UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~December~~March 31, ~~2024~~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 No. ~~333~~000-~~271858~~56681

DFP HOLDINGS LIMITED

(Exact name of registrant as specified in its charter)

Nevada

32-0672927

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

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

Nangang District, Taipei City 115607

Taiwan

(Address of principal executive offices, zip code)

Tel: (886) 2 8772 2001

(Registrant’s telephone number, including area code)

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

Yes ☐ No ☒

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

Yes ☐ No ☒

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

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

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

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

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

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

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

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

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

APPLICABLE ONLY TO CORPORATE ISSUERS

There is no public trading market for the shares of Common Stock of DFP Holdings Limited. As a result, the aggregate market value of the common units held by non-affiliates of DFP Holdings Limited cannot be determined.

As of ~~February~~May 14, 2025, there were 216,779,700 shares of Common Stock, $0.0001 par value per share, outstanding.

DFP HOLDINGS LIMITED

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED DECEMBER 31, 2024

INDEX

			~~Page~~	Page
Part I. Financial Information			4	4
	Item 1.	Financial Statements	4	4
		Condensed Consolidated Balance Sheets as of December 31, 2024 (Unaudited) and September 30, 2024	4
		Condensed Consolidated Balance Sheets as of March 31, 2025 (Unaudited) and September 30, 2024		4
		Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) – Three months ended December 31, 2024 and 2023	5
		Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) – Three and six months ended March 31, 2025 and 2024		5
		Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) – Three months ended December 31, 2024 and 2023	6
		Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) – Three and six months ended March 31, 2025 and 2024		6
		Condensed Consolidated Statements of Cash Flows (Unaudited) - Three months ended December 31, 2024 and 2023	7
		Condensed Consolidated Statements of Cash Flows (Unaudited) - Three and six months ended March 31, 2025 and 2024		7
		Notes to Condensed Consolidated Financial Statements (Unaudited) - Three months ended December 31, 2024 and 2023	8
		Notes to Condensed Consolidated Financial Statements (Unaudited) - Three and six months ended March 31, 2025 and 2024		8
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14	14
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	15	15
	Item 4.	Controls and Procedures	16	16
Part II. Other Information			17	17
	Item 1.	Legal Proceedings	17	17
	Item 1A.	Risk Factors	17	17
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17	17
	Item 3.	Defaults Upon Senior Securities	17	17
	Item 4.	Mine Safety Disclosures	17	17
	Item 5.	Other Information	17	17
	Item 6.	Exhibits	18	18
Signatures			19	19

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

PART I – FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements.

DFP HOLDINGS LIMITED

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF ~~DECEMBER~~MARCH 31, ~~2024~~2025 (UNAUDITED) AND SEPTEMBER 30, 2024

(Expressed in U.S. Dollars)

	As of December 31, 2024			As of September 30, 2024
	As of March 31, 2025			As of September 30, 2024
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,~~933~~840,~~410~~342		$	1,888,361
Restricted cash		45,~~811~~093			47,303
Inventories		5,~~747~~878			-
Prepaid expenses and other current assets		2736,~~308~~913			26,199
Prepaid expenses-related party		1128,~~965~~979			30,397
Total current assets		21,~~024~~957,~~241~~205			1,992,260
Non-current assets:
Property and equipment, net		7871,~~433~~395			62,051
Operating lease right-of-use asset		~~189~~168,~~225~~307			214,063
Lease deposits		13,~~438~~227			13,875
Total non-current assets		281,096			289,989
TOTAL ASSETS	$	2,210,134		$	2,282,249
TOTAL ASSETS	$	2,305,337		$	2,282,249
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	9285,~~752~~754		$	76,098
Deferred revenue		~~111~~98,~~444~~250			146,483
Due to officer		5,~~443~~439			2,666
Income tax payable		45,~~802~~084			-
Operating lease liability – current portion		73,~~845~~282			75,631
Total current liabilities		~~329~~307,~~286~~809			300,878
Non-current liabilities:
Operating lease liability – non-current portion		~~115~~95,~~380~~025			138,432
Total non-current liabilities		115,380			138,432
TOTAL LIABILITIES		402,834			439,310
TOTAL LIABILITIES		444,666			439,310
COMMITMENTS AND CONTINGENCIES		-			-
Stockholders’ equity:
Preferred Stock, $0.0001 par value; 200,000,000 shares authorized; no shares issued and outstanding		-			-
Common Stock, $0.0001 par value; 600,000,000 shares authorized; 216,779,700 shares issued and outstanding at December 31, 2024 and September 30, 2024, respectively		21,678			21,678
Common Stock, $0.0001 par value; 600,000,000 shares authorized; 216,779,700 shares issued and outstanding at March 31, 2025 and September 30, 2024, respectively		21,678			21,678
Additional paid in capital		3,610,522			3,610,522
Accumulated other comprehensive loss		(1923,~~873~~988	)		(7,855	)
Accumulated deficit		(1,~~751~~800,~~656~~912	)		(1,781,406	)
Total stockholders’ equity		1,~~860~~807,~~671~~300			1,842,939
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,~~305~~210,~~337~~134		$	2,282,249

See accompanying notes to the condensed consolidated financial statements.

