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 333-267967

KEEMO FASHION GROUP LIMITED

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

Nevada

5130

32-0686375

(State or other jurisdiction

of incorporation or organization)

(Primary Standard Industrial

Classification Number)

(IRS Employer

Identification Number)

69 Wanke Boyu, Xili Liuxin 1st Rd, Nanshan District, Shenzhen, Guangdong 518052, China

(Address of principal executive offices, including zip code)

Issuer’s telephone number: (+86) 176-1282-2030

Company email: [email protected]

(Registrant’s telephone number, including area code)

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. (Check one):

Large Accelerated Filer ☐	Accelerated Filer ☐	Non-accelerated Filer ☒	Smaller reporting company ☒
			Emerging growth company ☒

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

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE

PRECEDING FIVE YEARS:

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

N/A

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

Title of each class		Trading Symbol(s)		Name on each exchange on which registered
N/A		N/A		N/A

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 on ~~December~~March 1216, ~~2025~~2026
Common Stock, $0.001 par value		55,000,000

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION
ITEM 1.	CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
	CONDENSED CONSOLIDATED BALANCE SHEETS AS OF OCTOBER 31, 2025 (UNAUDITED) AND JULY 31, 2025 (AUDITED)	F-1
	CONDENSED CONSOLIDATED BALANCE SHEETS AS OF JANUARY 31, 2026 (UNAUDITED) AND JULY 31, 2025 (AUDITED)	F-1
	CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 AND 2024 (UNAUDITED)	F-2
	CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2026 AND 2025 (UNAUDITED)	F-2
	CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ DEFICIT FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 AND 2024 (UNAUDITED)	F-3
	CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ DEFICIT FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2026 AND 2025 (UNAUDITED)	F-3
	CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED OCTOBER 31, 2025 AND 2024 (UNAUDITED)	F-4
	CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JANUARY 31, 2026 AND 2025 (UNAUDITED)	F-4
	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	F-5 – 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	5
ITEM 4.	CONTROLS AND PROCEDURES	5
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	7
SIGNATURES		8

-2-

PART I — FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

KEEMO FASHION GROUP LIMITED

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF ~~OCTOBER~~JANUARY 31, ~~2025~~2026 (UNAUDITED) AND JULY 31, 2025 (AUDITED)

(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)

	As of October 31, 2025			As of July 31, 2025
	As of January 31, 2026			As of July 31, 2025
	(Unaudited)			(Audited)
	(Consolidated)			(Standalone)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	2822,~~612~~696		$	3,088
Account receivable, net		3941			-
Prepayment		~~184~~6,409			-
TOTAL CURRENT ASSETS		2829,~~835~~146			3,088
NON-CURRENT ASSET
Goodwill		293,498			-
TOTAL NON-CURRENT ASSET		293,498			-
TOTAL ASSETS	$	322,~~333~~644		$	3,088
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Due to related parties	$	~~518~~560,~~660~~908		$	76,389
Deferred revenue		45,~~248~~254			-
Other payables and accrued liabilities		94,~~277~~136			8,765
TOTAL CURRENT LIABILITIES		~~573~~610,~~185~~298			85,154
TOTAL LIABILITIES	$	~~573~~610,~~185~~298		$	85,154
SHAREHOLDERS’ EQUITY
Common stock – Par value $ 0.001; Authorized: 75,000,000 shares; Issued and outstanding: 55,000,000 as of October 31, 2025 and July 31, 2025	$	5,500		$	5,500
Common stock – Par value $ 0.001; Authorized: 75,000,000 shares; Issued and outstanding: 55,000,000 as of January 31, 2026 and July 31, 2025	$	5,500		$	5,500
Additional paid in capital		25,317			26,600
Accumulated deficit		(~~279~~297,~~305~~108	)		(114,166	)
Accumulated other comprehensive loss		(221,~~364~~363	)		-
TOTAL SHAREHOLDERS’ DEFICIT	$	(~~250~~287,~~852~~654	)	$	(82,066	)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	322,~~333~~644		$	3,088

Comparative year reflects standalone parent only (unconsolidated). Consolidation began in ~~current~~ quarter ended October 31, 2025 – see Note 2.

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

F-1

KEEMO FASHION GROUP LIMITED

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

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

(UNAUDITED)

(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)

	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
	(Consolidated)			(Standalone)			(Consolidated)			(Standalone)
REVENUE	$	-		$	45,~~946~~012		$	-		$	9,957
COST OF REVENUE		-(1	)		(2,~~438~~553	)		(1	)		(4,991	)
GROSS PROFIT	$	-(1	)	$	2,~~508~~459		$	(1	)	$	4,966
GENERAL AND ADMINISTRATIVE EXPENSES		(1217,~~436~~802	)		(1012,~~909~~713	)		(30,238	)		(23,621	)
LOSS FROM OPERATION BEFORE INCOME TAX	$	(1217,~~436~~803	)	$	(810,~~401~~254	)	$	(30,239	)	$	(18,655	)
OTHER INCOME		-			-
INCOME TAX EXPENSES		-			-			-			-
LOSS BEFORE INCOME TAX		(12,436	)		(8,401	)
NET LOSS	$	(17,803	)	$	(10,254	)	$	(30,239	)	$	(18,655	)
INCOME TAX EXPENSES		-			-
OTHER COMPREHENSIVE LOSS:
NET LOSS	$	(12,436	)	$	(8,401	)
FOREIGN CURRENCY TRANSLATION ADJUSTMENTS		(18,999	)		-			(21,363	)		-
OTHER COMPREHENSIVE LOSS:
TOTAL COMPREHENSIVE LOSS	$	(36,802	)	$	(10,254	)	$	(51,602	)	$	(18,655	)
FOREIGN CURRENCY TRANSLATION ADJUSTMENTS		(2,364	)		-
NET LOSS PER SHARE- BASIC AND DILUTED		(0.00	)		(0.00	)		(0.00	)		(0.00	)
TOTAL COMPREHENSIVE LOSS	$	(14,800	)	$	(8,401	)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED		55,000,000			55,000,000			55,000,000			55,000,000
NET LOSS PER SHARE- BASIC AND DILUTED		0.00			0.00
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED		55,000,000			55,000,000

Comparative ~~quarter~~quarters ~~reflects~~reflect standalone parent only (unconsolidated). Consolidation began in ~~current~~ quarter ended October 31, 2025 – see Note 2.

