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iso4217:CNY iso4217:HKD

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

Mark One

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

For the quarterly period ended June 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 No. 333-169805

KUN PENG INTERNATIONAL LTD.

(Exact name of registrant as specified in its charter)

Nevada		EIN 32-0538640
(State or Other Jurisdiction of		(IRS Employer
Incorporation or Organization)		Identification Number)

1F, Building 3, No 1001 Huihe South Street
Banbidian Village

Gaobeidian Town, Chaoyang District
Beijing, PRC CN 100025

(Address of principal executive offices)

+86 -1087227012

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant 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 every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

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

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

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

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

Yes ☐ No ☒

As of July 25, 2025, the registrant had 400,000,000 shares of common stock issued and outstanding.

FORM 10-Q

KUN PENG INTERNATIONAL LTD.

INDEX

		Page
INTRODUCTION

PART I.	Financial Information	2

	Item 1. Condensed Consolidated Financial Statements (Unaudited)	2

	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation	37

	Item 3. Quantitative and Qualitative Disclosures About Market Risk	47

	Item 4. Controls and Procedures	47

PART II.	Other Information	49

	Item 5. Other Information	49

	Item 6. Exhibits	49

	Signatures	50

PART I

Item 1. FINANCIAL STATEMENTS

KUN PENG INTERNATIONAL LTD

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(In U.S. Dollars, except share data or otherwise stated)

		June 30,			September 30,
	Note	2025			2024
Assets
Current assets
Cash and cash equivalents		$	59,914		$	82,184
Advance and prepayments	4		27,010			178,954
Other receivables	5		132,546			251,588
Inventory	6		8,032			15,700
Amount due from related parties	11		83,757			20,092
Other receivables			83,757			20,092

Total current assets			311,259			548,518

Noncurrent assets
Property and equipment, net	7		159,984			292,198
Intangible assets, net	8		2,335			2,548
Security deposits			13,959			16,116
Operating lease right-of-use assets	15		5,269			284,524
Finance lease right-of-use assets	15		160,065			309,445
Investment in associate held for sale			32,111			15,743
Others			9,888			10,094
Total noncurrent assets			383,611			930,668

Total assets		$	694,870		$	1,479,186

Liabilities
Current liabilities
Short-term borrowing	16		99,391			-
Trade and other payables	9		3,517,239			3,208,426
Deferred revenue	10		504,385			584,116
Payroll payable			155,803			120,310
Tax payable			107,872			128,297
Amounts due to related parties	11		4,190,668			4,069,413
Operating lease obligations, current portion	15		4,511			238,979
Finance lease obligations, current portion	15		116,377			196,879
Total current liabilities			8,696,246			8,546,420

Noncurrent liabilities
Operating lease obligations, net of current portion	15		-			44,622
Finance lease obligations, net of current portion			-			76,862
Total noncurrent liabilities			-			121,484

Total liabilities		$	8,696,246		$	8,667,904

Commitment and contingencies			-			-

Equity
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; no shares issued and outstanding as of June 30, 2025 and September 30, 2024	12		-			-
Common stock, $0.0001 par value, 1,000,000,000 shares authorized; 400,000,000 shares issued and outstanding as of June 30, 2025 and September 30, 2024	12		40,000			40,000
Additional paid-in capital	12		278,834			349,356
Accumulated deficits			(8,657,820	)		(7,774,600	)
Accumulated other comprehensive income			337,610			200,368
Total stockholders’ equity			(8,001,376	)		(7,184,876	)
Non-controlling interests			-			(3,842	)
Total equity			(8,001,376	)		(7,188,718	)

Total liabilities and equity		$	694,870		$	1,479,186

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

KUN PENG INTERNATIONAL LTD

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS

(UNAUDITED)

(In U.S. Dollars, except share data or otherwise stated)

	Note	2025			2024			2025			2024
		Three Months Ended June 30,						Nine Months Ended June 30,
	Note	2025			2024			2025			2024

Revenue, net	13	$	107,802		$	672,062		$	1,073,606		$	1,598,728
Cost of revenue			(84,007	)		(180,265	)		(332,076	)		(428,647	)
Gross profit			23,795			491,797			741,530			1,170,081

Operating expenses
General and administrative expenses			231,403			353,669			1,196,450			1,429,945
Selling expense			228,126			422,612			993,742			1,174,826
Total operating expenses			459,529			776,281			2,190,192			2,604,771

Loss from operations			(435,734	)		(284,484	)		(1,448,662	)		(1,434,690	)

Other income (expenses):
Interest income			-			23			22			402
Other income (expenses)			392,929			(1,110	)		435,816			30,261
Share of profit from investment in associate			(2,060	)		-			(23,504	)		-
Gain from investment			-			-			147,579			-
Total other income (expenses), net			390,869			(1,087	)		559,913			30,663

Loss before income taxes			(44,865	)		(285,571	)		(888,749	)		(1,404,027	)

Income tax expense	14		-			2,665			-			16,029

Net loss			(44,865	)		(288,236	)		(888,749	)		(1,420,056	)
Less: Net income (loss) attributable to non-controlling interest			-			4,297			(5,529	)		(30,009	)
Net loss attributable to Kun Peng International Ltd			(44,865	)		(292,533	)		(883,220	)		(1,390,047	)
Foreign currency translation adjustment			(103,165	)		22,608			137,303			(25,449	)
Comprehensive loss			(148,030	)		(265,628	)		(751,446	)		(1,445,505	)
Less: Comprehensive loss attributable to non-controlling interest			(119	)		4,297			(5,468	)		(30,009	)
Comprehensive loss attributable to Kun Peng International Ltd		$	(147,911	)	$	(269,925	)	$	(745,978	)	$	(1,415,496	)

Net loss per share attributable to common stockholders
Basic and diluted		$	(0.0001	)	$	(0.0007	)	$	(0.0022	)	$	(0.0035	)

Weighted average shares used to compute net loss per share attributable to common stockholders			400,000,000			400,000,000			400,000,000			400,000,000

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

KUN PENG INTERNATIONAL LTD

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT

(UNAUDITED)

(In U.S. Dollars, except share data or otherwise stated)

	Shares		Amount		capital			Deficits			income		equity			interest			equity
	Common stock				Additional paid-in			Accumulated			Accumulated other comprehensive		Total stockholders’			Non- controlling			Total
	Shares		Amount		capital			Deficits			income		equity			interest			equity
Balance, September 30, 2024		400,000,000	$	40,000	$	349,356		$	(7,774,600	)	$	200,368	$	(7,184,876	)	$	(3,842	)	$	(7,188,718	)
Capital contribution		-		-		(70,522	)		-			-		(70,522	)		-			(70,522	)
Net loss attributable to common stockholders		-		-		-			(883,220	)		-		(883,220	)		-			(883,220	)
Disposal of a subsidiary		-		-		-			-			-		-			9,310			9,310
Net loss attributable to noncontrolling interest		-		-		-			-			-		-			(5,529	)		(5,529	)
Foreign currency translation adjustment		-		-		-			-			137,242		137,242			61			137,303
Balance, June 30, 2025		400,000,000	$	40,000	$	278,834		$	(8,657,820	)	$	337,610	$	(8,001,376	)	$	-		$	(8,001,376	)

	Common stock				Additional paid-in		Accumulated			Accumulated other comprehensive			Total stockholders’			Non- controlling			Total
	Shares		Amount		capital		deficits			income			equity			interest			equity
Balance, September 30, 2023		400,000,000	$	40,000	$	597,801	$	(5,803,162	)	$	426,741		$	(4,738,620	)	$	(281,001	)	$	(5,019,621	)
Balance		400,000,000	$	40,000	$	597,801	$	(5,803,162	)	$	426,741		$	(4,738,620	)	$	(281,001	)	$	(5,019,621	)
Net loss attributable to common stockholders		-		-		-		(1,390,047	)		-			(1,390,047	)		-			(1,390,047	)
Net loss attributable to noncontrolling interest		-		-		-		-			-			-			(30,009	)		(30,009	)
Foreign currency translation adjustment		-		-		-		-			(25,449	)		(25,449	)		204			(25,245	)
Balance, June 30,2024		400,000,000	$	40,000	$	597,801	$	(7,193,209	)	$	401,292		$	(6,154,116	)	$	(310,806	)	$	(6,464,924	)
Balance		400,000,000	$	40,000	$	597,801	$	(7,193,209	)	$	401,292		$	(6,154,116	)	$	(310,806	)	$	(6,464,924	)

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

KUN PENG INTERNATIONAL LTD

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(In U.S. Dollars, except share data or otherwise stated)

	2025			2024
	Nine Months Ended June 30,
	2025			2024

Cash flows from operating activities
Net loss	$	(888,749	)	$	(1,420,056	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Depreciation and amortization		115,408			87,880
Amortization of right-of-use assets		293,242			242,219
Share of profit from investment in associate		23,504			-
Gain on investment of a subsidiary		(147,579	)		-

Changes in operating assets and liabilities
Advance and prepayments		146,902			(113,014	)
Other receivables		124,413			(256,820	)
Security deposits		1,811			(1,385	)
Inventory		7,280			93,253
Trade payables		1,822,702			175,126
Other payables and accrual		1,152,448			510,611
Deferred revenue		(63,277	)		(955,853	)
Payroll payable		64,981			26,746
Amounts due to related parties		(2,438,891	)		1,531,003
Tax payable		(9,779	)		(14,670	)
Lease liabilities		(134,945	)		(111,502	)
Net cash provided by (used in) operating activities		69,471			(206,462	)

Cash flows from investing activities
Acquisition of property and equipment		(30,412	)		-
Net cash used in investing activities		(30,412	)		-

Cash flows from financing activities
Proceeds from bank borrowings		98,457			-
Payment of finance lease liabilities		(157,187	)		-
Net cash used in financing activities		(58,730	)		-

Effect of exchange rate changes on cash		(2,599	)		43,557

Net change in cash and cash equivalents		(22,270	)		(162,905	)

Cash and cash equivalents, beginning balance		82,184			457,580

Cash and cash equivalents, ending balance	$	59,914		$	294,675

Supplementary cash flows information:
Cash paid for interest	$	-		$	-
Cash paid for income tax	$	-		$	-

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

KUN PENG INTERNATIONAL LTD

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2025

(UNAUDITED)

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Kun Peng International Limited (“the Company,” “KPIL,” “KPEA,” “we,” “us,” “our”), a Nevada corporation (formerly known as CX Network Group, Inc.), through its subsidiaries and VIE, is currently engaged in the sale of health care and health-related household products through its online platforms, King Eagle Mall and Kun Zhi Jian.

Name	Background	Ownership	Registered capital / Authorized shares	Principal activities
Kun Peng International Limited	● A U.S. company ● Incorporated on June 28, 2017		Authorized shares: ● Common stock: 1,000,000,000 with par value $0.0001 per share ● 400,000,000 shares issued and outstanding as of June 30, 2025 Preferred stock: ● 10,000,000 with par value $0.0001 per share ● no shares issued and outstanding as of June 30, 2025	Investment holding

Kun Peng International Holding Limited	● A BVI company ● Incorporated on April 20, 2021	100% owned by Kun Peng International Limited	Paid capital: 400 ordinary shares at par value of $0.01 per share	Investment holding

Kunpeng (China) Industrial Development Company Limited	● A Hong Kong company ● Incorporated on August 11, 2017 ● Deregistration from Hong Kong Inland Revenue Department and Hong Kong Company Registry, approved on February 2, 2024	100% owned by Kun Peng International Holding Limited	Paid share capital: 10,000 ordinary shares at $1,292 (HKD10,000)	Investment holding

Kun Peng (Hong Kong) Industrial Development Limited	● A Hong Kong company ● Incorporated on June 21, 2021	100% owned by Kun Peng International Holding Limited	Paid share capital: 1 ordinary share at $0.13 (HK$1)	Investment holding

Kun Peng Tian Yu Health Technology (Tianjin) Co., Ltd.	● a limited liability company incorporated in the People’s Republic of China and a wholly foreign owned enterprise (“WFOE”) since March 3, 2023 ● Incorporated on August 10, 2021	100% owned by Kun Peng (Hong Kong) Industrial Development Limited	Registered capital of RMB 5 million (US$0.7 million)	Exploring future business opportunities

King Eagle (China) Co., Ltd	● a wholly foreign owned enterprise (“WFOE”) until March 3, 2023 and a limited liability company incorporated in the People’s Republic of China ● Incorporated on March 20, 2019	Wholly owned by Kun Peng (China) Industrial Development Company Limited until March 3, 2023 Starting March 3, 2023, 49% owned by Kun Peng (Hong Kong) Industrial Development Limited and 51% owned by Kun Peng Tian Yu	Registered capital: approximately $15 million (RMB100 million)	Providing technical and management support to King Eagle VIE

King Eagle (Tianjin) Technology Co., Ltd.	● a limited liability company incorporated in the People’s Republic of China ● Incorporated on September 2, 2020 ● Became a variable interest entity (VIE) of King Eagle (China) Co., Ltd on May 15, 2021	Owned by multiple individuals: Yuanyuan Zhang (approximately 32.74%), Zhandong Fan (approximately 27.74%), Xiujin Wang (approximately 10.52%), Jinjing Zhang, Wanfeng Hu, Cuilian Liu, and Zhizhong Wang (each of whom owns approximately 6%), and Hui Teng ( approximately 5%)	Registered capital of approximately $1.5 million (RMB 10 million) Paid-in capital approximately $0.2 million (RMB 1.4 million)	Operating King Eagle Mall

King Eagle (Beijing) Technology Co., Ltd	● a limited liability company incorporated in the People’s Republic of China ● Incorporated on December 1, 2022	100% owned by King Eagle (Tianjin) Technology Co., Ltd.	Registered capital of $0.7 million (RMB 5 million) Paid-in capital approximately $0.7 million (RMB 5 million)	Operates the new online platform, Kun Zhi Jian

King Eagle (Huai’an) Health Management Co., Ltd.	● a limited liability company incorporated in the People’s Republic of China ● Incorporated on September 19, 2023 ● Fully acquired on July 19, 2024	100% owned by King Eagle (Tianjin) Technology Co., Ltd.	Registered capital of $0.7 million (RMB 5 million) Paid-in capital approximately $10K (RMB 70,000)	Coordinates with local health care service providers to offer health screening and monitoring

Kun Zhi Jian (Huai’an) Technology Co., Ltd.	● a limited liability company incorporated in the People’s Republic of China ● Incorporated on October 26, 2023	100% owned by King Eagle (Tianjin) Technology Co., Ltd.	Registered capital of $0.1 million (RMB 1 million)	Primarily focuses on marketing and selling physiotherapy equipment products

Kun Zhi Jian (Shandong) Health Management Co., Ltd	● a limited liability company incorporated in the People’s Republic of China ● Incorporated on January 30, 2024	100% owned by King Eagle (Tianjin) Technology Co., Ltd.	Registered capital of $0.4 million (RMB 3 million)	Commenced its operations in February 2024 and focuses on promoting and selling health screening devices

Chengdu Wenjiang Pengrun Internet Healthcare Co., Ltd.	● a limited liability company incorporated in the People’s Republic of China ● Incorporated on February 1, 2024	100% owned by King Eagle (Tianjin) Technology Co., Ltd.	Registered capital of $0.1 million (RMB 1 million)	Plans to commence operations in late 2025, assuming permits to provide online health care services are obtained

Kun Pin Hui (Shandong) Trading Co., Ltd	●a limited liability company incorporated in the People’s Republic of China ● Incorporated on November 23, 2023 ● Acquired on April 7, 2024	100% owned by King Eagle (Tianjin) Technology Co., Ltd.	Registered capital of $0.4 million (RMB 3 million)	Operates online platform

King Eagle (Hangzhou) Health Technology Co., Ltd	●a limited liability company incorporated in the People’s Republic of China ● Incorporated on July 18, 2024	45% owned by King Eagle (Tianjin) Technology Co., Ltd.	Registered capital of $0.1 million (RMB 1 million)	Commenced operations in August 2024

Authorized Shares and Name Change

Effective as of September 9, 2021, the Company’s Articles of Incorporation were amended to change the name of the Company from CX Network Group, Inc. to Kun Peng International Limited. (“KPIL”) and to increase the Company’s authorized capital to 210,000,000 authorized shares of Capital Stock with 200,000,000 designated as $0.0001 par value common stock, and 10,000,000 designated as $0.0001 par value preferred stock.

