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 ~~December~~March 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 No. 000-56681

DFP HOLDINGS LIMITED

(Exact name of registrant as specified in its charter)

Nevada

32-0672927

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

1/F., No. 22, Lane 50, Section 3, Nangang Road

Nangang District, Taipei City 115607

Taiwan

(Address of principal executive offices, zip code)

Tel: (886) 2 8772 2001

(Registrant’s telephone number, including area code)

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

Yes ☐ No ☒

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

Yes ☐ No ☒

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

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

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

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

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

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

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

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

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

APPLICABLE ONLY TO CORPORATE ISSUERS

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 ~~February~~May 2315, 2026
Common Stock, $0.0001 par value		~~216~~217,~~779~~111,~~700~~050

DFP HOLDINGS LIMITED

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED ~~DECEMBER~~MARCH 31, ~~2025~~2026

INDEX

			Page
Part I. Financial Information			4
	Item 1.	Financial Statements	4
		Condensed Consolidated Balance Sheets as of December 31, 2025 (Unaudited) and September 30, 2025	4
		Condensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and September 30, 2025	4
		Condensed Consolidated Statements of Operations (Unaudited) – Three months ended December 31, 2025 and 2024	5
		Condensed Consolidated Statements of Operations (Unaudited) – Three and Six months ended March 31, 2026 and 2025	5
		Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) – Three months ended December 31, 2025 and 2024	6
		Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) – Three and Six months ended March 31, 2026 and 2025	6
		Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) – Three months ended December 31, 2025 and 2024	7
		Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) – Three and Six months ended March 31, 2026 and 2025	7
		Condensed Consolidated Statements of Cash Flows (Unaudited) - Three months ended December 31, 2025 and 2024	8
		Condensed Consolidated Statements of Cash Flows (Unaudited) - Three and Six months ended March 31, 2026 and 2025	8
		Notes to Condensed Consolidated Financial Statements (Unaudited) - Three months ended December 31, 2025 and 2024	9
		Notes to Condensed Consolidated Financial Statements (Unaudited) - Three and Six months ended March 31, 2026 and 2025	9
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1719
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1820
	Item 4.	Controls and Procedures	1921
Part II. Other Information			2022
	Item 1.	Legal Proceedings	2022
	Item 1A.	Risk Factors	2022
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2022
	Item 3.	Defaults Upon Senior Securities	2022
	Item 4.	Mine Safety Disclosures	2022
	Item 5.	Other Information	2022
	Item 6.	Exhibits	2123
Signatures			2224

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

PART I – FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements.

DFP HOLDINGS LIMITED

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF ~~DECEMBER~~MARCH 31, ~~2025~~2026 (UNAUDITED) AND SEPTEMBER 30, 2025

(Expressed in U.S. Dollars)

	As of December 31, 2025			As of September 30, 2025
	As of March 31, 2026			As of September 30, 2025
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	1859,~~322,102~~269		$	1,363,759
Restricted cash		4746,~~816~~802			49,213
Accounts receivable		2664,~~378~~540			-
Inventories		5581,~~860~~080			-
Prepaid expenses and other current assets		72,637			40,154
Deposit-related party		250,000			-
Total current assets		1,524,793			1,453,126
Prepaid expenses and other current assets		48,903			40,154
Total current assets		1,350,594			1,453,126
Non-current assets:
Property and equipment, net		7371,~~683~~648			68,609
Operating lease right-of-use asset		~~134~~110,~~664~~791			144,022
Lease deposits		1413,~~026~~729			14,436
Intangible assets, net (provisional)		~~338~~286,~~418~~069			-
TOTAL ASSETS	$	21,~~085~~832,~~584~~831		$	1,680,193
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	~~141~~153,~~767~~724		$	63,082
Deferred revenue		~~203~~204,~~492~~943			68,820
Due to officer		911,~~646~~759			7,739
Due to non-controlling interest		6864,~~952~~873			-
Operating lease liability – current portion		8685,~~946~~798			80,632
Contingent consideration liability		~~177~~173,~~079~~322			-
Total current liabilities		~~687~~694,~~882~~419			220,273
Non-current liabilities:
Operating lease liability – non-current portion		4724,~~718~~993			63,390
Total non-current liabilities		4724,~~718~~993			63,390
TOTAL LIABILITIES		~~735~~719,~~600~~412			283,663
Stockholders’ equity:
Preferred Stock, $0.0001 par value; 200,000,000 shares authorized; no shares issued and outstanding		-			-
Common Stock, $0.0001 par value; 600,000,000 shares authorized; 216,779,700 and 216,779,700 shares issued and outstanding at December 31, 2025 and September 30, 2025, respectively		21,678			21,678
Common Stock, $0.0001 par value; 600,000,000 shares authorized; 217,111,050 and 216,779,700 shares issued and outstanding at March 31, 2026 and September 30, 2025, respectively		21,711			21,678
Additional paid in capital		3,~~606~~771,~~583~~591			3,606,583
Shares to be issued (331,350 shares)		165,041			-
Accumulated other comprehensive loss		(8,156	)		3,202
Accumulated other comprehensive loss		(1,665	)		3,202
Accumulated deficit		(2,678,045	)		(2,234,933	)
Accumulated deficit		(2,461,330	)		(2,234,933	)
Total DFP Holdings Limited stockholders’ equity		1,107,101			1,396,530
Total DFP Holdings Limited stockholders’ equity		1,330,307			1,396,530
Non-controlling interests		6,318			-
Non-controlling interests		19,677			-
Total stockholders’ equity		1,113,419			1,396,530
Total stockholders’ equity		1,349,984			1,396,530
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,832,831		$	1,680,193
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,085,584		$	1,680,193

See accompanying notes to the condensed consolidated financial statements.