DFP HOLDINGS LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE ~~INCOME (~~LOSS)

FOR THE THREE AND SIX MONTHS ENDED ~~DECEMBER~~MARCH 31, ~~2024~~2025 AND ~~2023~~2024

(Expressed in U.S. Dollars)

(Unaudited)

	Three months ended December 31,
	2025			2024			2025			2024
	2024			2023
	Three months ended March 31,						Six months ended March 31,
Revenues	$	442,777		$	279,022
	2025			2024			2025			2024
OPERATING COSTS AND EXPENSES:
REVENUES	$	247,705		$	250,653		$	690,482		$	529,675
Cost of revenues		122,932			118,451
OPERATING COSTS AND EXPENSES:
General and administrative expenses		238,007			169,725
Cost of revenues		90,463			100,917			213,395			219,368
General and administrative expenses-related party		17,613			15,401
General and administrative expense		185,002			214,971			423,009			384,696
Total operating costs and expenses		378,552			303,577
General and administrative expense-related party		22,099			15,379			39,712			30,780
INCOME (LOSS) FROM OPERATIONS		64,225			(24,555	)
Total operating costs and expenses		297,564			331,267			676,116			634,844
OTHER INCOME:
INCOME (LOSS) FROM OPERATIONS		(49,859	)		(80,614	)		14,366			(105,169	)
Interest income		11,821			5,181
OTHER INCOME:
NET INCOME (LOSS) BEFORE INCOME TAXES		76,046			(19,374	)
Interest income		169			-			11,990			5,181
Income taxes		(46,296	)		-
INCOME (LOSS) BEFORE TAXES		(49,690	)		(80,614	)		26,356			(99,988	)
NET INCOME (LOSS)		29,750			(19,374	)
(Provision) benefit for income taxes		434			-			(45,862	)		-
Other comprehensive (loss) income:
NET LOSS		(49,256	)		(80,614	)		(19,506	)		(99,988	)
-Foreign currency translation (loss) gain		(12,018	)		12,043
Other comprehensive loss:
COMPREHENSIVE INCOME (LOSS)	$	17,732		$	(7,331	)
-Foreign currency translation loss		(4,115	)		(9,015	)		(16,133	)		3,028
NET INCOME (LOSS) PER SHARE-basic and diluted	$	0.00		$	(0.00	)
COMPREHENSIVE LOSS	$	(53,371	)	$	(89,629	)	$	(35,639	)	$	(96,960	)
WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING-basic and diluted		216,779,770			214,350,095
NET LOSS PER SHARE	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING		216,779,700			215,951,344			216,779,700			215,184,377

See accompanying notes to the condensed consolidated financial statements.

DFP HOLDINGS LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE THREE AND SIX MONTHS ENDED ~~DECEMBER~~MARCH 31, ~~2024~~2025 AND ~~2023~~2024

(Expressed in U.S. Dollars)

~~Three months ended December 31, 2024~~ (Unaudited)

	Number of Shares		Amount		Paid-in Capital		Comprehensive Loss			Accumulated Deficit			Stockholders’ Equity
	Common Stock				Additional		Accumulated Other						Total
	Number of Shares		Amount		Paid-in Capital		Comprehensive Loss			Accumulated Deficit			Stockholders’ Equity
Balance as of September 30,2024		216,779,700	$	21,678	$	3,610,522	$	(7,855	)	$	(1,781,406	)	$	1,842,939
Foreign currency translation		-		-		-		(12,018	)		-			(12,018	)
Net income		-		-		-		-			29,750			29,750
Balance as of December 31, 2024 (Unaudited)		216,779,700	$	21,678	$	3,610,522	$	(19,873	)	$	(1,751,656	)	$	1,860,671
Foreign currency translation		-		-		-		(4,115	)		-			(4,115	)
Net loss		-		-		-		-			(49,256	)		(49,256	)
Balance as of March 31, 2025 (Unaudited)		216,779,700	$	21,678	$	3,610,522	$	(23,988	)	$	(1,800,912	)	$	1,807,300

Three months ended December 31, 2023 (Unaudited)