Effective October 12, 2022, we increased our authorized common stock from 200,000,000 shares, par value $0.0001, to 1,000,000,000 shares, par value $0.0001, and on October 18, 2022, we effected a 10:1 forward stock split after which we have 400,000,000 shares of common stock issued and outstanding.

On November 8, 2022, the Company’s trading symbol was changed to “KPEA.”

On November 11, 2022, the Company received an electronic notice that OTC Markets had approved its application for uplisting from OTC Pink to the OTCQB Venture Market (OTCQB). The Company’s securities commenced trading on the OTCQB at the market open on November 14, 2022. The Company’s shares trade on the OTCQB under the current ticker symbol, “KPEA.”

Kun Peng International Holding Limited

Kun Peng International Holding Limited (“KP International Holding”) was incorporated in the British Virgin Islands on April 20, 2021. On May 3, 2021, KP International Holding purchased all of the issued and outstanding equity securities of Kun Peng (China) Industrial Development Company Limited (“KP (China)”), which was incorporated in Hong Kong on August 11, 2017, at a cash consideration of approximately $0.129 (HK$1). After the ownership transfer, KP International Holding became the sole shareholder of KP (China). KP International Holding is a holding company.

Kun Peng (China) Industrial Development Company Limited

Kun Peng (China) Industrial Development Company Limited (“KP (China)”) was incorporated as a limited liability company in Hong Kong under the name of Jing Jin Ji Investment Group Co., Limited (“Jing Jin Ji”) on August 11, 2017. The share capital of KP (China) is 10,000 ordinary shares at $1,292 (HKD10,000) and was wholly owned by an individual. On November 9, 2018, Jing Jin Ji changed its name to “Kun Peng (China) Industrial Development Company Limited” and filed a Certificate of Change of Name with the Hong Kong Company Registry on the same day. Although it was incorporated in 2017, it did not commence operations until July 2020 as it focused on exploring business opportunities in its initial phase and developing our online mobile application, King Eagle Mall, through its subsidiary, King Eagle (China) Co., Ltd. It became a wholly owned subsidiary of KP International Holding on May 3, 2021.

On August 24, 2023, we filed an application with the Companies Registry of Hong Kong for deregistration and dissolution of KP (China). The application for deregistration was approved on February 2, 2024 by the Hong Kong Company Registry.

Kun Peng (Hong Kong) Industrial Development Limited

Kun Peng (Hong Kong) Industrial Development Limited (“KP (Hong Kong)”) was incorporated as a limited liability company in Hong Kong on June 21, 2021. It is a holding company and is wholly owned by Kun Peng International Holding Limited. The share capital of this entity upon formation is $0.13 (HK$1).

King Eagle (China) Co., Ltd.

King Eagle (China) Co., Ltd. (“King Eagle (China)”) was incorporated as a limited liability company in Beijing Economic Technological Development Zone in the People’s Republic of China (“the PRC”) on March 20, 2019 with a registered capital of approximately $15 million (RMB100 million). King Eagle (China) was a wholly owned subsidiary of KP (China) at the time of establishment. KP (China) transferred its approximately $2.2 million (RMB 15 million), or 15%, interest in King Eagle (China) to Guoxin Ruilian Group Co., Ltd., a limited liability company incorporated in Beijing, the PRC, on November 2, 2020.

On March 26, 2021, Guoxin Ruilian Group Co., Ltd entered into equity transfer agreements with KP (China) and Guoxin Zhengye. Both Guoxin Ruilian Group Co., Ltd and Guoxin Zhengye are wholly owned by a common shareholder, Guoxin United Holdings Group Co., Ltd. Under the agreements, Guoxin Ruilian Group Co., Ltd transferred an 8% ownership interest in King Eagle (China) to Guoxin Zhengye and its remaining 7% ownership in King Eagle (China) to KP (China) on April 20, 2021. After the transfer, KP (China) and Guoxin Zhengye became the 92% and 8% shareholders of King Eagle (China), respectively. Guoxin Zhengye transferred its 8% ownership interest in King Eagle (China) to KP (China) on August 26, 2022. As a result of the transfer, KP (China) is the sole shareholder of King Eagle (China).

On November 1, 2022, KP (China) entered into ownership transfer agreements with Kun Peng (Hong Kong) Industrial Development Limited and Kun Peng Tian Yu Health Technology Co., Ltd. The agreements provided that KP (China) would transfer 49% and 51% of its ownership in King Eagle (China) to Kun Peng (Hong Kong) Industrial Development Limited and Kun Peng Tian Yu Health Technology Co., Ltd., respectively. The ownership transfer was completed on March 3, 2023. King Eagle (China) is no longer a WFOE after the ownership transfer.

As discussed below, King Eagle (China) has entered into agreements (the “VIE Agreements”) with King Eagle (Tianjin) Technology Co., Ltd. and its shareholders through which King Eagle (China) controls and receives the economic benefits of King Eagle (Tianjin) Technology Co., Ltd.’s business operations.

King Eagle (Tianjin) Technology Co., Ltd.

King Eagle (Tianjin) Technology Co., Ltd. (“King Eagle (Tianjin)”) was incorporated as a limited liability company in Tianjin Pilot Free Trade Zone in the People’s Republic of China on September 2, 2020, with a registered capital of approximately $1.5 million (RMB 10 million). We do not own any of the equity of King Eagle (Tianjin). As of the date of this Report, it is owned by the following individuals: Yuanyuan Zhang (approximately 32.74%), Zhandong Fan (approximately 27.74%), Xiujin Wang (approximately 10.5%), Jinjing Zhang, Wanfeng Hu, Cuilian Liu, and Zhizhong Wang (each of whom owns approximately 6%), and Hui Teng (approximately 5%). Those shareholders were also indirect owners of KP International Holding, prior to its acquisition by the Company, through two British Virgin Islands entities: Kunpeng Tech Limited and Kunpeng TJ Limited. Additionally, Yuanyuan Zhang is Chief Financial Officer of the Company.

Some of the business engaged in by King Eagle (Tianjin) is restricted or prohibited for foreign investment under PRC regulations. Therefore, King Eagle (China) has entered into VIE Agreements with King Eagle (Tianjin) and its shareholders. We do not own any equity interests in King Eagle (Tianjin), but control and receive the economic benefits of its business operations through the VIE Agreements. The VIE Agreements enable us to provide King Eagle (Tianjin) with consulting services on an exclusive basis in exchange for all of its annual profits, if any. In addition, we are able to appoint its senior executives and approve all matters requiring approval of its shareholders. The VIE Agreements are comprised of a Consulting Service Agreement, Business Operation Agreement, Proxy Agreement, Equity Disposal Agreement, and Equity Pledge Agreement.

Under current Chinese laws and regulations, the Company believes that the VIE Agreements are not subject to any government approval. The shareholders of King Eagle (Tianjin) were required to register with SAFE when they established offshore vehicles to hold KP International; such SAFE registration was effected on May 14, 2021. These shareholders of King Eagle (Tianjin) were required to register their equity pledge arrangement as required under the Equity Pledge Agreement with King Eagle (China). The binding rights over the VIE’s subsidiaries in the contractual arrangements between King Eagle (China) and King Eagle (Tianjin) are implicit and indirect and the company laws and regulations in the PRC governing the business operations of the VIE’s subsidiaries are uncertain. The Company faces uncertainty with respect to future actions by the PRC government that could significantly affect King Eagle (Tianjin)’s financial performance and the enforceability of the VIE Agreements.

Kun Peng Tian Yu Health Technology (Tianjin) Co., Ltd.

Kun Peng Tian Yu Health Technology Co., Ltd. (“KP Tian Yu”) was incorporated as a limited liability company in Tianjin Pilot Free Trade Zone in the People’s Republic of China on August 10, 2021 with a registered capital of approximately $0.7 million (RMB 5 million). It is wholly owned by KP (Hong Kong). On November 1, 2022, KP (China) entered into ownership transfer agreements with Kun Peng (Hong Kong) Industrial Development Limited and Kun Peng Tian Yu Health Technology Co., Ltd. The agreements provided that KP (China) would transfer 49% and 51% of its ownership in King Eagle (China) to Kun Peng (Hong Kong) Industrial Development Limited and Kun Peng Tian Yu Health Technology Co., Ltd., respectively. The ownership transfer was completed on March 3, 2023. (“KP Tian Yu”) became a WFOE beginning March 3, 2023.

King Eagle (Beijing) Technology Co., Ltd

King Eagle (Beijing) Technology Co., Ltd (“King Eagle (Beijing)”) was incorporated as a limited liability company in Beijing in the People’s Republic of China on December 1, 2022 with a registered capital of $0.7 million (RMB 5 million). It is wholly owned by King Eagle (Tianjin). King Eagle (Beijing) commenced its operation of the new online platform called “Kun Zhi Jian” in January 2023. This platform became one of the components in our Kun Zhi Jian Mini Program in November 2023. Since then, King Eagle (Beijing) focuses on wholesaling of health care related products and dietary supplements.

King Eagle (Huai’an) Health Management Co., Ltd.

King Eagle (Huai’an) Health Management Co., Ltd. (“King Eagle (Huai’an)”) was established on September 19, 2023 under the laws of the People’s Republic of China. with a registered capital of approximately $0.69 million (RMB 5 million). It was owned 95% by King Eagle VIE and 5% by Hunan Ant Doctor Health Service Co., Ltd. On July 19, 2024, King Eagle VIE acquired the 5% minority stake and King Eagle (Huai’an) is now 100% owned by King Eagle VIE. King Eagle (Huai’an) became fully operational in October 2023 and focuses on coordinating with local health care service providers to offer health screening and monitoring to the Company’s customers and members. King Eagle (Huai’an) is in the process of deregistration.

Kun Zhi Jian (Huai’an) Technology Co., Ltd.

Kun Zhi Jian (Huai’an) Technology Co., Ltd. (“Kun Zhi Jian (Huai’an)”) was established on October 26, 2023 under the laws of the People’s Republic of China. with a registered capital of approximately $0.14 million (RMB 1 million). The entity is located in Jiangsu province, PRC. It is a wholly-owned subsidiary of King Eagle VIE. Kun Zhi Jian (Huai’an) commenced its operations in November 2023 and primarily focuses on marketing and selling physiotherapy equipment products. Kun Zhi Jian (Huai’an) is in the process of deregistration.

Kun Zhi Jian (Shandong) Health Management Co., Ltd

Kun Zhi Jian (Shandong) Health Management Co., Ltd (“Kun Zhi Jian (Shangdong)”) was established on January 30, 2024 under the laws of the People’s Republic of China. with a registered capital of approximately $0.14 million (RMB 1 million). The entity is located in Shangdong province, PRC. It is a wholly-owned subsidiary of King Eagle VIE. Kun Zhi Jian (Shangdong) commenced its operations in February 2024 and focuses on promoting and selling health screening devices.

King Eagle (Hangzhou) Health Technology Co., Ltd

King Eagle (Hangzhou) Health Technology Co., Ltd (“King Eagle (Hangzhou)”) was established on July 18, 2024 under the laws of the People’s Republic of China with a registered capital of approximately $0.1 million (RMB 1 million). The entity is located in Zhejiang province, PRC. It was a wholly-owned subsidiary of King Eagle VIE. King Eagle (Hangzhou) commenced its operations of online sales in August 2024.

On August 8, 2024, King Eagle (Hangzhou) entered into certain agreements with Yunnan Linpingkang Pharmaceutical Co., Ltd, pursuant to which it purchased 40% of Shanxi Limei Aosikang Hospital Management Co., Ltd for the aggregate amount of $27,818 (RMB 200,000). On November 13, 2024, King Eagle (Hangzhou) entered into an agreement to transfer all of its shares of Shanxi Limei Aosikang Hospital Management Co., Ltd., for the aggregate amount of $27,818 (RMB 200,000) thereby recouping its investment.

In January 2025, King Eagle (Tianjin) entered into an agreement to transfer 55% of the outstanding shares of King Eagle (Hangzhou). The transaction, which was completed on January 17, 2025, resulted in King Eagle (Hangzhou) no longer being controlled by King Eagle (Tianjin).

Kun Pin Hui (Shandong) Trading Co., Ltd.

Kun Pin Hui (Shandong) Trading Co., Ltd (“Kun Pin Hui (Shandong)”) was established on November 23, 2023 under the laws of the People’s Republic of China with a registered capital of approximately $0.4 million (RMB 3 million). The entity is located in Shandong province, PRC. It has been a wholly-owned subsidiary of King Eagle VIE since its acquisition by King Eagle VIE on April 7, 2024. Kun Pin Hui (Shandong) commenced operations in April 2024 and is engaged in the sale of health care related products and services.

Chengdu Wenjiang Pengrun Internet Healthcare Co., Ltd

Chengdu Wenjiang Pengrun Internet Healthcare Co., Ltd (“Chengdu Wenjiang”) was established on February 1, 2024 under the laws of the People’s Republic of China with a registered capital of approximately $0.14 million (RMB 1 million). The entity is located in Sichuan province, PRC. It is a wholly-owned subsidiary of King Eagle VIE. Chengdu Wenjiang has not commenced operations as of the date of this report and is applying to the relevant authorities for the necessary permits to sell health care and medical services. There can be no assurance that such permits will be obtained.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applicable to quarterly financial information and the requirements of Form 10-Q and Rule 8-03 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not include all of the information and disclosure required by accounting principles generally accepted in the United States of America for complete financial statements. Quarterly results are not necessarily indicative of results for a full year. In the opinion of management, all adjustments considered necessary for a fair presentation of the financial position and the results of operations and cash flows for the quarterly periods have been included.

These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended September 30, 2024 included in the Form 10-K filed with the SEC on January 14, 2025.

The condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America. This basis of accounting involves the application of accrual accounting and, consequently, revenues and gains are recognized when earned and expenses and losses are recognized when incurred. The condensed consolidated financial statements are expressed in U.S. dollars.

Principles of Consolidation

The condensed consolidated financial statements include the financial statements of the Company, its subsidiaries and its variable interest entity (“VIE”). All significant intercompany transactions and balances within the Company have been eliminated upon consolidation.

Use of Estimates and Assumptions

The preparation of condensed consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that impact the presented amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the presented amounts of revenues and expenses during the period. Actual results may differ from those estimates. Significant estimates during the quarters ended June 30, 2025 and 2024 include the collectability of receivables, the useful lives of long-lived assets and intangibles, assumptions used in assessing impairment of long-lived assets, valuation of accruals for expenses, and tax due.

Going Concern

The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America which contemplate continuation of the Company as a going concern. The going-concern basis assumes that assets are realized and liabilities are extinguished in the ordinary course of business at amounts disclosed on the financial statements. The Company’s ability to continue as a going concern depends on the liquidation of its current assets and business developments. In assessing the Company’s liquidity, the Company monitors and analyzes its cash and cash equivalents and its operating and capital expenditure commitments. The Company’s liquidity needs are to meet its working capital requirements, operating expenses, and capital expenditure obligations. For the quarter ended June 30, 2025, the Company incurred cash inflows from operating activities of $69,471, the Company incurred a net loss of $888,749, and the Company had negative working capital of $8,384,987. For the fiscal year ended September 30, 2024, the Company incurred cash inflows from operating activities of $17,880, the Company incurred a net loss of $1,991,747, and the Company had negative working capital of $7,997,902. These conditions raise substantial doubt about the ability of the Company to continue as a going concern.

