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~~September 30, 2025

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

For the transition period from ~~______~~_________ to ~~_______~~________

Commission File No. 333-277004

Kioni Holdings Limited

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

8741

(Primary Standard Industrial Classification Code Number)

30-1441048

(IRS Employer Identification No.)

114 Lavender Street, #08-72 CT Hub 2

Singapore 338729

Tel: (617) 313-3243

(Address and telephone number of registrant's principal executive offices)

Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 to Section 7(a)(2)(B) of the Securities Act: ☐

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

Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years. N/A

Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐

Applicable Only to Corporate Registrants

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:

Class	Outstanding as of ~~June~~September 30, 2025
Common Stock, $0.0001	1,000,000

KIONI HOLDINGS LIMITED

PART I FINANCIAL INFORMATION
Item 1	Consolidated Financial Statements (Unaudited)	3
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3	Quantitative and Qualitative Disclosures About Market Risk	12
Item 4	Controls and Procedures	12

PART II OTHER INFORMATION
Item 1	Legal Proceedings	13
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 3	Defaults Upon Senior Securities	13
Item 4	Mine Safety Disclosures	13
Item 5	Other Information	13
Item 6	Exhibits	14
	Signatures	15

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PART I. CONSOLIDATED FINANCIAL INFORMATION

Item 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

KIONI HOLDINGS LIMITED

Consolidated Statements of Financial Position

(in United States dollars)

	JUNE 30, 2025 (UNAUDITED)	DECEMBER 31, 2024 (AUDITED)
	SEPTEMBER 30, 2025 (UNAUDITED)	DECEMBER 31, 2024 (AUDITED)
	US$	US$
ASSETS
Current assets
Cash and cash equivalents	15,~~331~~233	1,621
Trade receivables	95119,~~267~~122	29,800
Other receivables	-	54,884
Deposit	1,000	1,000
Total current assets	97125,~~598~~355	87,305
NON-CURRENT ASSETS
Website development	5,700	5,700
Total assets	~~103~~131,~~298~~055	93,005
LIABILITIES AND STOCKHOLDERS’S EQUITY
Current liabilities
Accounts payables and accruals	5876,~~723~~002	71,626
Receipt in advance	16,370	16,370
Total current liabilities	7592,~~093~~372	87,996
STOCKHOLDER’S EQUITY
Common stock, authorised 1,000,000 shares at $0.0001 par value per share; issued 1,000,000 shares (December 31, 2024: 1,000,000 shares) at $0.0001 par value per share	12	12
Additional paid-in capital	113,988	113,988
Accumulated deficits	(8575,~~795~~317)	(108,991)
Total equity	2838,~~205~~683	5,009
Total Equity and Liabilities	~~103~~131,~~298~~055	93,005

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

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KIONI HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in United States dollars, except number of shares)

	THREE MONTHS ENDED JUNE 30,		SIX MONTHS ENDED JUNE 30,
	THREE MONTHS ENDED SEPTEMBER 30,		NINE MONTHS ENDED SEPTEMBER 30,
	2025	2024	2025	2024
	US$	US$	US$	US$
REVENUES	3437,~~313~~042	136,~~500~~000	71108,~~946~~988	2733,000
Cost of revenues	-7,706	(3,600)	-7,706	(710,~~200)~~800
	34,313	9,900	71,946	19,800
	29,336	2,400	101,282	22,200
OPERATING EXPENSES
General and administrative expenses	~~(25~~18,~~034)~~858	799,~~905~~606	~~(48~~67,~~750)~~606	(7107,~~859)~~465
TOTAL OPERATING EXPENSES	918,~~279~~858	1799,~~805~~606	2367,~~196~~606	(7107,~~859)~~465
NET PROFIT FROM OPERATIONS	9,279	17,805	23,196	11,941
NET PROFIT/ (LOSS) FROM OPERATIONS	10,478	(97,206)	33,674	(85,265)
PROVISION FOR INCOME TAXES	-	-	-	-
NET PROFIT	9,279	17,805	23,196	11,941
NET PROFIT/ (LOSS)	10,478	(97,206)	33,674	(85,265)
Net profit per share:
Net profit/ (loss) per share:
Basic and Diluted	0.01	(0.3315)	0.0203	(0.2313)
Weighted Average Number of Shares Outstanding:
Basic and Diluted	1,000,000	52643,~~473~~598	1,000,000	52643,~~473~~598