	Common Stock				Additional		Accumulated Other						Total
	Number of Shares		Amount		Paid-in Capital		Comprehensive Loss			Accumulated Deficit			Stockholders’ Equity
Balance as of September 30,2023		213,855,500	$	21,386	$	2,148,714	$	(12,561	)	$	(1,447,009	)	$	710,530
Common Stock issued for cash		1,437,400		143		718,557		-			-			718,700
Foreign currency translation		-		-		-		12,043			-			12,043
Net loss		-		-		-		-			(19,374	)		(19,374	)
Balance as of December 31, 2023 (Unaudited)		215,292,900		21,529		2,867,271		(518	)		(1,466,383	)		1,421,899
Balance		215,292,900		21,529		2,867,271		(518	)		(1,466,383	)		1,421,899
Common Stock issued for cash		1,486,800		149		743,251		-			-			743,400
Foreign currency translation		-		-		-		(9,015	)		-			(9,015	)
Net loss		-		-		-		-			(80,614	)		(80,614	)
Net income (loss)		-		-		-		-			(80,614	)		(80,614	)
Balance as of March 31, 2024 (Unaudited)		216,779,700		21,678	$	3,610,522	$	(9,533	)	$	(1,546,997	)	$	2,075,670
Balance		216,779,700		21,678	$	3,610,522	$	(9,533	)	$	(1,546,997	)	$	2,075,670

	Common Stock				Additional		Accumulated Other						Total
	Number of Shares		Amount		Paid-in Capital		Comprehensive Loss			Accumulated Deficit			Stockholders’ Equity
Balance as of September 30,2023		213,855,500	$	21,386	$	2,148,714	$	(12,561	)	$	(1,447,009	)	$	710,530
Balance		213,855,500	$	21,386	$	2,148,714	$	(12,561	)	$	(1,447,009	)	$	710,530
Common Stock issued for cash		1,437,400		143		718,557		-			-			718,700
Foreign currency translation		-		-		-		12,043			-			12,043
Net loss		-		-		-		-			(19,374	)		(19,374	)
Net income (loss)		-		-		-		-			(19,374	)		(19,374	)
Balance as of December 31, 2023 (Unaudited)		213,855,500	$	21,529	$	2,867,271	$	(518	)	$	(1,466,383	)	$	1,421,899
Balance		213,855,500	$	21,529	$	2,867,271	$	(518	)	$	(1,466,383	)	$	1,421,899

See accompanying notes to the condensed consolidated financial statements.

DFP HOLDINGS LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE AND SIX MONTHS ENDED ~~DECEMBER~~MARCH 31, ~~2024~~2025 AND ~~2023~~2024

(Expressed in U.S. Dollars)

(Unaudited)

	Three months ended December 31,
	2025			2024
	2024			2023
	Six months ended March 31,
	2025			2024
Cash flows from operating activities:
Net income (loss)	$	29,750		$	(19,374	)
Net loss	$	(19,506	)	$	(99,988	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation		410,~~984~~846			~~986~~2,028
Changes in operating assets and liabilities:					-
Inventories		(5,~~747~~878	)		-
Prepaid expenses and other current assets		(110,~~109~~714	)		(611,~~790~~894	)
Prepaid expenses-related party		181,~~432~~418			~~14,952~~(116	)
Decrease in right-of-use asset		2445,~~838~~756			-
Accounts payable and accrued liabilities		169,~~654~~656			13(4,~~475~~664	)
Deferred revenue		(3548,~~039~~233	)		316,~~259~~810
Operating lease liability		(24,838	)		-
Income tax payable		45,084			-
Income tax payable		45,802			-
Operating lease liability		(45,756	)		-
Net cash provided by operating activities		73(17,~~727~~327	)		6(97,~~508~~824	)
Cash flows from investing activities:
Purchase of property and equipment		(23,~~684~~528	)		-(2,814	)
Net cash used in investing activities		(23,~~684~~528	)		-(2,814	)
Cash flows from financing activities:
Proceeds from sale of common stock		-			~~718~~1,~~700~~462,100
Advances from (repayment to) officer		2,~~777~~773			(2,~~558~~568	)
Net cash provided by financing activities		2,~~777~~773			~~716~~1,~~142~~459,532
Effect of exchange rate changes in cash and cash equivalents		(912,~~263~~147	)		112,~~419~~887
Net increase in cash, cash equivalents, and restricted cash		43(50,~~557~~229	)		~~734~~1,~~069~~361,781
Cash, cash equivalents, and restricted cash, beginning of year		1,935,664			763,591
Cash, cash equivalents and restricted cash, end of year	$	1,~~979~~885,~~221~~435		$	12,~~497~~125,~~660~~372
Supplemental disclosure of cash flow information:
Income taxes paid	$	23,~~831~~608		$	-
Noncash investing and financing activities:
Right-of-use asset and lease liability recorded for new leases	$	-		$	-

See accompanying notes to the condensed consolidated financial statements.

