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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

FOR THE FISCAL YEAR ENDED September 30, 2025

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

COMMISSION FILE NUMBER: 000-55377

Exceed World, Inc.

(Exact name of registrant as specified in its charter)

	DE	47-3002566
	(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

	1-23-38-6F, Esakacho, Suita-shi, Osaka Japan	564-0063
	(Address of Principal Executive Offices)	(Zip Code)

Securities to be registered under Section 12(b) of the Act: None

Securities to be registered under Section 12(g) of the Exchange Act:

Title of each class

Name of each exchange on

which our shares are traded

Common Stock, $0.0001

OTC Markets

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

[ ] Yes [X] No

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

[ ] Yes [X] No

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.

[X] 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).

[X] Yes [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

[ ]

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[ ] Yes [X] No

As of March 31, 2025, the aggregate market value of the voting common stock held by non-affiliates of the Registrant (without admitting that any person whose shares are not included in such calculation is an affiliate) was approximately $922,400 based on a market price per share of $0.40.

As of January 13, 2026, there were 32,700,000 shares of the Registrant’s common stock, par value $0.0001 per share, issued and outstanding. As of the same date there were no shares of preferred stock issued and outstanding.

TABLE OF CONTENTS

Exceed World, Inc.

PART I		PAGE
Item 1	Business	1
Item 1A	Risk Factors	4
Item 1B	Unresolved Staff Comments	4
Item 2	Properties	4
Item 3	Legal Proceedings	4
Item 4	Mine Safety Disclosures	4

PART II
Item 5	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	5
Item 6	Selected Financial Data	5
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	5
Item 7A	Quantitative and Qualitative Disclosures about Market Risk	5
Item 8	Financial Statements and Supplementary Data	F1-F10
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	6
Item 9A	Controls and Procedures	6
Item 9B	Other Information	6

PART III
Item 10	Directors, Executive Officers and Corporate Governance	7
Item 11	Executive Compensation	8
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	9
Item 13	Certain Relationships and Related Transactions, and Director Independence	9
Item 14	Principal Accounting Fees and Services	9

PART IV
Item 15	Exhibits, Financial Statement Schedules	10
	Signatures	10

Table of Contents

FORWARD LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risk and uncertainties. We use words such as “anticipate”, “believe”, “plan”, “expect”, “future”, “intend”, and similar expressions to identify such forward-looking statements. Investors should be aware that all forward-looking statements contained within this filing are good faith estimates of management as of the date of this filing. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us as described in the “Risk Factors” section and elsewhere in this prospectus.

PART I

Item 1. Business.

Corporate History

The Company was originally incorporated with the name Brilliant Acquisition, Inc., under the laws of the State of Delaware on November 25, 2014, with an objective to acquire, or merge with, an operating business. On January 12, 2016, Thomas DeNunzio of 780 Reservoir Avenue, #123, Cranston, RI 02910, the sole shareholder of the Company, entered into a Share Purchase Agreement with e-Learning Laboratory Co., Ltd., a Japan corporation (“e-Learning”). Pursuant to the Agreement, Mr. DeNunzio transferred to e-Learning, 20,000,000 shares of our common stock which represents all of our issued and outstanding shares. Following the closing of the share purchase transaction, e-Learning gained a 100% interest in the issued and outstanding shares of our common stock and became the controlling shareholder of the Company.

On January 12, 2016, the Company changed its name to Exceed World, Inc. and filed with the Delaware Secretary of State, a Certificate of Amendment. On January 12, 2016, Mr. Thomas DeNunzio resigned as our Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer. Also, on January 12, 2016, Mr. Tomoo Yoshida was appointed as our Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer.

On February 29, 2016, the Company entered into a Stock Purchase Agreement with Tomoo Yoshida, our Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer. Pursuant to this Agreement, Tomoo Yoshida transferred to Exceed World, Inc., 10 shares of the common stock of E&F Co., Ltd., a Japan corporation (“E&F”), which represents all of its issued and outstanding shares in consideration of $4,835 (JPY 500,000). Following the effective date of the share purchase transaction on February 29, 2016, Exceed World, Inc. gained a 100% interest in the issued and outstanding shares of E&F’s common stock and E&F became a wholly owned subsidiary of Exceed World. On August 4, 2016, the E&F changed its name to School TV Co., Ltd (“School TV”) and filed with the Legal Affairs Bureau in Osaka, Japan.

On April 1, 2016, e-Learning entered into stock purchase agreements with 7 Japanese individuals. Pursuant to these agreements, e-Learning sold 140,000 shares of common stock in total to these individuals and received $270 as aggregate consideration. Each paid JPY0.215 per share. At the time of purchase the price paid per share by each was the equivalent of about $0.002. This sale of shares was exempt from registration in accordance with Regulation S of the Securities Act of 1933, as amended ("Regulation S") because the above sales of the stock were made to non-U.S. persons as defined under Rule 902 section (k)(2)(i) of Regulation S, pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.

On August 1, 2016, the Company changed its fiscal year end from November 30 to September 30.

On August 9, 2016, e-Learning entered into stock purchase agreements with 33 Japanese individuals. Pursuant to these agreements, e-Learning sold 3,300 shares of common stock in total to these individuals and received $330 as aggregate consideration. Each paid JPY10 per share. At the time of purchase the price paid per share by each shareholder was the equivalent to about $0.1. These shares were sold pursuant to the Company’s effective S-1 Registration Statement deemed effective on July 20, 2016 at 4pm EST.

On October 28, 2016, the Company, with the approval of its board of directors and its majority shareholders by written consent in lieu of a meeting, authorized the cancellation of shares owned by e-Learning. e-Learning consented to the cancellation of shares. The total number of shares cancelled was 19,000,000 shares which was comprised of 16,500,000 restricted common shares and 2,500,000 free trading shares.

On October 28, 2016, every one (1) share of common stock, par value $.0001 per share, of the Company issued and outstanding was automatically reclassified and changed into twenty (20) shares fully paid and non-assessable shares of common stock of the Company, par value $.0001 per share. (“20-for-1 Forward Stock Split”) No fractional shares were issued. The authorized number of shares, and par value per share, of common stock are not affected by the 20-for-1 Forward Stock Split.

During July 2017 and August 2017, e-Learning entered into stock purchase agreements with 24 Japanese individuals. Pursuant to these agreements, e-Learning sold 2,240,000 shares of its common stock in total to these individuals and received $38,263 as aggregate consideration.

On September 26, 2018, Force Internationale Limited, a Cayman Island limited company (“Force Internationale”) entered into a Share Purchase Agreement with its wholly owned subsidiary, e-Learning and 74.5% owner of the Company. Under this Share Purchase Agreement, e-Learning transferred its 74.5% interest in the Company to Force Internationale. As consideration for this transfer, Force Internationale paid $26,000.00 to e-Learning. Immediately subsequent, the Company entered into a Share Purchase Agreement with Force Internationale, to acquire 100% of Force Holdings and 100% direct owner of e-Learning. In consideration of this agreement, the Company issued 12,700,000 common shares to Force Internationale. The result of these transaction is that Force Internationale is a 84.4% owner of the Company, the Company is a 100% owner of Force Holdings, and Force Holdings is a 100% owner of e-Learning. Prior to the Share Purchase Agreements, Force Internationale was an indirect owner of 74.5% of the Company and subsequent to the Share Purchase Agreements, Force Internationale is a direct owner of 84.4% of the Company. The Share Purchase Agreements were approved by the boards of directors of each of the Company, Force Internationale, Force Holdings, and e-Learning.

On December 6, 2018, the Company entered into a share contribution agreement (the “Contribution Agreement”) with Force Internationale. Under this Agreement, the Company transferred 100% of the equity interest of School TV to Force Internationale without consideration. This Contribution Agreement was approved by the board of directors of the Company, Force Internationale and School TV. Upon the completion of the disposal, School TV was deconsolidated from the Company's consolidated financial statements.

Overview

Our principal executive offices are located at 1-1-36, 1-2-38-6F, Esakacho, Suita-shi, Osaka 564-0063, Japan. Our phone number is +81-6-6339-4177.

The Company has elected September 30th as its fiscal year end.

Currently, we own the following wholly owned affiliated entities:

Name of Subsidiary	State or Other Jurisdiction of Incorporation or Organization

Force International Holdings Limited	Hong Kong
e-Learning Laboratory Co., Ltd.	Japan
e-Communications Co., Ltd.	Japan
AUBE Japan Co., Ltd.	Japan

* The following chart illustrates the structure of our consolidated affiliated entities:

Currently, the number of the employees of the Company is 57.

- 1 -

Table of Contents

e-Learning Business

With the completion of the Company’s acquisition of Force Holdings and its subsidiaries (Hereinafter, collectively referred to as the “Group”), we are in the business of providing education services.

The Company is an education service provider in Japan and it offers a range of e-learning education programs as well as supporting services to complement such education programs through an internet platform named “Force Club” (“Force Club”), which was launched in 2007. The Company has offered e-learning programs through “Force Club”, all of which were procured from independent third-party software developers, including pre-school learning resources, learning resources supplementing elementary school, junior high school and senior high school curriculum, preparation courses for university entrance examinations and professional qualification examinations, and English learning, appealing to a diverse customer base from pre-school children to students and adult learners. A list of the Company’s e-learning programs, target customer group and release date are set out below. The e-learning programs of Force Club mainly serve as supplemental learning resources and self-learning tools for students and adult learners.