The Company continues to monitor its operations to help improve its financial liquidity. Options under consideration in the review process include, but are not limited to, increase of sales through the Company’s online business, reduction of operating costs, fund advance from the Company’s stockholders and directors, or financing through the issuance of shares and bank loans. The Company has been focusing on increasing its revenue through its online platform and trimming its operating costs. For example, it explored additional revenue streams and reduced its service agent service fee. In order to continue as a going concern for the next 12 months, the Company continues to explore additional revenue streams, leverage the health care expertise and technology with local health care service providers, promote and sell preventive health care dietary supplements and products, and offer health care equipment-based services at the Kun Zhi Jian Customer Service Center. However, the Company cannot provide any assurance that it will be able to increase revenue, that it will be able to successfully implement its business plan, or that financing will be available to it on commercially acceptable terms, if at all. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. The directors intend to continue to support the group by providing adequate financial assistance to enable the group to continue its business operations for the foreseeable future.

Earnings (loss) Per Share

Basic income (loss) per share is computed by dividing net income (loss) attributable to the holders of ordinary shares by the weighted average number of ordinary shares outstanding during the year. Diluted income (loss) per share is calculated by dividing net income (loss) attributable to the holders of ordinary shares as adjusted for the effect of dilutive ordinary share equivalents, if any, by the weighted average number of ordinary shares and dilutive ordinary share equivalents outstanding during the period. However, ordinary share equivalents are not included in the denominator of the diluted earnings per share calculation when inclusion of such shares would be anti-dilutive, such as in a period in which a net loss is recorded.

Foreign Currency Translation

The reporting currency of the Company is the U.S. Dollar. Our entity in the British Virgin Islands uses U.S. dollar. Our entities in the PRC and Hong Kong use the local currencies, Renminbi (RMB) and the Hong Kong Dollar (HKD), as their functional currencies as determined based on the criteria of ASC 830, “Foreign Currency Translation.”

Assets and liabilities are translated at the unified exchange rate as quoted by www.xe.com at the end of the period. Income and expense accounts are translated at the average translation rates and equity accounts are translated at historical rates. Translation adjustments resulting from this process are included in accumulated other comprehensive income in the statement of equity. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.

Translation adjustments included in accumulated other comprehensive gain amounted to $337,610 and $200,368 for the quarter ended June 30, 2025 and the fiscal year ended September 30, 2024, respectively.

The following table shows the foreign exchange rates set forth in the H.10 statistical release of the Federal Reserve Board used for translation:

SCHEDULE OF FOREIGN EXCHANGE RATES

	Hong Kong Dollar (HKD)		Chinese Renminbi (RMB)
As of June 30, 2025 (Closing Rate)
United States dollar ($1)		7.8499		7.1636

For the nine months ended June 30, 2025 (Average Rate)
United States dollar ($1)		7.7859		7.2316

Hong Kong Dollar

(HKD)

Chinese Renminbi

(RMB)

As of September 30, 2024 (Closing Rate)

United States dollar ($1)

7.7693

7.0176

	Hong Kong Dollar (HKD)		Chinese Renminbi (RMB)

For the nine months ended June 30, 2024 (Average Rate)
United States dollar ($1)		7.8174		7.2181

Cash and Cash Equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and a certain amount of cash kept in electronic wallets, “e-wallets.”

We consider all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. We maintain accounts with various financial institutions in the PRC, and also e-wallets. As of June 30, 2025 and 2024, cash balances held in PRC banks are uninsured. Monies that are held in e-wallets are deemed equivalent to cash, are highly liquid, and are relatively unsafe compared to cash in banks. We have not experienced any losses in bank accounts or e-wallets and believe that we are not exposed to significant risks with respect to our cash in bank accounts and that we are exposed to low risk with respect to our cash kept in e-wallets.

Inventory

Inventory consists of finished goods, which include wines, gel and essence for beauty, ointment for health, prepaid cards, and detection kits. Inventory is measured at the lower of cost or net realizable value on a first-in, first-out basis. When evidence exists that the net realizable value of inventory is lower than its cost, provisions shall be made to write inventory down and a loss shall be recognized in earnings in the period in which it occurs. That loss may be required, for example, due to damage, physical deterioration, obsolescence, changes in price levels, or other reasons. As of June 30, 2025, there was no inventory located at third-party warehouses.

Financial Instruments

The carrying amounts reported in the balance sheet for cash, other receivables, accrued liabilities, and other payables approximate fair value because of the immediate or short-term maturities of these financial instruments.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and impairment losses. Gains and losses on dispositions of property and equipment are included in operating income (loss). Major additions, renewals, and improvements are capitalized, while maintenance and repairs are recognized as expense as incurred.

Depreciation is provided over the estimated useful life of each class of depreciable assets and is computed using the straight-line method over the useful lives of the assets as follows:

Classification		Estimated useful life
Leasehold improvements		5 years
Office equipment		3 years
Computer equipment		3 years
Computer software		5 years

Intangible Assets

Intangible assets represent the licensing cost for trademark registration. For intangible assets with indefinite lives, the Company evaluates intangible assets for impairment at least annually and more often whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. Intangible assets with definite lives are amortized over their estimated useful lives, and are reviewed annually for impairment. The Company has not recorded impairment of intangible assets as of June 30, 2025 and 2024.

Impairment of Long-lived Assets

Long-lived assets, including buildings and intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. We assess the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognize an impairment loss when estimated discounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. When we identify an impairment, we reduce the carrying amount of the asset to the estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. As of June 30, 2025 and 2024, management determined that there was no impairment.

Fair Value Measurements

The Company applies the provisions of ASC Subtopic 820-10, “Fair Value Measurements,” for fair value measurements of financial assets and financial liabilities and for fair value measurements of non-financial items that are recognized or disclosed at fair value in the financial statements. ASC 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements.

Fair value is defined 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. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes three levels of inputs that may be used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

	●	Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

	●	Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

	●	Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

The Company’s financial assets and liabilities include cash, receivables, accounts payable, and accrued expenses.

Related Party Transactions

The Company follows the ASC 850-10, “Related Party Disclosures” for the identification of related parties and disclosure of related party transactions.

Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825-10-15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The condensed consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented; and c) such other information deemed necessary to an understanding of the nature of the related party transactions.

Comprehensive Income (Loss)

Other comprehensive income (loss) refers to revenues, expenses, gains and losses that under generally accepted accounting principles are included in comprehensive income but are excluded from net income (loss) as these amounts are recorded directly as an adjustment to stockholders’ equity. Our other comprehensive loss for the quarters ended June 30, 2025 and 2024 was comprised of foreign currency translation adjustments.

Revenue Recognition

Revenue is comprised of sales of goods and represents the amount of consideration the Company is entitled to upon the transfer of goods. Pursuant to FASB ASU No. 2016-08, Revenue from Contracts with Customers (TOPIC 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), the Company recorded revenue on a gross basis, net of surcharges and value added tax (“VAT”) of gross sales. The Company recorded revenue on a gross basis because the Company is the primary obligor of the sales arrangements has latitude in establishing prices, has discretion in suppliers’ selection and assumes credit risks on receivables on gross sales from customers.

The Company adopted Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”) using the full retrospective transition method. The Company’s adoption of ASU 2014-09 did not have a material impact on the amount and timing of revenue recognized in its condensed consolidated financial statements.

The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

● identify the contract with a customer;

● identify the performance obligations in the contract;

● determine the transaction price;

● allocate the transaction price to performance obligations in the contract; and

● recognize revenue as the performance obligation is satisfied.

Consistent with the criteria of ASC 606 “Revenue from Contracts with Customers,” we recognize revenue when performance obligations are satisfied by transferring control of a promised good or service to a customer. For performance obligations that are satisfied at a point in time, we also consider the following indicators to assess whether control of a promised good or service is transferred to the customer: (i) right to payment, (ii) legal title, (iii) physical possession, (iv) significant risks and rewards of ownership, and (v) acceptance of the good or service. For performance obligations satisfied over time, we recognize revenue over time by measuring the progress toward complete satisfaction of a performance obligation.

Deferred Revenue

Deferred revenue results from transactions where the Company has received the payments from the customers but revenue recognition criteria under the five-step model of ASC Topic 606 have yet to be met. Once all revenue recognition criteria have been satisfied, the revenues will be recognized upon the transfer of risk and rewards to the customers in the consolidated statement of operations. We anticipated the majority of the revenue will be recognized in the fiscal year 2025. Management agreed that the amount received is non-refundable; however, this term is not bound by any agreement. Thus, the customers may have the rights to challenge and demand the advances to be refunded under relevant Commercial Laws or regulations.

Lease

Under ASC Topic 842, the Company determines if an arrangement is a lease at inception. Lease assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is the Company’s incremental borrowing rate based on the information available at the lease commencement date. The Company generally uses the base, non-cancelable lease term in calculating the right-of-use assets and lease liabilities.

The Company may recognize the lease payments in the condensed consolidated statements of operation on a straight-line basis over the lease terms and variable lease payments in the periods in which the obligations for those payments are incurred, if any. The lease payments under the lease arrangements are fixed.

The Company elected the package of practical expedients which allow the Company to carryforward its historical lease classification, its assessment on whether a contract is or contains a lease, and its initial direct costs for any lease that exists prior to adoption of the new standard.

The Company also elected to apply the short-term lease exception for lease arrangements with a lease term of 12 months or less at commencement. Lease terms used to compute the present value of lease payments do not include any option to extend, renew, or terminate the lease that the Company is not reasonably certain to exercise upon the lease inception. Accordingly, operating lease right-of-use assets and liabilities do not include leases with a lease term of 12 months or less.

Research and Development Expenses

Research and development (“R&D”) expenses are all costs associated with the original development and design of the product as well as any intellectual property (“IP”) generated during the development phase, including patents and copyrights. Research and development expenses are included in the overall operating expenses and reflected as a separate line item on the consolidated statement of operations.

We purchase the consumer preventive health food and health related household products sold on our platforms from our suppliers and we did not develop, design, or manufacture those products. Moreover, although we have built our online platform and mobile commerce in-house, the compensation costs for our in-house technology team were not significant. Accordingly, instead of capitalizing the compensation costs of our in-house technology team as research and development on our Balance Sheet or presenting it as research and development expenses, we included these amounts in employee compensation and benefit expenses within general and administrative expenses for the quarters ended June 30, 2025 and 2024.

Selling Expenses

Selling expenses consist primarily of marketing and promotional service fees to service agents and other costs incurred by our sales and marketing department such as staff costs, office supplies, and other incidental expenses that are incurred directly to attract or retain customers.

Our selling expenses for the quarters ended June 30, 2025 and 2024 were $993,742 and $1,174,826, respectively. We recognized marketing and promotional service expenses when our service agents performed marketing activities, promotions, and exhibitions for our business and products. For the quarters ended June 30, 2025 and 2024, we recorded marketing and promotional service fees to our service agents in an amount of $628,932 and $791,232, respectively.

Concentration of Risk

Credit risk

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and other receivables. As of June 30, 2025 and September 30, 2024, $175,062 (RMB1,254,074) and $69,484 (RMB487,611), respectively, were deposited with various major financial institutions located in the PRC. While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness.

Historically, deposits in Chinese banks are secure due to state policy to protect depositor interests. However, China promulgated a Bankruptcy Law in August 2006 that came into effect on June 1, 2007, which contains a separate article expressly stating that the State Council may promulgate implementation measures to provide for the bankruptcy of Chinese banks based on the Bankruptcy Law. Under the current Bankruptcy Law, a Chinese bank may file bankruptcy if it deems itself to be insolvent. In addition, since China’s concession to the World Trade Organization, foreign banks have been gradually permitted to operate in China and have intensified competition in many aspects, especially since the opening of the Renminbi business to foreign banks in late 2006. Therefore, the risk of bankruptcy at the institutions that the Company maintains deposits has increased. In the event of bankruptcy, the Company is unlikely to reclaim its deposits in full since it is unlikely to be classified as a secured creditor under PRC laws.

Risks of variable interest entity structure

In the opinion of management, (i) the corporate structure of the Company is in compliance with existing PRC laws and regulations; (ii) the VIE Arrangements are valid and binding, and do not result in any violation of PRC laws or regulations currently in effect; and (iii) the business operations of the foreign-invested enterprise and the VIE are in compliance with existing PRC laws and regulations in all material respects.

However, there are substantial uncertainties regarding the interpretation and application of current and future PRC laws and regulations. Accordingly, the Company cannot be assured that PRC regulatory authorities will not ultimately take a contrary view to the foregoing opinion of its management. If the current corporate structure of the Company or the VIE Arrangements is found to be in violation of any existing or future PRC laws and regulations, the Company may be required to restructure its corporate structure and operations in the PRC to comply with changing and new PRC laws and regulations. In the opinion of management, the likelihood of loss in respect of the Company’s current corporate structure or the VIE Arrangements is remote based on current facts and circumstances.

Foreign currency exchange risk

The value of the RMB against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions and the foreign exchange policy adopted by the PRC government. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the RMB and the U.S. dollar in the future. There remains significant international pressure on the PRC government to adopt a more flexible currency policy, which could result in greater fluctuation of the RMB against the U.S. dollar. The Company is a holding company and it relies on dividends paid by the Company’s operating subsidiaries in China for its cash needs. Any significant revaluation of the RMB may materially and adversely affect its liquidity and cash flows. To the extent that the Company needs to convert U.S. dollars into RMB for its operations, appreciation of the RMB against the U.S. dollar would have an adverse effect on the RMB amount the Company would receive. Conversely, if the Company decides to convert RMB into U.S. dollars for other business purposes, appreciation of the U.S. dollar against the RMB would have a negative effect on the U.S. dollar amount the Company would receive.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty raising liquid funds to meet commitments as they fall due. See “Commitments and Contingencies” in Note 17. In meeting its liquidity requirements, the Company continues to focus on increasing its revenue through the sale of consumer health care products on its online platform, King Eagle Mall, and promoting its own brand of preventive health care related products on its new online platform to reduce its costs of goods sold, streamlining its overhead costs, or obtaining financing from its stockholders or directors.

Concentration of customers and vendors

There was no revenue from customers that individually represent greater than 10% of the Company’s total revenue for the nine months ended June 30, 2025 and 2024.

For the nine months ended June 30, 2025, three major vendors accounted for 78.3% of the Company’s total cost of revenues.

For the nine months ended June 30, 2024, one major vendor accounted for 10.7% of the Company’s total cost of revenues.

Income Taxes

We account for income taxes using the liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance against deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date.

We apply ASC 740, Accounting for Income Taxes, to account for uncertainty in income taxes and the evaluation of a tax position is a two-step process. The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination, including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements. A tax position is measured at the largest amount of benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met.

Commitments and Contingencies

The Company follows the ASC 450-20, “Contingencies” to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

Recent Accounting Pronouncements

In March 2024, the FASB issued ASU 2024-01, Compensation – Stock Compensation. This ASU clarifies how to determine whether profits interest and similar awards should be accounted for as share-based payment arrangements. The ASU is effective in reporting periods beginning after December 15, 2024, including interim periods within the fiscal year, on a prospective or retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact that adoption of this accounting standard will have on its condensed consolidated financial statements and disclosures.

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures. This ASU requires annual and interim disclosure of significant segment expenses that are provided to the CODM as well as interim disclosures for all reportable segment’s profit or loss and assets. This guidance also requires disclosure of the title and position of the CODM and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources. This guidance is expected to improve financial reporting by providing additional information about a public company’s significant segment expenses and more timely and detailed segment information reporting throughout the fiscal period. The ASU is effective for the Company’s fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact that adoption of this accounting standard will have on its consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures. This ASU requires greater disaggregation of information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. This ASU applies to all entities subject to income taxes and is intended to help investors better understand an entity’s exposure to potential changes in jurisdictional tax legislation and assess income tax information that affects cash flow forecasts and capital allocation decisions. This ASU is effective for annual periods beginning after December 15, 2024, with early adoption permitted. This ASU should be applied on a prospective basis although retrospective application is permitted. The Company is currently evaluating the impact that adoption of this accounting standard will have on its consolidated financial statements and disclosures.