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

F-2

KEEMO FASHION GROUP LIMITED

CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ ~~DEFICIT~~EQUITY

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

(UNAUDITED)

(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)

	NUMBER OF SHARES		AMOUNT		ADDITIONAL PAID-IN CAPITAL			SUBSCRIPTION RECEIVABLE			ACCUMULATED DEFICIT			OTHER COMPREHENSIVE LOSS			TOTAL SHAREHOLDERS’ DEFICIT
	COMMON STOCK													ACCUMULATED
	NUMBER OF SHARES		AMOUNT		ADDITIONAL PAID-IN CAPITAL			SUBSCRIPTION RECEIVABLE			ACCUMULATED DEFICIT			OTHER COMPREHENSIVE LOSS			TOTAL SHAREHOLDERS’ DEFICIT
Balance as of July 31, 2025		55,000,000	$	5,500	$	26,600		$	-		$	(114,166	)	$	-		$	(82,066	)
Equity assumed on acquisition		-		-		50,000			(51,283	)		-			-			(1,283	)
Net between subscription receivables and additional paid-in capital		-		-		(51,283	)		51,283			-			-			-
Net liabilities recognized through prior acquisition		-		-		-			-			(41,014	)		-			(41,014	)
Net liabilities recognized through common control		-		-		-			-			(111,689	)		-			(111,689	)
Net loss		-		-		-			-			(12,436	)		-			(12,436	)
Foreign currency translation adjustment		-		-		-			-			-			(2,364	)		(2,364	)
Balance as of October 31, 2025		55,000,000	$	5,500	$	25,317		$	-		$	(279,305	)	$	(2,364	)	$	(250,852	)
Net loss		-		-		-			-			(17,803	)		-			(17,803	)
Foreign currency translation adjustment		-		-		-			-			-			(18,999	)		(18,999	)
Balance as of January 31, 2026		55,000,000	$	5,500	$	25,317		$	-		$	(297,108	)	$	(21,363	)	$	(287,654	)

	Number of shares		Amount		PAID-IN CAPITAL			ACCUMULATED DEFICIT				~~SHAREHOLDERS’~~TOTAL ~~DEFICIT~~EQUITY
	COMMON STOCK				ADDITIONAL							~~TOTAL~~
	Number of shares		Amount		PAID-IN CAPITAL			ACCUMULATED DEFICIT				~~SHAREHOLDERS’~~TOTAL ~~DEFICIT~~EQUITY
Balance as of July 31, 2024		55,000,000	$	5,500	$	26,600	-	$	(81,045	)	-	$	(48,945	)
Balance		55,000,000		5,500		26,600			(81,045	)			(48,945	)
Net loss		-		-		-	-		(8,401	)	-		(8,401	)
Net loss		-		-		-			(8,401	)			(8,401	)
Balance as of October 31, 2024		55,000,000		5,500		26,600	-		(89,446	)	-		(57,346	)
Balance as of October 31, 2024		55,000,000	$	5,500	$	26,600		$	(89,446	)		$	(57,346	)
Balance		55,000,000		5,500		26,600	-		(89,446	)	-		(57,346	)
Balance		55,000,000		5,500		26,600			(89,446	)			(57,346	)
Net loss		-		-		-	-		(10,254	)	-		(10,254	)
Balance as of January 31,2025		55,000,000		5,500		26,600	-		(99,700	)	-		(67,600	)
Balance		55,000,000		5,500		26,600	-		(99,700	)	-		(67,600	)

Comparative ~~quarter~~quarters ~~reflects~~reflect standalone parent only (unconsolidated). Consolidation began in ~~current~~ quarter ended October 31, 2025 – see Note 2.

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

F-3

KEEMO FASHION GROUP LIMITED

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

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

(UNAUDITED)

(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”))

	2025			2024
	2026			2025
	Three months ended October 31
	Six months ended January 31
	2025			2024
	2026			2025
	(Consolidated)			(Standalone)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1230,~~436~~239	)	$	(818,~~401~~655	)
Changes in operating assets and liabilities:
Inventories		-			(~~2,643~~42	)
Prepayment		(~~166~~6,385	)		34,~~467~~691
Amount due to a director		-			1020,~~597~~760
Deferred revenue		(~~391~~3,087	)		-
Other payables and accrued liabilities		(28,~~641~~271	)		(4,300	)
Net cash used in operating activities		(15,634	)		(1,280	)
Net cash (used in)/provided by operating activities		(47,982	)		2,454
CASH FLOWS FROM INVESTING ACTIVITY:
Cash acquired from acquisition of subsidiaries		29,687			-
Net cash from investing activity		29,687			-
CASH FLOWS FROM FINANCING ACTIVITY:
Advance from related parties		1137,~~293~~125			-
Net cash from financing activity		1137,~~293~~125			-
Effect of exchange rate changes on cash and cash equivalent		~~178~~778			-
Net increase/(decrease) in cash and cash equivalents		25,524			(1,280	)
Net increase in cash and cash equivalents		19,608			2,454
Cash and cash equivalents, beginning of period		3,088			19,421
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	2822,~~612~~696		$	1821,~~141~~875
SUPPLEMENTAL CASH FLOWS INFORMATION
Income taxes paid	$	-		$	-
Interest paid	$	-		$	-

Comparative quarter reflects standalone parent only (unconsolidated). Consolidation began in ~~current~~ quarter –ended October 31, 2025 - see Note 2.

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

F-4

KEEMO FASHION GROUP LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)

1. ORGANIZATION AND BUSINESS BACKGROUND

KEEMO Fashion Group Limited, a Nevada corporation, (herein referred as “the Company”) was incorporated under the laws of the State of Nevada on April 22, 2022.

KEEMO Fashion Group Limited is headquartered in Shenzhen, People Republic of China (herein referred as (“China”). WeThe Company primarily operate in men and women apparel and garment trading business, focusing on wholesaling to distributors mainly based in China, sourcing directly from manufacturers in China. WeThe Company do not maintain and operate any production and manufacturing of apparel facility or ~~machine~~ machine and equipment.

The Company’s executive office is located at 69, Wanke Boyu, Xili Liuxin 1^st Rd, Nanshan District, Shenzhen, Guangdong 518052, China.

On July 25, 2024, the Board of Directors approved a ten-for-one (10:1) forward stock split (the “Forward Split”) of the Company’s common stock, par value $0.001 per share. The Company filed a Certificate of Amendment and Restated Certificate of Incorporation (the “Certificate of Amendment”) to effect the forward stock split with the Secretary of State of Nevada on August 2, 2024. The Forward Split became effective on August 8, 2024 and ~~our~~the common stock began trading on a split-adjusted basis on August 9, 2024. Concurrently with the effectiveness of the split, the issued and outstanding shares of common stock increased from 5,500,000 to 55,000,000, which is proportional to the ratio of the split. All share and per share amounts presented herein have been retroactively adjusted to reflect the impact of the Forward Split.