DFP HOLDINGS LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED ~~DECEMBER~~MARCH 31, ~~2024~~2025 AND ~~2023~~2024

(Expressed in U.S. Dollars)

(Unaudited)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of business

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

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

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

Going concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the ~~settlement~~ settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, the Company has an accumulated deficit of $1,~~751~~800,~~656~~ 912 as of ~~December~~March 31, ~~2024~~2025. To date, the operations have been primarily financed through the issuance of common stock. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that these financial statements are issued. ~~The~~In addition, the Company’s independent registered public accounting firm, in its report on the Company’s consolidated financial statements for the year ended September 30, 2024, has also ~~expressed~~ expressed substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do ~~not~~ not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

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

Risks & uncertainties resulting from inflation, COVID-19, and geopolitical instability

As a result of the COVID-19 pandemic and actions taken to slow its spread, the ongoing military conflict between Russia and Ukraine, and other geopolitical and macroeconomic factors beyond our control, the global credit and financial markets have experienced extreme volatility, including diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates and uncertainty about economic stability.

If equity and credit markets deteriorate, it may affect our ability to raise equity capital, borrow on our existing facilities, access our existing cash, or make any additional necessary debt or equity financing more difficult to obtain, more costly and/or more dilutive.

Basis of presentation

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

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Tide Holdings Limited (TIDE), DFP Holdings Limited (“DFP Seychelles”), and DFP Holdings Limited (Taiwan) (“DFP Taiwan”). Intercompany accounts and transactions have been eliminated in consolidation.

Use of estimates

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

Revenue recognition

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

The Company’s revenue primarily consists of revenue from delivering online and in-person media and leadership training courses. Revenue is recognized in the period in which the services are delivered, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The Company also recognizes revenue from subscription services for media and leadership training ratably over the subscription period. The Company recognizes deferred revenue at each period end for contracts that have been paid but which the related service has not been performed or delivered. The Company offers no discounts, rebates, rights of return, or other allowances to clients which would result in the establishment of reserves against service revenue.

The Company also generates revenue from a monthly subscription service, which provides customers in Taiwan with an account that enables access and connectivity to the Malaysian TikTok platform. Subscribers pay a recurring monthly fee for continued access to the service. The Company recognizes revenue from subscription services ratably over the subscription period. Subscription contracts automatically renew each month unless the subscriber provides advance notice of cancellation for the following period.

Beginning in the current fiscal quarter ended December 31, 2024, the Company began recording sales of products though the Company’s mobile application. Revenue and costs of sales are recognized when control of the products transfers to the Company’s customer, which generally occurs upon shipment of the purchased products.

The following table provides information about disaggregated revenue:

SCHEDULE OF DISAGGREGATED REVENUE

	2024		2023
	2025		2024
	As of and for the three months ended December 31,
	As of and for the six months ended March 31,
	2024		2023
	2025		2024
Media and leadership training revenues	$	~~438~~672,~~711~~082	$	~~279~~529,~~022~~675
Subscription revenues		314,~~763~~694		-
Products sale revenues		303		-
Products sale, consultancy, and advertising revenues		3,706		-
Total revenue	$	~~442~~690,~~777~~482	$	~~279~~529,~~022~~675
Revenue	$	~~442~~690,~~777~~482	$	~~279~~529,~~022~~675

The Company’s revenue primarily consists of revenue from delivering online and in-person media and leadership training courses. Revenue is recognized in the period in which the services are delivered, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The Company recognizes deferred revenue at each period end for contracts that have been paid but which the related service has not been performed or delivered. The Company offers no discounts, rebates, rights of return, or other allowances to clients which would result in the establishment of reserves against service revenue. The Company also recognizes revenue from subscription services for media and leadership training, and for subscriptions that allow access to the Malaysian TikTok platform, ratably over the subscription periods.

The Company also generates revenue from a monthly subscription service and recognizes revenue from subscription services ratably over the subscription period. The Company also generates revenue from sales of products, consultancy and advertising revenues.