Other than those disclosed above, management does not believe that any recently issued or recently issued but not yet adopted accounting pronouncements will have a material impact on the Company’s financial position, results of operations, or cash flows.

NOTE 3 - VARIABLE INTEREST ENTITIES (“VIE”) ARRANGEMENTS

On May 15, 2021, King Eagle (China) entered into a series of contractual arrangements with King Eagle (Tianjin) and its shareholders. As a result of the contractual arrangements, the Company classified King Eagle (Tianjin) as a Variable Interest Entity (“VIE”).

King Eagle (Tianjin) Technology Co., Ltd. (“King Eagle (Tianjin)”) was incorporated as a limited liability company in Tianjin Pilot Free Trade Zone in the People’s Republic of China on September 2, 2020, with a registered capital of approximately $1.5 million (RMB 10 million). As of June 30, 2025, it is owned by the following individuals: Yuanyuan Zhang (approximately 32.74%), Zhandong Fan (approximately 27.74%), Xiujin Wang (approximately 10.52%), Jinjing Zhang, Wanfeng Hu, Cuilian Liu, and Zhizhong Wang (each of whom owns approximately 6.00%), and Hui Teng (approximately 5.00%). Those shareholders also indirectly owned KP International Holding prior to its acquisition by the Company through two British Virgin Islands entities: Kunpeng Tech Limited and Kunpeng TJ Limited. Additionally, Yuanyuan Zhang is Chief Financial Officer of the Company.

The VIE Agreements are as follows:

	(1)	Consulting Service Agreement
	(2)	Business Operation Agreement
	(3)	Proxy Agreement
	(4)	Equity Disposal Agreement
	(5)	Equity Pledge Agreement

Consulting Service Agreement

Pursuant to the terms of a certain Exclusive Consulting Service Agreement dated May 15, 2021, between King Eagle (China) and King Eagle (Tianjin) (the “Consulting Service Agreement”), King Eagle (China) is the exclusive consulting service provider to King Eagle (Tianjin) to provide business-related software research and development services; design, installation, and testing services; network equipment support, upgrade, maintenance, monitor, and problem-solving services; employees technical training services; technology development and sublicensing services; public relations services; market investigation, research, and consultation services; short to medium term marketing plan-making services; compliance consultation services; marketing events and membership related activities organizing services; intellectual property permits; equipment and rental services; and business-related management consulting services. Pursuant to the Consulting Service Agreement, the service fee is the remaining amount after King Eagle (Tianjin)’s profit before tax in the corresponding year deducts King Eagle (Tianjin)’s losses, if any, in the previous year, the necessary costs, expenses, taxes, and fees incurred in the corresponding year, and the withdraws of the statutory provident fund. King Eagle (Tianjin)agreed not to transfer its rights and obligations under the Consulting Service Agreement to any third party without prior written consent from King Eagle (China). In addition, King Eagle (China) may transfer its rights and obligations under the Consulting Service Agreement to King Eagle (China)’s affiliates without King Eagle (Tianjin)’s consent, but King Eagle (China) shall notify King Eagle (Tianjin) of such transfer. This Agreement is valid for a term of 10 years subject to any extension requested by King Eagle (China) unless terminated by King Eagle (China) unilaterally prior to the expiration.

Business Operation Agreement

Pursuant to the terms of a certain Business Operation Agreement dated May 15, 2021, among King Eagle (China), King Eagle (Tianjin)and the shareholders of King Eagle (Tianjin) (the “Business Operation Agreement”), King Eagle (Tianjin) has agreed to subject the operations and management of its business to the control of King Eagle (China). According to the Business Operation Agreement, King Eagle (Tianjin) is not allowed to conduct any transactions that has substantial impact upon its operations, assets, rights, obligations and personnel without the King Eagle (China)’s written approval. The shareholders of King Eagle (Tianjin) and King Eagle (Tianjin) will take King Eagle (China) ‘s advice on appointment or dismissal of directors, employment of King Eagle (Tianjin)’s employees, regular operation, and financial management of King Eagle (Tianjin). The shareholders of King Eagle (Tianjin) have agreed to transfer any dividends, distributions or any other profits that they receive as the shareholders of King Eagle (Tianjin) to King Eagle (China) without consideration. The Business Operation Agreement is valid for a term of 10 years or longer upon the request of King Eagle (China) prior to the expiration thereof. The Business Operation Agreement might be terminated earlier by King Eagle (China) with a 30-day written notice. The Business Operation Agreement was terminated on June 10, 2025 as a result of a change in ownership of King Eagle (Tianjin) and an identical Business Operation Agreement was entered into on the same date.

Proxy Agreement

Pursuant to the terms of the Proxy Agreement dated on May 15, 2021, among King Eagle (China), and the shareholders of King Eagle (Tianjin) (the “Proxy Agreement”), the shareholders of King Eagle (Tianjin) have entrusted their voting rights as King Eagle (Tianjin)’s shareholders to King Eagle (China) for the longest duration permitted by PRC law. The Proxy Agreement can be terminated by mutual consent of the King Eagle (Tianjin) shareholders and King Eagle (China) or upon a 30-day notice by King Eagle (China). The Proxy Agreement was terminated on June 10, 2025 as a result of a change in ownership of King Eagle (Tianjin) and an identical Proxy Agreement was entered into on the same date.

Equity Disposal Agreement

Pursuant to the terms of the Equity Disposal Agreement dated on May 15, 2021, among King Eagle (China), King Eagle (Tianjin), and the shareholders of King Eagle (Tianjin) (the “Equity Disposal Agreement”), the shareholders of King Eagle (Tianjin) granted King Eagle (China) or its designees an irrevocable and exclusive purchase option (the “Option”) to purchase King Eagle (Tianjin)’s all or partial equity interests and/or assets at the lowest purchase price permitted by PRC laws and regulations. The option is exercisable at any time at King Eagle (China)’s discretion in full or in part, to the extent permitted by PRC law. The shareholders of King Eagle (Tianjin) agreed to give King Eagle (Tianjin) the total amount of the exercise price as a gift, or in other methods upon King Eagle (China)’s written consent to transfer the exercise price to King Eagle (Tianjin). The Equity Disposal Agreement is valid for a term of 10 years or longer upon the request of King Eagle (China). The Equity Disposal Agreement was terminated on June 10, 2025 as a result of a change in ownership of King Eagle (Tianjin) and an identical Equity Disposal Agreement was entered into on the same date.

Equity Pledge Agreement

Pursuant to the terms of certain Equity Pledge Agreement dated on May 15, 2021, among King Eagle (China) and the shareholders of King Eagle (Tianjin) (the “Pledge Agreement”), the shareholders of King Eagle (Tianjin) pledged all of their equity interests in King Eagle (Tianjin) to King Eagle (China), including the proceeds thereof, to guarantee King Eagle (Tianjin)’s performance of its obligations under the Business Operation Agreement, the Consulting Service Agreement and the Equity Disposal Agreement (each, an “Agreement,” collectively, the “Agreements”). If King Eagle (Tianjin) or its shareholders breach their respective contractual obligations under any Agreement, or cause to occur one of the events regarded as an event of default under any Agreement, King Eagle (China), as pledgee, will be entitled to certain rights, including the right to dispose of the pledged equity interest in King Eagle (Tianjin). During the term of the Pledge Agreement, the pledged equity interests cannot be transferred without King Eagle (China)’s prior written consent. The Pledge Agreement is valid until all the obligations due under the Agreements have been fulfilled. The Pledge Agreement was terminated on June 10, 2025 as a result of a change in ownership of King Eagle (Tianjin) and an identical Pledge Agreement was entered into on the same date.

A VIE is an entity that has either a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support, or whose equity investors lack the characteristics of a controlling financial interest, such as voting rights and the right to receive the expected residual returns of the entity or the obligation to absorb the expected losses of the entity. The variable interest holder, if any, that has a controlling financial interest in a VIE is deemed to be the primary beneficiary and must consolidate the VIE. King Eagle (China) is deemed to have a controlling financial interest and be the primary beneficiary of King Eagle (Tianjin) because it has both of the following characteristics:

	(1)	The power to direct the activities of King Eagle (Tianjin) that most significantly impact such entity’s economic performance, and

	(2)	The obligation to absorb losses of, or the right to receive benefits from, King Eagle (Tianjin) that could potentially be significant to such entity.

As of the date of this Quarterly Report, King Eagle (Tianjin) has six subsidiaries: King Eagle (Beijing) Technology Co., Ltd, King Eagle (Huai’an) Health Management Co., Ltd., Kun Zhi Jian (Huai’an) Technology Co., Ltd., Kun Zhi Jian (Shandong) Health Management Co., Ltd. and Chengdu Wenjiang Pengrun Internet Healthcare Co., Ltd., which were established by King Eagle (Tianjin) on December 1, 2022, September 19, 2023, October 26, 2023, January 31, 2024 and February 1, 2024, respectively, in the PRC and Kun Pin Hui (Shandong) Trading Co., Ltd., which was established in the PRC on November 23, 2023 and acquired by King Eagle (Tianjin) on April 7, 2024. King Eagle (Tianjin) is the controlling shareholder under the company laws of the PRC. The binding rights over the VIE’s subsidiaries in the contractual arrangements between King Eagle (China) and King Eagle (Tianjin) are implicit and indirect and the company laws and regulations in the PRC governing the business operations of the VIE’s subsidiaries are uncertain.

Pursuant to the VIE Agreements, the shareholders of King Eagle (Tianjin) have agreed to transfer any dividends, distributions, or other profits that they receive to King Eagle (China). King Eagle (Tianjin) pays service fees equal to all of its net profit after tax to King Eagle (China). The VIE Agreements are designed so that King Eagle (Tianjin) operates for the benefit of King Eagle (China) and ultimately the Company.

Moreover, King Eagle (Tianjin) has agreed to subject the operations and management of its business to the full control of King Eagle (China) and King Eagle (Tianjin) will take King Eagle (China)’s advice on the appointment or dismissal of directors and employment, regular operation, and financial management. Accordingly, the Company consolidates the accounts of King Eagle (Tianjin) and its subsidiaries for the periods presented herein, in accordance with Accounting Standards Codification, or ASC, 810-10, “Consolidation.”

VIE Financial Information

Set forth below is the consolidated balance sheet information as of June 30, 2025 and September 30, 2024, and the consolidated statements of operations and cash flows for the nine months ended June 30, 2025 and 2024, showing financial information for the parent company, Kun Peng International Limited, the non-VIE subsidiaries (as defined below), and the VIE (as defined below), eliminating entries, and consolidated information (in dollars). In the tables below, the column headings correspond to the following entities:

“Parent entity” refers to Kun Peng International Limited;

“Non-VIE and Non-WFOE subsidiaries” refers to the following entities:

	●	Kun Peng International Holding Limited (“KP International Holding”)
	●	Kun Peng (Hong Kong) Industrial Development Limited (“KP (Hong Kong)”)
	●	Kun Peng Tian Yu Health Technology Co., Ltd. (“KP Tian Yu”) until March 3, 2023
	●	King Eagle (China) Co., Ltd. (“King Eagle (China)”) commencing March 3, 2023

“WFOE” refers to King Eagle (China) until March 3, 2023 and KP Tian Yu commencing March 3, 2023;

“VIE” refers to King Eagle (Tianjin) Technology Co., Ltd. (“King Eagle (Tianjin)”), King Eagle (Beijing) Technology Co., Ltd (“King Eagle (Beijing)”), King Eagle (Huai’an) Health Management Co., Ltd. (“King Eagle (Huai’an)”), Kun Zhi Jian (Huai’an) Technology Co., Ltd. (“Kun Zhi Jian (Huai’an)”), Kun Zhi Jian (Shandong) Health Management Co., Ltd (“Kun Zhi Jian (Shangdong)”), Chengdu Wenjiang Pengrun Internet Healthcare Co., Ltd (“Chengdu Wenjiang”) and Kun Pin Hui (Shandong) Trading Co., Ltd (“Kun Pin Hui (Shandong)”).

Consolidated Balance Sheet

As of June 30, 2025

SCHEDULE OF VIE OF BALANCE SHEET

	Parent Only			Non-VIE and Non-WFOE Subsidiaries Consolidated			WFOE			VIE and VIE’s Subsidiaries Consolidated			Elimination Entries and Reclassification Entries			Consolidated
Cash and cash equivalent	$	-		$	772		$	272		$	58,870		$	-		$	59,914
Intercompany receivables-current		-			625,050			-			2,615,553			(3,240,603	)		-
Total current assets		-			633,314			272			2,918,276			(3,240,603	)		311,259
Intercompany receivables-noncurrent		-			4			-			-			(4	)		-
Total noncurrent assets		34,160			26,186			-			357,429			(34,164	)		383,611
Total assets		34,160			659,500			272			3,275,705			(3,274,767	)		694,870
Intercompany payables		1,199,948			1,923,094			949			156,477			(3,280,468	)		-
Total current liabilities		1,205,148			2,029,854			1,221			8,740,491			(3,280,468	)		8,696,246
Total noncurrent liabilities		-			-			-			-			-			-
Total liabilities		1,205,148			2,029,854			1,221			8,740,491			(3,280,468	)		8,696,246
Total shareholders’ equity		(1,170,988	)		(1,370,354	)		(949	)		(5,464,786	)		5,701			(8,001,376	)
Non-controlling interests		-			-			-			-			-			-
Total equity		(1,170,988	)		(1,370,354	)		(949	)		(5,464,786	)		5,701			(8,001,376	)
Total liabilities and equity	$	34,160		$	659,500		$	272		$	3,275,705		$	(3,274,767	)	$	694,870

As of September 30, 2024

	Parent Only			Non-VIE and Non-WFOE Subsidiaries Consolidated			WFOE			VIE and VIE’s Subsidiaries Consolidated			Elimination Entries and Reclassification Entries			Consolidated
Cash and cash equivalent	$	-		$	981		$	71		$	81,132		$	-		$	82,184
Intercompany receivables-current		-			531,169			-			2,316,724			(2,847,893	)		-
Total current assets		-			564,532			71			2,831,808			(2,847,893	)		548,518
Intercompany receivables-noncurrent		-			4			-			-			(4	)		-
Total noncurrent assets		34,160			145,641			-			785,031			(34,164	)		930,668
Total assets		34,160			710,173			71			3,616,839			(2,882,057	)		1,479,186
Intercompany payables		970,159			1,846,491			969			51,757			(2,869,376	)		-
Total current liabilities		994,159			2,071,841			1,033			8,344,402			(2,865,015	)		8,546,420
Total noncurrent liabilities		-			-			-			121,484			-			121,484
Total liabilities		994,159			2,071,841			1,033			8,465,886			(2,865,015	)		8,667,904
Total shareholders’ equity		(959,999	)		(1,239,530	)		(962	)		(4,967,444	)		(16,941	)		(7,184,876	)
Non-controlling interests		-			(122,138	)		-			118,397			(101	)		(3,842	)
Total equity		(959,999	)		(1,361,668	)		(962	)		(4,849,047	)		(17,042	)		(7,188,718	)
Total liabilities and equity	$	34,160		$	710,173		$	71		$	3,616,839		$	(2,882,057	)	$	1,479,186

Condensed Consolidated Statements of Operations Data

SCHEDULE OF VIE DATA OF OPERATION

	Parent Only			Non-VIE and Non-WFOE Subsidiaries Consolidated			WFOE			VIE and VIE’s Subsidiaries Consolidated			Eliminating Adjustments			Consolidated Totals
	Nine Months Ended June 30, 2025
	Parent Only			Non-VIE and Non-WFOE Subsidiaries Consolidated			WFOE			VIE and VIE’s Subsidiaries Consolidated			Eliminating Adjustments			Consolidated Totals