Acquisition of GW Reader Holding Limited and its Subsidiaries

On May 26, 2025, the Company entered into a Material Definitive Agreement, pursuant to a Share Purchase Agreement (the “Agreement”) with Guang Wen Global Group Limited (the “Seller”), a company incorporated in the British Virgin Islands. Under the terms of the Agreement, the Company agreed to acquire 100% of the issued and outstanding shares of GW Reader Holding Limited (“GW Reader Holding”), a company incorporated on October 12, 2023 in the Cayman Islands and a wholly-owned subsidiary of the Seller. Through this acquisition, the Company would also obtain ownership of all assets held by GW Reader Holding, including its two wholly-owned subsidiaries: Willing Read Culture Technology Co., Limited (“Willing Read”), incorporated on May 6, 2024 in Hong Kong, and GW Reader Sdn. Bhd. (“GW Reader”), incorporated on October 30, 2020 in Malaysia.

On September 2, 2025, the Company completed the acquisition of GW Reader Holding. Upon closing, the Company became the sole direct shareholder of GW Reader Holding and, through this ownership structure, obtained 100% indirect ownership of Willing Read and GW Reader.

As of the issuance date of this financial report, the details of the Company’s subsidiaries are as follows. All subsidiaries of the Group are wholly-owned by the Company.

SCHEDULE OF SUBSIDIARIES

Name of Entity	Date of Incorporation	Place of Incorporation	% of Ownership	Principal Activities
GW Reader Holding Limited (“GW Reader Holding”)	October 12, 2023	Cayman Islands	100%	Investment holding
Willing Read Culture Technology Co., Limited (“Willing Read”)	May 6, 2024	Hong Kong	100%	Investment holding
GW Reader Sdn. Bhd. (“GW Reader”)	October 30, 2020	Malaysia	100%	Digital publishing

During the financial period, following the acquisition of new subsidiaries, the Company also ventured into the digital publishing business. This includes providing users with access to paid digital content such as web-novels and e-books, where users purchase virtual currency (“Coins”) to redeem for specific content.

F-5

Business of GW Reader Sdn. Bhd.

GW Reader operates a digital publishing platform specializing in serialized online fiction for a global audience. Through its proprietary mobile application and website, the company develops, sources, and distributes original and translated content across popular genres such as romance, fantasy, and action. GW Reader uses a “pay-per-chapter” microtransaction model in which users purchase tokens to unlock individual episodes. This model offers readers flexibility while supporting ongoing content creation.

As of the reporting date, the Company operates two primary business segments:

	1.	Apparel Trading Business – conducted through KEEMO Fashion Group Limited in China.
	2.	Digital Publishing Business – conducted through GW Reader Sdn. Bhd. in Malaysia.

F-5

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

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

The Company has adopted July 31 as its fiscal year end.

On September 2, 2025, the Company completed the acquisition of GW Reader Holding, Willing Read and GW Reader (“GW Reader Holding Group”) from its major shareholder. No consideration was paid. As the transfer represents a transaction between entities under common control in accordance with ASC 805-50, Business Combinations (“ASC 805-50”) the assets and liabilities of GW Reader Holding Group were recognized at their historical carrying amounts on the date of combination.

The accompanying condensed consolidated financial statements include the results of GW Reader Holding Group from September 2, 2025 onwards. The Company did not have subsidiaries requiring consolidation in prior periods. Accordingly, comparative prior-period financial information is presented on a standalone (parent-only) basis and has not been restated.

The condensed consolidated financial statements include the accounts of the Company and its subsidiaries and all intercompany transactions and balances have been eliminated. Acquired businesses are included in the condensed consolidated financial statements from the date on which control is transferred to the Company.

Going Concern

For the ~~three~~six months ended ~~October~~January 31, ~~2025~~2026, the Company incurred a net loss of $1230,~~436~~ 239 and the current liabilities of the Company exceeded its current assets by $~~544~~581,~~350~~ 152 and has a shareholders’ deficits of $~~250~~287,~~852~~654. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company’s profit generating operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. These condensed consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company expects to finance its operations primarily through continuing financial support from a shareholder. In the event that wethe Company require additional funding to finance the growth of the Company’s current and expected future operations as well as to achieve our strategic objectives, the shareholder has indicated the intent and ability to ~~provide~~ provide additional financing.

Use of Estimates and Significant Judgements

Management uses estimates and judgements in preparing these condensed consolidated financial statements in accordance with US GAAP. These estimates and judgements affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenue and expenses during the periods presented. Actual results may differ from these estimates. In particular, management made the judgement that the acquisition of GW Reader Holding Group from the Company’s major shareholder qualifies as a common-control transaction under ASC 805-50. Accordingly, the assets and liabilities of GW Reader Holding Group were recognized at their historical carrying amounts, consolidation began on the completion date of September 2, 2025, and prior periods were not restated.

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.

F-6

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, revenue is recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to receive. The Company applies the following five-step model to all revenue arrangements:

(i) identification of the promised goods and services in the contract;

(ii) determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the contract;

(iii) measurement of the transaction price, including the constraint on variable consideration;

(iv) allocation of the transaction price to the performance obligations; and

(v) recognition of revenue when (or as) the Company satisfies each performance obligation.

F-6

The Company generates revenue from two primary sources:

(i) Apparel trading business; and

(ii) Digital publishing business.

Apparel trading business

The Company engages in the wholesale distribution of apparel products. Revenue is recognized when control of the goods transfers to the customer, which generally occurs upon delivery. The Company’s performance obligation in these arrangements is the transfer of apparel products. The Company does not have significant variable consideration in its wholesale operations.

Digital publishing business

The Company provides users with access to paid digital content, including web-novels and e-books. Users purchase virtual currency (“Coins”), which is subsequently redeemed for access to specific content. The Company’s performance obligation is to provide access to the selected content.

Revenue is recognized based on the usage of Coins by users, as such usage represents a faithful depiction of the transfer of services.

The Company has determined that it is the principal in the majority of Paid Content transactions because it controls the monetization and availability of content, has discretion in establishing pricing, is responsible for customer service, and controls the promotion and presentation of content. Accordingly, revenue is recognized gross, and amounts retained by content creators are recorded as expenses.

Deferred Revenue

Deferred revenue is recorded when the Company entered into a contract with a customer and cash payments are received or due prior to transfer of control or satisfaction of the related performance obligation.

Credit losses

The Company estimates and records a provision for its expected credit losses related to its financial instruments, including its trade receivables. Management considers historical collection rates, the current financial status of the Company’s customers, macroeconomic factors, and other industry-specific factors when evaluating current expected credit losses. Forward-looking information is also considered in the evaluation of current expected credit losses. However, because of the short time to the expected receipt of accounts receivable, management believes that the carrying value, net of expected losses, approximates fair value and therefore, relies more on historical and current analysis of such financial instruments, including its trade receivables.