Cost of revenue

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

SCHEDULE OF COST OF SERVICE REVENUE

	2024		2023
	2025		2024
	As of and for the three months ended December 31,
	As of and for the six months ended March 31,
	2024		2023
	2025		2024
Commissions	$	94168,~~796~~934	$	69150,~~411~~188
Advertising		713,~~493~~482		3038,~~208~~589
Rental of instructional facilities		1418,~~905~~677		1317,~~834~~522
Other		512,~~738~~302		413,~~998~~069
Total cost of revenue	$	~~122~~213,~~932~~395	$	~~118~~219,~~451~~368
Cost of revenue	$	~~122~~213,~~932~~395	$	~~118~~219,~~451~~368

Cash, cash equivalents and restricted cash

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

SCHEDULE OF CASH AND CASH EQUIVALENTS

	As of December 31, 2024		As of September 30, 2024
	As of March 31, 2025		As of September 30, 2024
Cash and cash equivalents
Denominated in United States Dollars	$	1,~~503~~485,~~291~~271	$	1,531,438
Denominated in New Taiwan Dollars		~~430~~355,~~119~~071		356,923
Cash and cash equivalents		1,~~933~~840,~~410~~342		1,888,361
Restricted cash		45,~~811~~093		47,303
Cash, cash equivalents and restricted cash	$	1,~~979~~885,~~221~~435	$	1,935,664

Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash. As of ~~December~~March 31, ~~2024~~2025, substantially all the Company’s cash was held by two major financial institutions located in Taiwan, which management believes is of high credit quality. At ~~December~~March 31, ~~2024~~2025, none of the Company’s cash accounts are insured by the U.S. Federal Deposit Insurance Corporation (the “FDIC”).

Restricted Cash

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

Inventories

~~During the current fiscal quarter ended~~The ~~December 31, 2024, the~~ Company ~~began~~ purchasing finished goods merchandise for sale and has recorded that merchandise as inventory. The inventory is stated at the lower of cost or net realizable value. For the ~~three~~six months ended ~~December~~March 31, ~~2024~~2025, there were no write-downs of inventory.

Income taxes

The Company accounts for income taxes using an asset and liability approach which allows for the recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain.

The Company conducts its business in Taiwan and is subject to tax in Taiwan jurisdictions. As a result of its business activities, the Company will file tax returns that are subject to examination by the Taiwan tax authority. The Company’s deferred tax assets relate to the Company’s net operating losses in the U.S. and net operating losses and temporary differences between accounting basis and tax basis for its Taiwan-based subsidiaries which are subject to corporate income tax in Taiwan.

Fair value measurements

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

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

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

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

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

Foreign currency translation

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

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

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

	2024		2023
	2025		2024
	As of and for the three months ended December 31,
	As of and for the six months ended March 31,
	2024		2023
	2025		2024
Period-end NT$ : US$1 exchange rate		3233.7426		3031.7199
Period-average NT$ : US$1 exchange rate		32.3970		31.5156

Net income (loss) per share

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

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

Concentrations

For the three and six months ended ~~December~~March 31, ~~2024~~2025 and ~~2023~~2024, no customer accounted for 10% or more of the Company’s revenue.

For the three and six months ended ~~December~~March 31, ~~2024,~~2025 ~~no service provider accounted for 10% or more of the Company’s operating costs~~ and ~~expenses~~2024, ~~while~~ ~~for the three months ended December 31, 2023,~~ no service provider accounted for 10% or more of the Company’s operating ~~costs~~ costs and expenses.

Segments

Our Chief Executive Officer (“CEO”) is our chief operating decision maker (“CODM”). Our CEO evaluates performance and makes operating decisions about allocating resources based on financial data presented on a consolidated basis. Because our CODM evaluates financial performance on a consolidated basis, we have determined that we operate as a single reportable segment composed of the consolidated financial results of DFP Holdings, Limited.

Our CODM uses consolidated net income (loss) as the sole measure of segment profit or loss. Significant segment expenses include salaries and related, commissions, and operating expenses (see Note 5).

~~Reclassification~~Reclassifications

In presenting the Company’s consolidated statement of operations and comprehensive income (loss) for the ~~three~~six months ending ~~December~~ March 31, ~~2023~~ 2024, the Company presented $69150,~~411~~188 of commission expense as part of General and administrative expense. In presenting the Company’s consolidated statement of operations and comprehensive loss for the ~~three~~six months ending ~~December~~March 31, ~~2024~~2025, the Company has reclassified ~~the~~ the $69150,~~411~~188 to Cost of revenues in the accompanying consolidated statement of operations and comprehensive loss for the ~~three~~six months ending March ~~December~~ 31, ~~2023~~2024.

In presenting the Company’s consolidated statement of operations and comprehensive income (loss) for the three months ending March 31, 2024, the Company presented $80,777 of commission expense as part of General and administrative expense. In presenting the Company’s consolidated statement of operations and comprehensive loss for the three months ending March 31, 2025, the Company has reclassified the $80,777 to Cost of revenues in the accompanying consolidated statement of operations and comprehensive loss for the three months ending March 31, 2024.