Revenue	$	-		$	-		$	-		$	1,073,606		$	-		$	1,073,606
Intercompany revenue		-			365,274			-			-			(365,274	)		-
Cost of revenue and related tax		-			627			-			331,449			-			332,076
Gross profit		-			364,647			-			742,157			(365,274	)		741,530
Total operating expenses		210,989			394,507			7			1,584,689			-			2,190,192
Intercompany operating expenses		-			-			-			365,274			(365,274	)		-
Loss from operations		(210,989	)		(29,860	)		(7	)		(1,207,806	)		-			(1,448,662	)
Other (income) expense		-			(7,431	)		-			565,310			2,034			559,913
Loss before income taxes		(210,989	)		(37,291	)		(7	)		(642,496	)		2,034			(888,749	)
Income tax expense		-			-			-			-			-			-
Net loss	$	(210,989	)	$	(37,291	)	$	(7	)	$	(642,496	)	$	2,034		$	(888,749	)

	Parent Only			Non-VIE and Non-WFOE Subsidiaries Consolidated			WFOE			VIE and VIE’s Subsidiaries Consolidated			Eliminating Adjustments			Consolidated Totals
	Nine Months Ended June 30, 2024
	Parent Only			Non-VIE and Non-WFOE Subsidiaries Consolidated			WFOE			VIE and VIE’s Subsidiaries Consolidated			Eliminating Adjustments			Consolidated Totals

Revenue	$	-		$	-		$	-		$	1,598,728		$	-		$	1,598,728
Intercompany revenue					601,210			-						(601,210	)		-
Cost of revenue and related tax		-			748			-			427,899			-			428,647
Gross profit		-			600,462			-			1,170,829			(601,210	)		1,170,081
Total operating expenses		171,056			604,712			7			995,516			-			2,604,771
Intercompany operating expenses		-			-			-			392,094			(392,094	)		-
Loss from operations		(171,056	)		(4,250	)		(7	)		(1,259,377	)		-			(1,434,690	)
Other income		-			37			-			30,626			-			30,663
Loss before income taxes		(171,056	)		(4,213	)		(7	)		(1,228,756	)		-			(1,404,027	)
Income tax expense		-			-			-			16,029			-			16,029
Net loss	$	(171,056	)	$	(4,213	)	$	(7	)	$	(1,244,780	)	$	-		$	(1,420,056	)

Condensed Consolidated Schedules of Cash Flows

SCHEDULE OF VIE DATA OF CASH FLOWS

	Parent Only			Non-VIE and Non-WFOE Subsidiaries Consolidated			WFOE			VIE and VIE’s Subsidiary Consolidated			Eliminating Adjustments			Consolidated
	Nine Months Ended June 30, 2025
	Parent Only			Non-VIE and Non-WFOE Subsidiaries Consolidated			WFOE			VIE and VIE’s Subsidiary Consolidated			Eliminating Adjustments			Consolidated

Net loss	$	(210,989	)	$	(37,291	)	$	(7	)	$	(642,496	)	$	2,034		$	(888,749	)
Intercompany receivables		-			(103,723	)		-			88,223			15,500			-
Intercompany payables		229,789			116,402			-			(327,298	)		(18,893	)		-
Net cash provided by operating activities		-			1,385			200			69,245			(1,359	)		69,471

Net cash used in investing activities		-			-			-			(30,412	)		-			(30,412	)

Net cash used in financing activities		-			-			-			(58,730	)		-			(58,730	)

Effect of exchange rate fluctuation on cash	$	-		$	(1,594	)	$	1		$	(2,365	)	$	1,359		$	(2,599	)

	Parent Only			Non-VIE and Non-WFOE Subsidiaries Consolidated			WFOE			VIE and VIE’s Subsidiary Consolidated			Eliminating Adjustments			Consolidated
	Nine Months Ended June 30, 2024
	Parent Only			Non-VIE and Non-WFOE Subsidiaries Consolidated			WFOE			VIE and VIE’s Subsidiary Consolidated			Eliminating Adjustments			Consolidated

Net loss	$	(171,056	)	$	(4,214	)	$	(7	)	$	(1,012,630	)	$	-		$	(1,187,907	)
Intercompany receivables		-			(148,614	)		-			(641,868	)		790,482			-
Intercompany payables		221,056			(38,430	)		69			663,147			(845,842	)		-
Net cash (used in) provided by operating activities		-			(11,594	)		62			(474,637	)		(55,360	)		(518,341	)

Net cash used in investing activities		-			-			-			-			-			-

Effect of exchange rate fluctuation on cash	$	-		$	(29,378	)	$	1		$	9,227		$	55,360		$	43,556

The Company consolidated its VIE as of June 30, 2025 and September 30, 2024. The carrying amounts and classification of the VIE’s assets and liabilities included in the consolidated balance sheets are as follows:

	June 30, 2025			September 30, 2024
Assets
Current assets
Cash and cash equivalents	$	58,870		$	81,132
Trade receivable – intercompany		2,615,553			2,316,724
Advance and prepayments		19,964			147,091
Other receivables – third parties		132,100			251,069
Inventory		8,032			15,700
Amount due from a related party		83,757			20,092
Other Receivables		83,757			20,092
Total current assets		2,918,276			2,831,808

Noncurrent assets
Property and equipment, net		159,984			265,141
Investment in associate held for sale		32,111			15,743
Operating lease right-of-use assets		5,269			504,147
Finance lease right-of-use assets		160,065			-
Total noncurrent assets		357,429			785,031
Total assets	$	3,275,705		$	3,616,839

Liabilities
Current liabilities
Short-term borrowing	$	99,391		$	-
Trade payables		2,123,025			1,952,026
Other payables and accrual		1,371,840			1,194,683
Deferred revenue		504,385			584,116
Intercompany payables		156,477			51,757
Payroll payable		136,073			93,391
Tax payable		107,541			119,291
Amounts due to related parties		4,120,871			3,998,164
Operating lease obligations-current portion		4,511			154,095
Finance lease obligations-current portion		116,377			196,879
Total current liabilities		8,740,491			8,344,402

Noncurrent liabilities
Operating lease obligations-noncurrent portion		-			44,622
Finance lease obligations-noncurrent portion		-			76,862
Total noncurrent liabilities		-			121,484

Total liabilities		8,740,491			8,465,886

Commitment and contingencies					-

Equity
Additional paid-in capital		621,184			389,356
Accumulated deficits		(6,103,174	)		(5,466,201	)
Accumulated other comprehensive income		17,204			109,401
Total stockholders’ equity		(5,464,786	)		(4,967,444	)
Non-controlling interests		-			118,397

Total equity		(5,464,786	)		(4,849,047	)

Total liabilities and equity	$	3,275,705		$	3,616,839

The operating results of the VIE were as follows:


	Three Months Ended June 30,						Nine Months Ended June 30,
	2025			2024			2025			2024

Revenue, net	$	107,802		$	672,062		$	1,073,606		$	1,598,728
Cost of revenue		(83,824	)		(181,014	)		(331,449	)		(428,647	)
Gross profit		23,978			491,048			742,157			1,170,081

Operating expenses
General and administrative expenses		122,897			665,195			625,438			1,258,890
Selling expense		333,880			62,521			1,324,525			1,174,826
Total operating expenses		456,777			727,716			1,949,963			2,433,716

Loss from operations		(432,799	)		(236,668	)		(1,207,806	)		(1,263,635	)

Other income (expenses):
Interest income		-			27			21			402
Other income (expenses)		400,044			(1,081	)		441,214			30,261
Share of profit from investment in associate		(2,060	)		-			(23,504	)		-
Gain from investment		-			-			147,579			-
Total other income (expenses), net		397,984			(1,054	)		565,310			30,663

Loss before income taxes		(34,815	)		(237,722	)		(642,496	)		(1,232,972	)

Income tax expense		-			2,665			-			16,029

Net loss		(34,815	)		(235,057	)		(642,496	)		(1,216,943	)
Less: Net loss attributable to non-controlling interest		-			-			(5,529	)		(47	)
Net loss attributable to Kun Peng International Ltd	$	(34,815	)	$	(235,057	)	$	(636,967	)	$	(1,216,990	)

The cash flows of the VIE were as follows:

	2025			2024
	Nine Months Ended June 30,
	2025			2024

Cash flows from operating activities
Net loss	$	(642,496	)	$	(1,254,553	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Depreciation and amortization		88,867			35,932
Amortization of right-of-use assets		206,078			66,631
Share of profit from investment in associate		23,504			-
Gain on investment of a subsidiary		(147,579	)		-

Changes in operating assets and liabilities
Advance and prepayments		122,961			(52,252	)
Trade receivable- third parties		-			(13,854	)
Trade receivable- intercompany		893,094			(113,820	)
Other receivables- third parties		84,011			(226,082	)
Other receivables- intercompany		(804,871	)		(528,048	)
Inventory		7,280			93,253
Amount due from a related party		40,340			-
Trade payable- third parties		1,845,872			-
Trade payable- intercompany		173,183			149,953
Other payables and accrual- third parties		1,167,667			518,345
Other payables and accrual- intercompany		(500,481	)		513,194
Deferred revenue		(63,277	)		(955,853	)
Payroll payable		71,558			24,772
Amounts due to related parties		(2,438,891	)		1,531,003
Tax payable		(5,599	)		(20,923	)
Lease liabilities		(51,976	)		(52,623	)
Net cash provided by (used in) operating activities		69,245			(162,756	)

Cash flows from investing activities
Purchase of property, plant and equipment		(30,412	)		-
Net cash used in investing activities		(30,412	)		-

Cash flows from financing activities
Proceeds from bank borrowings		98,457			-
Payment of finance lease liabilities		(157,187	)		-
Net cash used in financing activities		(58,730	)		-

Effect of exchange rate changes on cash		(2,365	)		9,227

Net change in cash and cash equivalents		(22,262	)		(153,529	)

Cash and cash equivalents, beginning balance		81,132			447,117

Cash and cash equivalents, ending balance	$	58,870		$	20,054

NOTE 4 - ADVANCE AND PREPAYMENTS

Prepayments consisted of the following:

SCHEDULE OF PREPAYMENTS

	June 30,		September 30,
	2025		2024

Prepaid rent and building management and utilities	$	1,773	$	13,200
Prepaid supplies⁽¹⁾		9,804		49,495
Prepaid income tax		5,119		5,226
Prepaid professional services⁽²⁾		2,797		104,742
Prepaid others		7,517		6,291
Total prepayments	$	27,010	$	178,954

⁽¹⁾

As of June 30, 2025 and September 30, 2024, the Company had prepaid supplies of $9,804 and $49,495, respectively. The prepayment will be recognized in cost of goods sold in its consolidated statement of operations and comprehensive loss when the corresponding deferred revenue is recognized.

⁽²⁾

As of September 30, 2024, the ending balance of prepaid professional services represented $104,742 of legal service fees for our PRC entities. The legal service fees will be amortized to general and administrative expenses using the straight-line method, over the service periods of October and November 2024.

As of June 30, 2025, the ending balance of prepaid professional services included $2,797 of advertising and promotion fees for our PRC entities. The advertising and promotion fees will be recognized in the Company’s consolidated statement of operations and comprehensive loss when the related services are performed.

These amounts are expected to be recoverable within twelve (12) months.

NOTE 5 - OTHER RECEIVABLES

Other receivables included the following:

SCHEDULE OF OTHER RECEIVABLES

	June 30,		September 30,
	2025		2024

Deposits	$	97,653	$	136,119
Advance to employees		-		42,894
Advance to third-party company		18,081		34,912
Others		16,812		37,663
Total other receivables	$	132,546	$	251,588

Advance to employees represents funds provided to our officers and employees for business expenses, such as travel, parking, gasoline, membership, and meals, that are anticipated to be incurred by our officers and employees on behalf of the Company. Advances to employees are required to be repaid in cash within a year.

Advance to third-party company represents funds provided to a third-party company for rental fee and deposit.

NOTE 6 - INVENTORY

Inventory consisted of the following:

SCHEDULE OF INVENTORY

	June 30,		September 30,
	2025		2024

Finished goods	$	8,032	$	15,700
Total	$	8,032	$	15,700

NOTE 7 - PROPERTY AND EQUIPMENT, NET

Property and equipment consisted of the following:

SCHEDULE OF PROPERTY AND EQUIPMENT

	June 30,			September 30,
	2025			2024

Leasehold improvements	$	128,968		$	199,563
Furniture and fixtures		1,227			4,755
Computer equipment		294,389			291,386
Office equipment		1,470			5,822
Subtotal		426,054			501,526
Less: accumulated depreciation		(266,070	)		(209,328	)
Total property and equipment, net	$	159,984		$	292,198

Depreciation expense was $26,689 and $21,156 for the three months ended and $115,119 and $54,965 for the nine months ended June 30, 2025 and 2024, respectively.

NOTE 8 - INTANGIBLE ASSETS

SCHEDULE OF INTANGIBLE ASSET

	June 30,			September 30,
	2025			2024

Trademarks	$	3,743		$	3,692
Subtotal		3,743			3,692
Less: accumulated amortization		(1,408	)		(1,144	)
Total intangible assets, net	$	2,335		$	2,548

Intangible assets consist of the Company’s trademarks of King Eagle Mall with a useful life of ten years. Approximately $1,064, $1,368, $558, $36, $506, $84 and $126 will expire in July 2031, April 2031, April 2032, September 2032, October 2032, March 2033 and February 2034, respectively.

Amortization expense was $94 and $89 for the three months ended and $289 and $269 for the nine months ended June 30, 2025 and 2024, respectively.

NOTE 9 - TRADE AND OTHER PAYABLES

Trade and other payables included the following:

SCHEDULE OF TRADE AND OTHER PAYABLES

	June 30,		September 30,
	2025		2024

Accrued expenses to service agents	$	3,083,836	$	3,056,730
Refundable deposit to third-party individuals		244,291		-
Expense reimbursement payable		107,536		54,892
Customer deposits		50,393		45,600
Deposit payable to suppliers		26,523		17,670
Others		4,660		33,534
Total trade and other payables	$	3,517,239	$	3,208,426

NOTE 10 - DEFERRED REVENUE

SCHEDULE OF DEFERRED REVENUE

	June 30,		September 30,
	2025		2024

Advance payments from customers	$	504,385	$	584,116
Total deferred revenue	$	504,385	$	584,116

Deferred revenue results from transactions where the Company has received the payments from the customers but revenue recognition criteria under the five-step model have yet to be met. As of June 30, 2025 and September 30, 2024, the Company had total deferred revenue of $504,385 and $584,116, respectively. Once the five-step model criteria have been satisfied, revenues will be recognized upon the transfer of risk and rewards to the customers. Management has agreed that the amount received is non-refundable. However, this term is not bound by any written agreement. Thus, the customers may have the right to challenge and demand that the advances be refunded under relevant commercial laws and regulations.

NOTE 11 - RELATED PARTY TRANSACTIONS

Acquisition of Kun Pin Hui (Shandong) Trading Co. Ltd.

On April 3, 2024, King Eagle (Tianjin) entered into a Share Transfer Agreement (the “Share Purchase Agreement”) with Zhandong Fan and Yuanyuan Zhang for the acquisition of all the subscribed shares of Kun Pin Hui (Shandong) Trading Co. Ltd.

Pursuant to the Share Purchase Agreement, King Eagle (Tianjin) agreed to acquire all of the subscribed capital of Kun Pin Hui (Shandong), amounting to $0.4 million (RMB 3 million), for an aggregate consideration of $0.28 (RMB 2). Zhandong Fan (the holder of 95% of the shares of Kun Pin Hui (Shandong)) and Yuanyuan Zhang (the holder of 5% of the shares of Kun Pin Hui (Shandong)), both of whom are shareholders of King Eagle (Tianjin), transferred their shares for consideration of $0.14 (RMB 1).