DFP HOLDINGS LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED ~~DECEMBER~~MARCH 31, ~~2025~~2026 AND ~~2024~~2025

(Expressed in U.S. Dollars)

(UNAUDITED)

	2025			2024
	2026			2025			2026			2025
	Three months ended December 31,
	Three months ended March 31,						Six months ended March 31,
	2025			2024
	2026			2025			2026			2025
Net Revenues
NET REVENUES
Services	$	64102,~~638~~104		$	~~438~~233,~~711~~372		$	166,742		$	672,082
Products		56262,~~252~~950			414,~~066~~333			319,202			18,400
Net revenue		~~120~~365,~~890~~054			~~442~~247,~~777~~705			485,944			690,482
OPERATING COSTS AND EXPENSES:
Cost of revenues		97286,~~627~~270			~~122~~90,~~932~~463			383,897			213,395
General and administrative expenses		255,136			238,007
General and administrative expense		308,350			185,002			563,486			423,009
General and administrative expenses-related party		128			17,613
General and administrative expense-related party		762			22,099			890			39,712
Total operating costs and expenses		352,891			378,552
General and administrative expense		762			22,099			890			39,712
INCOME (LOSS) FROM OPERATIONS		(232,001	)		64,225
Total operating costs and expenses		595,382			297,564			948,273			676,116
OTHER INCOME:
LOSS FROM OPERATIONS		(230,328	)		(49,859	)		(462,329	)		14,366
Interest income		4,423			11,821
OTHER INCOME:
INCOME (LOSS) BEFORE INCOME TAXES		(227,578	)		76,046
Interest income		254			169			4,677			11,990
Income taxes		-			(46,296	)
INCOME (LOSS) BEFORE TAXES		(230,074	)		(49,690	)		(457,652	)		26,356
NET INCOME (LOSS)		(227,578	)		29,750
(Provision) benefit for income taxes		-			434			-			(45,862	)
Less: Net loss attributable to non-controlling interest		1,181			-
NET LOSS		(230,074	)		(49,256	)		(457,652	)		(19,506	)
Net income (loss) attributable to DFP Holdings Limited	$	(226,397	)	$	29,750
Less: Net loss attributable to non-controlling interest		13,359			-			14,540			-
NET INCOME (LOSS) PER SHARE-basic and diluted	$	(0.00	)	$	0.00
Net loss attributable to DFP Holdings Limited	$	(216,715	)	$	(49,256	)	$	(443,112	)	$	(19,506	)
WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING-basic and diluted		216,779,770			216,779,770
NET LOSS PER SHARE-basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING		216,899,860			216,779,700			216,839,452			216,779,700

See accompanying notes to the condensed consolidated financial statements.

DFP HOLDINGS LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

FOR THE THREE AND SIX MONTHS ENDED ~~DECEMBER~~MARCH 31, ~~2025~~2026 AND ~~2024~~ 2025

(Expressed in U.S. Dollars)

(UNAUDITED)

	2025			2024
	2026			2025			2026			2025
	Three months ended December 31,
	Three months ended March 31,						Six months ended March 31,
	2025			2024
	2026			2025			2026			2025
Net income (loss) attributable to DFP Holdings Limited	$	(~~226~~216,~~397~~715	)	$	29(49,~~750~~256	)	$	(443,112	)	$	(19,506	)
Other comprehensive (loss) income:
-Foreign currency translation loss		(46,~~867~~491	)		(124,~~018~~115	)		(11,358	)		(16,133	)
COMPREHENSIVE INCOME (LOSS)
Comprehensive loss attributable to noncontrolling interest		-			-			-			-
Comprehensive income (loss) attributable to DFP Holdings Limited	$	(~~231~~223,~~264~~206	)	$	17(53,~~732~~371	)	$	(454,470	)	$	(35,639	)

See accompanying notes to the condensed consolidated financial statements.

DFP HOLDINGS LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED ~~DECEMBER~~MARCH 31, ~~2025~~2026 AND ~~2024~~2025

(Expressed in U.S. Dollars)

(UNAUDITED)

Three months ended December 31, 2025

	NUMBER OF SHARES		AMOUNT		ADDITIONAL PAID-IN CAPITAL		ACCUMULATED DEFICIT			ACCUMULATED COMPREHENSIVE LOSS			SHARES TO BE ISSUED			NON- CONTROLLING INTEREST			TOTAL STOCKHOLDERS’ EQUITY
	COMMON STOCK
	NUMBER OF SHARES		AMOUNT		ADDITIONAL PAID-IN CAPITAL		ACCUMULATED DEFICIT			ACCUMULATED COMPREHENSIVE LOSS			SHARES TO BE ISSUED			NON- CONTROLLING INTEREST			TOTAL STOCKHOLDERS’ EQUITY
Balance as of September 30, 2025		216,779,700	$	21,678	$	3,606,583	$	(2,234,933	)	$	3,202		$	-		$	-		$	1,396,530
Foreign currency translation		-		-		-		-			(4,867	)		-			-			(4,867	)
Shares to be issued related to acquisitions		-		-		-		-			-			165,041			-			165,041
Acquisition of non-controlling interests		-		-		-		-			-			-			20,858			20,858
Net loss		-		-		-		(226,397	)		-			-			(1,181	)		(227,578	)
Balance as of December 31, 2025 (Unaudited)		216,779,700		21,678		3,606,583		(2,461,330	)		(1,665	)		165,041			19,677			1,349,984
Foreign currency translation		-		-		-		-			(6,491	)		-			-			(6,491	)
Shares issued related to acquisitions		331,350		33		165,008		-			-			(165,041	)		-			-
Net loss		-		-		-		(216,715	)		-			-			(13,359	)		(230,074	)
Balance as of March 31, 2026 (Unaudited)		217,111,050	$	21,711	$	3,771,591	$	(2,678,045	)	$	(8,156	)	$	-		$	6,318		$	1,113,419

	NUMBER OF SHARES		AMOUNT		ADDITIONAL PAID-IN CAPITAL		ACCUMULATED DEFICIT			ACCUMULATED COMPREHENSIVE LOSS			SHARE APPLICATION PENDING ALLOTMENT		NON- CONTROLLING INTEREST			TOTAL STOCKHOLDERS’ EQUITY
	COMMON STOCK									ACCUMULATED
	COMMON STOCK
	NUMBER OF SHARES		AMOUNT		ADDITIONAL PAID-IN CAPITAL		ACCUMULATED DEFICIT			OTHER COMPREHENSIVE LOSS			SHARES TO BE ISSUED		NON- CONTROLLING INTEREST			TOTAL STOCKHOLDERS’ EQUITY
	NUMBER OF SHARES		AMOUNT		ADDITIONAL PAID-IN CAPITAL		ACCUMULATED DEFICIT			ACCUMULATED COMPREHENSIVE LOSS			SHARES TO BE ISSUED		NON- CONTROLLING INTEREST			TOTAL STOCKHOLDERS’ EQUITY
Balance as of September 30, 2024		216,779,700	$	21,678	$	3,610,522	$	(1,781,406	)	$	(7,855	)	$	-	$	-		$	1,842,939
Balance as of September 30, 2025		216,779,700	$	21,678	$	3,606,583	$	(2,234,933	)	$	3,202		$	-	$	-		$	1,396,530
Foreign currency translation		-		-		-		-			(12,018	)		-		-			(12,018	)
Foreign currency translation		-		-		-		-			(4,867	)		-		-			(4,867	)
Net Income		-		-		-		29,750			-			-		-			29,750
Shares to be issued related to acquisitions		-		-		-		-			-			165,041		-			165,041
Balance as of December 31, 2024 (Unaudited)		216,779,700		21,678		3,610,522		(1,751,656	)		(19,873	)		-		-			1,860,671
Acquisition of non-controlling interests		-		-		-		-			-			-		20,858			20,858
Balance		216,779,700		21,678		3,610,522		(1,751,656	)		(19,873	)		-		-			1,860,671
Net loss		-		-		-		(226,397	)		-			-		(1,181	)		(227,578	)
Foreign currency translation		-		-		-		-			(4,115	)		-		-			(4,115	)
Balance as of December 31, 2025 (Unaudited)		216,779,700	$	21,678	$	3,606,583	$	(2,461,330	)	$	(1,665	)	$	165,041	$	19,677		$	1,349,984
Net loss		-		-		-		(49,256	)		-			-		-			(49,256	)
Net income (loss)		-		-		-		(49,256	)		-			-		-			(49,256	)
Balance as of March 31, 2025 (Unaudited)		216,779,700	$	21,678	$	3,610,522	$	(1,800,912	)	$	(23,988	)	$	-	$	-		$	1,807,300
Balance		216,779,700		21,678		3,610,522		(1,800,912	)		(23,988	)		-		-			1,807,300