F-7

To determine the provision for credit losses for accounts receivable, the Company has disaggregated its accounts receivable by class of customer at the business component level, as management determined that risk profile of the Company’s customers is consistent based on the type and industry in which they operate. Each business component is analyzed for estimated credit losses individually. In doing so, the Company establishes a historical loss matrix, based on the previous collections of accounts receivable by the age of such receivables, and evaluates the current and forecasted financial position of its customers, as available. Further, the Company considers macroeconomic factors and the status of the relevant industry to estimate if there are current expected credit losses within its trade receivables based on the trends of the Company’s expectation of the future status of such economic and industry-specific factors. Also, specific allowance amounts are established based on review of outstanding invoices to record the appropriate provision for customers that have a higher probability of default.

As of ~~October~~January 31, ~~2025~~2026, there were no allowances for credit losses recorded against accounts receivable.

Cost of Revenue

In accordance with ASC 340-40, Contracts with Customers (“ASC 340-40”) and ASC 606, the Company recognizes cost of revenue as those costs directly attributable to the delivery of its services and the generation of revenue.

Apparel trading business

Cost of revenue includes the cost of purchasing apparel products and freight or handling costs directly associated with fulfilling customer orders.

Cost of revenue does not include indirect expenses such as general administrative expenses and marketing-related costs.

Digital publishing business

Cost of revenue primarily consists of service charges imposed by a third-party collection company that processes and remits customer payments. These charges are deducted from gross collections and are recognized in the period in which the related revenue is earned.

Cost of revenue does not include indirect costs such as general administrative expenses or marketing-related costs.

F-7

Net (Loss) Income Per Share

The Company calculates net (loss) income per share in accordance with ASC 260, Earnings per Share (“ASC 260”). Basic (loss) income per share is computed by dividing the net (loss) income by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic (loss) income 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.

As of ~~October~~January 31, ~~2025~~2026, the Company has no potentially dilutive securities, such as options or warrants, outstanding.

F-8

Income Taxes

The Company accounts for income taxes using the asset and liability method prescribed by ASC 740, Income Taxes (“ASC 740”). Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the years in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. The Company also adopted ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which requires disaggregated information about the reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclosed 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.

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 statement of operations and comprehensive income (loss).

The functional currency of the Company is the United States Dollars (“US$” or “US dollars”) and the accompanying condensed consolidated financial statements have been expressed in US dollars. In addition, the Company’s subsidiary maintains its books and record in Malaysia Ringgit (“MYR”), United States Dollars (“US$”) and Hong Kong Dollars (“HK$”), which is the respective functional currency as being the primary currency of the economic environment in which the entity operates.

In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US dollars are translated into US dollars, in accordance with ASC 830-30, Translation of Financial Statement (“ASC 830-30”), 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 income.

Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates for the respective periods:

SCHEDULE OF FOREIGN ~~CURRENCIES TRANSLATION~~ EXCHANGE RATES

	For the three months ended October 31,
	For the six months ended January 31,
	2025		2024
	2026		2025
Period-end MYR : US$1 exchange rate		43.2194		4.3846
Period-average MYR : US$1 exchange rate		4.2115		4.2739
Period-end HK$ : US$1 exchange rate		7.7781		7.7579
Period-average HK$ : US$1 exchange rate		7.8079		7.7578

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.

Fair Value Measurement

ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The statement clarifies that the exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability in the market in which the reporting entity would transact for the asset or liability, that is, the principal or most advantageous market for the asset or liability. It also emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and that market participant assumptions include assumptions about risk and effect of a restriction on the sale or use of an asset.

F-98

This ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

Segment Reporting

The Company follows the guidance of ASC 280, Segment Reporting (“ASC 280”), which 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. For the ~~three~~six months ended ~~October~~January 31, ~~2025~~2026, the Company has two reportable segments based on business unit, apparel and garment trading business and digital publishing business and two reportable segments based on country, China and Malaysia. The Company also adopted 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.

Recently Issued Accounting Pronouncements

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, and early adoption is permitted. The Company is currently evaluating the impact of this ASU may have on its condensed consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. The ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024, and early adoption is permitted. The Company is currently evaluating the impact of this ASU may have on its condensed consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03 “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses”. The guidance in ASU 2024-03 requires public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory; employee compensation; and depreciation, amortization and depletion expenses for each caption on the income statement where such expenses are included. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements. The Company is currently evaluating the provisions of this guidance and assessing the potential impact on the Company’s condensed consolidated financial statement disclosures.

In March 2025, the FASB issued ASU 2025-02, “Liabilities (Topic 405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 122”, which removes certain SEC guidance related to obligations to safeguard crypto-assets. The Company does not engage in activities involving crypto-assets; therefore, the adoption of this ASU is not expected to have a material impact on its condensed consolidated financial statements.

In May 2025, the FASB issued ASU 2025-04, “Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with ~~Customers~~ Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer”, which amends ASC 718 and ASC 606 to (i) expand the definition of a performance condition to include vesting tied to a customer’s own purchases or the purchases of the customer’s customers, (ii) require entities to estimate expected forfeitures, and (iii) clarify that the variable consideration guidance in ASC 606 does not apply to share-based consideration payable to a customer. The amendments are effective for annual and interim periods beginning after December 15, 2026, with early adoption permitted. WeThe ~~are~~Company is currently evaluating the impact of this guidance on ~~our~~the Company’s condensed consolidated financial statements.

In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements”. The amendments clarify the scope of interim reporting guidance and improve the form and content of interim financial statements and related disclosures. The update also introduces a disclosure principle requiring entities to disclose events occurring since the end of the most recent annual reporting period that have a material impact on the entity. The amendments are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting this guidance on its condensed consolidated financial statements and related disclosures.

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 condensed consolidated financial statements.

F-109

3. GOODWILL

Acquisition of GW Reader Sdn. Bhd.

On October 17, 2024, Willing Read acquired 100% of the equity interests of GW Reader. The acquisition was accounted for under the acquisition method of accounting in accordance with ASC 805. The purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. The excess of the consideration transferred over the fair value of the net assets acquired and liabilities assumed was recorded as goodwill.