The acquisition closed on April 7, 2024. As of June 30, 2025, King Eagle (Tianjin) had paid $3,698 (RMB27,000) of the registered capital.

Amounts due from related parties

Amounts due from related parties mainly represent monies advanced to officers or employees for daily operating expenses that are anticipated to be incurred by our officers and employees on behalf of the Company. The advances are required to be repaid in cash within a year.

Amounts due from related parties consisted of the following:

Name of related party	Relationship	Nature of transactions	June 30, 2025		September 30, 2024
Ms. Jinjing Zhang	One of the shareholders of King Eagle (Tianjin)	Advanced to officers or employees for operating expenses	$	-	$	7,125
Ms. Xiujin Wang	One of the shareholders of King Eagle (Tianjin)	Advanced to officers or employees for operating expenses		-		7,125
Beijing Paiyue Technology Co., LTD	95% held by Ms. Chengyuan Li, a prior shareholder of King Eagle (Tianjin)	Input VAT, offset once invoice was issued		-		5,842
King Eagle (Hangzhou) Health Technology Co., Ltd	45% held by King Eagle (Tianjin)	Advanced for operating expenses		83,757		-
Total			$	83,757	$	20,092

Amounts due to related parties

Amounts due to related parties are payables arising from transactions between the Company and related parties, such as payments of agency service charges to a related company, payments of operating expenses by such related parties on behalf of our entities in the PRC, and funding to meet working capital requirements. The payables owed to the related parties are interest free, unsecured, and repayable on demand.

Amounts due to related parties consisted of the following:

Name of related party	Relationship	Nature of transactions	June 30, 2025		September 30, 2024
Ms. Chengyuan Li	A prior shareholder of King Eagle (Tianjin)	Operational support to King Eagle (Tianjin) to meet its working capital requirements	$	2,631,498	$	2,686,246
Ms. Xiujin Wang	One of the shareholders of King Eagle (Tianjin)	Operational support to King Eagle (Tianjin) to meet its working capital requirements		251,270		260,773
Mr. Richun Zhuang	Chief Executive Officer and Director	Operational support to King Eagle (Tianjin) to meet its working capital requirements		328,405		234,981
Ms. Yuanyuan Zhang	One of the shareholders of King Eagle (Tianjin)	Operational support to King Eagle (Tianjin) to meet its working capital requirements		118,759		121,094
Ms. Jinjing Zhang	One of the shareholders of King Eagle (Tianjin)	Operational support to King Eagle (Tianjin) to meet its working capital requirements		2,373		3,847
Mr. Zhandong Fan	One of the shareholders of King Eagle (Tianjin)	Operational support to King Eagle (Tianjin) to meet its working capital requirements		3,769		3,847
Mr. Cairong Ji	Legal representative of King Eagle (Hangzhou)	Operational support to King Eagle (Tianjin) to meet its working capital requirements		-		2,391
Tianjin Qianying Technology Co., Ltd.	100% held by Ms. Jinjing Zhang, one of the shareholders of King Eagle (Tianjin)	Payments of agency service charges		823,367		753,455
Beijing Paiyue Technology Co., LTD	95% held by Ms. Chengyuan Li, a prior shareholder of King Eagle (Tianjin)	Payments of agency service charges		31,227		2,779
Total			$	4,190,668	$	4,069,413

NOTE 12 - EQUITY

Effective as of September 9, 2021, the Company’s Articles of Incorporation were amended to increase the Company’s authorized capital to 210,000,000 authorized shares of capital stock with 200,000,000 designated as $0.0001 par value common stock and 10,000,000 designated as $0.0001 par value preferred stock.

Effective on October 12, 2022, a Certificate of Amendment was filed with the Nevada Secretary of State to increase the authorized number of shares of the Company’s $0.0001 par value common stock from 200,000,000 shares to 1,000,000,000 shares of common stock.

The Company’s board of directors approved and declared a 10:1 forward split of its common stock on September 6, 2022. As a result of the stock split, holders of pre-split shares of common stock received post-split shares of common stock at a ratio of ten (10) shares of post-split common stock for every one (1) share of pre-split common stock. The stock split had a record date of September 16, 2022 and an effective date of October 18, 2022. No fractional shares were issuable as a result of the forward stock split. After the forward stock split, the Company has 400,000,000 shares of common stock outstanding. The par value of the common stock remained unchanged at 0.0001 per share after the stock split.

Preferred stock

The Company’s authorized shares of preferred stock are 10,000,000 shares, with a par value of $0.0001. The preferred stock may be issued in series and with such voting powers, designations, preferences, limitations, restrictions, and relative rights as the board of directors shall determine in its sole discretion. No shares of preferred stock were issued and outstanding as of June 30, 2025 and September 30, 2024.

Common stock

The Company’s authorized shares of common stock were 1,000,000,000 and 1,000,000,000 shares with a par value of $0.0001, as of June 30, 2025 and September 30, 2024, respectively. The issued and outstanding shares of common stock were 400,000,000 as of June 30, 2025 and September 30, 2024, respectively.

Restricted net assets

Our ability to pay dividends is primarily dependent on us receiving distributions of funds from our VIE. Relevant PRC statutory laws and regulations permit payments of dividends by our VIE and its subsidiaries only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations and after they have met the PRC requirements for appropriation to statutory reserves. Share capital of our PRC subsidiaries and VIE included in the Company’s consolidated net assets are also non-distributable for dividend purposes. The results of operations reflected in the accompanying consolidated financial statements prepared in accordance with U.S. GAAP differ from those reflected in the statutory financial statements of KP Tian Yu, the foreign-invested enterprise, King Eagle (China), King Eagle (Tianjin), the VIE, and its subsidiaries. The Company is required to set aside at least 10% of its after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital. In addition, the Company may allocate a portion of its after-tax profits based on PRC accounting standards to an enterprise expansion fund and a staff bonus and welfare fund at its discretion. The statutory reserve funds and the discretionary funds are not distributable as cash dividends.

As a result of the foregoing restrictions, King Eagle (China), King Eagle (Tianjin), and KP Tian Yu are restricted in their ability to transfer their net assets to the Company. Foreign exchange and other regulations in the PRC may further restrict these entities from transferring funds to the Company in the form of dividends, loans, and advances. As of June 30, 2025, King Eagle (China), King Eagle (Tianjin), and KP Tian Yu incurred negative assets in the amount of $1,337,599, $2,554,384 and $949, respectively. As of September 30, 2024, King Eagle (China), King Eagle (Tianjin) and KP Tian Yu incurred negative assets in the amount of $1,327,000, $2,539,081 and $962, respectively. Accordingly, the Company did not accrue statutory reserve funds as of June 30, 2025 and September 30, 2024.

NOTE 13 - REVENUE

Revenue:

The following table presents revenues and the related cost of goods sold disaggregated by customer type for the three and nine months ended June 30, 2025 and 2024:

	2025		2024		2025		2024
	Three Months Ended June 30,				Nine Months Ended June 30,
	2025		2024		2025		2024

Retail product sales	$	21,239	$	440,243	$	252,367	$	983,694
Wholesale product sales		-		-		-		2,160
Equipment-based service revenue		86,563		231,819		821,239		539,630
Technical service revenue		-		-		-		35,959
Commissions		-		-		-		2,948
Training		-		-		-		34,337
Total	$	107,802	$	672,062	$	1,073,606	$	1,598,728

	2025		2024
	Nine Months Ended June 30,
	2025		2024

Performance obligations satisfied at a point in time	$	252,367	$	1,059,098
Performance obligations satisfied over time		821,239		539,630
Total	$	1,073,606	$	1,598,728
Revenue	$	1,073,606	$	1,598,728

Cost of revenue:

We disaggregated our cost of revenue for the three and nine months ended June 30, 2025 and 2024:

	2025		2024		2025		2024
	Three Months Ended June 30,				Nine Months Ended June 30,
	2025		2024		2025		2024

Retail product sales	$	6,859	$	116,723	$	39,995	$	249,007
Wholesale product sales		-		-		-		1,150
Equipment-based service revenue		77,148		63,542		292,081		158,167
Technical service revenue		-		-		-		-
Commissions		-		-		-		-
Training		-		-		-		20,323
Total	$	84,007	$	180,265	$	332,076	$	428,647
Cost of revenue	$	84,007	$	180,265	$	332,076	$	428,647

NOTE 14 - INCOME TAXES

The Company accounts for income taxes pursuant to the accounting standards that require the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carryforwards. Additionally, the accounting standards require the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets. The Company and its subsidiaries file separate income tax returns.

United States

Kun Peng International Limited is incorporated in the State of Nevada and is subject to United States federal income tax. No provision for income taxes in the U.S. has been made as the Company has no U.S. taxable income for the nine months ended June 30, 2025 and 2024.

British Virgin Islands

KP International Holding is a holding company organized as an International Business Company under the laws of the British Virgin Islands (“BVI”), and its principal operating subsidiaries are organized under the laws of Hong Kong and the laws of the PRC. KP International and its subsidiaries are not subject to income taxes in the BVI.

Hong Kong

The two-tier profits tax rates system was introduced under the Inland Revenue (Amendment)(No.3) Ordinance 2018 (“the Ordinance”) of Hong Kong and became effective for the assessment year 2018/2019. Under the two-tier profits tax rates regime, the profits tax rate for the first $0.26 million (HKD 2 million) of assessable profits of a corporation will be subject to a lowered tax rate of 8.25%, while the remaining assessable profits will be subject to the legacy tax rate of 16.5%.

KP (Hong Kong) did not earn any income that was derived in Hong Kong for the nine months ended June 30, 2025 and 2024, and, therefore, KP (Hong Kong) were not subject to Hong Kong profits tax for the periods reported.

Since the two-tier profit tax rates regime is tentative, we applied the original profits tax rate, 16.5%, for the calculation of deferred taxes for our subsidiaries in Hong Kong.

PRC

The PRC’s statutory income tax rate is 25%. The Company’s subsidiaries and VIE registered in the PRC are subject to the income tax rate of 25%, unless otherwise specified.

Income tax expense was comprised of the following:

	2025		2024
	Nine Months Ended June 30,
	2025		2024
Current
Federal	$	-	$	-
State		-		-
Foreign		-		16,029
Total current		-		16,029

Deferred
Federal		-		-
State		-		-
Foreign		-		-
Total deferred		-		-

Total income tax expense	$	-	$	16,029

A reconciliation between the Company’s actual provision for income taxes and the provision at the statutory rate is as follow:

	2025			2024
	Nine Months Ended June 30,
	2025			2024
Loss before income tax expense	$	(888,749	)	$	(1,404,027	)
Computed tax expense (benefit) with statutory tax rate		21.0	%		21.0	%
Impact of different tax rates in other jurisdictions		3.1	%		3.6	%
Tax effect of non-deductible expenses		(1.8	)%		(2.8	)%
Change in valuation allowance		(22.3	)%		(22.9	)
Effective tax rate		0.0	%		(1.1	)%

Uncertain tax positions

The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by the respective jurisdictions, where applicable. The statute of limitations for the tax returns varies by jurisdiction.

The statute of limitations for the U.S. Internal Revenue Service to assess the income tax returns of a taxpayer expires three years from the due date of the income tax return or the date on which it was filed, whichever is later.

In accordance with the Hong Kong profits tax regulations, a tax assessment by the IRD may be initiated within six years after the relevant year of assessment, but that period is extendable to 10 years in the case of potential willful underpayment or evasion.

In accordance with the PRC Tax Administration Law on the Levying and Collection of Taxes, the PRC tax authorities generally have up to five years to assess underpaid tax plus penalties and interest for PRC entities’ tax filings. In the case of tax evasion, which is not clearly defined in the law, there is no limitation on the tax years open for investigation. Accordingly, the PRC entities remain subject to examination by the tax authorities based on the above.

As of June 30, 2025 and September 30, 2024, the Company did not accrue any liability, interest, or penalties related to uncertain tax positions in the provision for income taxes in its consolidated financial statements. The Company does not expect that its assessment regarding unrecognized tax positions will materially change over the next 12 months.

NOTE 15 - RIGHT-OF-USE ASSETS AND LEASE

The Company has operating leases for its office facilities, automobiles and employee accommodation and finance lease for equipment for revenue service. The Company classified the equipment for revenue service as finance lease as the lessor will transfer the ownership of equipment for revenue service to the Company by the end of the lease term.

Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company recognized lease expense on a straight-line basis over the lease term for operating lease. Meanwhile, the Company recognized the finance leases ROU assets and interest on an amortized cost basis.

The following table provides a summary of leases as of June 30, 2025 and September 30, 2024:

Assets/liabilities	Classification	June 30, 2025		September 30, 2024
Assets
Operating lease right-of-use assets	Operating lease assets	$	5,269	$	284,524
Finance lease right-of-use assets	Finance lease assets		160,065		309,445
Total lease assets		$	165,334	$	593,969

Liabilities
Current
Operating lease liability - current	Current operating lease liabilities	$	4,511	$	238,979
Finance lease liability - current	Current finance lease liabilities		116,377		196,879
		$	120,888	$	435,858
Long-term
Operating lease liability – net of current portion	Long-term finance lease liabilities	$	-	$	44,622
Finance lease liability – net of current portion	Long-term operating lease liabilities		-		76,862
			-		121,484
Total lease liabilities		$	120,888	$	557,342

The operating lease expense for the three and nine months ended June 30, 2025 and 2024 was as follows:

SUMMARY OF OPERATING LEASE EXPENSE

Lease cost	Classification	2025		2024		2025		2024
		Three Months Ended June 30,				Nine Months Ended June 30,
Lease cost	Classification	2025		2024		2025		2024
Operating lease cost
Lease expenses – short-term	General and administrative	$	-	$	-	$	9,299	$	-
Lease expenses	General and administrative		9,934		81,064		153,827		246,939
Finance lease cost
Amortization of leased asset	Cost of revenues		44,570		-		138,350		-
Interest on lease liabilities	Other expense - other		1,700		-		6,829		-
Total lease cost		$	56,256	$	81,064	$	308,305	$	246,939

Maturities of operating lease and finance lease liabilities as of June 30, 2025 were as follows:

Maturity of Lease Liabilities	Operating lease			Finance lease
2025	$	4,546		$	42,244
2026		-			76,262
Thereafter		-			-
Total lease payments		4,546			118,506
Less: Interest		(35	)		(2,129	)
Present value of lease payments	$	4,511		$	116,377

Maturities of operating lease and finance lease liabilities as of September 30, 2024, were as follows:

Maturity of Lease Liabilities	Operating lease			Finance lease
2025	$	244,243		$	205,103
2026		44,887			77,848
Thereafter		-			-
Total lease payments		289,130			282,951
Less: Interest		(5,529	)		(9,210	)
Present value of lease payments	$	283,601		$	273,741

Supplemental information related to operating leases and finance leases was as follows:

SCHEDULE OF OPERATING LEASES

	2025		2024		2025		2024
	Three Months Ended June 30,				Nine Months Ended June 30,
	2025		2024		2025		2024
Cash paid for amounts included in the measurement of lease liabilities	$	49,973	$	14,398	$	292,132	$	111,469
New operating lease assets obtained in exchange for operating lease liabilities	$	115	$	14,398	$	8,951	$	111,469

	Nine Months Ended June 30,
	2025			2024
Weighted average remaining operating lease term		0.58 years			0.77 years
Weighted average remaining finance lease term		0.81 years			-
Weighted average discount rate for operating lease		4.75	%		4.30	%
Weighted average discount rate for finance lease		4.75	%		-

The amortization expense was $57,829 and $54,965 for the three months ended June 30, 2025 and 2024 and $293,242 and $216,678 for the nine months ended June 30, 2025 and 2024, respectively.