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

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KIONI HOLDINGS LIMITED

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (UNAUDITED)

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2025

(in United States dollars)

	Number of Common Shares	Share Capital Amount	Additional Paid-In Capital	Accumulated Deficits	Total
	Number of Common Shares*	Share Capital Amount	Additional Paid-In Capital	Accumulated Deficits	Total
	US$	US$	US$	US$	US$
Balance, December 31, 2024	1,000,000	12	113,988	(108,991)	5,009
Net profit for the period	-	-	-	13,917	13,917
Balance as of March 31, 2025	1,000,000	12	113,988	(95,074)	18,926
Net profit for the period	-	-	-	9,279	9,279
Balance as of June 30, 2025	1,000,000	12	113,988	(85,795)	28,205
Balance, December 31, 2023	10,000	1	1,999	(12,950)	(10,950)
Net profit for the period	-	-	-	10,478	10,478
Net profit for the period	-	-	-	(5,864)	(5,864)
Balance as of September 30, 2025	1,000,000	12	113,988	75,317	38,683
Shares issued for cash	50,000	5	9,995	-	10,000
Balance, December 31, 2023	90,000	1	1,999	(12,950)	(10,950)
Balance as of March 31, 2024	60,000	6	11,994	(18,814)	(6,814)
Net loss for the period	-	-	-	(5,864)	(5,864)
Net profit for the period	35,195	4	70,386	17,805	88,195
Shares issued for cash	450,000	5	9,995	-	10,000
Balance as of June 30, 2024	95,195	10	82,380	(1,009	81,381
Balance as of March 31, 2024	540,000	6	11,994	(18,814)	(6,814)
Net profit for the period	316,755	4	70,386	17,805	88,195
Balance as of June 30, 2024	856,755	10	82,380	(1,009)	81,381
Net loss for the period	-	-	-	(97,206)	(97,206)
Shares issued for cash	143,245	2	31,608	-	31,610
Balance as of September 30, 2024	1,000,000	12	113,988	(98,215)	15,785

Retrospectively restated for share split by 9 times with effective date of September 3, 2024.

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

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KIONI HOLDINGS LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in United States dollars)

For the Six months Ended June 30	2025	2024
For the Nine Months Ended September 30	2025	2024
	US$	US$
CASH FLOWS FROM OPERATING ACTIVITIES
Net profit	23,196	11,941
Net profit/ (loss)	33,674	(85,265)
Gain on acquisition	-	(23,590)
Changes in working capital:
Increase in accounts trade receivables	(65,467)	(39,737)
Increase in trade receivables	(89,322)	(20,400)
Decrease in other receivables	54,884	-
Decrease/ (increase) in other receivables	54,884	(44,179)
Increase in accounts payables and accruals	(12,903)	(19,004)
Increase in deposit	-	(1,000)
Increase in accounts payables and accruals	4,376	13,556
Decrease in subscription deposits payables	-	(10,000)
Net cash flows used in operating activities	(290)	(80,390)
Net cash flows provided by/ (used in) operating activities	3,612	(170,878)
CASH FLOWS FROM INVESTING ACTIVITIES
Cash acquired on acquisition of subsidiaries	-	67,484
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock	-	80112,~~390~~000
Net (decrease)/ increase in cash and equivalents	(290)	67,484
Net increase in cash and equivalents	3,612	8,606
Cash and equivalents at beginning of the period	1,621	1,250
Cash and equivalents at end of the period	15,~~331~~233	689,~~734~~856
Supplemental cash flow information:
Cash paid for:
Interest	-	-
Taxes	-	-

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

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KIONI HOLDINGS LIMITED

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2025

NOTE 1 – - ORGANIZATION AND BUSINESS

Kioni Holdings Limited (the “Company”) is a corporation established under the corporation laws in the State of Delaware on November 28, 2023. The Company is engaged in the business of providing consulting and back-office support to companies. Kioni offers progressive and complete solutions for our customer's back office and administration needs. These services include accounting and bookkeeping, human resources, digital marketing and sales, IT support and general business consulting.

The Company has adopted December 31 fiscal year end.

The Company and its wholly owned subsidiary- Gold Times Holdings Limited, which was acquired on June 19, 2024, are referred to as the “Group”.