Goodwill Calculation

Goodwill represents the excess of the purchase consideration transferred over the fair value of the net assets acquired and liabilities assumed. The preliminary allocation of the purchase price is summarized as follows:

SCHEDULE OF GOODWILL CALCULATION


Cash and cash equivalents	$	6,785
Accounts receivable, net		640
Prepayments		186
Intangible asset, net		2,944
Accrued expenses		(8,301	)
Amount due to director		(251,522	)
Deferred revenue		(44,230	)
Adjustment for foreign exchange fluctuation		(2	)
Fair value of GW Reader Sdn. Bhd.	$	(293,500	)
Fair value of consideration		2
Goodwill	$	(293,498	)

Acquisition by GW Reader Holding Limited (Common Control Transaction)

On November 27, 2024, GW Reader Holding acquired 100% of the equity interests of Willing Read. As both entities were under the common control, the transaction was accounted for in accordance with ASC 805-50. Accordingly, the assets and liabilities of Willing Read, including the goodwill recognized in connection with the October 17, 2024 acquisition of GW Reader, were recorded by GW Reader Holding at their predecessor carrying amounts. No new goodwill was recognized in connection with this transaction.

4. ACCOUNTS RECEIVABLE, NET

As of ~~October~~January 31, ~~2025~~2026 and July 31, 2025, the Company accounts receivable, net consist of following

SCHEDULE OF ACCOUNTS RECEIVABLE, NET

	As of October 31, 2025		As of July 31, 2025
	As of January 31, 2026		As of July 31, 2025
Accounts receivable, net	$	3941	$	-
Total accounts receivable, net	$	3941	$	-

5. PREPAYMENT

As of ~~October~~January 31, ~~2025~~2026 and July 31, 2025, the Company prepayment consist of following:

SCHEDULE OF PREPAYMENT

	As of October 31, 2025		As of July 31, 2025
	As of January 31, 2026		As of July 31, 2025
Company secretarial fee	$	~~184~~142	$	-
Total prepayment	$	184	$	-
Other professional fee		6,250		-
Virtual office rental		17		-
Total prepayment	$	6,409	$	-

F-11

6. RELATED PARTY TRANSACTIONS

SCHEDULE OF RELATED PARTY TRANSACTION

	As of October 31, 2025		As of July 31, 2025
	As of January 31, 2026		As of July 31, 2025
Due to related parties:
- Related party A	$	86103,~~348~~020	$	76,389
- Related party B		~~169~~173,~~196~~946		-
- Related party C		~~263~~283,~~116~~942		-
Due to related parties	$	~~518~~560,~~660~~908	$	76,389

The amounts due to related parties are interest-free, unsecured, and repayable on demand.

F-10

Related party A represents Liu Lu, who is the Chief Executive Officer, President, Secretary, Treasurer, and a Director of Keemo Fashion Group Limited.

Related party B represents Huang Jia, who is a director of GW Reader Holding Limited.

Related party C represents Seah Chia Yee, who is a director of GW Reader Sdn. Bhd.

Acquisition of GW Reader Holding Group

The Company acquired 100% of the equity interests of GW Reader Holding Group from Guang Wen Global Group Limited, the Company’s major shareholder, on May 26, 2025, with completion of the transfer on September 2, 2025. The transfer was executed without consideration. As the transaction involved the Company’s controlling shareholder, it is classified as a related-party transaction under ASC 850, Related Party Disclosures (“ASC 850”).

7. OTHER PAYABLES AND ACCRUED LIABILITIES

As of ~~October~~January 31, ~~2025~~2026 and July 31, 2025, other payables and accrued liabilities consist of following:

	As of October 31, 2025		As of July 31, 2025
	As of January 31, 2026		As of July 31, 2025
Other payables	$	43,~~388~~248		-
Accrued liabilities		~~4,889~~888		8,765
Total other payables and accrued liabilities	$	94,~~277~~136	$	8,765

Other payables and accrued liabilities as of ~~October~~January 31, ~~2025~~2026 and July 31, 2025 consist of accrued audit fee, other professional fees and commission payables.

8. SHAREHOLDERS’ EQUITY

On April 22, 2022, upon the incorporation of the Company, Liu Lu, subscribed to 3,600,000 shares of common stock at par value of $0.001 per share for a total subscription value of $3,600.

On 26 July, 2023, the Company issued 1,900,000 shares of common stock being sold at $0.015 per share for a total of $28,500 through initial public offering.

As of ~~October~~January 31, ~~2025~~2026, the Company has 55,000,000 shares of common stock issued and outstanding.

The Company has 75,000,000 shares of commons stock authorized.

9. ASSETS AND LIABILITIES RECOGNIZED THROUGH COMMON CONTROL

On September 2, 2025, the Company completed the acquisition of GW Reader Holding and its wholly owned subsidiary Willing Read. As the Company and the Seller were under common control prior to the transaction, this acquisition is accounted for as a common-control transaction under ASC 805-50.

GW Reader was not acquired under common control. It was previously acquired by Willing Read on October 17, 2024, in a separate transaction accounted for under the purchase method. Accordingly, the assets and liabilities of GW Reader are not included in the common-control recognition amounts below.

In accordance with ASC 805-50, the Company recognized the assets and liabilities of GW Reader Holding and Willing Read at their carrying amounts in the financial statements of the transferring entity at the date of transfer. No goodwill, gain, or loss was recognized in connection with the common-control transaction. Any difference between the consideration transferred and the carrying amounts of the net assets received or liabilities assumed was recorded within ~~Additional Paid-in Capital~~equity.

F-1211

The following table summarizes the carrying amounts of assets and liabilities recognized through the common-control transfer (excluding GW Reader):

Assets
Investment in subsidiary	$	1,285
Cash and cash equivalents		10,154
Other current assets		44,280
Total assets acquired		55,719

Liability
Due to related parties	$	(167,408	)
Total liability assumed		(167,408	)
Net liability recognized	$	(111,689	)

10. INCOME TAX

The loss from operation before income taxes of the Company for the ~~three~~six months ended ~~October~~January 31, ~~2025~~2026 and ~~2024~~2025 were comprised of the following:

	2025			2024
	2026			2025
	For the three months ended October 31
	For the six months ended January 31
	2025			2024
	2026			2025
Tax jurisdictions from:
- Local	$	(5,701	)	$	(8,401	)
– Local	$	(9,415	)	$	(18,655	)
- Foreign, representing:
Cayman Island		(16,~~334~~085	)		-
Hong Kong		(~~104~~56	)		-
Malaysia		(514,~~297~~683	)		-
Foreign		(5,297	)		-
Malaysia		(14,683	)		-
Loss before income taxes	$	(1230,~~436~~239	)	$	(818,~~401~~655	)

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 $59,~~701~~415 of net operating losses (NOL’s) which can be carried forward to offset future taxable income, at the tax rate of 21%. The NOL carry forwards begin to expire in 2045, if unutilized. The Company has provided for a full valuation allowance of approximately $1,~~197~~977 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.