NOTE 16 - SHORT-TERM BORROWING

SCHEDULE OF SHORT-TERM BORROWING

Loan period

Interest
rate

June 30,

2025

September 30,

2024

China Construction Bank Co., LTD. Beijing Mentougou Branch

December 19, 2024 to December 19, 2025

3.86

99,391

Short-term borrowing

99,391

The loans were guaranteed by a shareholder.

NOTE 17 - COMMITMENTS AND CONTINGENCIES

Purchase and service commitments

We entered into multiple purchase and service commitments. As of June 30, 2025 and September 30, 2024, we had purchase and service commitments in an amount of $75,072 and $4,987, respectively.

NOTE 18 - SUBSEQUENT EVENT

As of June 30, 2025, the Company evaluated and concluded that there are no subsequent events that would require recognition or disclosure in the financial statements, other than as disclosed above.

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

Overview of the Business

Due to global health issues and the COVID-19 pandemic, people have increased their health and nutrition consciousness. We believe preventive care is the most effective investment in health.

To promote awareness of preventive care among the people in the PRC, we developed and launched our mobile platform, King Eagle Mall, in July 2020, an online platform, Kun Zhi Jian, in October 2022, and Kun Zhi Jian Mini Program in November 2023.

King Eagle Mall

King Eagle Mall is a mobile social e-commerce platform launched in July 2020 that promotes preventive health care products and services. It adopts the S2B2C business model and integrates many major health care products and services. King Eagle Mall is designed to enable health-related products to be sold by us and by third parties. King Eagle Mall’s products are divided into two sectors: self-operated products and selected products which promote preventive health care. Our team screens and examines products that are and will be offered both by us and by affiliated merchants. Our major products include health care products such as dietary supplements, nutritional health foods, beauty cosmeceuticals, and other categories of health foods (for instance, milk powder, dried fruits) for supporting the cardiovascular system and bone joint health. We also offer collagen peptides, probiotics, and health foods for improving blood circulation and vein health, as well as household products that can promote and improve a healthier lifestyle for our members. We receive customer orders and may arrange fulfillment through our merchants who are responsible for delivery or we may fill customer orders through our outsourced networks. As of June 30, 2025, King Eagle Mall had approximately 5,669 members.

We also operate customer service centers with which our members can communicate directly for any assistance related to product purchases, suggestions for health care products and services, and delivery logistics.

Kun Zhi Jian and Kun Zhi Jian Mini Program

In October 2022, we introduced and implemented a new online platform, Kun Zhi Jian. In its initial phase of operation, we focused on selling a thermal therapy cabin to wholesalers. Currently, we promote and sell physiotherapy equipment products and our own brand, as well as other popular brands, of preventive health care related products. In November 2023 we also launched the Kun Zhi Jian Mini Program, which is composed of three main areas: physiotherapy cabin, a customer service center, and an online shopping mall (Kun Zhi Jian). We coordinate with local health service providers and leverage their health care expertise and technology to provide health screening and consulting services to our customers and members at the Kun Zhi Jian customer service center. Based on their health conditions, we provide nutritional consulting services and offer suggestions for our preventive health care products. As of June 30, 2025, our new online platform had approximately 3,494 members.

Cash Transfers Within our Organization

As between the Company and its subsidiaries, cash will generally be transferred by means of capital contributions and/or interest-free intercompany loans. Cash to be transferred or settled between the Company and its subsidiaries, on the one hand, and the consolidated VIE and its subsidiaries, on the other hand, will typically be transferred through payments for fees under our contractual arrangements with the VIE, expense reimbursements, or intercompany borrowings between the Company or one of its subsidiaries and the consolidated VIE. Any such loans will be interest-free, unsecured and payable on demand. For more information regarding these contractual arrangements, see Note 3 to our Condensed Consolidated Financial Statements - “Variable Interest Entities (“VIE”) Arrangements.” The enforceability and treatment of the intercompany agreements within our organization, including intercompany borrowings and the contractual arrangements with our VIE, have not been tested in court. To the extent cash and/or assets in the business are in the PRC and/or Hong Kong or our PRC and/or Hong Kong entities, such funds and/or assets may not be available to fund operations or for other use outside of the PRC and/or Hong Kong due to interventions in or the imposition of restrictions and limitations imposed by the PRC government on the ability of the Company or its subsidiaries to transfer cash and/or assets. There are no tax consequences for intercompany borrowings or the payment for intercompany services, except for the standard value added taxes and/or income taxes for the revenues and/or profits generated from such services.

The proceeds of any transactions within our organization, including with the VIE and its subsidiaries, are eliminated in our condensed consolidated financial statements. For more details, please refer to the principles of consolidation set forth in the notes to our Condensed Consolidated Financial Statements for the nine months ended June 30, 2025 included in this report.

Corporate Structure

The Company is a Nevada holding company with no operations of its own. It conducts its operations through its PRC subsidiary, King Eagle (China), which conducts its operations through contractual arrangements with a variable interest entity (“VIE”), King Eagle (Tianjin), and its subsidiaries (i) King Eagle (Beijing) Technology Co., Ltd., incorporated on December 1, 2022; (ii) King Eagle (Huai’an) Health Management Co., Ltd., incorporated on September 19, 2023; (iii) Kun Zhi Jian (Huai’an) Technology Co., Ltd., incorporated on October 26, 2023; (iv) Kun Zhi Jian (Shandong) Health Management Co., Ltd., incorporated on January 30, 2024; (v) Chengdu Wenjiang Pengrun Internet Healthcare Co., Ltd., incorporated on February 1, 2024; and (vi) Kun Pin Hui (Shandong) Trading Co. Ltd., acquired on April 7, 2024.

As a result of such contractual arrangements, King Eagle (China) is the primary beneficiary of the VIE for accounting purposes and the VIE is a PRC consolidated entity under U.S. GAAP. The Company consolidates the financial results of the VIE and its subsidiaries in its consolidated financial statements in accordance with U.S. GAAP.

Results of Operations for the three months ended June 30, 2025 and 2024

	Three Months Ended June 30,
	2025						2024
	Amount			% of revenue			Amount			% of revenue

Revenues	$	107,802			100.0	%	$	672,062			100	%
Cost of revenues		84,007			77.9			180,265			26.8
Gross profit		23,795			22.1			491,797			73.2
Operating expenses:
General and administrative expenses		231,403			214.7			353,669			52.6
Selling expense		228,126			211.6			422,612			62.9
Total operating expenses		459,529			426.3			776,281			115.5
Loss from operations		(435,734	)		(404.2	)		(284,484	)		(42.3	)
Other income (expenses)		390,869			362.6			(1,087	)		(0.2	)
Loss before income taxes		(44,865	)		(41.6	)		(285,571	)		(42.5	)
Income tax expense		-			-			2,665			0.4
Net loss	$	(44,865	)		(41.6	)	$	(288,236	)		(42.9	)

Revenues

For the three months ended June 30, 2025 and 2024, revenues amounted to $107,802 and $672,062, respectively. The following table presents revenues disaggregated by customer type for the three months ended June 30, 2025 and 2024:

	Three months ended June 30,
	2025		2024

Retail	$	21,239	$	440,243
Equipment-based service revenue		86,563		231,819
Total	$	107,802	$	672,062

We recognize our revenue on a gross basis, net of sub-charges and value-added tax (“VAT”) on gross sales.

In addition to revenue from retail sales, we have equipment-based service revenue, generated through providing cards for online medical consultation services and selling prepaid cards to our customers for use with card-operated health screening equipment located at the Kun Zhi Jian Customer Service Center. We recognize equipment-based service revenue upon the completion of medical consultation services and consuming the prepaid cards.

We generated $564,260, or 84.0%, lower revenue for the three months ended June 30, 2025 compared to the same period in 2024 due to the termination of two subsidiaries’ businesses, which caused both our retail and our equipment-based service revenue to decline.

Cost of revenue

Our cost of revenue for the three months ended June 30, 2025 and 2024 was $84,007 and $180,265, respectively.

We disaggregated our cost of revenue by customer type, retail and wholesale, for the three months ended June 30, 2025 and 2024:

	Three months ended June 30,
	2025		2024

Retail	$	6,859	$	116,723
Equipment-based service revenue		77,148		63,542
Total	$	84,007	$	180,265

Our cost of revenue for the three months ended June 30, 2025 of $84,007 constituted a $96,258, or 53.4%, decrease from our cost of revenue for the three months ended June 30, 2024 of $180,265. Our cost of revenue primarily consisted of the costs of purchasing consumer health care and health related household products from our suppliers and payments related to maintaining health screening equipment. We made our retail product sales through our King Eagle Mall and our Kun Zhi Jian Mini Program. We also offered equipment-based services through the Kun Zhi Jian Mini Program. We pay an equipment-based service fee that includes a prepaid card activation fee and a technical support fee.

During the three months ended June 30, 2025, our cost of retail decreased in line with our decrease in revenue and our cost for equipment-based services decreased as a result of the termination of two subsidiaries business.

Gross profit

	Three months ended June 30,
	2025		2024

Retail	$	14,380	$	323,520
Equipment-based service revenue		9,415		168,277
Total	$	23,795	$	491,797

For the three months ended June 30, 2025 and 2024, our overall gross profit and margin was $23,795, or 22.1%, and $491,797, or 73.2%, respectively.

For the three months ended June 30, 2025 and 2024, the gross profit and gross profit margin for our retail business amounted to $14,380, or 67.7%, and $323,520, or 73.5%, respectively, and the gross profit and gross profit margin for our equipment-based services business amounted to $9,415, or 10.9%, and $168,277, or 72.6%, respectively. The decrease in our gross profit and margin was due to the termination of two subsidiaries’ businesses.

Operating expenses

Our operating expenses consist of general and administrative expenses and selling expenses. For the three months ended June 30, 2025 and 2024, total operating expenses were $459,529 and $776,281, respectively. The decrease in operating expenses for the three months ended June 30, 2025 compared to the same period in 2024 was primarily due to a decrease of $122,266 in general and administrative expenses and a decrease of $194,486 in selling expenses.

General and administrative expenses

General and administrative expenses for the three months ended June 30, 2025 and 2024 were $231,403 and $353,669, respectively. The decrease in general and administrative expenses of $122,266 between the two periods was chiefly due to a decrease in office rent and building management of $68,028, a decrease in professional service fees of $21,678 and a decrease in depreciation and amortization of $14,278. These expenses declined as a result of shutting down two subsidiaries during the three months ended June 30, 2025.

Our general and administrative expenses for the three months ended June 30, 2025 and 2024 were comprised of the following:

	For the three months ended June 30,
	2025		2024
Employee compensation and benefits	$	130,402	$	136,450
Office rent and building management		10,557		78,585
Office supplies and meetings		1,768		4,898
Professional service fees		55,668		77,346
Travel, transportation, and gasoline		20,977		24,046
Meals and entertainment		5,971		10,598
Depreciation and amortization		5,344		19,622
Others		716		2,124
Total	$	231,403	$	353,669

Selling expenses

For the three months ended June 30, 2025 and 2024, our selling expenses were $228,126 and $422,612, respectively. The $194,486 decrease in selling expenses for the three months ended June 30, 2025 was primarily driven by a decrease in service agent costs of $125,595, a decrease in office supplies and meetings of $42,956 and a decrease in depreciation and amortization of $16,783. These expenses declined as a result of the decrease in revenue and the termination of the businesses of two subsidiaries during the three months ended June 30, 2025.

Our selling expenses included the following:

	Three Months Ended June 30,
	2025		2024
Service agents	$	133,931	$	259,526
Employee compensation and benefits		66,592		70,412
Office supplies and meetings		5,844		48,800
Travel, transportation, and gasoline		4,149		10,171
Meals and entertainment		593		573
Depreciation and amortization		16,196		32,979
Advertising		821		151
Total	$	228,126	$	422,612

Other income (expenses)

Other income (expenses) primarily consisted of bank interest income and expense, share of profit from investment in associate, loss from investment, and foreign exchange gain or loss. Our other income for the three months ended June 30, 2025 was $390,869 and other expense for the three months ended June 30, 2024 was $1,087. We recognized $2,060 loss from share of profit from investment in associate, King Eagle (Hangzhou), as well as $466,322 other income and $73,393 other expense by the liquidation of assets and liabilities during the deregistration process for two subsidiaries, King Eagle (Huai’an) and Kun Zhi Jian (Huai’an), during the three months ended June 30, 2025.

Income tax expense

For the three months ended June 30, 2025 and 2024, our income tax expense was $nil and $2,665, respectively. During the three months ended June 30, 2024, Kun Zhi Jian (Huai’an) realized income of $10,660 and we recognized an income tax expense in accordance with the PRC’s statutory income tax rate of 25%.

Net loss

As a result of the factors discussed above, we posted a net loss in the amount of $44,865 for the three months ended June 30, 2025 compared to net income in the amount of $288,236 for the three months ended June 30, 2024.

Foreign currency translation adjustment

The functional currency for our operations in the PRC is the Chinese Yuan or Renminbi (“RMB”); the functional currency for our operations in Hong Kong is the Hong Kong Dollar (“HKD”). Our financial statements are translated to U.S. dollars using the period end rates of exchange for assets and liabilities; equity is translated at historical exchange rates; and average rates of exchange (for the period) are used for revenues and expenses and cash flows. Transaction gains and/or losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. As a result of foreign currency translation, which is a noncash adjustment, we reported foreign currency translation income of $103,165 and loss of $22,608 for the three months ended June 30, 2025 and 2024, respectively.

Comprehensive loss

We recognized a comprehensive loss of $148,030 and $265,628 for the three months ended June 30, 2025 and 2024, respectively.

Results of Operations for the nine months ended June 30, 2025 and 2024

	Nine Months Ended June 30,
	2025						2024
	Amount			% of revenue			Amount			% of revenue

Revenues	$	1,073,606			100.0		$	1,598,728			100
Cost of revenues		332,076			30.9			428,647			26.8
Gross profit		741,530			69.1			1,170,081			73.2
Operating expenses:
General and administrative expenses		1,196,450			111.4			1,429,945			89.4
Selling expense		993,742			92.6			1,174,826			73.5
Total operating expenses		2,190,192			204.0			2,604,771			162.9
Loss from operations		(1,448,662	)		(134.9	)		(1,434,690	)		(89.7	)
Other income		559,913			52.1			30,663			1.9
Loss before income taxes		(888,749	)		(82.8	)		(1,404,027	)		(87.8	)
Income tax expense		-			-			16,029			1.0
Net loss	$	(888,749	)		(82.8	)	$	(1,420,056	)		(88.8	)

Revenues

For the nine months ended June 30, 2025 and 2024, revenues amounted to $1,073,606 and $1,598,728, respectively.

The following table presents revenues disaggregated by customer type for the nine months ended June 30, 2025 and 2024:

	Nine months ended June 30,
	2025		2024

Retail	$	252,367	$	983,694
Wholesale		-		2,164
Equipment-based service revenue		821,239		539,630
Technical service revenue		-		35,959
Commission revenue		-		2,948
Training revenue		-		34,337
Total	$	1,073,606	$	1,598,728

We recognize our revenue on a gross basis, net of sub-charges and value-added tax (“VAT”) on gross sales.

In addition to revenue from retail and wholesale sales, we have developed the following sources of revenue: (i) equipment-based service revenue, generated through providing cards for online medical consultation services and selling prepaid cards to our customers for use with card-operated health screening equipment located at the Kun Zhi Jian Customer Service Center; (ii) technical service revenue, generated through promoting vendors’ products or businesses on our online platform; (iii) commission revenue, generated through the Mini Program by selling health care instruments on behalf of third parties on a commission basis; and (iv) training revenue, generated through offering training programs provided by a local health care service team.