No.	Content Name	Target	Compatible Devices	Release Date
1	ENGLISH MONSTERS	Primary school students	iOS smartphone / tablet	2013
			Android smartphone / tablet
2	Romantic English Conversation - London Ver.	Age 18 and over	iOS smartphone / tablet	2013
			Android smartphone / tablet
3	Romantic English Conversation - College Life Ver.	Age 18 and over	iOS smartphone / tablet	2013
			Android smartphone / tablet
4	ENGLISH MONSTERS AR	Primary school students	iOS smartphone / tablet	2013
			Android smartphone / tablet
5	The Blue Danube	Infants	iOS smartphone / tablet	2012
			Android smartphone / tablet	2014
6	The Nutcracker	Infants	iOS smartphone / tablet	2012
			Android smartphone / tablet	2014
7	Peter & the Wolf	Infants	iOS smartphone / tablet	2012
			Android smartphone / tablet	2014
8	The Four Seasons	Infants	iOS smartphone / tablet	2012
			Android smartphone / tablet	2014
9	The Carnival of the Animals	Infants	iOS smartphone / tablet	2012
			Android smartphone / tablet	2014
10	Play A,B,C on the Keyboard	Infants	iOS smartphone / tablet	2012
			Android smartphone / tablet	2014
11	Say Hello to English Words!	Infants	iOS smartphone / tablet	2012
			Android smartphone / tablet	2014
12	Force Paint	Infants	iOS smartphone / tablet	2012
			Android smartphone / tablet	2014
13	Force Musician	Infants	iOS smartphone / tablet	2012
14	Sign Language Course	Adults	PC	2014
15	University Entrance Exam Preparation Course	High school students/	PC	2008
		Those who prepare for entrance exam	Android smartphone / tablet	2014
16	High School Student-oriented e-learning	High school students	PC	2009
			Android smartphone / tablet	2014
17	Folstar	Adults	iOS smartphone Android smartphone	2008
18	School TV	Primary school students / Middle school students	PC	2015
			iOS smartphone / tablet
			Android smartphone / tablet
19	English Monsters app	Main: High school students / College students	iOS smartphone / tablet Android smartphone / tablet	2015
		(However, primary school students, middle school students, and adults are also included as targets.)
20	ForceMart	Force Club Members	PC	2017
			iOS smartphone / tablet
			Android smartphone / tablet
21	Japanese Words Dictionary	From primary school students to adults	PC	2021
			iOS smartphone / tablet
			Android smartphone / tablet

The Company’s e-learning programs are offered to its customers who have to be first registered as a member of Force Club. Since 2002, the Company began to offer its e-learning programs to its customers in CD-ROMs with pre-loaded learning content until 2007. Due to the popular trend for internet, starting from 2007, the Company has made its e-learning programs available on its website for its customers, and the customers need to pay a monthly fee in order to access and view the most up-to-date content on the website of the Company. At the advent of digital technology in recent years and in view of the increasing popularity of tablet devices, the Company has released its e-learning programs on smartphones and tablet devices for customer use since 2012 to cater for the popular demand of young learners and users in rural areas of Japan. The e-learning programs of Force Club are targeted at residents of Japan, and thus the e-learning programs are presented in Japanese only and no translated version is available. Since 2015, in addition to e-learning, the Company has started offline business which attracts public attentions such as Abacus School and Robot Programming School. The Company also opened “ixi After School” in Tokyo, which provides after school care services to children. Through these offline businesses, the Company has provided services to general users.

The Company regularly updates its e-learning materials and programs. In particular, the learning resources supplementing elementary school, junior high school and senior high school curriculum would be overhauled to correspond to any revision in school curriculum, which generally takes place once in a four-year period. In addition, most of preparation courses for the university entrance examinations and professional qualification examinations would be revised at one to two year intervals to cater for any changes to the examination syllabus. The website of the Company is updated from time to time to reflect the updates and changes to the learning materials and programs and for users with smartphones and tablet devices, these updates can also be downloaded from the website of the Company.

-2-

Table of Contents

Business Model

Apart from using a conventional direct sales marketing strategy, the Company has also adopted multilevel marketing (“MLM”), via the Premium Membership in the Force Club, in operating its businesses.

Since 2002, the Company has adopted a direct sales marketing strategy to market its e-learning programs. Subsequently, in 2007, the Company gradually changed its marketing strategy from direct sales to MLM for the purposes of (i) establishing its brand name and penetrating into the rural areas of Japan; (ii) promoting its products to wider customer groups through premium members; and (iii) incentivizing premium members to recruit new members to join Force Club in order to increase the sales of its products and maximize profits for the Company. Currently, the Company has no retail shops or other point-of-sale for its products (e-learning courses).

MLM was adopted by the Company in order to expand the sales of its e-learning programs through its Force Club members. There are two tiers of Force Club members, namely standard members and premium members. Among Force Club members, premium members get a tablet device which entitles the premium members to life-time access of all of the Company’s e-learning educational content. Since the Company’s e-learning education programs are distributed in the form of online downloads, it can be used both online and offline.

Force Club Membership

Force Club members are those who intend to use products and services the Company offers. There are three tiers of Force Club members, namely standard members, support members and premium members. Premium members are those who wish to engage in recruiting new members (“Premium Members”).

Premium Members have to join a premium plan under which members are given rights to use all products and services of the Company, and engage in activities to recruit new Force Club members and obtain monetary rewards and bonuses (special income or commissions) from such activities. The Company enters into a contract (the “Premium Member Contract”) with each of its Premium Members. The salient terms of the Premium Member Contract are as follows:

Eligibility - the following individuals/corporations are eligible to register as the Company’s Premium Members:

(i) Individuals (other than students) who are 20 years old or above and are residents of Japan; and

(ii) Corporations established in Japan.

Applicants are required to provide proof of identity, such as driver’s license, passport or resident card for individual members or a certified copy of the commercial registration for corporate members.

Payments – an applicant who wishes to be a Force Club Premium Member has to join the premium plan and pay an initial payment of JPY420,000 (exclusive of sales tax), comprising:

(i) The one-off registration fee of JPY10,000;

(ii) The premium package fee of JPY390,000; and

(iii)An advanced payment of monthly membership fees for the initial two months amounting to JPY20,000.

Support members pay a lower fee for the access to educational content and will receive promotional materials which is substantially lesser in scale as compared to that to a premium member. The support member has the choice to become a premium member by making relevant premium member registration and purchasing the upgrade pack from the Company.

Standard members pay the same registration fee, but a reduced monthly rate and no premium package fee. Monthly membership fees payable from the third month onwards will be automatically transmitted from a member’s bank account until termination of membership.

Based on provisions described fully in the Premium Member Contract there are fees related to, but not exclusively limited to, cancellation of membership and other stipulations pursuant to certain actions. If a Premium Member does not pay the monthly membership fee before the prescribed due date, such Premium Member will be disqualified and will not be paid any commission with respect to his/her recruitment performance in the preceding month, and Force Club services for such Premium Member will be suspended in the following month. The commission and Force Club services for such Premium Member will be resumed in the subsequent month if the monthly membership fee is paid within three months from the due date. Otherwise, the Premium Member is deemed to have withdrawn from his membership if the monthly membership fee is not paid for three consecutive months after the payment due date.

In addition, the Premium Member Contract sets out the rules of conduct required to be observed by Premium Members in recruiting new members to join Force Club. The Company is entitled to suspend a Premium Member’s business activities, suspend his or her commission, demand return of commission(s), remove his or her title, or terminate his or her membership if such Premium Member violates or infringes the rules of conduct or other related laws or regulations, and/or acts in a way that is offensive to public order and morals.

Upon registration as Force Club members, applicants will be given a user ID to gain access to the e-learning programs through Force Club platform. Force Club members will be given additional four user IDs after registration so that they can use a total of five user IDs for accessing e-learning content through Force Club platform.

The number of Force Club members has increased from approximately 3,989 as of September 30, 2008 to approximately 13,095 as of the date of this report.

Connector Plan Membership

The Company launched a new Game Business (Connector Plan) website as from June 2024 earning membership fee and game points.

There is only one type of member who is required to subscribe JPY110,000 as a one-off and non-refundable membership fee.

Having joined the membership, the member is required to purchase JPY10,000 game points per month or the registered member introduces another member who purchases a monthly game point at JPY10,000.

The member is required to upload his/ her personal identification data through the AUBE (formerly ATEM) Quest Connector website at https://aq-connector.jp. At the bottom of the AUBE (formerly ATEM) website, there are User Terms and Conditions, Terms under Specified Commercial Law and Privacy Policy.

The membership fee JPY110,000 is paid at the time of registration. The JPY10,000 game points purchased per month by the members can be used within 6 months since the purchase date.

Similar to the Force Club Membership business model, when a member introduces others to register or purchase game points, the company will calculate and pay a commission back to the member who referred them.

Competition

We believe that our main competitors are those provide similar e-learning product offerings in Japan. Specifically, we believe our biggest competitors at present are Recruit Marketing Partners Co., Ltd., which provides "Study Supplements", JustSystem Corporation, which provides "Smile Zemi", Benesse Corporation which provides "Challenge Touch" and SuRaLa Net Co., Ltd. which provides "SuRaLa", whose product offerings are also consistent of e-learning programs and services.

Current Advertising

Our advertising expenses are primarily comprised of, but not limited to, sales events hosted for sales agents, exhibitions to promote and display company product offerings, signboards, and public relations activities.

Employees

The number of the employees of the Company, and all subsidiaries, as of the filing date is fifty-seven. All fifty-seven employees are considered full-time employees. We do not presently have pension, health, annuity, insurance, stock options, profit sharing, or similar benefit plans; however, we may adopt plans in the future. There are presently no personal benefits available to our officers/or directors and or employees.

Government Regulations

Companies in Japan are regulated by the “Act on Specified Commercial Transactions in Japan.” The Company believes it is fully in compliance with this Act, which outlines the rules and regulation regarding transactions arising from door-to-door sales, mail order sales, telemarketing sales, and multilevel marketing transactions, among other transactions defined in the Act.

The Company has legal counsel in Japan who provides instruction, direction, and reviews Company activities to ensure, to the best of Legal Counsel’s knowledge, that the Company is in compliance with the aforementioned Act.

-3-

Table of Contents

Item 1A. Risk Factors.

As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

Exceed World, Inc. is provided office space rent free from e-Learning Laboratory Co., Ltd. at the address of 1-23-38-6F, Esakacho, Suita-shi.

e-Communications Co., Ltd., a Japan corporation, is a wholly owned subsidiary of e-Learning Laboratory Co, Ltd., a Japan corporation.

e-Communications Co., Ltd. sub-leases (rents) office space from its parent company, e-Learning Laboratory Co, Ltd., a Japan corporation at the following addresses:

1-23-38-1F, Esakacho, Suita-shi, Osaka Japan 1-23-38-6F, Esakacho, Suita-shi, Osaka Japan 1-23-38-8F, Esakacho, Suita-shi, Osaka Japan 1-8-40-1F, Konan, Minato-ku, Tokyo, Japan. The aforementioned office spaces are shared by both e-Communications Co., Ltd. and e-Learning Laboratory Co., Ltd.