Other business risks

Recent accounting pronouncements

In November 2024, the Financial Accounting Standards Board (FASB) issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses which includes amendments that require disclosure in the notes to financial statements of specified information about certain costs and expenses, including purchases of inventory; employee compensation; and depreciation, amortization and depletion expenses for each caption on the income statement where such expenses are included. The amendments are effective for the Company’s annual periods beginning January 1, 2027, with early adoption permitted, and should be applied either prospectively or retrospectively. The Company is in the process of evaluating this ASU to determine its impact on the Company’s disclosures.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure.” The amendments expand a public entity’s segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker, requiring other new disclosures, and requiring enhanced interim disclosures. ASU 2023-07 requires public entities with a single reportable segment to provide all the disclosures required by this standard and all existing segment disclosures in Topic 280 on an interim and annual basis. ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and interim periods beginning after December 15, 2024, applied retrospectively with early adoption permitted. The Company adopted ASU 2023-07 on October 1, 2024, for the 2025 annual and interim periods on a retrospective basis. This ASU results in the Company including the additional required disclosures. Refer to Note 5 for more information.

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

NOTE 2 – OPERATING LEASES

Prior to July 1, 2024, the Company rented office space under a short-term lease with a term of 12 months at a monthly rental of approximately $2,750 (NT$88,000) per month. On July 1, 2024, the Company, through its wholly owned subsidiary DFP Holdings Limited (Taiwan), entered into two new operating leases for the rental of two offices with lease terms of three years each. The aggregate monthly lease payments are approximately $7,000 (NT $220,000) per month, with aggregate commitment of approximately $242,000 (NT$7,731,000). In relation to the two new leases, the Company recognized an operating lease right-of-use asset and related operating lease liability of $232,589 (NT$7,356,000) upon commencement of the new leases.

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

	2024			2023
	2025			2024
	For the three months ended December 31,
	For the six months ended March 31,
	2024			2023
	2025			2024
Lease Cost
Operating lease cost	$	2039,~~163~~406		$	-
Other Information
Weighted average remaining lease term – operating leases (in years)		2.525			-
Weighted average discount rate for operating lease		3.26	%		-

At ~~December~~March 31, ~~2023~~2024, there was no operating lease right-of-use asset or liability recorded for the short-term lease.

At March ~~December~~ 31, ~~2024~~2025, the supplemental balance sheet information related to leases is as follows:

Operating lease right-of-use asset ~~for~~as ~~the~~of ~~year~~March ~~ended September 30~~31, ~~2024~~2025 is as follows:

Right-of-use assets, net as of September 30, 2024	$	214,063
Less: amortization		(1836,~~284~~372	)
Foreign exchange translation		(69,~~554~~384	)
Right-of-use assets, net as of December 31, 2024		189,225
Right-of-use assets, net as of March 31, 2025	$	168,307
Operating lease liabilities for the year ended December 31, 2024 is as follows:
Operating lease liabilities as of March 31, 2025 is as follows:
Lease liability at September 30, 2024	$	214,063
Add: imputed interest		13,~~605~~034
Less: principal repayment		(1939,~~889~~406	)
Foreign exchange translation		(69,~~554~~384	)
Lease liability at December 31, 2024	$	189,225
Lease liability at March 31, 2025	$	168,307
Lease liability current portion	$	73,~~845~~282
Lease liability non-current portion		~~115~~95,~~380~~025
Total operating lease liability	$	~~189~~168,~~225~~307

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

Year ending September 30:

2025	$	5977,~~031~~474
2026		7877,~~708~~474
2027		5919,~~031~~368
Total lease payments		~~196~~174,~~770~~316
Less: Imputed interest		(76,~~545~~009	)
Present value of operating lease liabilities	$	~~189~~168,~~225~~307

NOTE 3 - STOCKHOLDERS’ EQUITY

As of ~~December~~March 31, ~~2024~~2025 the Company has 600,000,000 shares of commons stock authorized and 216,779,700 shares of common stock issued and outstanding, respectively.

During the ~~three~~six months ended ~~December~~March 31, ~~2024~~2025, the Company did not issue any shares of common stock. During the ~~three~~six months ended ~~December~~March 31, ~~2023~~2024, the Company issued 12,~~437~~924,~~400~~200 shares of common stock for total proceeds of $~~718~~1,~~700~~462,100.

NOTE 4 - RELATED PARTY TRANSACTIONS

Mr. Hsu Shou Hung (“Mr. Hsu”), a founder of the Company, is currently the Company’s ~~Chief~~CEO ~~Executive~~and ~~Officer~~CFO, ~~Chief~~sole ~~Financial Officer~~director, ~~President, Secretary, Treasurer,~~ and ~~sole director~~largest shareholder. As of ~~December~~March 31, 2024, Mr. Hsu collectively owns 96,260,000 shares, or 44.40%, of the Company’s restricted Common Stock.