Three months ended December 31, 2024

	Number of Shares		Amount		Paid-in Capital		Comprehensive Loss			Accumulated Deficit			Stockholders’ Equity
	Common Stock				Additional		Accumulated Other						Total
	Number of Shares		Amount		Paid-in Capital		Comprehensive Loss			Accumulated Deficit			Stockholders’ Equity
Balance as of September 30, 2024		216,779,700	$	21,678	$	3,610,522	$	(7,855	)	$	(1,781,406	)	$	1,842,939
Balance		216,779,700	$	21,678	$	3,610,522	$	(7,855	)	$	(1,781,406	)	$	1,842,939
Foreign currency translation		-		-		-		(12,018	)		-			(12,018	)
Net income		-		-		-		-			29,750			29,750
Balance as of December 31, 2024 (Unaudited)		216,779,700	$	21,678	$	3,610,522	$	(19,873	)	$	(1,751,656	)	$	1,860,671
Balance		216,779,700	$	21,678	$	3,610,522	$	(19,873	)	$	(1,751,656	)	$	1,860,671

See accompanying notes to the condensed consolidated financial statements.

DFP HOLDINGS LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE ~~THREE~~SIX MONTHS ENDED ~~DECEMBER~~MARCH 31, ~~2025~~2026 AND ~~2024~~2025

(Expressed in U.S. Dollars)

(Unaudited)

	2025			2024
	2026			2025
	Three months ended December 31,
	Six months ended March 31,
	2025			2024
	2026			2025
Cash flows from operating activities:
Net income (loss)	$	(227,578	)	$	29,750
Net loss	$	(457,652	)	$	(19,506	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		37,684			4,984
Non-cash operating lease cost		41,619			45,756
Depreciation and amortization		88,867			10,846
Changes in operating assets and liabilities:
Inventories		(55,860	)		(5,747	)
Accounts receivable		(64,540	)		-
Accounts receivable		(26,378	)		-
Inventories		(81,080	)		(5,878	)
Prepaid expenses and other current assets		5781,~~632~~370			(110,~~109~~714	)
Prepaid expenses-related party		-			181,~~432~~418
Decrease in right-of-use asset		9,358			24,838
Accounts payable and accrued liabilities		(17,761	)		9,656
Account payables and accrued liabilities		(29,718	)		16,654
Deferred revenue		136,123			(48,233	)
Deferred revenue		134,672			(35,039	)
Income tax payable		-			45,084
Operating lease liability		(941,~~358~~619	)		(2445,~~838~~756	)
Income tax payable		-			45,802
Net cash used in operating activities		(314,673	)		(17,327	)
Net cash (used in) provided by operating activities		(109,546	)		73,727
Cash flows from investing activities:
Purchase of property and equipment		(611,~~320~~294	)		(23,~~684~~528	)
Cash received from acquisitions		4,978			-
Deposit-related party		(250,000	)
Net cash used in investing activities		(1,342	)		(23,684	)
Cash acquired in acquisitions, net of cash paid		4,978			-
Net cash used in investing activities		(256,316	)		(23,528	)
Cash flows from financing activities:
Advances from officer		14,~~907~~020			2,~~777~~773
Advances from non-controlling interests		6864,~~433~~353			-
Net cash provided by financing activities		7068,~~340~~373			2,~~777~~773
Effect of exchange rate changes on cash, cash equivalents, and restricted cash		(2,506	)		(9,263	)
Effect of exchange rate changes in cash and cash equivalents		(4,285	)		(12,147	)
Net increase (decrease) in cash, cash equivalents, and restricted cash		(43,054	)		43,557
Net increase in cash, cash equivalents, and restricted cash		(506,901	)		(50,229	)
Cash, cash equivalents and restricted cash, beginning of period		1,412,972			1,935,664
Cash, cash equivalents, and restricted cash, beginning of year		1,412,972			1,935,664
Cash, cash equivalents and restricted cash, end of period	$	1,369,918		$	1,979,221
Cash, cash equivalents and restricted cash, end of year	$	906,071		$	1,885,435
Supplemental disclosure of cash flow information:
Income taxes paid	$	-14,747		$	23,~~831~~608
Noncash investing and financing activities:
Right-of-use asset and lease liability recorded for new lease	$	14,793		$	-

See accompanying notes to the condensed consolidated financial statements.

DFP HOLDINGS LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED ~~DECEMBER~~MARCH 31, ~~2025~~2026 AND ~~2024~~2025

(Expressed in U.S. Dollars)

(Unaudited)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of business

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

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

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

On April 15, 2025, the Company acquired 100% of Huang Tian Limited (DFP Huang Tian), a company incorporated in Taiwan, from Mr. Hsu Shou Hung, the CEO of the Company, for a purchase price of approximately $9,120 (NT$ 300,000).

In November 2025, the Company completed the acquisition of the 51% controlling equity interests in three unrelated companies, Dong Li Fang Zhou Co. Limited (“DLFZ”), Homula Limited Company (“HLC”), and Haisen Shangliu Co. Limited (“HSCL”) (see Note 6).