The following table details the terms of the lease agreements for various properties leased by e-Learning Laboratory Co., Ltd.

Workspace	Address	Lessee	Lessor	Monthly Rent	Term (Expiration of Lease)
Esaka, Osaka, 1st floor	1-23-38-1F, Esakacho, Suita-shi, Osaka Japan	e-Learning Laboratory Co., Ltd.	F&M Co., Ltd.	JPY662,200	May 31, 2027
				($4,448)
Esaka, Osaka, 6th floor	1-23-38-6F, Esakacho, Suita-shi, Osaka Japan	e-Learning Laboratory Co., Ltd.	F&M Co., Ltd.	JPY 1,102,500	June 30, 2026
				($7,405)
Esaka, Osaka, 8th floor	1-23-38-8F, Esakacho, Suita-shi, Osaka Japan	e-Learning Laboratory Co., Ltd.	F&M Co., Ltd.	JPY614,935	October 30, 2026
				($4,130)
Tokyo	1-6-12-1F, Konan, Minato-ku, Tokyo, Japan	e-Learning Laboratory Co., Ltd.	Tokyu Community Corp.	JPY 1,834,921	August 31, 2026
				($12,325)

Item 3. Legal Proceedings.

For the year ended September 30, 2025, the Company has settled five legal cases in total amount of approximately JPY8.7 million (approximately $59,000) related to the cancellation of contracts. As of the filing date, the Company had four pending legal cases, claiming a damage of approximately JPY18 million (approximately $120,000) under the same nature. Our legal counsel estimated a probable settlement of these cases with total settlement amount of approximately JPY7.2 million (approximately $48,000). The Company has recorded JPY7.2 million (approximately $48,000) as contingency liability as of September 30, 2025, representing cases not yet settled as of September 30, 2025.

During the past ten (10) years, none of our directors, persons nominated to become directors, executive officers, promoters or control persons was involved in any of the legal proceedings listen in Item 401 (f) of Regulation S-K.

Item 4. Mine Safety Disclosures.

Not applicable.

-4-

Table of Contents

PART II

Market Information

We are currently quoted on the OTC Marketplace. Our ticker symbol is EXDW.

Holders

Currently, as of the date of this report, and as of our fiscal year end, there are 66 shareholders of record of our common stock and 32,700,000 shares of common stock deemed issued and outstanding.

Dividends and Share Repurchases

We have not paid any dividends to our shareholder. There are no restrictions which would limit our ability to pay dividends on common equity or that are likely to do so in the future.

Issuer Purchases of Equity Securities

None.

Equity Compensation Plan Information

Not applicable.

Recent Sales of Unregistered Securities; Uses of Proceeds from Registered Securities

None.

Item 6. Selected Financial Data.

No applicable because the Company is a smaller reporting company.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Liquidity and Capital Resources

As of September 30, 2025 and September 30, 2024, we had cash in the amount of $7,443,390 and $17,573,926, respectively. As of September 30, 2025, our working capital was $5,257,044. In assessing our liquidity, management monitors and analyzes our cash, our ability to generate sufficient revenues in the future, and our operating and capital expenditure commitments.

Revenues

We recorded revenue of $8,624,951 for the year ended September 30, 2025 as opposed to $24,383,053 for the year ended September 30, 2024. The decrease in revenue, in our opinion, is attributed to the decrease in recruitment activities of premium Force Club members.

Net loss

We recorded net loss of $6,880,447 for the year ended September 30, 2025 as opposed to net income of $1,171,377 for the year ended September 30, 2024. The increase in net loss is attributed to a decrease in revenue.

Cash flow

For the year ended September 30, 2025, we had cash outflows from operations in the amount of $8,147,821. We had cash inflows from operations in the amount of $2,724,235 for the year ended September 30, 2024. The increase in operating cash outflow, in our opinion, is mainly attributed to an increase in net loss and changes in other current assets primarily due to the increase in consumption tax recoverable. Net cash used in investing activities for the year ended September 30, 2025 is comparable to that of the year ended September 30, 2024. Net cash provided by financing activities increased by $1,415,544 in the year ended September 30, 2025. The increase is mainly due to the borrowings from short-term and long-term loans during the year ended September 30, 2025.

Working capital

As of September 30, 2025 and 2024, we had working capital of $5,257,044 and $13,800,283, respectively.

Advertising

Advertising costs are expensed as incurred and included in selling and distributions expenses. Advertising expenses were $1,156,209 and $2,128,822 for the years ended September 30, 2025 and 2024, respectively.

Advertising expenses were comprised of, but not limited to, sales events hosted for sales agents, exhibitions to promote and display company product offerings, signboards, and public relations activities. The increase in advertising expenses is mainly because the Company held more promotional activities in current periods to attract customers.

Future Plans

Over the next twelve months, the Company intends to focus on expanding its sales network to strengthen its business activities as well as to provide benefits and incentives to premium members as value-added services, in addition to the standard compensation package.

Critical Accounting Estimates

Our discussion and analysis of our financial condition and results of operations are based upon financial statements which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experience and on assumptions that are believed to be reasonable. These estimates and assumptions provide a basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates. See Note 2 of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K for a summary of significant accounting policies and the effect on our consolidated financial statements. We did not identify any critical accounting estimates.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

As a “smaller reporting company”, we are not required to provide the information required by this Item.

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Item 8. Financial Statements and Supplementary Data.

Exceed World, Inc.

FINANCIAL STATEMENTS

INDEX TO FINANCIAL STATEMENTS

		Pages

Report of Independent Registered Public Accounting Firm (PCAOB FIRM ID 206)		F2

Consolidated Balance Sheets		F3

Consolidated Statements of Operations and Comprehensive Income (Loss)		F4

Consolidated Statements of Changes in Shareholders' Equity		F5

Consolidated Statements of Cash Flows		F6

Notes to Consolidated Financial Statements		F7-F10

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Exceed World, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Exceed World, Inc. and its subsidiaries (collectively, the “Company”) as of September 30, 2025 and 2024, and the related consolidated statements of operations and comprehensive income (loss), changes in shareholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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

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

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

/s/ MaloneBailey, LLP

www.malonebailey.com

We have served as the Company's auditor since 2019.

Houston, Texas

January 13, 2026

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EXCEED WORLD, INC.

CONSOLIDATED BALANCE SHEETS

			As of		As of
			September 30, 2025		September 30, 2024

ASSETS
Current Assets
	Cash	$	7,443,390	$	17,573,926
	Restricted cash		149,388		883,386
	Accounts receivable		521,802		296,164
	Income tax recoverable		206,694		39,990
	Prepaid expenses		367,551		189,190
	Inventories		53,823		56,178
	Short-term investment		671,682		-
	Other current assets		1,580,404		682,836
TOTAL CURRENT ASSETS			10,994,734		19,721,670

Non-current Assets
	Accounts receivable - non-current		235,089		-
	Property, plant and equipment, net		789,723		776,740
	Software, net		4,228,011		2,980,010
	Operating lease right-of-use assets, net		341,664		593,191
	Other intangible assets, net		121,590		126,913
	Long-term prepaid expenses		32,755		34,750
	Deferred tax assets		364,830		506,474
	Long-term investment		335,841		-
	Insurance funds		66,108		62,679
	Security deposits		190,787		199,010
TOTAL NON-CURRENT ASSETS			6,706,398		5,279,767

TOTAL ASSETS		$	17,701,132	$	25,001,437

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
	Accounts payable	$	345,927	$	769,067
	Accrued expenses and other payables		613,454		727,363
	Short-term loan		271,964		-
	Contingency liability		48,314		48,440
	Income tax payable		1,488		1,471
	Deferred income		592,716		498,975
	Finance lease liabilities, current		16,294		19,499
	Operating lease liabilities, current		282,411		323,620
	Due to related parties		2,144,985		1,991,360
	Due to director		741,248		741,248
	Long-term loans, current portion		300,564		-
	Other current liabilities		378,325		800,344
TOTAL CURRENT LIABILITIES			5,737,690		5,921,387

Non-current Liabilities
	Finance lease liabilities, non-current		45,898		73,574
	Operating lease liabilities, non-current		30,945		240,043
	Long term loans, non-current		908,463		-
TOTAL NON-CURRENT LIABILITIES			985,306		313,617

TOTAL LIABILITIES			6,722,996		6,235,004

Shareholders' Equity
	Preferred stock ($0.0001 par value, 20,000,000 shares authorized, 0 issued and outstanding as of September 30, 2025 and 2024)		-		-
	Common stock ($0.0001 par value, 500,000,000 shares authorized, 32,700,000 shares issued and outstanding as of September 30, 2025 and 2024)		3,270		3,270
	Additional paid-in capital		103,840		103,840
	Retained earnings		16,754,078		23,634,525
	Accumulated other comprehensive loss		(5,883,052)		(4,975,202)
TOTAL SHAREHOLDERS' EQUITY			10,978,136		18,766,433

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY		$	17,701,132	$	25,001,437

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

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EXCEED WORLD, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

			Year Ended		Year Ended
			September 30, 2025		September 30, 2024

Revenues		$	8,624,951	$	24,383,053
Cost of revenues			4,540,452		10,936,356
Gross profit			4,084,499		13,446,697

Operating expenses
	Selling and distribution expenses		1,156,209		2,128,822
	Administrative expenses		9,801,112		9,645,134
Total operating expenses			10,957,321		11,773,956

Income (loss) from operations			(6,872,822)		1,672,741

Other income (expenses)
	Other income		123,710		99,138
	Interest expenses		(9,015)		(2,253)
Total other income			114,695		96,885

Income (loss) before income tax			(6,758,127)		1,769,626
Income tax expense			122,320		598,249
Net income (loss)		$	(6,880,447)	$	1,171,377

Comprehensive income (loss)
Net income (loss)		$	(6,880,447)	$	1,171,377
Other comprehensive income (loss)
	Foreign currency translation adjustment		(907,850)		981,113

Total comprehensive income (loss)		$	(7,788,297)	$	2,152,490

Income (loss) per common share
	Basic	$	(0.21)	$	0.04
	Diluted	$	(0.21)	$	0.04

Weighted average common shares outstanding
	Basic		32,700,000		32,700,000
	Diluted		32,700,000		32,700,000

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

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EXCEED WORLD, INC.