NOTE 2 – - GOING CONCERN

The Group’s consolidated financial statements as of ~~June~~September 30, 2025 been prepared using generally accepted accounting principles in the United States of America applicable to a ~~going~~ going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Group has not yet established a consistent ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Group had accumulated loss of $8575,~~795~~317 for the period ended ~~June~~September 30, 2025. These factors among others raise substantial doubt about the ability of the Group to continue as a going concern.

In order to continue as a going concern, the Group will need, among other things, additional capital resources. Management’s plan is to seek additional debt financing. However, management cannot provide any assurances that the Group will be successful in accomplishing any of its plans to raise the addition debt financing required for its operations. These consolidated financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Group be unable to continue as a going concern.

NOTE 3 – - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The results for the ~~six~~nine months ended ~~June~~September 30, ~~2025~~ 2025 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10K for the period ended December 31, 2024 filed with the Securities and Exchange Commission.

The accompanying condensed financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at ~~June~~September 30, 2025 and for the related periods presented.

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. Company’ functional and operational currency is US Dollar.

Subsidiaries

Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity where the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are deconsolidated from the date that control ceases.

The acquisition method of accounting is used to account for business combinations by the group (see note Business Combinations).

Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

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Equity method

Under the equity method of accounting, the investments are initially recognised at cost and adjusted thereafter to recognise the Group’s share of the post-acquisition profits or losses of the investee in profit or loss, and the Group’s share of movements in other comprehensive income of the investee in other comprehensive income. Dividends received or receivable from associates and joint ventures are recognised as a reduction in the carrying amount of the investment.

Where the Group’s share of losses in an equity-accounted investment equals or exceeds its interest in the entity, including any other unsecured long-term receivables, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the other entity.

Unrealised gains on transactions between the Group and its associates and joint ventures are eliminated to the extent of the Group’s interest in these entities. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of equity-accounted investees have been changed where necessary to ensure consistency with the policies adopted by the Group.

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Business Combinations

Goodwill is stated after separate recognition of identifiable intangible assets. It is calculated as the excess of the sum of: (a) fair value of consideration transferred, (b) the recognized amount of any non-controlling interest in the acquiree, and (c) acquisition-date fair value of any existing equity interest in the acquiree, over the acquisition-date fair values of identifiable net assets.

Any contingent consideration to be transferred by the acquirer is recognized at acquisition-date fair value. Subsequent adjustments to consideration are recognized against goodwill only to the extent that they arise from new information obtained within the measurement period (a maximum of 12 months from the acquisition date) about the fair value at the acquisition date. All other subsequent adjustments to contingent consideration classified as an asset or a liability are recognized in the consolidated statement of profit or loss.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.

Stock-Based Compensation

As of ~~June~~September 30, 2025, the Company has not issued ~~any~~ any stock-based payments to its employees.

Stock-based compensation is accounted for at fair value in accordance with ASC 718, when applicable. To date, the Company has not adopted a stock option plan and has not granted any stock options.

Use of Estimates

Preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions.

Income Taxes

The Company follows the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are recognized for the estimated tax consequences attributable to differences between the financial statement carrying values and their respective income tax basis (temporary differences). The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The Company utilizes the Financial Accounting Standards Board's Accounting Standards Codification Topic 740 related to Income Taxes to account for the uncertainty in income taxes. Topic 740 for Income Taxes clarifies the accounting for uncertainty in income taxes by prescribing rules for recognition, measurement and classification in financial statements of tax positions taken or expected to be in a tax return. Further, it prescribes a two-step process for the financial statement measurement and recognition of a tax position. The first step involves the determination of whether it is more likely than not (greater than 50 percent likelihood) that a tax position will be sustained upon examination, based on the technical merits of the position. The second step requires that any tax position that meets the more likely than not recognition threshold be measured and recognized in the financial statements at the largest amount of benefit that is a greater than 50 percent likelihood of being realized upon ultimate settlement. This topic also provides guidance on the accounting for related interest and penalties, financial statement classification and disclosure. The Company's policy is that any interest or penalties related to uncertain tax positions are recognized in income tax expense when incurred. The Company has no uncertain tax positions or related interest or penalties requiring accrual at ~~June~~September 30, 2025.

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New Accounting Pronouncements

There were various accounting standards and interpretations issued recently, none of which are expected to a have a material impact on our financial position, operations or cash flows.

Fair Value of Financial Instruments

ASC 825, “Disclosures about Fair Value of Financial Instruments”, requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of ~~June~~September 30, 2025.

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The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include cash and related party loan payable. Fair values were assumed to approximate carrying values for these financial instruments since they are short term in nature and their carrying amounts approximate fair value.