Going concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. In accordance with Accounting Standards Codification (“ASC”) 205-40, Going Concern, the Company’s management has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the accompanying financial statements were issued. For the ~~year~~period ended ~~December~~March 31, ~~2025~~2026, the Company recorded a net loss of $~~227~~457,~~578 and~~652 and used cash in operations of $~~109~~314,~~546~~673. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that these financial statements are issued. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s consolidated financial statements for the year ended September 30, 2025, has also expressed substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

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

Basis of presentation

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

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries DFP ~~Holdings Limited (~~Seychelles~~) (“DFP Seychelles”)~~, DFP ~~Holdings Limited (~~Taiwan), ~~(“DFP Taiwan”) Tide Holdings Limited (~~TIDE), ~~Huang Tian~~and ~~Limited (Taiwan) (“~~DFP Huang Tian”), ~~Dong~~and Liits ~~Fang~~51% ~~Zhou~~owned ~~Co.~~subsidiaries ~~Limited (“~~DLFZ”), ~~Homula Limited Company (“~~HLC”) , and ~~Haisen Shangliu Co. Limited (“~~HSCL”). Intercompany accounts and transactions have been eliminated in consolidation.

Use of estimates

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

Revenue recognition

The Company’s revenue consists of revenue from services and revenue from products. Revenue from services represent delivering online and in-person media and leadership training courses (“service revenue”). In addition, the Company sells products to customers (“product revenue”).

Revenue is recognized in the period in which the services or products are delivered, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The Company recognizes deferred revenue at each period end for contracts that have been paid but which the related service or products has not been performed or delivered. The Company offers no discounts, rebates, rights of return, or other allowances to clients which would result in the establishment of reserves against service revenue.

The following table provides information about disaggregated revenue:

	2025		2024
	2026		2025
	For the three months ended December 31,
	For the six months ended March 31,
	2025		2024
	2026		2025
Service revenue	$	64166,~~638~~742	$	~~438~~672,~~711~~082
Product revenue		56319,~~252~~202		418,~~066~~400
Total revenue	$	~~120~~485,~~890~~944	$	~~442~~690,~~777~~482

Cost of revenue

Cost of service revenue primarily consists of commissions, advertising and promotion fee, facility rentals directly attributable to the courses rendered, and cost of products.

	2025		2024
	2026		2025
	For the three months ended December 31,
	For the six months ended March 31,
	2025		2024
	2026		2025
Commissions	$	3352,~~893~~649	$	94168,~~796~~934
Advertising		1124,~~804~~661		713,~~493~~482
Rental of instructional facilities		1520,~~393~~297		1418,~~905~~677
Other		36,537		5,738
Cost of products sold		230,703		1,684
Total cost of revenue	$	97,627	$	122,932
Other		55,587		10,618
cost of revenue	$	97,627	$	122,932
Total cost of revenue	$	383,897	$	213,395
Cost of revenue	$	383,897	$	213,395

Cash, cash equivalents and restricted cash

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

SCHEDULE OF CASH AND CASH EQUIVALENTS

	As of December 31, 2025		As of September 30, 2025
	As of March 31, 2026		As of September 30, 2025
Cash and cash equivalents
Denominated in United States Dollars	$	~~992~~661,~~659~~581	$	1,142,551
Denominated in New Taiwan Dollars		~~329~~197,~~443~~688		221,208
Cash and cash equivalents		1859,~~322,102~~269		1,363,759
Restricted cash		4746,~~816~~802		49,213
Cash, cash equivalents and restricted cash	$	1906,~~369,918~~071	$	1,412,~~927~~972

Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash. As of ~~December~~March 31, ~~2025~~2026, substantially all the Company’s cash was held by two major financial institutions located in Taiwan, which management believes is of high credit quality. At ~~December~~March 31, ~~2025~~2026, none of the Company’s cash accounts are insured by the U.S. Federal Deposit Insurance Corporation (the “FDIC”).

Restricted Cash

Restricted cash represents accounts designated as collateral required by the bank. Since our course fees are usually paid by our customers using credit card transactions, banks are concerned about potential chargebacks from our customers. The Company includes restricted cash along with the cash and cash equivalents balance for presentation in the consolidated statements of cash flows.

Inventories

The Company purchases finished goods merchandise inventory which is stated at the lower of cost or net realizable value. For the ~~three~~six months ended ~~December~~March 31, ~~2025~~2026, there were no write-downs of inventory.

Impairment of long-lived assets

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

Business Combinations

The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and separately identified intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows, useful lives, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which can be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the consolidated statements of operations and comprehensive loss.

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Intangible Assets

The Company has certain intangible assets that were initially recorded at their fair value at the time of acquisition. Intangible assets with finite useful lives are amortized using the straight-line method over their estimated useful life of three years. The Company reviews all finite-lived intangible assets for impairment when circumstances indicate that their carrying values may not be recoverable. If the carrying value of an asset group is not recoverable, the Company recognizes an impairment loss for the excess carrying value over the fair value in our consolidated statements of operations.

Fair value measurements

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

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

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

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

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

Foreign currency translation

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

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

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

	2025		2024
	2026		2025
	As of and for the three months ended December 31,
	As of and for the six months ended March 31,
	2025		2024
	2026		2025
Period-end NT$ : US$1 exchange rate		3132.3705		3233.7426
Period-average NT$ : US$1 exchange rate		31.0332		32.3970

Net income (loss) per share

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

At ~~December~~March 31, ~~2025~~2026 and ~~2024~~2025, the Company has no potentially dilutive securities, such as options or warrants, outstanding.

Concentrations

For the ~~three~~six months ended ~~December~~March 31, ~~2025~~2026 and ~~2024~~2025, no customer accounted for 10% or more of the Company’s revenue.

For the ~~three~~six months ended ~~December~~March 31, ~~2025,~~2026 ~~no service provider accounted for 10% or more of the Company’s operating costs~~ and ~~expenses~~2025, ~~while~~ ~~for the three months ended December 31, 2024,~~ no service provider accounted for 10% or more of the Company’s operating costs ~~and~~ and expenses.

Segments

Our Chief Executive Officer (“CEO”) is our chief operating decision maker (“CODM”). Our CEO evaluates performance and makes operating decisions about allocating resources based on financial data presented on a consolidated basis. We have determined that we operate as a two reportable segments composed of service business segment and sale of products segment.

Our CODM uses consolidated net income (loss) as the sole measure of segment profit or loss. Significant segment expenses include salaries and related, commissions, and operating expenses (see Note 9).