At ~~December~~March 31, ~~2024~~2025 and September 30, 2024, $5,~~443~~439 and $2,666, respectively, are due to Mr. Hsu for advances to the Company for operations. The advances are due on demand, are unsecured, and are non-interest bearing.

Mr. Lin Yi Hsiu (“Mr. Jeff Lin”) is Chief Executive Officer and a director of Leader Capital Holdings Corp. (“LCHC”), a 6.92% shareholder in the Company. In addition, CPN Investment Limited (“CPN”), a company wholly owned by Mr. Jeff Lin, is also a 6.92% shareholder of the Company. Leader Financial Asset Management Limited (“LFAML”), another company wholly owned by Mr. Jeff Lin, provides consulting services to the Company.

LCHC and its wholly owned subsidiary, LOC Weibo Co., Limited (“LOC”) (collectively, “Leader”) provide IT and maintenance services to the Company, respectively.

For the ~~three~~six months ended ~~December~~March 31, ~~2024~~2025 and ~~2023~~2024, the Company incurred the following fees to Leader:

Paid to:	Description	2024		2023
		For the six months ended March 31,
		For the three months ended December 31,
Paid to:	Description	2025		2024
Paid to:	Description	2024		2023
LCHC	IT services	$	18,000	$	15,000
LCHC	IT services	$	17,613	$	7,500
LOC	IT services		21,712		15,780
LOC	IT services		-		7,901
Total general and administrative expenses	Total	$	39,712	$	30,780
Total general and administrative expenses	Total	$	17,613	$	15,401

NOTE 5 - SEGMENT REPORTING

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

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

SCHEDULE OF SEGMENT REPORTING

	2024			2023
	2025			2024
	As of and for the three months ended December 31,
	As of and for the six months ended March 31,
	2024			2023
	2025			2024
Revenue	$	~~442~~690,~~777~~482		$	~~279~~529,~~022~~675
Less:
Salaries and related		~~115~~211,~~100~~207			~~106~~232,~~773~~551
Commissions		94168,~~796~~934			69150,~~411~~188
Operating expenses		~~214~~341,~~952~~837			~~127~~252,~~393~~105
Interest income		(11,~~821~~990	)		(5,181	)
Net income (loss)	$	29,750		$	(19,374	)
Net loss	$	(19,506	)	$	(99,988	)

NOTE 6 - SUBSEQUENT ~~EVENT~~EVENTS

On ~~November~~April 1810, ~~2024~~2025, the Company ~~entered~~jointly ~~into~~established a ~~sale~~Singapore ~~and~~private ~~purchase~~company ~~agreement~~named Digital Frontier Platforms Pte Ltd, (“DFPPL”) together with ~~DFP~~SoftBank ~~Leadership~~China ~~Academy~~(SG) ~~Sdn~~Pte ~~Bhd~~Ltd., a ~~Malaysia~~Singapore private ~~limited~~ company, ~~owned~~and by Mr. Hsu Shou Hung, the Company’s ~~sole~~CEO ~~officer~~ and ~~director~~CFO, ~~(the~~and ~~“Seller”)~~largest shareholder. The Company ~~agreed~~purchased ~~to purchase~~1,050,000 ~~DFP~~shares ~~Leadership~~of ~~Academy~~DFPPL ~~Sdn~~for ~~Bhd~~total ~~for~~consideration ~~approximately~~of $21,~~500~~050,000, which represents 35% of DFPPL’s ownership interests. The balance of DFPPL’s ownership interests are owned 35% by SoftBank China (~~MYR~~SG) 10Pte Ltd.,~~000)~~ and 30% by Mr. AsHsu ~~the~~Shou ~~Seller~~Hung. DFPPL is anbeing ~~officer~~established ~~and~~to ~~director~~pursue ofopportunities in the ~~Company,~~digital ~~the~~economy ~~acquisition~~initially concentrating on the ofeducation ~~DFP~~sector. ~~Leadership~~As ~~Academy~~of ~~Sdn~~the ~~Bhd~~date isof athe ~~related~~filing ~~party~~of ~~transaction~~the ~~that~~Company’s ~~will~~March be31, ~~accounted~~2025 ~~for~~10-Q, atthe ~~book~~Company ~~value~~had ~~similar~~not made their contributions to aDigital ~~transaction~~Frontier ~~among entities~~Platforms ~~under~~Pte ~~common~~Ltd. ~~control~~for the purchase of shares.