Cayman Islands

The Company is incorporated in the Cayman Islands, a jurisdiction that does not impose corporate income taxes, capital gains taxes, or withholding taxes on income derived within or outside of the Cayman Islands. As such, the Company is not subject to income tax in the Cayman Islands.

No provision for income taxes has been made in the accompanying condensed consolidated financial statements, as the Company has no tax obligations in its country of incorporation. Additionally, the Company has not incurred any current or deferred tax liabilities in other jurisdictions as of the reporting date.

Hong Kong

Willing Read Culture Technology Co Limited operating in Hong Kong are subject to the Hong Kong Profits Tax at the statutory income tax rate of 8.25% on assessable profits up to HK$2,000,000; and 16.5% on any part of assessable profits over HK$2,000,000.

Malaysia

GW Reader Sdn Bhd is governed by the income tax laws of Malaysia and the income tax provision in respect of operations in Malaysia is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in respect thereof. Under the Income Tax Act of Malaysia, enterprises that incorporated in Malaysia are usually subject to a unified 24% enterprise income tax rate while preferential tax rates, tax holidays and even tax exemption may be granted on case-by-case basis. As of ~~October~~January 31, ~~2025~~2026, the operations in the Malaysia incurred $514,~~297~~683 of cumulative net operating losses which can be carried forward for a maximum period of ten consecutive years to offset future taxable income.

~~The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of October 31, 2025 and July 31, 2025:~~F-12

The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of January 31, 2026 and July 31, 2025:

	As of			As of
	October 31, 2025			July 31, 2025
	January 31, 2026			July 31, 2025
Deferred tax assets:
Net operating loss carryforwards
– United States of America	$	1,~~197~~977		$	6,955
Net operating loss carryforwards, domestic	$	1,197		$	6,955
– Cayman Island		-			-
– Hong Kong		9-			-
– Malaysia		13,~~271~~524			-
Net operating loss carryforwards, foreign		1,271			-
Less: valuation allowance		(5,501	)		(6,955	)
Less: valuation allowance		(2,477	)		(6,955	)
Deferred tax assets	$	-		$	-

Management believes that it is more likely than not that the deferred tax assets will not be fully realizable in the future. Accordingly, the Company provided for a full valuation allowance against its deferred tax assets of $25,~~477~~501 as of ~~October~~January 31, ~~2025~~2026.

F-13

11. CONCENTRATIONS OF RISK

Customer Concentration

For the three months ended ~~October~~January 31, ~~2025~~2026, the Company ~~did~~recorded ~~not generate~~a ~~any~~minimal amount of revenue, which was less than $1. As a result, there was no customer who accounted for more than 10% of the Company’s total revenue. The outstanding accounts receivable as of ~~October~~ January 31, ~~2025~~2026 includes balances brought forward from the subsidiary acquired during the period. For the three months ended ~~October~~January 31, ~~2024~~2025, there was one customer who accounted for 100% of the Company’s total revenue and the Company has no accounts receivable from the customer.

The table below sets forth the customers who accounted for more than 10% of the Company’s total revenue.

SCHEDULE OF CONCENTRATION OF RISK

	For the three months ended October 31
	For the three months ended January 31
	2025		2024		2025			2024			2025		2024
	2026		2025		2026			2025			2026		2025
	Revenue				Percentage of Revenue						Accounts receivable
Customer A	$	-	$	45,~~946~~012		-	%		100	%	$	3941	$	-
Total	$	-	$	45,~~946~~012		-	%		100	%	$	3941	$	-

For the six months ended January 31, 2026, the Company recorded a minimal amount of revenue, which was less than $1. As a result, there was no customer who accounted for more than 10% of the Company’s total revenue. The outstanding accounts receivable as of January 31, 2026 includes balances brought forward from the subsidiary acquired during the period. For the six months ended January 31, 2025, there was one customer who accounted for 100% of the Company’s total revenue and the Company has no accounts receivable from the customer.

The table below sets forth the customers who accounted for more than 10% of the Company’s total revenue.

	For the six months ended January 31
	2026		2025		2026			2025			2026		2025
	Revenue				Percentage of Revenue						Accounts receivable

Customer A	$	-	$	9,957		-	%		100	%	$	41	$	-
Total	$	-	$	9,957		-	%		100	%	$	41	$	-

Supplier Concentration

For the three months ended ~~October~~January 31, ~~2025~~2026, ~~the Company did not incur any cost of revenues. As a result,~~ there was noone supplier who accounted for ~~more than 10~~100% of the Company’s ~~total~~ cost of revenue. ~~The Company also did not have any accounts payable to supplier as of October 31, 2025.~~ For the three months ended ~~October~~January 31, ~~2024~~2026, ~~there~~the ~~was~~Company ~~one~~has ~~supplier~~no ~~who~~accounts ~~accounted~~payable ~~for~~from ~~100% of~~ the ~~Company’s total cost of revenue~~supplier.

For the three months ended January 31, 2025, there was one supplier who accounted for 100% of the Company’s cost of revenue. For the three months ended January 31, 2025, the Company has no accounts payable from the supplier.

F-13

The table below sets forth the suppliers who accounted for more than 10% of the Company’s total cost of revenue.

	For the three months ended October 31
	For the three months ended January 31
	2025		2024		2025			2024			2025		2024
	2026		2025		2026			2025			2026		2025
	Cost of revenue				Percentage of Cost of revenue						Accounts payable
Vendor A	$	-1	$	2,~~438~~553		-100	%		100	%	$	-	$	-
Total	$	-1	$	2,~~438~~553		-100	%		100	%	$	-	$	-

For the six months ended January 31, 2026, there was one supplier who accounted for 100% of the Company’s cost of revenue. For the six months ended January 31, 2026, the Company has no accounts payable from the supplier.

For the six months ended January 31, 2025, there was one supplier who accounted for 100% of the Company’s cost of revenue. For the six months ended January 31, 2025, the Company has no accounts payable from the supplier.

The table below sets forth the suppliers who accounted for more than 10% of the Company’s total cost of revenue.

	For the six months ended January 31
	2026		2025		2026			2025			2026		2025
	Cost of revenue				Percentage of Cost of revenue						Accounts payable

Vendor A	$	1	$	4,991		100	%		100	%	$	-	$	-
Total	$	1	$	4,991		100	%		100	%	$	-	$	-

12. SEGMENT REPORTING

ASC 280 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, apparel and garment trading business and digital publishing business and two reportable segments based on country, China and Malaysia.

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.