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Recent accounting pronouncements

In November 2024, the ~~Financial Accounting Standards Board (“~~FASB”) issued ~~Accounting Standards Update (“~~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~~Additionally, ~~public~~in ~~business~~January ~~entities~~2025, ~~to disclose in~~ the ~~notes~~FASB toissued ~~the~~ASU ~~financial statements~~2025-01, ~~among~~Income ~~other~~Statement ~~things,~~– ~~specific~~Reporting ~~information~~Comprehensive ~~about~~Income ~~certain~~– ~~costs~~Expense ~~and~~Disaggregation ~~expenses~~Disclosures ~~including~~(Subtopic ~~purchases~~220-40) ~~of inventory;~~Clarifying ~~employee~~the ~~compensation;~~Effective ~~and~~Date ~~depreciation,~~to ~~amortization~~further ~~and~~clarify ~~depletion expenses for each caption on~~ the ~~income~~effective ~~statement~~date ~~where~~of ~~such~~ASU ~~expenses are included~~2024-03. ASU 2024-03 isrequires ~~effective~~disclosure ~~for~~in ~~annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted, and~~ the ~~amendments~~notes ~~may be applied prospectively~~ to ~~reporting periods after~~ the ~~effective date or retrospectively to all periods presented in the~~ financial statements. ~~The~~of ~~Company~~specified isinformation ~~currently~~about ~~evaluating~~certain ~~the~~costs ~~provisions of this guidance~~ and ~~assessing the potential impact on the Company’s financial statement disclosures~~expenses.

In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40). This ASU updates the capitalization criteria for internal-use software cost by removing references to software development project stages. This ASU is effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently evaluating the impact of this ASU but does not expect it to have a material impact on its Condensed Consolidated Financial Statements and related disclosures.

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

NOTE 2 – PREPAID EXPENSES AND OTHER CURRENT ASSETS

	As of December 31, 2025		As of September 30, 2025
	As of March 31, 2026		As of September 30, 2025
Prepaid expenses	$	4121,~~485~~244	$	12,056
Deposits		22,~~952~~465		25,032
Other		85,~~200~~194		3,066
Total	$	7248,~~637~~903	$	40,154

As of ~~December~~March 31, ~~2025~~2026 and September 30, 2025, prepaid expenses ~~and other current assets~~ are made up of ~~deposits to a credit card processor, and~~ prepaid commissions, ~~website,~~ and ~~legal~~ fees.

NOTE 3 – PROPERTY AND EQUIPMENT, Net

SCHEDULE OF PROPERTY AND EQUIPMENT, Net

	As of December 31, 2025			As of September 30, 2025
	As of March 31, 2026			As of September 30, 2025
Office equipment	$	2423,~~039~~529		$	10,513
Leasehold improvements		68,~~188~~598			70,160
Motor vehicle		2426,~~288~~818			25,019
Property and equipment, Gross		~~116~~118,~~515~~945			105,692
Less: accumulated depreciation		(4247,~~832~~297	)		(37,083	)
Property and equipment, Net	$	7371,~~683~~648		$	68,609

For the period ended ~~December~~March 31, ~~2025~~2026 and ~~2024~~2025, total depreciation expense was $612,~~919~~259 and $ 810,~~670~~846, respectively

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NOTE 4 – INTANGIBLE ASSETS, Net

SCHEDULE OF INTANGIBLE ASSETS, Net

	As of December 31, 2025			As of September 30, 2025
	As of March 31, 2026			As of September 30, 2025
Intangible assets (provisional)	$	369,183		$	-
Intangible assets	$	369,183		$	-
Less: accumulated amortization		(3083,~~765~~114	)		-
Intangible assets, Net	$	~~338~~286,~~418~~069		$	-

For the period ended ~~December~~March 31, ~~2025 and 2024~~2026, total amortization expense was $3083,~~765~~114. ~~and~~For ~~$nil~~the period ended March 31, ~~respectively~~2025, there was no amortization expense recorded.

During the period ended ~~December~~ March 31, ~~2025~~2026, the Company completed the acquisitions of three entities (see Note 6). The excess of the fair value of total consideration transferred, including equity consideration and contingent consideration liability, over the fair value of net tangible assets acquired was provisionally recorded as identifiable intangible assets. Based on management’s preliminary assessment, these intangible assets primarily relate to assembled workforce know-how and operational capabilities associated with the acquired businesses and have been assigned an estimated useful life of two years. The valuation of these intangible assets is preliminary and subject to adjustment during the measurement period as additional information becomes available.

Estimated amortization expense for the next three years is as follows:

SCHEDULE OF ESTIMATED AMORTIZATION EXPENSES

September 30, 2026 (remaining)	$	~~153~~92,~~000~~560
September 30, 2027		~~181~~185,~~000~~120
September 30, 2028		48,~~418~~389

NOTE 5 – OPERATING LEASES

Prior to July 1, 2024, the Company rented office space under a short-term lease with a term of 12 months at a monthly rental of approximately $2,750 (NT$88,000) per month.

On July 1, 2024, the Company, through its wholly owned subsidiary DFP Holdings Limited (Taiwan), entered into two new operating leases for the rental of two offices with lease terms of three years each. The aggregate monthly lease payments are approximately $7,000 (NT $220,000) per month, with aggregate commitment of approximately $242,000 (NT$7,731,000). In relation to the two new leases, the Company recognized an operating lease right-of-use asset and related operating lease liability of $232,589 (NT$7,356,000) upon commencement of the new leases.

On December 1, 2025, the Company, through its subsidiary Haisen Shangliu Co. Limited (“HSCL”), entered into a new operating lease for the rental of one office with lease terms of two years. The aggregate monthly lease payment is approximately $645 (NT $20,000) per month, with aggregate commitment of approximately $15,480 (NT$480,000). In relation to the new lease, the Company recognized an operating lease right-of-use asset and related operating lease liability of $14,833 (NT$465,320) upon commencement of the new lease.