On February 25, 2025, the Company entered into a Sale and Purchase Agreement to acquire Huang Tian Limited, a Taiwan private company wholly owned by Mr. Hsu Shou Hung, the Company’s CEO and CFO, and largest shareholder. Pursuant to the agreement, the Company agreed to acquire 100% of the issued and outstanding equity interests of Huang Tian Limited for a purchase price of approximately $9,020 (NT$ 300,000). The acquisition was completed on April 15, 2025, following approval by the relevant authorities.

Other than the events described above, the Company did not identify any material subsequent events that occurred after the balance sheet date and through the date these financial statements were issued.

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

OVERVIEW

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

GOING CONCERN

The Company has an accumulated deficit of $1,~~751~~800,~~656~~912 as of ~~December~~March 31, ~~2024~~2025. To date, the operations have been primarily financed through the issuance of common stock. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that these financial statements are issued. The Company’s independent registered public accounting firm, in its report on the Company’s consolidated financial statements for the year ended September 30, 2024, has also expressed substantial doubt about the Company’s ability to continue as a going concern. The Company’s financial statements ~~included~~ included elsewhere in this Quarterly Report do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

USE OF ESTIMATES

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

REVENUE RECOGNITION

RECENT ACCOUNTING PRONOUNCEMENTS

See Note 1 to the Condensed Consolidated Financial Statements.

RESULTS OF OPERATIONS

2025:

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

For the three months ended March 31, 2025, operating costs and expenses were $297,564, including cost of revenue of $90,463, general and administrative expenses of $185,002 and general and administrative expenses to related party of $22,099, respectively.

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

2024:

For the three and six months ended ~~December~~March 31, 2024, we generated revenue of $~~442~~250,~~777~~653 and $529,675 respectively.

For the three months ended ~~December~~March 31, 2024, operating ~~costs and~~ expenses were $~~378~~331,~~552~~267, including cost of revenue of $~~122~~100,~~932~~917, general and ~~administrative~~ administrative expenses of $~~238~~214,~~007,~~971 and general and administrative expenses to related party of $1715,~~613~~379, respectively.

~~2023:~~For the six months ended March 31, 2024, operating expenses were $634,844, including cost of revenue of $219,368, general and administrative expenses of $384,696 and general and administrative expenses to related party of $30,780, respectively.

For the three months ended December 31, 2023, we generated revenue of $279,022.

For the three months ended December 31, 2023, operating expenses were $303,577, including cost of revenue of $118,451, general and administrative expenses of $169,725, and general and administrative expenses to related party of $15,401, respectively.

Liquidity and Capital Resources

The Company has an accumulated deficit of $1,~~751~~800,~~656~~912 as of ~~December~~March 31, ~~2024~~2025. To date, the operations have been primarily financed through ~~the~~ the issuance of common stock. These factors, among others, raise substantial doubt about the Company’s ability to continue as a ~~going~~ going concern within one year of the date that these financial statements are issued. The Company’s independent registered public ~~accounting~~ accounting firm, in its report on the Company’s consolidated financial statements for the year ended September 30, 2024, has also ~~expressed~~ expressed substantial doubt about the Company’s ability to continue as a going concern.

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

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

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

Item 4. Controls and Procedures.

DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our principal executive and financial officer, we are responsible for conducting an evaluation of the effectiveness of the design and operation of our internal controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal period covered by this Report. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission (“SEC”) reports is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this Report was being prepared. Based on this evaluation, our principal executive and financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective as of ~~December~~March 31, ~~2024~~2025 due to material weaknesses in our internal ~~control~~ control over financial reporting as described below.

Material Weaknesses

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

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

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

Planned remediation of material weaknesses

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

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

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

Inherent Limitations on Effectiveness of Controls

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

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors.

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

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

None.

Item 3. Default upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Insider Trading Arrangements

During the quarter ended ~~December~~March 31, ~~2024~~2025, none of our directors or officers adopted or terminated any contract, instruction or written plan ~~for~~ for the purchase or sale of our securities to satisfy the affirmative defense conditions of “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement”.

Item 6. Exhibits.

The following exhibits are filed or “furnished” herewith:

Number		Description

3.1		Certificate of Incorporation (1)

3.2		By-laws (1)

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

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

101.INS		Inline XBRL Instance Document*

101.SCH		Inline XBRL Taxonomy Extension Schema Document*

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document*

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document*

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document*

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document*

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

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

* Filed herewith.

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

SIGNATURES

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

	DFP HOLDINGS LIMITED
	(Name of Registrant)
Date: February 14, 2025	By:	/s/ Hsu Shou Hung
Date: May 14, 2025	By:	/s/ Hsu Shou Hung
	Name:	Hsu Shou Hung
	Title:	Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)

Filing Compare · DFP HOLDINGS Ltd