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

							ACCUMULATED
	COMMON STOCK				ADDITIONAL PAID-IN		OTHER COMPREHENSIVE		RETAINED
	NUMBER		AMOUNT		CAPITAL		LOSS		EARNINGS		TOTAL SHAREHOLDERS’ EQUITY

Balance as of September 30, 2023	32,700,000	$	3,270	$	103,840	$	(5,956,315)	$	22,463,148	$	16,613,943
Net income	-		-		-		-		1,171,377		1,171,377
Foreign currency translation	-		-		-		981,113		-		981,113
Balance as of September 30, 2024	32,700,000	$	3,270	$	103,840	$	(4,975,202)	$	23,634,525	$	18,766,433
Net loss	-		-		-		-		(6,880,447)		(6,880,447)
Foreign currency translation	-		-		-		(907,850)		-		(907,850)
Balance as of September 30, 2025	32,700,000	$	3,270	$	103,840	$	(5,883,052)	$	16,754,078	$	$10,978,136

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

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EXCEED WORLD, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

			Year Ended		Year Ended
			September 30, 2025		September 30, 2024

CASH FLOWS FROM OPERATING ACTIVITIES
	Net income (loss)	$	(6,880,447)	$	1,171,377
	Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
	Depreciation and amortization		873,580		354,945
	Loss on company owned life insurance policies		912		976
	Gain on disposal of property, plant and equipment		(5,958)		-
	Deferred income taxes		120,367		191,489
	Non-cash lease expense		330,140		325,436
	Changes in operating assets and liabilities:
	Accounts receivable		(471,567)		(231,248)
	Income tax recoverable		(167,860)		546,965
	Prepaid expenses		(185,628)		(67,598)
	Inventories		34		(10,345)
	Other current assets		(837,927)		1,470,127
	Long-term prepaid expenses		638		1,315
	Accounts payable		(390,218)		89,910
	Contingency liability		1,870		(358,777)
	Accrued expenses and other payables		68,101		371,694
	Income tax payable		78		(432,993)
	Deferred income		114,016		(684,845)
	Other current liabilities		(387,812)		311,243
	Operating lease liabilities		(330,140)		(325,436)
	Net cash provided by (used in) operating activities		(8,147,821)		2,724,235

CASH FLOWS FROM INVESTING ACTIVITIES
	Payment for long-term investment		(334,851)		-
	Payment for short-term investment		(669,703)		-
	Purchase of property, plant and equipment		(162,949)		(396,071)
	Proceeds from disposal of property, plant and equipment		28,128		-
	Purchase of software		(2,131,621)		(2,923,412)
	Purchase of company-owned life insurance policies		(6,912)		(6,876)
	Net cash used in investing activities		(3,277,908)		(3,326,359)

CASH FLOWS FROM FINANCING ACTIVITIES
	Repayment of finance lease liabilities		(38,227)		(11,242)
	Borrowing from short-term loan		271,964		-
	Borrowings from long-term loans		1,209,027		-
	Proceeds from related parties		-		38,462
	Net cash provided by financing activities		1,442,764		27,220

Net effect of exchange rate changes on cash and restricted cash			(881,569)		867,047

Net change in cash and restricted cash			(10,864,534)		292,143
Cash and restricted cash - beginning of the year			18,457,312		18,165,169
Cash and restricted cash - end of the year		$	7,592,778	$	18,457,312

NON-CASH INVESTING AND FINANCING TRANSACTIONS
	Operating expenses paid by related parties on behalf of the Company	$	153,625	$	312,738
	Remeasurement of operating lease liabilities and right-of-use assets due to lease modification	$	103,786	$	267,294
	Property, plant and equipment obtained in connection with finance lease	$	13,176	$	61,376

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid		$	9,015	$	2,253
Income taxes paid		$	166,759	$	877,213

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

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EXCEED WORLD, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 ORGANIZATION, DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Exceed World, Inc. (the “Company”), was incorporated under the laws of the State of Delaware on November 25, 2014.

On September 26, 2018, e-Learning Laboratory Co., Ltd. (“e-Learning”), a direct wholly owned subsidiary of Force International Holdings Limited, which was incorporated in Hong Kong with limited liability (“Force Holdings”), entered into a share purchase agreement with Force Internationale Limited (“Force Internationale”), the holding company of Force Holdings, in which e-Learning agreed to sell and Force Internationale agreed to purchase 74.5% equity interest of the Company at a consideration of US$26,000.

On September 26, 2018, the same date, Force Internationale entered into a share purchase agreement with the Company, in which Force Internationale agreed to sell and the Company agreed to purchase 100% equity interest of Force Holdings. In consideration of the agreement, the Company issued 12,700,000 common stocks at US$1 each to Force Internationale. The results of these transactions are that Force Internationale is an 84.4% owner of the Company, and the Company is a 100% owner of Force Holdings (the “Reorganization”).

On December 6, 2018, the Company entered into a share contribution agreement (the “Agreement”) with Force Internationale. Under this Agreement, the Company transferred 100% of the equity interest of School TV Co., Ltd. ("School TV"), to Force Internationale without consideration. This Agreement was approved by the board of directors of the Company, Force Internationale and School TV. Upon the completion of the disposal, School TV was deconsolidated from the Company's consolidated financial statements.

As of September 30, 2025, the Company operates through our wholly owned subsidiaries, which are engaged in provision of the educational services through an internet platform called “Force Club” and online games services call “Connector Plan” business.

The Company has elected September 30th as its fiscal year end.

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). When used in these notes, the terms "Company", "we", "us" or "our" mean the Company.

NOTE 2 SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. Inter-company accounts and transactions have been eliminated. The results of subsidiaries disposed during the respective periods are included in the consolidated statements of operations and comprehensive income (loss) up to the effective date of disposal.

Name of Subsidiary	Place of Organization	Percentage of Effective Ownership
Force International Holdings Limited (“Force Holdings”)	Hong Kong	100%
e-Learning Laboratory Co., Ltd. (“e-Learning”)	Japan	100% (*1)
e-Communications Co., Ltd. (“e-Communications”)	Japan	100% (*2)
AUBE Japan Co., Ltd. (“AUBE”)	Japan	100% (*2)

(*1) Wholly owned subsidiary of Force Holdings

(*2) Wholly owned subsidiary of e-Learning

USE OF ESTIMATES

The presentation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as the date of the financial statements and the reported amounts of revenue and expenses reported in those financial statements. Certain accounting policies that contain subjective management estimates and assumptions include those related to allowance for credit losses, write-down in value of inventory, useful lives and impairment of long-lived assets, implicit interest rate of operating leases, accrual for contingencies, accrual for contingencies, realization of deferred tax assets and legal contingencies. Operating results in the future could vary from the amounts derived from management's estimates and assumptions.

CONCENTRATION OF CREDIT RISK

Financial instruments that potentially expose the Company to concentrations or credit risk consist primarily of cash. The Company places its majority of cash with financial institutions with high credit ratings and quality located in Japan. Cash balances in bank accounts in Japan are insured by the Deposit Insurance Corporation of Japan up to a limitation of JPY10 million per depositor per financial institution.

RECLASSIFICATION

Certain prior year amounts have been reclassified to conform to the current year presentation. These reclassifications had no impact on the net earnings (loss) or the financial position.

RELATED PARTY TRANSACTION

A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

CASH

Cash includes cash on hand and deposits in banks that are unrestricted as to withdrawal or use, and which have original maturities of three months or less. The Company maintains substantially all its bank accounts in Japan. Cash balances in bank accounts in Japan are insured by the Deposit Insurance Corporation of Japan subject to certain limitations.

RESTRICTED CASH

Restricted cash represents cash deposits in financial institutions that are restricted as to withdrawal according to certain agreements with financial institutions. The restricted cash is not available for withdrawal or the Company’s general use until after certain periods. Restricted cash is classified as current or non-current based on when the funds will be released in accordance with the terms of the respective agreements.

SHORT-TERM INVESTMENT

Short-term investment represents fixed rate time deposits with original maturity of greater than three months but less than a year.

ACCOUNTS RECEIVABLE AND ALLOWANCE

Accounts receivables are recognized and carried at the original invoice amount less allowance for credit losses. The Company considers various factors in establishing, monitoring, and adjusting its allowance for credit losses including the aging of receivables and aging trends, customer creditworthiness and specific exposures related to particular customers. The Company also monitors other risk factors and forward looking information, such as country specific risks and economic factors that may affect a customer’s ability to pay in establishing and adjusting its allowance for credit losses. Accounts receivable balances are written off after all collection efforts have ceased. No allowance for credit losses was reserved as of September 30, 2025 and 2024. There is a customer accounting for 99% and 99% of the Company’s total outstanding account receivable as of September 30, 2025 and 2024, respectively.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are stated at cost less depreciation and impairment loss. Depreciation is calculated using the straight-line method or declining balance method at the following estimated useful life:

Building	47 years on straight-line method
Leasehold improvement	Shorter of lease term or the estimated useful lives of the assets on straight-line method
Equipment	2 to 15 years on declining balance method or straight-line method
Vehicle	6 years on straight-line method
Land	Not depreciated

Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets.

INTANGIBLE ASSETS

Intangible assets consist of internal use software and resort membership.

The Company capitalizes certain costs related to obtaining or developing software for internal use. Prior to October 1, 2024, costs incurred during the application development stage internally or externally are capitalized and amortized on a straight-line basis over the expected useful life of five years. The application development stage includes design of chosen path, software configuration and integration, coding, hardware installation and testing. Costs incurred during the preliminary project stage and post implementation-operation stage are expensed as incurred.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which removes all references to project stages and clarifies the threshold entities apply to begin capitalizing costs. Under ASU 2025-06, an entity will begin capitalizing software costs when management has authorized and committed to funding the software project and the software project has met the probable-to-complete recognition threshold. The Company elected to early adopt this guidance for the year ended September 30, 2025, effective as of October 1, 2024, and chose the prospective transition approach that the Company would apply the guidance to new software costs incurred for all projects, including costs incurred for in-process projects, as of the beginning of the period of adoption.

Resort membership has indefinite useful life, and the balance was $121,590 and $126,913 as of September 30, 2025 and 2024, respectively, included in other intangible assets.