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

	For the three months ended December 31,
	For the six months ended March 31,
	2025			2024
	2026			2025
Lease Cost
Operating lease cost	$	2141,~~408~~619		$	2039,~~163~~406
Other Information
Weighted average remaining lease term – operating leases (in years)		1.5430			2.525
Weighted average discount rate for operating lease		3.26	%		3.26	%

~~Operating lease right-of-use asset for the period ended December 31, 2025 is as follows:~~14

Operating lease right-of-use asset for the period ended March 31, 2026 is as follows:

Right-of-use assets, net as of September 30, 2025	$	144,022
New lease right-of-use asset recognized		14,~~833~~519
Less: amortization		(2041,~~325~~619	)
Foreign exchange translation		(36,~~866~~131	)
Right-of-use assets, net as of December 31, 2025	$	134,664
Right-of-use assets, net as of March 31, 2026	$	110,791
Operating lease liabilities for the period ended December 31, 2025 is as follows:
Operating lease liabilities for the period ended March 31, 2026 is as follows:
Lease liability at September 30, 2025	$	144,022
New lease liability recognized		14,~~833~~519
Add: imputed interest		12,~~083~~054
Less: principal repayment		(2143,~~408~~690	)
Foreign exchange translation		(36,~~866~~114	)
Lease liability at December 31, 2025	$	134,664
Lease liability at March 31, 2026	$	110,791
Lease liability current portion	$	8685,~~946~~798
Lease liability non-current portion		4724,~~718~~993
Total operating lease liability	$	~~134~~110,~~664~~791

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

2026	$	6743,~~353~~949
2027		6967,~~265~~796
2028		1,~~275~~248
Total lease payments		~~137~~112,~~893~~993
Less: Imputed interest		(32,~~229~~202	)
Present value of operating lease liabilities	$	~~134~~110,~~664~~791

NOTE 6 – ACQUISITIONS

In November 2025, the Company completed the acquisition of the 51% controlling equity interests in three unrelated companies:

Name of acquiree	Equity interest acquired			General description
Dong Li Fang Zhou Co. Limited (“DLFZ”)		51	%	DLFZ sells automotive lubricant and car care products
Homula Limited Company (“HLC”)		51	%	HLC sells interior and architectural materials
Haisen Shangliu Co. Limited (“HSCL”)		51	%	HSCL sells consumer products

The Company utilized the acquisition method of accounting for the acquisitions in accordance with ASC 805, Business Combinations. The Company allocated the purchase price to acquired tangible assets, identifiable intangible assets, and assumed liabilities at their estimated fair values as of the date of acquisition. The Company acquired the three entities from existing shareholders for (i) cash consideration of $48,837 (NT$ 1,530,000); (ii) 331,350 shares of the Company’s common stock issuable upon execution of acquisition agreements; and (iii) contingent consideration consisting of an estimated 356,202 shares of the Company’s common stock (out of a maximum of 6,295,650 shares) issuable upon the achievement of specified post-acquisition revenue milestones. Contingent shares not earned in accordance with the performance milestones are forfeited.

SCHEDULE OF ACQUISITION

	Dong Li Fang Zhou			Homula			Haisen Shangliu			Effect of exchange rate changes			Total
Fair value of consideration
Cash	$	16,351		$	16,351		$	16,257		$	(122	)	$	48,837
Fair value of common stock (331,350 total shares to be issued)		55,225			55,225			55,225			(634	)		165,041
Fair value of common stock (331,350 total shares issued)		55,225			55,225			55,225			(634	)		165,041
Fair value of contingent consideration liability		59,367			59,367			59,026			(681	)		177,079
Total consideration transferred		130,943			130,943			130,508			(1,437	)		390,957
Non-controlling interest (49%)		13,205			(7,588	)		15,272			(31	)		20,858
Total fair value	$	144,148		$	123,355			145,780		$	(1,468	)	$	411,815
Allocation to assets acquired and liabilities assumed:
Cash	$	2,675		$	19,373		$	31,891		$	-		$	53,939
Prepaid expenses		74,397			15,481			238			-			90,116
Office equipment		-			3,347			4,153			-			7,500
Accounts and other payables		(50,123	)		(53,686	)		(5,114	)		-			(108,923	)
Net tangible assets		26,949			(15,485	)		31,168			-			42,632
Intangible assets (provisional)		117,199			138,840			114,612			(1,468	)		369,183
Total net assets acquired	$	144,148		$	123,355		$	145,780		$	(1,468	)	$	411,815

The results of Dong Li Fang Zhou, Homula Limited, and Haisen Shangliu are included in the Company’s unaudited condensed consolidated financial statements from the date acquired in November 2025 through ~~December~~March 31, ~~2025~~2026. The Company has not disclosed pro-forma revenue and earnings attributable to Dong Li Fang Zhou, Homula Limited, and Haisen Shangliu as they did not have a material effect on the Company’s condensed consolidated financial statements.

NOTE 7– ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

	As of December 31, 2025		As of September 30, 2025
	As of March 31, 2026		As of September 30, 2025
Accrual expenses	$	4346,~~095~~363	$	56,127
Account payables		641,~~454~~600		-
Other payables		9265,~~218~~761		6,955
Total	$	~~141~~153,~~767~~724	$	63,082

As of ~~December~~March 31, ~~2025~~2026 and September 30, 2025, accrued liabilities and other payables are made up of salary payable, statutory contribution, audit fees and etc.

NOTE 8 - STOCKHOLDERS’ EQUITY

As of ~~December~~March 31, ~~2025~~2026 the Company has 600,000,000 shares of commons stock authorized and ~~216~~217,~~779~~111,~~700~~050 shares of common stock issued and outstanding, respectively.

During the ~~three~~six months ended ~~December~~March 31, ~~2025 and 2024~~2026, the Company ~~did~~issued ~~not issue any~~ 331,350 shares of common stock with a fair value of $165,041 for the acquisitions of DFLZ, HCL, and HSCL (see Note 6).

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NOTE 9 - RELATED PARTY TRANSACTIONS

Mr. Hsu Shou Hung (“Mr. Hsu”), a founder of the Company, is currently the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and sole director. As of ~~December~~March 31, ~~2025~~2026, Mr. Hsu collectively owns 96,260,000 shares, or 44.4034%, of the Company’s restricted Common Stock.

At ~~December~~March 31, ~~2025~~2026 and September 30, 2025, $911,~~645~~759 and $7,739, respectively, are due to Mr. Hsu for advances to the Company for operations. The advances are due on demand, are unsecured, and are non-interest bearing.

~~Huang~~Digital ~~Tian Limited-acquisition of entity under common control~~Frontier