We recognize equipment-based service revenue upon the completion of medical consultation services and consuming the prepaid cards. We recognize technical service revenue upon the completion of promoting vendors’ products or businesses on our platform. We recognize commission revenue upon the completion of delivery of the sales order to the end customer. We recognize training revenue upon the completion of training sessions by our customers.

We generated $525,122, or 32.8%, lower revenue for the nine months ended June 30, 2025 compared to the same period in 2024 due to the substantially sharp decrease in retail. We had not revenue from technical service revenue, commission revenue, and training revenue, resulting from the termination of two subsidiaries’ businesses and related business streams suspended during the nine months ended June 30, 2025. However, our equipment-based service revenue increased as a result of market promotions on equipment-based services during the nine months ended June 30, 2025.

Cost of revenue

We disaggregated our cost of revenue for the nine months ended June 30, 2025 and 2024 as follows:

	Nine months ended June 30,
	2025		2024

Retail	$	39,995	$	249,007
Wholesale		-		1,150
Equipment-based service revenue		292,081		158,167
Technical service revenue		-		-
Commission revenue		-		-
Training revenue		-		20,323
Total	$	332,076	$	428,647

Our cost of revenue for the nine months ended June 30, 2025 was $332,076, a $96,571, or 22.5%, decrease over our cost of revenue for the nine months ended June 30, 2024 of $428,647. Our cost of revenue primarily consisted of the purchase of consumer health care and health related household products from our suppliers and payments related to maintaining health screening equipment. For the nine months ended June 30, 2024, we also had payments of training fees and related reimbursements to our third-party trainers; however, no such costs were incurred during the nine months ended June 30, 2025 due to the suspension of the related business. We made our retail product sales through our King Eagle Mall and our Kun Zhi Jian Mini Program. We also offered equipment-based services through the Kun Zhi Jian Mini Program. We pay an equipment-based service fee that includes a prepaid card activation fee and a technical support fee.

During the nine months ended June 30, 2025, our cost of revenue decreased in line with the decrease in revenue as a result of the termination of two subsidiaries’ businesses.

Gross profit

	Nine months ended June 30,
	2025		2024

Retail	$	212,372	$	734,687
Wholesale		-		1,010
Equipment-based service revenue		529,158		381,463
Technical service revenue		-		35,959
Commission revenue		-		2,948
Training revenue		-		14,014
Total	$	741,530	$	1,170,081

For the nine months ended June 30, 2025 and 2024, our overall gross profit and margin was $741,530, or 69.1%, and $1,170,081, or 73.2%, respectively.

For the nine months ended June 30, 2025 and 2024, the gross profit and margin for our retail business amounted to $212,372, or 84.2%, and $734,687, or 74.7%, respectively. The decrease in our gross profit and margin for our retail business for the nine months ended June 30, 2025 as compared to the same period in 2024 was primarily due to the termination of two subsidiaries’ businesses. For the nine months ended June 30, 2025 and 2024, the gross profit and margin for our equipment-based services business amounted to $529,158 or 64.4%, and $381,463, or 70.7%, respectively. The increase in our gross profit and margin for our equipment-based services business for the nine months ended June 30, 2025 as compared to the same period in 2024 was primarily due to promotions on our equipment-based services.

Operating Expenses

Our operating expenses consist of general and administrative expenses and selling expenses. For the nine months ended June 30, 2025 and 2024, our total operating expenses were $2,190,192 and $2,604,771, respectively. The decrease in operating expenses for the nine months ended June 30, 2025 compared to the same period in 2024 was primarily due to a decrease of $233,495 in general and administrative expenses and a decrease of $181,084 in selling expenses.

General and administrative expenses

General and administrative expenses for the nine months ended June 30, 2025 and 2024 were $1,196,450 and $1,429,945, respectively. The decrease in general and administrative expenses during the nine months ended June 30, 2025 by $233,495 was chiefly due to a decrease in office rent and building management of $100,759, a decrease in meals and entertainment of $121,014, and a decrease in travel, transportation, and gasoline of $41,636. These expenses declined as a result of the deregistration of two subsidiaries during the nine months ended June 30, 2025.

Our general and administrative expenses for the nine months ended June 30, 2025 and 2024 were comprised of the following:

	Nine Months Ended June 30,
	2025		2024
Employee compensation and benefits	$	482,682	$	460,704
Office rent and building management		160,349		261,108
Office supplies and meetings		8,155		26,465
Professional services fees		389,749		369,431
Travel, transportation, and gasoline		56,239		97,875
Meals and entertainment		21,626		142,640
Depreciation and amortization		50,296		51,349
Others		27,354		20,373
Total	$	1,196,450	$	1,429,945

Selling expenses

Our selling expenses for the nine months ended June 30, 2025 and 2024, were $993,742 and $1,174,826, respectively. The $181,084 decrease was primarily due to a decrease in service agent costs of $124,946 and a decrease in office supplies and meetings of $78,687, which were offset by an increase in depreciation and amortization of $16,900. Service agent costs and expenses for office supplies and meetings declined as a result of the deregistration of two subsidiaries, whereas we bought several pieces of health care equipment for promotional activities to develop our equipment-based business during the nine months ended June 30, 2025.

Our selling expenses included the following:

	Nine Months Ended June 30,
	2025		2024
Service agents	$	628,932	$	753,878
Employee compensation and benefits		213,058		206,892
Rental for sales stores		7,605		-
Office supplies and meetings		59,953		138,640
Travel, transportation, and gasoline		18,332		30,401
Meals and entertainment		2,757		5,724
Depreciation and amortization		50,414		33,514
Advertising		12,691		5,777
Total	$	993,742	$	1,174,826

Other income

Other income primarily consisted of bank interest income, share of profit from investment in associate, loss from investment, and foreign exchange gain or loss. Our other income for the nine months ended June 30, 2025 and 2024 was $559,913 and $30,663, respectively. We recognized a $147,579 gain on the disposal of a subsidiary, King Eagle (Hangzhou), a $23,504 loss from share of profit from investment in associate, King Eagle (Hangzhou), as well as $517,865 other income and $82,049 other expense by the liquidation of assets and liabilities during the deregistration process for two subsidiaries, King Eagle (Huai’an) and Kun Zhi Jian (Huai’an), for the nine months ended June 30, 2025.

Income tax expense

For the nine months ended June 30, 2025 and 2024, the income tax expense of the Company was $nil and $16,029, respectively. During the nine months ended June 30, 2024, Kun Zhi Jian (Huai’an) realized income of $64,116 and we recognized an income tax expense in accordance with the PRC’s statutory income tax rate of 25%.

Net loss

As a result of the factors discussed above, the Company posted net losses in the amount of $888,749 and $1,420,056 for the nine months ended June 30, 2025 and 2024, respectively.

Foreign currency translation adjustment

The functional currency of our operation in the PRC is the Chinese Yuan or Renminbi (“RMB”); for our operations in Hong Kong it is the Hong Kong dollar (“HKD”). Our financial statements are translated to U.S. dollars using the period end rates of exchange for assets and liabilities; equity is translated at historical exchange rates; and average rates of exchange (for the period) are used for revenues and expenses and cash flows. Transaction gains and/ or losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. As a result of foreign currency translation, which is a noncash adjustment, we reported a foreign currency translation loss of $137,303 for the nine months ended June 30, 2025 and foreign currency translation income of $25,449 for the same period in 2024.

Comprehensive loss

The Company recognized comprehensive losses in the amounts of $751,446 and $1,445,505 for the nine months ended June 30, 2025 and 2024, respectively.

Liquidity and capital resources

As of June 30, 2025 and September 30, 2024, we had cash and cash equivalents balances of $59,914 and $82,184, respectively.

For the nine months ended June 30, 2025, net cash provided by operating activities totaled $69,471. Operating cash inflow was mainly attributable to our net loss of $888,749 and a decline in amounts due to related parties of $2,438,891, offset by an increase in trade payables of $1,822,702 and an increase in other payables and accrual of $1,152,448.

For the nine months ended June 30, 2024, net cash used in operating activities totaled $206,462. Operating cash outflow was mainly attributable to our net loss of $1,420,056 and a decline in customer advances of $955,853, offset by a decrease in inventory of $93,253.

Net cash used in investing activities totaled $30,412 and was related to the purchase of property, plant, and equipment during the nine months ended June 30, 2025. There was no investing and financial activity during the nine months ended June 30, 2024.

Net cash used in financing activities totaled $58,730 and was related to the payment of finance lease liabilities of $157,187, offset by proceeds from bank borrowings of $98,457 during the nine months ended June 30, 2025. There was no financial activity during the nine months ended June 30, 2024.

For the nine months ended June 30, 2025, the effect of exchange rate change on cash totaled $2,599. The resulting change in cash for the period was a decrease of $22,270,

For the nine months ended June 30, 2024, the effect of exchange rate change on cash totaled $43,557. The resulting change in cash for the period was a decrease of $162,905.

The following table sets forth a summary of changes in our working capital as of June 30, 2025 and September 30, 2024:

	June 30, 2025			September 30, 2024

Current Assets	$	311,259		$	548,518
Current Liabilities		8,696,246			8,546,420
	$	(8,384,987	)	$	(7,997,902	)

We require cash of approximately $7.7 million within the next twelve months, primarily related to third-party vendor payables and related-party payables. As of June 30, 2025 and September 30, 2024, we had received customer advances in the amount of approximately $0.5 million and $0.6 million, respectively. We anticipate that the majority of the revenue will be recognized in fiscal year 2026. Management has agreed that the amount received is non-refundable. However, this term is not bound by any agreement. Therefore, the customers may have the right to challenge and demand the advances be refunded under relevant commercial laws or regulations.

In an effort to support and maintain our financial position and operations, to fulfill our contractual commitments, and to meet the demands from our customers for refunds of their advance payments, the Company has focused on increasing its revenue through its online platform. In November 2023, we launched the Kun Zhi Jian Mini Program and commenced exploring additional revenue streams. In the meantime, our directors and stakeholders continue to support our operation financially. We believe that such measures will improve our liquidity in the next twelve months. If we are not able to increase revenue or obtain any financing, we may be unable to continue as a going concern.

Going Concern Consideration

The financial statements included in this Quarterly Report have been prepared in conformity with accounting principles generally accepted in the United States of America which contemplate continuation of the Company as a going concern. The going-concern basis assumes that assets are realized and liabilities are extinguished in the ordinary course of business at amounts disclosed on the financial statements. The Company’s ability to continue as a going concern depends on the liquidation of its current assets. For the nine months ended June 30, 2025, the Company experienced cash inflows from operating activities of $69,471, incurred a net loss of $888,749, and had negative working capital of $8,384,987. These conditions raise substantial doubt about the ability of the Company to continue as a going concern.

The Company continues to monitor its operations to help improve its financial liquidity. Options under consideration in the review process include, but are not limited to, increase of sales through the Company’s online business, reduction of operating costs, fund advance from the Company’s stockholders and directors, or financing through the issuance of shares and bank loans. The Company has been focusing on increasing its revenue through its online platform and trimming its operating costs. For example, it explored additional revenue streams and reduced its service agent service fee. In order to continue as a going concern for the next 12 months, the Company continues to explore additional revenue streams, leverage the health care expertise and technology of local health care service providers, promote and sell preventive health care dietary supplements and products, and offer health care equipment-based services at the Kun Zhi Jian Customer Service Center. However, the Company cannot provide any assurance that it will be able to increase revenue, that it will be able to successfully implement its business plan, or that financing will be available to it on commercially acceptable terms, if at all. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. Our directors have indicated that they intend to continue to support the group by providing adequate financial assistance to enable the group to continue its business operations for the foreseeable future.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements, including arrangements that would affect our liquidity, capital resources, market risk support, credit risk support, or other benefits.

Contractual Obligations and Other Commitments

We had the following contractual obligations and commercial commitments as of June 30, 2025:

	Less Than 1 Year		1 to 3 Years		3 to 5 Years		More Than 5 Years		Total
Contractual Obligations:
Operating lease obligations	$	-	$	-	$	-	$	-	$	-
Finance lease obligations		116,377		-		-		-		116,377
Short-term borrowing		99,391		-		-		-		99,391
Purchase and service agreements		75,072		-		-		-		75,072

Total contractual obligations	$	290,840	$	-	$	-	$	-	$	290,840

Future Financings

We will continue to rely on loans from our directors and major shareholders in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of equity securities or arrange for debt or other financing to fund our operations and other activities, and if we do succeed in selling additional securities, there is no guarantee that existing shareholders will not be substantially diluted.

Critical Accounting Policies

We regularly evaluate the accounting policies and estimates that we use to make budgetary and financial statement assumptions. A complete summary of these policies is included in the notes to our financial statements. In general, management’s estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

See Note 2 to the financial statements included herewith and Note 2 to the financial statements in the Company’s Form 10-K for the fiscal year ended September 30, 2024 previously filed with the SEC.

Recent Accounting Pronouncements

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, we are not required to respond to this item.

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures.

We maintain “disclosure controls and procedures” as such term is defined in Rule 13a-15I under the Securities Exchange Act of 1934, as amended. In designing and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures 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. Based on their evaluation as of the end of the quarter ended June 30, 2025, our chief executive officer and our chief financial officer and principal accounting manager concluded that our disclosure controls and procedures were not effective such that the information relating to our Company required to be disclosed in our Securities and Exchange Commission reports (i) is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms; and (ii) is accumulated and communicated to our management, including our chief executive officer, to allow timely decisions regarding required disclosure as a result of the material weaknesses in our internal control over financial reporting due to the existence of the following material weaknesses:

●

A lack of sufficient and adequately trained internal accounting and finance personnel with appropriate understanding of U.S. GAAP and SEC reporting requirements;

	●	A lack of segregation of duties within significant accounts; and

	●	A lack of a functioning audit committee and a majority of outside directors on the Company’s board of directors.

Management’s Report on Internal Control over Financial Reporting

As of June 30, 2025, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in the 2013 updated Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. Based on that evaluation, management concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of U.S. GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that are considered to be material weaknesses as described above. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or quarterly financial statements will not be prevented or detected on a timely basis.

Notwithstanding the existence of these material weaknesses in our internal control over financial reporting, our management believes that the financial statements included in its reports fairly present in all material respects the Company’s financial condition, results of operations, and cash flows for the periods presented. We continue to evaluate the effectiveness of our internal controls and procedures on an on-going basis. We are currently hiring additional personnel in financial reporting and accounting, and we are providing training to newly hired personnel. In addition, once our cash position improves, we plan to hire an experienced controller and work to build an internal accounting team with sufficient in-house expertise in U.S. GAAP reporting. However, due to the limited cash flow we are currently having, we cannot assure you when we will be able to implement those remediation methods.

Because we are a smaller reporting company, this report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting.

(b) Changes in internal controls over financial reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) during the fiscal quarter ended June 30, 2025 covered by this report that has materially affected, or are reasonably likely to materially affect, our internal control over financial reporting other than the facts disclosed above.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry, or investigation before or by any court, public board, government agency, self-regulatory organization, or body pending or, to the knowledge of the executive officers of our Company, threatened against or affecting our Company or our common stock, in which an adverse decision could have a material adverse effect.

ITEM 1A. RISK FACTORS

As a smaller reporting company, we are not required to respond to this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

Exhibit Number		Description

31.1		Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act
31.2		Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act
32.1		Certification of Chief Executive Officer Under Section 1350 as Adopted Pursuant Section 906 of the Sarbanes-Oxley Act
32.2		Certification of Chief Financial Officer Under Section 1350 as Adopted Pursuant Section 906 of the Sarbanes-Oxley Act
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)

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.

	KUN PENG INTERNATIONAL LTD

Date: August 14, 2025	By:	/s/ Zhuang Richun
		Zhuang Richun, President

Date: August 14, 2025	By:	/s/ Zhang Yuanyuan
		Zhang Yuanyuan , Chief Financial Officer

Kun Peng International Ltd. 10-Q