IMPAIRMENT OF LONG-LIVED ASSETS

The carrying value of property, plant and equipment and intangible assets subject to depreciation and amortization is evaluated whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. An impairment loss would be measured by the amount by which the carrying value of the asset exceeds the fair value of the asset. The Company believed no impairment existed as of September 30, 2025 and 2024.

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LONG-TERM INVESTMENT

Long-term investment consists of equity investments without readily determinable fair value. For those investments over which the Company does not have significant influence and without readily determinable fair value, the Company records them at cost, less impairment, and plus or minus subsequent adjustments for observable price changes, in accordance with ASC 321, “Investments Equity Securities”. Under this measurement alternative, changes in the carrying value of the equity investments are required to be made whenever there are observable price changes in orderly transactions for the identical or similar investment of the same issuer. In the year ended September 30, 2025, the Company purchased certain shares of an investee company in the amount of JPY50 million, approximately $345,000 when purchased. During year ended September 30, 2025, no impairment loss was recognized for this investment.

FOREIGN CURRENCY TRANSLATION

The Company maintains its books and records in its local currencies, Japanese YEN (“JPY”), Hong Kong Dollars (“HK$”) and United States Dollars (“US$” or “$”), which are the functional currencies as being the primary currencies of the economic environment in which their operations are conducted. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the consolidated statements of operations and comprehensive income (loss).

The reporting currency of the Company is US$ and the accompanying consolidated financial statements have been expressed in US$. In accordance with ASC Topic 830-30, Translation of Financial Statement, assets and liabilities of the Company whose functional currency is not US$ 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. Shareholders’ equity is translated at historical exchange rate at the time of transaction. The gains and losses resulting from translation of financial statements are recorded as a separate component of accumulated other comprehensive loss within the consolidated statements of changes in shareholders’ equity.

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

	September 30, 2025	September 30, 2024
Current JPY: US$1 exchange rate	148.88	142.73
Average JPY: US$1 exchange rate	149.32	150.50

Current HK$: US$1 exchange rate	7.80	7.80
Average HK$: US$1 exchange rate	7.80	7.80

REVENUE RECOGNITION

The Company primarily operates and manages multilevel marketing (“MLM”) in operating its businesses as the Force Club Membership and generates revenues by providing the rights to access the Company’s educational content and to recruit new members. From June 2024, the Company launched a new game business called Connector Plan, in which the Company generated revenues by providing the rights to access the online games and sale of virtual points.

The Company recognizes revenue by applying the following steps in accordance with ASC 606 - Revenue from contracts with Customers. The Company recognizes revenue upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to be entitled to receive in exchange for those products or services.

- Identification of the contract, or contracts, with a customer

- Identification of the performance obligations in the contract

- Determination of the transaction price

- Allocation of the transaction price to the performance obligations in the contract

- Recognition of revenue when (or as) we satisfy the performance obligation

Force Club Membership fee

Generally, the Company grants Force Club members the rights to access the Company’s educational content. There are three tiers of members, namely standard members, support members and premium members. The premium members are granted full access to the Company’s educational content and the right to recruit prospect customers to become the Company’s members. Each premium member needs to purchase a premium pack, containing promotional materials aiding the recruiting process, from the Company. The standard members are granted limited access to the Company’s educational content.

To further promote the Company’s business, the Company also offers its customers to subscribe and become a support member. Similar to a premium member, the support members are granted full access to the Company’s educational content and the right to recruit prospect customers to become the Company’s members, but the amount of commission entitled to the support member for each recruitment is lower than that to the premium members. The customers subscribing to support membership pay a lower fee for the access to educational content and will receive promotional materials which is substantially lesser in scale as compared to that to a premium member. For the years ended September 30, 2025 and 2024, the revenue generated from support member subscription is immaterial.

The support member has the choice to become a premium member by making relevant premium member registration and purchasing the upgrade pack from the Company. The revenue from upgrade pack is accounted for in the same manner as the revenue from the premium pack as described below.

Revenue from the premium pack (including the upgrade pack) is recognized net of discounts and return allowances at a point in time upon delivery. Revenue from the right to access the Company’s educational content is recognized over a period of time ratably over the effective period. For sales of premium packs and upgrade packs with return conditions, the Company reasonably estimate the possibility of return based on historical experience. There were no liabilities for return allowances nor assets from the right to recover products from the associated return allowances recorded as of September 30, 2025 and 2024, as substantially all sales of premium packs (including the upgrade pack) during the years then ended have reached the end of the return periods.

Connector Plan Membership Fee

The connector plan revenues are mainly generated through membership fee and sale of virtual points, and those virtual points can only be consumed in the Company’s online games.

Membership fee - The Company charges a membership fee to its customers, which grants its members the rights to full access to the Company’s online games and the right to recruit prospect customers to become the Company’s members for the duration of the membership. As the Company has the obligation to provide access to its online games for the duration of the membership term, the Company recognizes membership fee on a straight-line basis over a period of time ratably over the estimated service period. The Company used the average retention period of its members as the estimate for the service period. The Company evaluates the appropriateness of such estimates quarterly to see if they are in line with the Company’s observations in the operations. The Company believes this provides a reasonable depiction of the transfer of services to customers, as it is the best representation of the time period during which the Company’s customers benefit from the Company’s services. Determining the estimated service period is subjective and requires management’s judgment. Future usage patterns may differ from historical ones and therefore, the estimated service period may change in the future. The estimated service periods for the Company’s connector plan membership are approximately 200 days. For membership with refundable periods, the Company reasonably estimate the possibility of refund based on historical experience. The Company historically did not incur material refunds and did not accrue liabilities for refunds of membership fees. If actual refunds differ from the Company’s estimates, the effects could be material to the consolidated financial statements.

Sale of virtual points - The Company sells virtual points to its members and the members can consume the points by playing the online games. Revenues generated from sale of virtual points are recognized at the point in time when the members consume the points by playing online games or when the points are expired.

Contract asset and liability

Deferred income related to force club business is recognized when consideration is received from a member prior to the goods were delivered or the access was granted. Deferred income related to connector plan business is for the estimated value of the unused virtual points. As of September 30, 2025 and 2024, the Company's deferred income was $592,716 and $498,975 respectively. During the year ended September 30, 2025, the Company recognized $498,975 of deferred income from the opening balance.

The Company does not have any contract asset.

Disaggregation of revenue

For the years ended September 30, 2025 and 2024, substantially all of the Company's revenue was generated in Japan and contributed by the Company's subsidiaries. The Company disaggregates revenue into two revenue streams, consisting of Force Club Membership Fee and Connector Plan Membership Fee, as follows:

	Year Ended September 30, 2025	Year Ended September 30, 2024
Force Club Membership Fee	6,374,779	21,639,463
Connector Plan Membership Fee	2,018,469	2,469,851
Others	231,703	273,739
Total	8,624,951	24,383,053

ADVERTISING

Advertising costs are expensed as incurred and included in selling and distributions expenses. Advertising expenses were $1,156,209 and $1,053,125 for the years ended September 30, 2025 and 2024, respectively.

RESEARCH AND DEVELOPMENT EXPENSE

Research and development expenses consist primarily of expenses incurred related to the development activities for the Company’s internal-used software and are charged to operations as incurred as these costs do not qualify for capitalization. For the years ended September 30, 2025 and 2024, research and development expenses of $2,759,763 and $2,166,443 were included in general and administrative expenses in the consolidated statements of operations and comprehensive income (loss).

EARNINGS PER SHARE

The Company computes basic and diluted earnings (loss) per share in accordance with ASC Topic 260, Earnings per Share. Basic earnings (loss) per share is computed by dividing net income by the weighted average number of common stock outstanding during the reporting period. Diluted earnings (loss) per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings (loss) of the Company.

The Company does not have any potentially dilutive instruments as of September 30, 2025 and 2024, thus, anti-dilution issues are not applicable.

INCOME TAXES

The provision for income taxes includes income taxes currently payable and those deferred as a result of temporary differences between the financial statements and the income tax basis of assets and liabilities. Deferred income tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in income tax rates on deferred income tax assets and liabilities is recognized in income or loss in the period that includes the enactment date. A valuation allowance is provided to reduce deferred tax assets to the amount of future tax benefit when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Projected future taxable income and ongoing tax planning strategies are considered and evaluated when assessing the need for a valuation allowance. Any increase or decrease in a valuation allowance could have a material adverse or beneficial impact on the Company’s income tax provision and net income or loss in the period the determination is made.

The Company recognizes the tax benefit from an uncertain tax position claimed or expected to be claimed on a tax return only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. Penalties and interest incurred related to underpayment of these uncertain tax positions are classified as income tax expense in the period incurred. No such penalties and interest incurred during the years ended September 30, 2025 and 2024.

LEASES

The Company accounts for leases in accordance with ASC 842 and determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities, current and operating lease liabilities, non-current in the Company’s consolidated balance sheets, and finance leases are included in property, plant and equipment, finance lease obligations, current and finance lease obligations, non-current in the Company’s consolidated balance sheets. ROU assets and related lease liabilities from operating leases and finance leases are recognized at commencement date based on the present value of lease payments over the lease term. When determining the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option, if any. As the Company’s leases do not provide an implicit rate, the Company used an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

For leases with a term of 12 months or less, the Company makes an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. The Company recognizes lease expenses for such leases on a straight-line basis over the lease term.

Modification to existing lease agreements, including changes to the lease term or payment amounts, are reviewed to determine whether they result in a sperate contract. For modifications that do not result in a separate contract, management reviews the lease classification and re-measures the related ROU assets and lease liabilities at the effective date of the modification.

FAIR VALUE MEASUREMENT

FASB ASC 820, Fair Value Measurements and Disclosures, ("ASC 820") defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 also establishes a fair value hierarchy that prioritizes the inputs used in valuation methodologies into three levels:

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Significant other inputs that are directly or indirectly observable in the marketplace.

Level 3: Significant unobservable inputs which are supported by little or no market activity.

As of September 30, 2025 and 2024, the carrying value of currents assets and current liabilities approximated their fair values reported in the consolidated balance sheets due to their short-term maturities.