On ~~February~~April 2510, 2025, the Company ~~entered into a Sale and Purchase Agreement to acquire Huang Tian Limited (“HTL”)~~, ~~a dormant Taiwan private company wholly owned by~~ Mr. Hsu Shou Hung, the Company’s CEO and CFO, and ~~largest~~a ~~shareholder.~~Singapore ~~Pursuant~~private ~~to the agreement~~company, ~~the~~ ~~Company~~formed ~~agreed~~Digital toFrontier Platforms ~~acquire~~Pte ~~100%~~Ltd of(“Digital ~~the~~Frontier”). ~~issued~~Digital ~~and~~Frontier ~~outstanding~~will ~~equity~~be ~~interests~~owned of35% ~~HTL.~~by ~~The~~the ~~acquisition~~Company, ~~was~~30% ~~completed~~by onMr. ~~April 15~~Hsu, ~~2025,~~ and ~~was~~35% ~~accounted~~by ~~for~~the Singapore asprivate ancompany. ~~acquisition~~On ofMarch ~~entities~~4, ~~under~~2026, ~~common~~the ~~control.~~Company ~~The~~deposited ~~total purchase consideration of~~ $9250,~~120~~000 (~~NT$~~out ~~300,000) exceeded the carrying value~~ of ~~net~~a ~~assets~~commitment ~~acquired~~ of $51,~~181(NT$ 168~~050,~~320~~000) byto ~~$3,939~~Digital ~~(NT$~~Frontier ~~131,680).~~to be Intransferred ~~accordance~~to ~~with~~its ~~ASC~~share ~~805-50,~~capital ~~this excess~~account ~~was~~once ~~recorded~~the asother antwo ~~adjustment~~shareholders tohave ~~equity,~~made astheir itrespective ~~represents~~capital acontributions. ~~transaction~~As ~~between~~of ~~entities~~the date ~~under~~of ~~common~~this ~~control~~filing, ~~rather~~various ~~than~~corporate anformation ~~acquisition at~~and ~~fair~~governance ~~value.~~documents ~~The~~have ~~accompany~~not ~~consolidated~~been ~~financial~~completed ~~statements~~for ~~were~~Digital ~~not~~Frontier, ~~retrospectively~~and ~~adjusted for~~ the ~~acquisition~~$250,000 is ofpresented ~~HTL~~ as ofa ~~October 1,~~deposit-related ~~2023,~~party. ~~for~~Digital ~~comparative~~Frontier ~~purposes~~is ~~because~~being ~~the~~established ~~historical~~to ~~operations~~pursue ofopportunities ~~HTL~~in ~~were~~the ~~deemed~~digital toeconomy beinitially concentrating ~~immaterial~~on to the ~~Company’s~~education ~~consolidated financial statements~~sector.

Leader Capital Holdings Corp.

Mr. Lin Yi Hsiu (“Jeff Lin”) is Chief Executive Officer and a director of Leader Capital Holdings Corp. (“LCHC”). LCHC owns 8350,~~212,231~~510 shares of the Company’s restricted Common Stock and is a 30.7916% shareholder in the Company. In addition, CPN ~~Investment~~ Investment Limited (“CPN”), a company wholly owned by Jeff Lin, owns 14,868,939 shares of the Company’s restricted Common Stock, and is also a 6.85% shareholder of the Company.

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

For the ~~three~~six months ended ~~December~~March 31, ~~2025~~2026 and ~~2024~~2025, the Company incurred the following fees to Leader:

Paid to:	Description	~~2025~~2026		~~2024~~2025
		For the three months ended December 31,
		For the six months ended March 31,
Paid to:	Description	~~2025~~2026		~~2024~~2025
LCHC	IT services	$	-	$	1718,~~613~~000
LOC	IT services		-		-21,712
Total general and administrative expenses	Total	$	-	$	1739,~~613~~712

Dong Li Fang Zhou Co. Limited

Ms. Yu Yi Jen is a director and holds a 49% equity interest in DLFZ. As of the reporting date, there is an amount due to Ms. Yu of $2316,~~883~~106, due on demand representing advances provided primarily to support DLFZ’s daily operating activities.

Homula Limited Company

Mr. Tsan Jui Chin is a director and holds a 16% equity interest in HLC. As of the reporting date, there is an amount due to Mr. Tsan of $4548,~~069~~767, due on demand representing advances provided primarily to support HLC’s daily operating activities. In addition, HLC has an ~~amount~~ amount payable of $~~128~~ 890 to Mr. Tsan, mainly related to office lease expenses.

1517

NOTE 10 – COMMITMENTS AND CONTINGENCIES

In August, 2024, the Company signed a contract with a third-party consultant and agreed to pay a total of $1.2 million for certain advisory services associated with the Company’s planned Initial Public Offering, and other consulting services. For the periods ended ~~December~~ March 31, ~~2025~~2026 and ~~2024~~2025, there were no fees incurred related to this contract.

NOTE 11 - SEGMENT REPORTING

The Company’s chief operating decision maker (“CODM”) has been identified as the Company’s Chief Executive Officer (“CEO”). The Company’s CODM evaluates performance and makes operating decisions about allocating resources based on financial data presented on a consolidated basis. Because the CODM evaluates financial performance on a consolidated basis, the Company has determined that it has two operating ~~segment~~segments composed of the consolidated financial results of DFP Holdings Limited. All of ~~our~~ our revenue is derived from one country which is in Taiwan.

Service income is primarily attributable to the Company’s ~~principal~~ business of delivering online and in-person media and leadership training courses. Sales of products is mainly contributed by the three recently acquired companies (DLFZ, HLC, and HSCL)~~, whose principal business activities involve trading operations, as further described in the “Description of Business” section~~.

The following table presents the significant segment expenses and other segment items regularly reviewed by our CODM. Operating expenses include all remaining costs necessary to operate our business, which primarily include external professional services, income taxes, and other administrative expenses:

SCHEDULE OF SEGMENT REPORTING

By Business Unit	Services Business			Sale of Products			Total
	For the three months ended December 31, 2025
	For the six months ended March 31, 2026
By Business Unit	Services Business			Sale of Products			Total
Revenue	$	64166,~~638~~742		$	56319,~~252~~202		$	~~120~~485,~~890~~944
Cost of revenue		(68123,~~089~~203	)		(29260,~~538~~694	)		(97383,~~627~~897	)
Gross profit (loss)		(3,451	)		26,714			23,263
Gross profit		43,539			58,508			102,047
General and administrative expenses
Salaries and related		(93161,~~372~~099	)		(831,~~183~~705	)		(~~101~~192,~~555~~804	)
Operating expenses		(~~121~~329,~~716~~049	)		(3142,~~993~~523	)		(~~153~~371,~~709~~572	)
Loss from operations	$	(~~218~~446,~~539~~609	)	$	(1315,~~462~~720	)	$	(~~232~~462,~~001~~329	)
Total other income		4,~~365~~592			5885			4,~~423~~677
Income tax expenses		-			-			-
Net loss	$	(~~214~~442,~~174~~017	)		(1315,~~404~~635	)		(~~227~~457,~~578~~652	)