F-14

SCHEDULE OF SEGMENT REPORTING

By Business Unit	Apparel & Garment Trading Business			Digital Publishing Business			Total
	For the Three Months Ended and As of October 31, 2025
	For the Six Months Ended and As of January 31, 2026
By Business Unit	Apparel & Garment Trading Business			Digital Publishing Business			Total
Revenue	$	-		$	-		$	-
Cost of revenue		-			-(1	)		-(1	)
General and administrative expenses		(59,~~701~~415	)		(620,~~735~~823	)		(1230,~~436~~238	)
Loss from operations		(59,~~701~~415	)		(620,~~735~~824	)		(1230,~~436~~239	)
Total assets	$	~~297~~11,~~365~~539		$	24311,~~968~~105		$	322,~~333~~644
Capital expenditure	$	-		$	-		$	-

By Business Unit	Apparel & Garment Trading Business			Total
	For the Three Months Ended and As of October 31, 2024
By Business Unit	Apparel & Garment Trading Business			Total
Revenue	$	4,946		$	4,946
Cost of revenue		(2,438	)		(2,438	)
General and administrative expenses		(10,909	)		(10,909	)
Loss from operations		(8,401	)		(8,401	)
Total assets	$	26,370		$	26,370
Capital expenditure	$	-		$	-

F-14

By Country	China			Non-China			Total
By Business Unit	Apparel & Garment Trading Business			Total
	For the Three Months Ended and As of October 31, 2025
	For the Six Months Ended and As of January 31, 2025
By Country	China			Non-China			Total
By Business Unit	Apparel & Garment Trading Business			Total
Revenue	$	-9,957		$	-9,957		$	-
Cost of revenue		-(4,991	)		-(4,991	)		-
General and administrative expenses		(523,~~701~~621	)		(623,~~735~~621	)		~~(12,436~~	)
Loss from operations		(518,~~701~~655	)		(618,~~735~~655	)		~~(12,436~~	)
Total assets	$	~~297~~26,~~365~~279		$	2426,~~968~~279		$	~~322,333~~
Capital expenditure	$	-		$	-		$	-

By Country	China			~~Total~~Non-China			Total
	For the Three Months Ended and As of October 31, 2024
	For the Six Months Ended and As of January 31, 2026
By Country	China			~~Total~~Non-China			Total
Revenue	$	~~4,946~~-		$	~~4,946~~-		$	-
Cost of revenue		~~(2,438~~-	)		(~~2,438~~1	)		(1	)
General and administrative expenses		(109,~~909~~415	)		(1020,~~909~~823	)		(30,238	)
Loss from operations		(89,~~401~~415	)		(820,~~401~~824	)		(30,239	)
Total assets	$	2611,~~370~~539		$	26311,~~370~~105		$	322,644
Capital expenditure	$	-		$	-		$	-

By Country	China			Total
	For the Six Months Ended and As of January 31, 2025
By Country	China			Total
Revenue	$	9,957		$	9,957

Cost of revenue		(4,991	)		(4,991	)
General and administrative expenses		(23,621	)		(23,621	)

Loss from operations		(18,655	)		(18,655	)

Total assets	$	26,279		$	26,279
Capital expenditure	$	-		$	-

13. SUBSEQUENT EVENTS

InThe accordance with ASC 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 orin ~~transactions~~accordance ~~that occurred~~with ~~after~~ASC ~~October~~855 ~~31, 2025 up~~ through the date the ~~Company issued the condensed consolidated~~ financial statements were issued.

On February 17, 2026, a Stock Purchase Agreement was entered into between Guang Wen Global Group Limited (the “Seller”) and Addentax Group Corp. (the “Purchaser”), pursuant to which the Purchaser agreed to purchase 34,200,000 common shares, par value $0.001 per share (the “Shares”) of the Company.

The transaction will close by May 1, 2026. Upon closing of the transaction, the Purchaser will acquire approximately 62.18% of the voting rights of the Company’s issued and outstanding shares on a fully diluted basis, resulting in a change in control of the Company.

The aggregate purchase price for the acquisition was approximately $5.5 million, which will be satisfied through the transfer of a portion of an existing bond held by the Purchaser pursuant to a bond transfer agreement entered into between the Purchaser and the Seller.

Management determined that this transaction represents a non-recognized subsequent event, as the transaction occurred after the balance sheet date. Accordingly, the event has been disclosed but not recognized in the accompanying condensed consolidated financial statements.

F-15

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

The information contained in this quarter report on Form 10-Q is intended to update the information contained in our Form 10-K dated ~~October~~ October 28, 2025, for the year ended July 31, 2025 and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis” and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our ~~condensed consolidated~~ financial statements and the notes to the ~~condensed consolidated~~ financial statements included elsewhere in this Form 10-Q.

The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of ~~the~~ the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis” These statements are not guarantees of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarter report. You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors described in our Form S-1/A registration statement, filed on May 12, 2023, in the section entitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this quarter report on Form 10-Q. The following should also be read in conjunction with the unaudited Condensed ~~Consolidated~~ Financial Statements and notes thereto that appear elsewhere in this report.

Company Overview

We, KEEMO Fashion Group Limited, a Nevada corporation (“the Company”) was incorporated under the laws of the State of Nevada on April 22, 2022.

KEEMO Fashion Group Limited is headquartered in Shenzhen, People Republic of China (herein referred as (“China”). We primarily operate in men and women apparel and garment trading business, focusing on wholesaling to distributors mainly based in Asian countries, sourcing directly from manufacturers in China. We do not maintain and operate any production and manufacturing of apparel facility or machine and equipment.

The Company’s executive office is located at 69, Wanke Boyu, Xili Liuxin 1^st Rd, Nanshan District, Shenzhen, Guangdong 518052, China.

KEEMO Fashion Group Limited entered into a Share Purchase Agreement on May 26, 2025, to acquire 100% of GW Reader Holding Limited a Cayman Islands holding company. Through this acquisition, Keemo also obtained indirect ownership of its two subsidiaries: Willing Read Culture Technology Co., Limited in Hong Kong and GW Reader Sdn. Bhd. in Malaysia.

GW Reader Holding Limited and Willing Read Culture Technology Co., Limited are investment holding entities without operating activities. GW Reader Sdn. Bhd., incorporated in Malaysia, operates the Group’s content publishing business, focusing on the development and distribution of online novels and related digital content through mobile applications.

The acquisition was completed on September 2, 2025, and KEEMO Fashion Group Limited now holds full ownership of GW Reader Holding Limited and its subsidiaries.

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Results of operations

~~Three~~Six and three months ended ~~October~~January 31, ~~2025~~2026 and ~~2024~~2025

Revenues

For ~~the~~six ~~three~~ months ended ~~October~~January 31, ~~2025~~2026, the Company ~~did~~recorded revenue ~~not~~of ~~generate~~less ~~any~~than ~~revenue~~$1 from its digital publishing business, asand there were no sales ~~activities~~ from its ~~two business~~ ~~segments,~~ apparel trading business ~~and digital publishing business~~.