RECENT ACCOUNTING PRONOUNCEMENTS

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires that an entity disclose significant segment expenses impacting profit and loss that are regularly provided to the chief operating decision maker. The update is required to be applied retrospectively to prior periods presented, based on the significant segment expense categories identified and disclosed in the period of adoption. The amendments in ASU 2023-07 are required to be adopted for fiscal years beginning after December 15, 2023. The Company adopted ASU 2023-07 on October 1, 2024. The information is disclosed in Note 12.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 requires that entities disclose specific categories in their rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. The new standard is effective for the Company beginning December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting the standard.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses ("ASU 2024-03"). This ASU requires new financial statement disclosures disaggregating prescribed expense categories within relevant income statement expense captions. ASU 2024-03 will be effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of adopting the standard.

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NOTE 3 OTHER CURRENT ASSETS

Other current assets consist of the following:

		As of September 30, 2025		As of September 30, 2024
Consumption tax recoverable	$	928,797	$	-
Promotional materials*		633,831		667,050
Others		17,776		15,786
Total	$	1,580,404	$	682,836

* Promotional materials represent tablets to be provided to Force Club premium members to access the educational content. The Company treated them as advertising materials under ASC 720-35 Other Expenses - Advertising Costs, and deferred to expense them when the tablets were provided to the customers.

NOTE 4 INCOME TAXES

For the years ended September 30, 2025 and 2024, the provision of income tax expense was $122,320 and $598,249, consisting of current portion of $1,953 and $406,760 and deferred portion of $120,367 and $191,489, respectively.

Japan

The Company conducts its major businesses in Japan and e-Learning, e-Communications and AUBE (“Japanese Subsidiaries”) are subject to tax in this jurisdiction. As a result of its business activities, Japanese Subsidiaries file tax returns that are subject to examination by the local tax authority.

Japanese Subsidiaries are subject to a number of income taxes, which, in aggregate, represent a statutory tax rate approximately as follows:

	Company’s assessable profit
For the years ended September 30,	Up to JPY 4 million	Up to JPY 8 million	Over JPY 8 million
2025	21.87%	23.74%	34.34%
2024	21.87%	23.74%	34.34%

Open tax years in Japan are five years. As of September 30, 2025, the Company’s earliest open tax year for Japanese income tax purposes is its fiscal year ended September 30, 2020. The Company's tax attributes from prior periods remain subject to adjustment.

The reconciliations of the Japanese statutory income tax rate and the Company’s effective income tax rate are as follows:

	Year Ended September 30, 2025	Year Ended September 30, 2024
Japanese statutory tax rate	33.80%	33.80%
Income tax difference under different tax jurisdictions	(1.18)%	5.80%
Effect of valuation allowance on deferred income tax assets	(25.17)%	(11.16)%
Non-deductible expenses	(0.45)%	1.61%
Deductible tax payments	-	(1.91)%
Other adjustments	(8.81)%	0.81%
Total	(1.81)%	28.95%

Hong Kong

Force Holdings, a direct wholly owned subsidiary of the Company in Hong Kong, is engaged in investment holding. Hong Kong profits tax has been provided at the rate of 16.5% on the estimated assessable profit arising in Hong Kong.

No provision for the Hong Kong profits tax has been made as Force Holdings did not generate any estimated assessable profits in Hong Kong during the years ended September 30, 2025 and 2024.

Open tax year in Hong Kong is seven years after the relevant year of assessment. This may be extended to ten years in the case of fraud of willful evasion of taxes. There are no provisions that govern the time limit for tax collection.

United States

Exceed World, Inc., which acts as a holding company on a non-consolidated basis, does not plan to engage any business activities and current or future loss will be fully allowed. For the years ended September 30, 2025 and 2024, Exceed World, Inc., as a holding company registered in the state of Delaware, has incurred net loss and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry forward has been fully reserved.

The Company is a Delaware corporation that is subject to U.S. corporate income tax on its taxable income at a rate of up to 21% for taxable years beginning after December 31, 2017. Recent U.S. federal tax legislation, commonly referred to as the Tax Cuts and Jobs Act (the “2017 Act”), was signed into law on December 22, 2017. The 2017 Act significantly modified the U.S. Internal Revenue Code by, among other things, reducing the statutory U.S. federal corporate income tax rate from 35% to 21% for taxable years beginning after December 31, 2017; limiting and/or eliminating many business deductions; migrating the U.S. to a territorial tax system with a one-time transition tax on a mandatory deemed repatriation of previously deferred foreign earnings of certain foreign subsidiaries; subject to certain limitations, generally eliminating U.S. corporate income tax on dividends from foreign subsidiaries; and providing for new taxes on certain foreign earnings. Taxpayers may elect to pay the one-time transition tax over eight years or in a single lump sum.

The 2017 Act also includes provisions for a new tax on the Global Intangible Low-taxed Income (“GILTI”) effective for tax years of foreign corporations beginning after December 31, 2017. The GILTI provisions impose a tax on foreign income in excess of a deemed return on tangible assets of controlled foreign corporations (“CFCs”), subject to the possible use of foreign tax credits and a deduction equal to 50 percent to offset the income tax liability, subject to some limitations. The Company elected to account for GILTI tax in the period the tax is incurred, and no provision is made during the years ended September 30, 2025 and 2024.

To the extent that portions of the Company’s U.S. taxable income, such as Subpart F income or GILTI, are determined to be from sources outside of the U.S., subject to certain limitations, the Company may be able to claim foreign tax credits to offset its U.S. income tax liabilities. If dividends that the Company receives from its subsidiaries are determined to be from sources outside of the U.S., subject to certain limitations, the Company will generally not be required to pay U.S. corporate income tax on those dividends. Any liabilities for U.S. corporate income tax will be accrued in the Company’s consolidated statements of operations and comprehensive income (loss) and estimated tax payments will be made when required by U.S. law.

As of September 30, 2025, the Company’s earliest open tax year for U.S. federal income tax purposes is its fiscal year ended September 30, 2022. The Company's tax attributes from prior periods remain subject to adjustment. Open tax years in state and foreign jurisdictions generally range from three to six years.

Accounting for Uncertainty in Income Taxes

The tax authority within the jurisdiction of each of the Company’s subsidiaries conducts periodic and ad hoc tax filing reviews on business enterprises operating within that jurisdiction after those enterprises complete their relevant tax filings. Therefore, the Company’s subsidiaries’ tax filings results are subject to change. It is therefore uncertain as to whether the tax authorities may take different views about the Company’s subsidiaries’ tax filings, which may lead to additional tax liabilities.

ASC 740 requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. The management evaluated the Company’s tax positions and concluded that no provision for uncertainty in income taxes was necessary as of September 30, 2025 and 2024.

NOTE 5 DEFERRED TAX ASSETS AND DEFERRED TAX LIABILITIES

The Components of deferred tax assets and liabilities as of September 30, 2025 and 2024 were as follows:

		As of September 30, 2025		As of September 30, 2024
Deferred tax assets
Inventories	$	15,748	$	17,648
Software		355,111		493,650
Expense		16,368		16,411
Net operating loss carryforward		1,688,769		-
Total deferred tax assets		2,075,996		527,709
Less: valuation allowance		(1,688,769)		-
Net deferred tax assets	$	387,227	$	527,709

		As of September 30, 2025		As of September 30, 2024
Deferred tax liabilities
Insurance funds	$	(22,397)	$	(21,235)
Deferred tax liabilities, non-current	$	(22,397)	$	(21,235)

For the purpose of presentation in the consolidated balance sheets, certain deferred income tax assets and liabilities have been offset. The following is the analysis of the deferred income tax balances for financial reporting purpose:

		As of September 30, 2025		As of September 30, 2024
Deferred tax assets	$	364,830	$	506,474

NOTE 6 RELATED-PARTY TRANSACTIONS

Due to related parties and directors

As of September 30, 2025 and 2024, the Company’s due to related parties and directors were as follows:

		As of September 30, 2025		As of September 30, 2024
Due to director
Tomoo Yoshida, CEO, CFO, sole director and a shareholder of the Company	$	741,248	$	741,248
Total due to director	$	741,248	$	741,248

Due to related parties
Keiichi Koga, a shareholder of the Company and a director of certain subsidiaries of the Company	$	47,635	$	47,635
Force Internationale, the Company’s majority shareholder. Tomoo Yoshida is a director of Force Internationale		2,097,350		1,943,725
Total due to related parties	$	2,144,985	$	1,991,360

The payable balances are unsecured, due on demand, and bear no interest. From time to time, these related parties have advanced to the Company or paid expenses on behalf of the Company, and the Company has also made repayments. During the years ended September 30, 2025 and 2024, Force Internationale paid expense on behalf of the Company in the amount of $153,625 and $312,738, respectively.

Tomoo Yoshida provided guarantee for the Company’s office leases during the years ended September 30, 2025 and 2024.

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NOTE 7 PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following:

		As of September 30, 2025		As of September 30, 2024
Buildings	$	225,700	$	235,425
Leasehold improvement		203,888		193,757
Equipment		552,268		658,913
Vehicles		205,462		248,427
Land		167,661		174,885
Construction in process		103,805		15,974
		1,458,784		1,527,381

Accumulated depreciation		(669,061)		(750,641)

Total net book value	$	789,723	$	776,740

The aggregate depreciation expense of property, plant and equipment was $109,020 and $69,154 for the years ended September 30, 2025 and 2024, respectively.

NOTE 8 SOFTWARE

The book value of the Company’s software as of September 30, 2025 and 2024 was as follows:

		As of September 30, 2025		As of September 30, 2024
Software	$	5,611,144	$	2,335,929
Accumulated amortization		(1,462,150)		(796,141)
Software in process		79,017		1,440,222
Total net book value	$	4,228,011	$	2,980,010

The aggregate amortization expense related to the software was $764,560 and $285,791 for the years ended September 30, 2025 and 2024, respectively, included in cost of revenues and operating expenses.

The estimated future amortization expense of software as of September 30, 2025 is as follows:

Years ended September 30,	Amount
2026	$	1,010,621
2027		1,010,621
2028		1,010,621
2029		874,012
2030		322,136
Thereafter		-
Total	$	4,228,011

NOTE 9 Borrowings

Short-term Loan

In September 2025, the Company entered into a line of credit agreement with the San-in Godo Bank for a maximum borrowing amount of JPY200 million. The line of credit is subject to annual interest rate of TIBOR plus 0.8%. The Company borrowed JPY40,490,000 (approximately $272,000) on September 30, 2025 with effective interest rate of 1.402%. All borrowings under the line of credit are required to be repaid within six months from the borrowing date. The line of credit is collateralized by a land owned by the Company.