By Business Unit	Services Business			Total
	For the three months ended December 31, 2025
	For the six months ended March 31, 2025
By Business Unit	Services Business			Total
By Business Unit (Service Business only)	Services Business			Total
Revenue	$	690,482		$	690,482
Revenue	$	442,777		$	442,777
Cost of revenue		(213,395	)		(213,395	)
Cost of revenue		(122,932	)		(122,932	)
Gross profit		477,087			477,087
Gross profit		319,845			319,845
General and administrative expenses
Salaries and related		~~130~~(211,~~577~~207	)		~~130~~(211,~~577~~207	)
Operating expenses		~~125~~(251,~~043~~514	)		~~125~~(251,~~043~~514	)
Gain from operations	$	6414,~~225~~366		$	6414,~~225~~366
Total other income		11,~~821~~990			11,~~821~~990
Income tax expenses		(4645,~~296~~862	)		(4645,~~296~~862	)
Net profit	$	29,750		$	29,750
Net loss	$	(19,506	)	$	(19,506	)

NOTE 12 - SUBSEQUENT EVENTS

The Company has evaluated all events or transactions that occurred after ~~December~~March 31, ~~2025~~2026, up ~~through~~to the date that the ~~Company~~condensed ~~issued~~consolidated ~~the~~ financial statements were available to be issued. ~~During~~Based on this ~~period~~evaluation, the Company determined that there ~~was~~were no material subsequent ~~event~~events ~~which~~requiring ~~affected,~~recognition or ~~could~~disclosure ~~affect, the amounts or disclosures~~ in ~~the~~these condensed consolidated financial statements.

1618

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

OVERVIEW

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

GOING CONCERN

~~The~~ For the period ended March 31, 2026, the Company ~~has~~recorded ana ~~accumulated~~net ~~deficit~~loss of $2457,~~461,330~~652 asand ofused ~~December~~cash ~~31,~~in ~~2025~~operations of $314,673. To date, the operations have been primarily financed through the issuance of common stock. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that these financial statements are issued. ~~The~~In addition, the Company’s independent registered public accounting firm, in its report on the Company’s consolidated financial statements for the year ended September 30, 2025, has also expressed substantial doubt about the Company’s ability to continue as a going concern. The Company’s financial statements included elsewhere in this Quarterly Report do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

USE OF ESTIMATES

REVENUE RECOGNITION

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

The Company’s revenue consists of revenue from services and revenue from products. Revenue from services represent delivering online and in-person media and leadership training courses (“service revenue”) . In addition, the Company sells products to customers (“product revenue”).

Revenue is recognized in the period in which the services or products are delivered, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The Company recognizes deferred revenue at each period end for contracts that have been paid but which the related service or product has not been performed or delivered. The Company offers no discounts, rebates, rights of return, or other allowances to clients which would result in the establishment of reserves against service revenue.

1719

RECENT ACCOUNTING PRONOUNCEMENTS

See Note 1 to the Condensed Consolidated Financial Statements.

RESULTS OF OPERATIONS

2026:

For the three and six months ended March 31, 2026, we generated revenue of $365,054 and $485,944 respectively.

For the three months ended March 31, 2026, operating costs and expenses were $595,382, including cost of revenue of $286,270, general and administrative expenses of $308,350 and general and administrative expenses to related party of $762, respectively.

For the six months ended March 31, 2026, operating costs and expenses were $948,273, including cost of revenue of $383,897, general and administrative expenses of $563,486 and general and administrative expenses to related party of $890, respectively.

2025:

For the three and six months ended ~~December~~March 31, 2025, we generated revenue of $~~120~~247,~~890~~705 and $690,482 respectively.

For the three months ended ~~December~~March 31, 2025, operating costs and expenses were $~~339~~297,~~070~~564, including cost of revenue of $9790,~~627~~463, general and administrative expenses of $~~255~~185,~~136,~~002 and general and administrative expenses to related party of $~~128~~22,099, respectively.

~~2024:~~For the six months ended March 31, 2025, operating costs and expenses were $676,116, including cost of revenue of $213,395, general and administrative expenses of $423,009 and general and administrative expenses to related party of $39,712, respectively.

For the three months ended December 31, 2024, we generated revenue of $442,777.

For the three months ended December 31, 2024, operating costs and expenses were $378,552, including cost of revenue of $122,932, general and administrative expenses of $238,007, and general and administrative expenses to related party of $17,613, respectively.

Liquidity and Capital Resources

For the ~~three~~six-month period ended ~~December~~March 31, ~~2025~~2026, the Company recorded a net loss of $~~227~~457,~~578~~652 and used cash in operations of $~~109~~314,~~546~~673. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that these financial statements are issued. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s consolidated financial statements for the year ended September 30, 2025, has also expressed substantial doubt about the Company’s ability to continue as a going concern.

The Company’s ability to continue as a going concern is dependent upon the Company’s ability to implement its business plans and continue receiving financial support from its officers and shareholders. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company can obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

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

1820

Item 4. Controls and Procedures.

DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our principal executive and financial officer, we are responsible for conducting an evaluation of the effectiveness of the design and operation of our internal controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal period covered by this Report. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission (“SEC”) reports is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this Report was being prepared. Based on this evaluation, our principal executive and financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective as of ~~December~~March 31, ~~2025~~2026 due to material weaknesses in our internal ~~control~~ control over financial reporting as described below.

Material Weaknesses

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

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

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

Planned remediation of material weaknesses

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

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

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

Inherent Limitations on Effectiveness of Controls

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design and disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgement in evaluating the benefits of possible controls and procedures relative to the cost.

1921

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors.

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

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

None.

Item 3. Default upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Insider Trading Arrangements

During the quarter ended ~~December~~March 31, ~~2025~~2026, none of our directors or officers adopted or terminated any contract, instruction or written plan ~~for~~ for the purchase or sale of our securities to satisfy the affirmative defense conditions of “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement”.

Future Plans

The Company is actively engaged in discussions with several potential companies to explore strategic opportunities that align with its long-term growth objectives. Through these potential collaborations or partnerships, the Company aims to generate sustainable value for shareholders, create meaningful operational synergies, and enhance its overall market competitiveness. Management believes that these initiatives will enable the Company to strengthen its business foundation, diversify its operations, and capture emerging opportunities within its target markets.

2022

Item 6. Exhibits.

The following exhibits are filed or “furnished” herewith:

Number		Description

3.1		Certificate of Incorporation (1)

3.2		By-laws (1)

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

32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

101.INS		Inline XBRL Instance Document*

101.SCH		Inline XBRL Taxonomy Extension Schema Document*

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document*

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document*

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document*

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document*

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

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

* Filed herewith.

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

2123

SIGNATURES

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

	DFP HOLDINGS LIMITED
	(Name of Registrant)
Date: February 23, 2026	By:	/s/ Hsu Shou Hung
Date: May 15, 2026	By:	/s/ Hsu Shou Hung
	Name:	Hsu Shou Hung
	Title:	Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)

2224

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