For ~~the~~six ~~three~~ months ended ~~October~~January 31, ~~2024~~2025, the Company has generated revenue ~~in the amount~~ of $49,~~946.~~957 ~~The~~from ~~revenue was generated as a result of the Company~~ apparel ~~and~~& garment trading business.

For three months ended January 31, 2026, the Company recorded revenue of less than $1 from its digital publishing business, and there were no sales from its apparel trading business.

For three months ended January 31, 2025, the Company has generated revenue of $5,012 from apparel & garment trading business.

General and Administrative Expenses

For the ~~three~~six months ended ~~October~~January 31, 2026 and 2025, the Company had general and administrative expenses in the amount of $1230,~~436.~~238 and $23,621. These were primarily comprised of audit fees, commission payables, and other professional fees.

For the three months ended ~~October~~January 31, ~~2024~~2026 and 2025, the Company had general and administrative expenses in the amount of $1017,~~909.~~802 and $12,713. These were primarily comprised of audit fees, ~~stock~~commission ~~and registrar fees~~payables, and other professional fees.

Net Loss

For ~~the~~six ~~three~~ months ended ~~October~~January 31, 2026 and 2025, the Company has incurred a net loss of $1230,~~436~~239 and $18,655.

For ~~the~~ three months ended ~~October~~January 31, ~~2024~~2026 and 2025, the Company has incurred a net loss of $817,~~401~~803 and $10,254.

Cash Balance

Our cash and cash equivalents are $2822,~~612~~696. Our cash balance is not sufficient to fund our limited levels of operations for any period of time. In order to continue our current business plan and in order to increase our current level of operations for the next twelve-month period, we require further funding.

Liquidity and Capital Resources

Cash (Used in)/Provided by Operating Activities

Net cash used in operating activities was $1547,~~634~~982 for the ~~three~~six months ended ~~October~~January 31, ~~2025~~2026. Cash used in operating activities was attributable to net loss from operation, decrease in other payables and accrued liabilities, ~~and~~ deferred revenue ~~contra~~and ~~by decrease in~~ prepayment.

Net cash ~~used~~provided inby operating activities was $12,~~280~~454 for the ~~three~~six months ended ~~October~~January 31, ~~2024~~2025. Cash ~~used~~provided inby operating activities was ~~attributable~~ attributable to net loss from operation, ~~increase~~decrease in inventory, ~~decrease in~~ other payables and accrued liabilities, contra by ~~decrease~~increase in ~~accounts receivable, decrease in~~ prepayment and ~~increase in the~~ amount due to ~~our~~a director, Ms. Liu Lu.

Cash Provided by Investing Activity

For the ~~three~~six months ended ~~October~~January 31, ~~2025~~2026, the Company generated $29,687 in cash from acquisition of subsidiaries.

For the ~~three~~six months ended ~~October~~January 31, ~~2024~~2025 the Company did not generate nor used any cash in investing activities.

Cash Provided by Financing Activity

For the ~~three~~six months ended ~~October~~January 31, ~~2025~~2026, the Company generated $1137,~~293~~125 in cash from advances received from related parties.

For the ~~three~~six months ended ~~October~~January 31, ~~2024,~~2025 the Company did not generate nor used any cash in financing activities.

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Critical Accounting Policies

Recent accounting pronouncements

In May 2025, the FASB issued ASU 2025-04, “Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer”, which amends ASC 718 and ASC 606 to (i) expand the definition of a performance condition to include vesting tied to a customer’s own purchases or the purchases of the customer’s customers, (ii) require entities to estimate expected forfeitures, and (iii) clarify that the variable consideration guidance in ASC 606 does not apply to share-based consideration payable to a customer. The amendments are effective for annual and interim periods beginning after December 15, 2026, with early adoption permitted. WeThe ~~are~~Company is currently evaluating the impact of this guidance on ~~our~~the Company’s condensed consolidated financial statements.

~~ITEM~~In 3December ~~QUANTITATIVE~~2025, ~~AND~~the ~~QUALITATIVE~~FASB ~~DISCLOSURES~~issued ~~ABOUT~~ASU ~~MARKET~~2025-11, ~~RISK~~“Interim Reporting (Topic 270): Narrow-Scope Improvements”. The amendments clarify the scope of interim reporting guidance and improve the form and content of interim financial statements and related disclosures. The update also introduces a disclosure principle requiring entities to disclose events occurring since the end of the most recent annual reporting period that have a material impact on the entity. The amendments are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting this guidance on its condensed consolidated financial statements and related disclosures.

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.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer, of the effectiveness of our disclosure controls and procedures as of January 31, 2026. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our chief executive officer concluded that our disclosure controls and procedures were not effective. The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (i) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (ii) inadequate segregation of duties and effective risk assessment; and (iii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines. The aforementioned material weaknesses were identified by our chief executive officer in connection with the review of our financial statements as of January 31, 2026.

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We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer, of the effectiveness of our disclosure controls and procedures as of October 31, 2025. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our chief executive officer concluded that our disclosure controls and procedures were not effective. The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (i) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (ii) inadequate segregation of duties and effective risk assessment; and (iii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines. The aforementioned material weaknesses were identified by our chief executive officer in connection with the review of our financial statements as of October 31, 2025.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The internal controls for the Company are provided by executive management’s review and approval of all transactions. Our internal control over financial reporting also includes those policies and procedures that:

	1.	pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

	2.	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management; and

	3.	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of ~~October~~January 31, ~~2025~~2026. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of these controls.

As of ~~October~~January 31, ~~2025~~2026, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013 and SEC guidance on conducting such assessments. Based on such evaluation, the Company’s management concluded that, during the period covered by this Report, our internal control over financial reporting were not effective due to the presence of material weaknesses.

Changes in Internal Control over Financial Reporting:

There were no changes in our internal control over financial reporting during the ~~three~~six months ended ~~October~~January 31, ~~2025~~2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not subjected to nor engaged in any litigation, arbitration or claim of material importance, and no litigation, arbitration or claim of material importance is known to us to be pending or threatened by or against our Company that would have a material adverse effect on our Company’s results of operations or financial condition. Further, 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 our Company.

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

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)

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

	Keemo Fashion Group Limited
	(Name of Registrant)
Date: December 12, 2025
Date: March 16, 2026
	By:	/s/ LIU LU
		Liu Lu
	Title:	Chief Executive Officer, President, Secretary, Treasurer, Director
		(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)

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