Long-term Loans

The Company’s long-term loans consist of the following:

Name of Financial Institutions	Original Amount Borrowed	Loan Duration	Interest Rate	Balance as of September 30, 2025	Balance as of September 30, 2024
The Kiyo bank, Ltd.	JPY 100,000,000	9/30/2025 – 9/30/2028	TIBOR+1.3%	$ 671,682	$ 671,682
The Kiyo bank, Ltd.	JPY 80,000,000	9/30/2025 – 9/30/2032	TIBOR+1.0%	$ 537,345	$ 537,345
Aggregate outstanding principal balances					1,209,027
Less: current portion					(300,564)
Non-current portion					908,463

Interest expenses for short-term loan and long-term loans are nil for the year ended September 30, 2025.

Future principal repayments as of September 30, 2025 are as follows:

Years ended September 30,		Amount
2026	$	572,528
2027		300,564
2028		300,752
2029		76,733
2030		76,733
Thereafter		153,681
Total	$	1,480,991

NOTE 10 COMMITMENTS

As of September 30, 2024, the Company had three finance leases comprised of equipment and vehicle leases with a gross value of $83,705 and $34,112, respectively, included in property, plant and equipment. The Company also leases its offices under operating lease and short-term lease. The estimated effect of lease renewal and termination options, as applicable, was included in the consolidated financial statements in the current period.

As of September 30, 2025, the Company had three finance leases of equipment with a gross value of $82,715, included in property, plant and equipment. The Company also leases its offices under operating lease and short-term lease. The estimated effect of lease renewal and termination options, as applicable, was included in the consolidated financial statements in the current period.

The components of lease expense were as follows:


		For the years ended September 30,
		2025		2024
Operating lease cost	$	338,700	$	336,044
Short-term lease cost		13,630		15,893
Finance lease cost:
Amortization of right-of-use assets		18,596		19,771
Interest on lease obligations		1,908		2,618
Total finance lease cost		20,504		22,389
Total lease cost	$	372,834	$	374,326

The following table presents the Company’s supplemental information related to operating and finance leases:


		For the years ended September 30,
		2025	2024
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from finance leases	$	1,908	2,618
Operating cash flows from operating leases	$	338,700	336,044
Financing cash flows from finance leases	$	16,731	11,242

Weighted Average Remaining Lease Term
Operating leases		1.11 years	1.83 years
Finance leases		3.74 years	4.10 years
Weighted Average Discount Rate
Operating leases		1.84%	1.84%
Finance leases		1.91%	3.59%

The future maturity of lease liabilities as of September 30, 2025 were as follows:

Years ended September 30,		Finance lease		Operating lease
2026	$	19,071	$	285,430
2027		19,071		31,135
2028		19,071		-
2029		12,581		-
2030		1,132		-
Thereafter		-		-
Total		70,926		316,565
Less imputed interest		(8,734)		(3,209)
Total lease liabilities		62,192		313,356
Less: current portion		(16,294)		(282,411)
Long-term lease liabilities	$	45,898	$	30,945

NOTE 11 CONTINGENCIES

The Company is subject to various claims and legal proceedings in the course of conducting the business related to Force Club Membership and, from time to time, the Company may become involved in additional claims and lawsuits incidental to the businesses. The Company’s legal counsel and the management routinely assess the likelihood of adverse judgments and outcomes to these matters, as well as ranges of probable losses; to the extent losses are reasonably estimable. Accruals are recorded for these matters to the extent that management concludes a loss is probable and the financial impact, should an adverse outcome occur, is reasonable estimable.

In the opinion of management, appropriate and adequate accruals for legal matters have been made, and management believes that the probability of a material loss beyond the amounts accrued is remote. Nevertheless, the Company cannot predict the impact of future developments affecting the Company’s pending or future claims and lawsuits. The Company expenses legal costs as incurred, and all recorded legal liabilities are adjusted as required as better information becomes available to the Company. The factors the Company considers when recording an accrual for contingencies include, among others: (i) the opinions and views of the Company’s legal counsel; (ii) the Company’s previous experience; and (iii) the decision of management as to how the Company intend to respond to the complaints.

For the year ended September 30, 2025, the Company has settled five legal cases in total amount of approximately JPY8.7 million (approximately $59,000) related to the cancellation of contracts. As of the filing date, the Company had four pending legal cases, claiming a damage of approximately JPY18.0 million (approximately $120,000) related to the disagreement in contracts. Our legal counsel estimated a probable settlement of these cases with total settlement amount of approximately JPY7.2 million (approximately $48,000). The Company accrued a total amount of JPY7.2 million (approximately $48,000) as contingency liability as of September 30, 2025, for cases not yet settled as of September 30, 2025.

NOTE 12 SEGMENT INFORMATION

Operating segments are defined as components of an enterprise engaging in business activities for which separate financial information is available and is regularly reviewed by the Company’s chief operating decision makers ("CODM") in making decisions regarding resource allocation and performance assessment. The Company determines its operations constitute a single operating segment and reportable segment in accordance with ASC Topic 280 “Segment Reporting”. The Company’s CODM has been identified as the Chief Executive Officer, who assesses financial performance and decides how to allocate resources based on consolidated net income (loss). Segment assets are reported on the Company’s consolidated balance sheets.

All of the Company's long-lived assets are located in Japan and substantially all of the Company's revenues are derived from Japan. Therefore, no geographical segments are presented.

The following table summarizes selected financial information with respect to the Company’s single operating segment and reportable segment for the years ended September 30, 2025 and 2024:


		For the Years Ended September 30,
		2025		2024
Revenues	$	8,624,951	$	24,383,053
Less：
Cost of revenues - software amortization		758,325		285,303
Cost of revenues - sales commission		3,721,961		10,464,857
Cost of revenues - others		60,166		186,196
Selling and distribution expenses		1,156,209		2,128,822
Administrative expenses - outsourcing		2,781,572		2,166,443
Administrative expenses - payroll		3,512,216		3,607,491
Administrative expenses - others		3,507,324		3,871,200
Income (loss) from operations		(6,872,822)		1,672,741
Total other income		114,695		96,885
Income (loss) before income tax		(6,758,127)		1,769,626
Income tax expense		122,320		598,249
Net income (loss)	$	(6,880,447)	$	1,171,377

NOTE 13 SUBSEQUENT EVENTS

The Company evaluated all subsequent events that may have a material impact on the Company’s consolidated financial statements as of January 13, 2026, and concluded that no such events have occurred.

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Disclosure Controls and Procedures

The Company has adopted and maintains disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in the reports filed under the Exchange Act, such as this annual report, is collected, recorded, processed, summarized and reported within the time periods specified in the rules of the SEC. The Company’s disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to management to allow timely decisions regarding required disclosure. As required under Exchange Act Rule 13a-15, the Company’s management, including the Chief Executive Officer who also serves as our Chief Financial Officer, has conducted an evaluation of the effectiveness of disclosure controls and procedures as of the end of the period covered by this annual report. Based on that evaluation, the Chief Executive Officer who also serves as our Chief Financial Officer concluded that the disclosure controls and procedures are ineffective.

Our Chief Executive Officer, Tomoo Yoshida, has reviewed the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) as of the end of the period covered by the report for the year ended September 30, 2025 and has concluded that (i) the Company’s disclosure controls and procedures are not effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Commission, and (ii) the Company’s controls and procedures have not been designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is designed to provide reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of published financial statements. Management conducted an assessment of the Company’s internal control over financial reporting based on the framework and criteria established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework. Based on the assessment, management concluded that, as of September 30, 2025 the Company’s internal control over financial reporting is ineffective based on those criteria.

The Company’s management, including its Chief Executive Officer who also serves as our Chief Financial Officer, does not expect that the Company’s disclosure controls and procedures and its internal control processes will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of error or fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that the breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

The matters involving internal controls and procedures that our Chief Executive Officer considered to be material weaknesses under the standards of the Committee of Sponsoring Organizations of Treadway Commission were: domination of management by a single individual without adequate compensating controls, lack of a majority of outside directors on board of directors, inadequate segregation of duties consistent with control objectives, lack of well-established procedures to identify, approve and report related party transactions, lack of an audit committee, lack of appropriate controls around ITGC, and lack of sufficient accounting and finance personnel or written policies and procedures with respect to the understanding and application of US GAAP and SEC reporting requirement.

Management believes that the material weaknesses did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and inadequate segregation of duties results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

Management recognizes that its controls and procedures would be substantially improved if we had an audit committee and two individuals serving as officers and as such is actively seeking to remediate this issue.

Management’s Remediation Initiatives

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

We have increased our personnel resources and technical accounting expertise to remediate material weakness in internal control over financial reporting. We plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.

We will work as quickly as possible to implement these initiatives; however, the lack of adequate working capital and positive cash flow from operations will likely slow this implementation.

Changes in Internal Control

There have been no changes in internal controls over the financial reporting that occurred during the fiscal fourth quarter, that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.

Item 9B. Other Information.

None.

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Table of Contents

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Biographical information regarding the Officers and Directors of the Company, who will continue to serve as Officers and Directors of the Company are provided below.

Exceed World, Inc.

Name	Age	Position(s)

Tomoo Yoshida	63	Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director

Tomoo Yoshida

Mr. Yoshida graduated Osaka University of Commerce in 1986. Immediately after graduation, he joined Toyota Corolla Nankai Co. Ltd. and had been engaged in car sales for eight years. In 1997, Mr. Yoshida incorporated Dipro Data Service Co., Ltd., where he had a managerial role as well as served as an IT support consultant for five years. In 2002, Mr. Yoshida co-founded e-Learning Laboratory Co., Ltd., (“e-Learning”), a company that provides educational services and products. Currently, he is the president of e-Learning. In 2009, e-Communications Co., Ltd, a wholly owned subsidiary of e-Learning and a company offering educational services was incorporated, where Mr. Yoshida has been the president since its incorporation. In 2011, Mr. Yoshida founded Force Internationale Limited (“Force Internationale”), a holding company, and appointed as its director. In 2012, Force International Holdings Limited, a subsidiary of Force Internationale was incorporated, where Mr. Yoshida has served as a director.

Corporate Governance

The Company promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the Securities and Exchange Commission (the "SEC") and in other public communications made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations. The Company has not formally adopted a written code of business conduct and ethics that governs the Company's employees, officers and directors as the Company is not required to do so.

In lieu of an Audit Committee, the Company's board of director(s) (the "Board of Directors" or "Board"), is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company's financial statements and other services provided by the Company's independent public accountants. The director(s) of the Company (“the Director(s)”), the Chief Executive Officer and the Chief Financial Officer of the Company review the Company's internal accounting controls, practices and policies. We, Exceed World, Inc., only have one Officer and Director, which is Mr. Tomoo Yoshida.

Committees of the Board

Our Company currently does not have nominating, compensation, or audit committees or committees performing similar functions nor does our Company have a written nominating, compensation or audit committee charter. Our sole Director believes that it is not necessary to have such committees, at this time, because the Director(s) can adequately perform the functions of such committees.

Audit Committee Financial Expert

Our Director has determined that we do not have a Board member that qualifies as an “audit committee financial expert” as defined in Item 407(D)(5) of Regulation S-K, nor do we have a Board member that qualifies as “independent” as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14) of the FINRA Rules.

We believe that our Director(s) are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The Director(s) does not believe that it is necessary to have an audit committee because management believes that the Board of Directors can adequately perform the functions of an audit committee. In addition, we believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the stage of our development and the fact that we have not generated any positive cash flows from operations to date.

Involvement in Certain Legal Proceedings

Our sole Officer and Director has not been involved in or a party in any of the following events or actions during the past ten years:

1.	any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
2.	any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
3.	being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
4.	being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
5.	Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
6.	Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
7.	Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:(i) Any Federal or State securities or commodities law or regulation; or(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
8.	Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Independence of Directors

We are not required to have independent members of our Board of Directors, and do not anticipate having independent Directors until such time as we are required to do so.

Code of Ethics

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

Shareholder Proposals

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

A shareholder who wishes to communicate with our Board of Director(s) may do so by directing a written request addressed to our sole Officer and Director Tomoo Yoshida, at the address appearing on the first page of this Information Statement.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company’s executive officers, directors and persons who beneficially own more than ten percent of a registered class of the Company’s equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of the Company’s common stock. Such officers, directors and persons are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms that they file with the SEC.

Based solely on a review of the copies of such forms that were received by the Company, or written representations from certain reporting persons that no Form 5s were required for those persons, the Company is not aware of any failures to file reports or report transactions in a timely manner during the Company’s fiscal year ended September 30, 2025.

Procedure for Nominating Directors

During the year ended September 30, 2025, we have not made any material changes to the procedures by which security holders may recommend nominees to our Board of Directors.

Family Relationships

There are no family relationships among our Directors, Executive Officers or persons nominated to become executive officers or directors.

Involvement in Certain Legal Proceedings

During the past ten (10) years, none of our Directors, persons nominated to become directors, executive officers, promoters or control persons was involved in any of the legal proceedings listen in Item 401 (f) of Regulation S-K.

Arrangements

There are no arrangements or understandings between an Executive Officer, Director or nominee and any other person pursuant to which he was or is to be selected as an executive officer or director.

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Table of Contents

Item 11. Executive Compensation.

The table below summarizes all compensation awarded to, earned by, or paid to our Executive Officers and Directors for the years ended September 30, 2025 and 2024 in relation to the Company.

SUMMARY COMPENSATION TABLE

Name and

principal position

Year

Salary

($)

Bonus

($)

Stock

Awards

($)

Option

Awards

($)

Non-Equity

Incentive Plan

Compensation

($)

Nonqualified

Deferred

Compensation

Earnings ($)

All Other

Compensation

($)

Total

($)

Tomoo Yoshida

Chief Executive Officer,

Chief Financial Officer

Director

2025

964,371

Tomoo Yoshida

Chief Executive Officer,

Chief Financial Officer

Director

2024

956,810

99,668

1,056,478

Notes:

On September 26, 2018, the Company entered into, and consummated, a Share Purchase Agreement with Force Internationale Limited to acquire 100% of Force International Holdings Limited, a Hong Kong limited company. In consideration of this agreement, the Company issued 12,700,000 common shares to Force Internationale Limited.

e-Learning Laboratory Co., Ltd., a Japan corporation, is a wholly owned subsidiary of Force International Holdings Limited. e-Communications Co., Ltd. and AUBE Japan Co., Ltd., a Japan corporation, is a wholly owned subsidiary of e-Learning Laboratory Co., Ltd.

For the years ended September 30, 2025 and 2024, e-Learning Laboratory Co., Ltd., paid out $803,643 and $797,342 respectively, to Mr. Tomoo Yoshida as salary compensation.

For the years ended September 30, 2025 and 2024, e-Communications Co., Ltd., paid out $160,728 and $259,136, respectively, to Mr. Tomoo Yoshida as salary compensation.

For the years ended September 30, 2025 and 2024, Force International Holdings Limited and Aube Japan Co., Ltd., had not paid any compensation of any type to Mr. Tomoo Yoshida.

Option/SAR Grants in Last Fiscal Year

None.

Outstanding Equity Awards at Fiscal Year-End

None.

Equity Compensation Plan Information

Not applicable.

Employment Agreements of our Sole Officer and Director

None.

Compensation Discussion and Analysis

Director Compensation

The Board of Directors reserves the right in the future to award the members of the Board of Directors cash or stock based consideration for their services to the Company, which awards, if granted shall be in the sole determination of the Board of Directors.

Executive Compensation Philosophy

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

Incentive Bonus

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

Long-term, Stock Based Compensation

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

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Table of Contents

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholders Matters.

As of our fiscal year end, the Company had 32,700,000 shares of common stock and no shares of preferred stock issued and outstanding, which number of issued and outstanding shares of common stock and preferred stock have been used throughout this report.

*The table below is as of September 30, 2025.

Name and Address of Beneficial Owner	Shares of Common Stock Beneficially Owned	Common Stock Voting Percentage Beneficially Owned	Voting Shares of Preferred Stock	Preferred Stock Voting Percentage Beneficially Owned	*Total Voting Percentage Beneficially Owned ()**
Executive Officers and Directors
Tomoo Yoshida	1,400,000	4.3%	-	0.0%	4.3%
5% Shareholders
Keiichi Koga	1,400,000	4.3%	-	0.0%	4.3%
Force Internationale Limited	27,594,000	84.4%	-	0.0%	84.4%

Note: Tomoo Yoshida and Keiichi Koga are the controlling parties of Force Internationale Limited, a Cayman Island company. Collectively, Mr. Yoshida and Keiichi Koga, through their personal equity interests and those indirect interests of the Company, through their ownership in Force Internationale Limited, own 93% of the issued and outstanding shares of our common stock.

Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of an option or warrant) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person’s actual voting power at any particular date.

Item 13. Certain Relationships and Related Transactions.

On December 6, 2018, the Company entered into a Share Contribution Agreement (this "Agreement") with Force Internationale Limited (“Force Internationale”), our controlling shareholder. Under this Agreement, the Company transferred 100% of the equity interests of School TV Co., Ltd (“School TV”) to Force Internationale without consideration. This Agreement and action were approved by the board of directors of each of, the Company, Force Internationale and School TV. A copy of this Agreement is included as Exhibit 10.1 to this Current Report and is hereby incorporated by reference.

Due to related parties and directors

As of September 30, 2025 and 2024, the Company’s due to related parties and directors are as follows:

		September 30, 2025		September 30, 2024
Due to director
Tomoo Yoshida, CEO, CFO, sole director and a shareholder of the Company	$	741,248	$	741,248
Total due to director	$	741,248	$	741,248

Due to related parties
Keiichi Koga, a shareholder of the Company and a director of certain subsidiaries of the Company	$	47,635	$	47,635
Force Internationale, the Company’s majority shareholder. Tomoo Yoshida is a director of Force Internationale		2,097,350		1,943,725
Total due to related parties	$	2,144,985	$	1,991,360

Tomoo Yoshida provided guarantee for the Company’s office leases during the years ended September 30, 2025 and 2024.

Review, Approval and Ratification of Related Party Transactions

Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our Executive Officer(s), Director(s) and significant shareholders. We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional Directors, so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee thereof. On a moving forward basis, our Directors will continue to approve any related party transaction.

Item 14. Principal Accounting Fees and Services.

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

		2025	2024
Audit fees	MaloneBailey, LLP	$206,000	$206,000
Tax fees	Anderson Bradshaw PLLC	$6,500	$6,500
Total		$212,500	$212,500

Board of Directors Pre-Approval Process, Policies and Procedures

Our principal auditors have informed our sole Director of the scope and nature of each service provided. With respect to the provisions of services other than audit, review, or attest services, our principal accountants brought such services to the attention of our sole Director prior to commencing such services.

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Table of Contents

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a) Financial Statements

1. Financial statements for our company are listed in the index under Item 8 of this document

2. All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

(b) Exhibits required by Item 601 of Regulation S-K.

Exhibit No.	Description
3.1	Certificate of Incorporation (1)

3.2	By-laws (1)

3.3	Amendment to the Articles of Incorporation of the Company (2)

3.4	Amendment to the Articles of Incorporation of the Company (3)

31	Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s report on Form 10-K (4)

32	Certification of the Company’s Principal Executive and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (4)

101.SCH	Inline XBRL Taxonomy Extension Schema Document

101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document

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

(1)	Filed as an exhibit to the Company's Registration Statement on Form 10, as filed with the SEC on February 19, 2015, and incorporated herein by this reference.
(2)	Filed as an exhibit to the Company's Current Report on Form 8-K as filed with the SEC on January 12, 2016, and incorporated herein by this reference.
(3)	Filed as an exhibit to the Company's Current Report on Form 8-K as filed with the SEC on November 1, 2016, and incorporated herein by this reference.
(4)	Filed herewith.

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.

Exceed World, Inc.

(Registrant)

By: /s/ Tomoo Yoshida

Tomoo Yoshida, Chief Executive Officer, Chief Financial Officer

Dated: January 13, 2026

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By: /s/ Tomoo Yoshida

Tomoo Yoshida, Chief Executive Officer, Chief Financial Officer

Dated: January 13, 2026

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Exceed World, Inc. 10-K