Basic and Diluted Loss Per Share

The Company computes earnings (loss) per share in accordance with ASC 260-10-45 “Earnings per Share”, which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic earnings (loss) per share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of outstanding common shares during the period. Diluted earnings (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive earnings (loss) per share excludes all potential common shares if their effect is anti-dilutive. The Company has no potential dilutive instruments, and therefore, basic and diluted earnings (loss) per share are equal.

NOTE 4 –- CAPITAL STOCK

The Company has 1,000,000 shares of common stock authorized with a par value of $0.0001 per share.

As of ~~June~~September 30, 2025, the Company had 1,000,000 shares issued and outstanding.

NOTE 5 –- RELATED PARTY TRANSACTIONS

In support of the Group’s efforts and cash requirements, it may rely on advances from related parties until such time that the Group can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors, or shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities. The advances are considered temporary in nature and have not been formalized by a promissory note.

NOTE 6. - SUBSEQUENT EVENTS

The Group has evaluated and determined that there are no subsequent events from ~~June~~September 30, 2025 to the date the consolidated financial statements were issued.

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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

FORWARD LOOKING STATEMENTS

Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

DESCRIPTION OF OUR BUSINESS

Kioni Holdings Limited was incorporated in the State of Delaware on November 28, 2023 and established a fiscal year end of December 31. We have limited revenues, have minimal assets and have incurred losses since inception. Our business is to provide back-office support to companies. We offer progressive and complete solutions for our customer's back office and administration needs. These services include accounting and bookkeeping, human resources, digital marketing and sales, IT support and general business consulting.

RESULTS OF OPERATION

As of ~~June~~September 30, 2025, we had deficit of $8575,~~795~~317. ~~Our~~ Our financial statements have been prepared assuming that we will continue as a going concern. We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

~~Six~~Nine-Month Period Ended ~~June~~September 30, 2025

Revenue

	THREE MONTHS ENDED JUNE 30,		SIX MONTHS ENDED JUNE 30,
	THREE MONTHS ENDED SEPTEMBER 30,		NINE MONTHS ENDED SEPTEMBER 30,
	2025	2024	2025	2024
	US$	US$	US$	US$
Business advisory services	1922,~~313~~042	~~13,500~~-	3860,~~590~~631	~~27,000~~-
Bookkeeping and IT services	15,000	-6,000	3247,~~593~~594	-33,000
Sundry income	-	-	763	-
	34,313	13,500	71,946	27,000
	37,042	6,000	108,988	33,000

Cost of Revenue

During the ~~six-~~nine month period ended ~~June~~September 30, 2025, ~~the~~ the Company recorded cost of revenue of $~~nil~~7,706 (2024: $710,~~200~~800) for the provision of bookkeeping and IT services.

Operating Expenses

During the ~~six-~~nine month period ended ~~June~~September 30, 2025, we we incurred total expenses and professional fees of $4867,~~750~~606 (2024: $7107,~~859~~465). General and administrative and professional fee expenses ~~incurred~~ incurred generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting.

Net profit/ (loss)

Our net profit for the ~~six-~~nine month period ended ~~June~~September 30, 2025 was 2333,~~196~~676 (2024: loss $1185,~~941~~265).

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LIQUIDITY AND CAPITAL RESOURCES

As at ~~June~~September 30, 2025 our total assets were $~~103~~131,~~298~~055 compared to $93,005 at December 31, 2024. As at ~~June~~September 30, 2025 our current liabilities were $7592,~~093~~372 compared to $87,996 in current ~~liabilities~~ liabilities as at December 31, 2024.

Stockholders’ ~~deficits~~Equity was $2838,~~205~~683 as of ~~June~~September 30, 2025 compared to stockholders’ ~~deficits~~equity of $5,009 as of December 31, 2024.

Cash Flows from Operating Activities

~~For~~Net ~~the~~cash ~~six-month~~flows ~~period~~from ~~ended~~operating ~~June~~activities 30increased from loss $170,878 ~~2025~~on September 30, ~~net~~2024 ~~cash flows~~to ~~used~~positive in$3,612 ~~operating~~on ~~activities~~September ~~was~~30, ~~$290~~2025 mainly offrom net profit ~~and~~despite ~~the~~increase ~~decrease~~ in current assets.

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PLAN OF OPERATION AND FUNDING

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

Existing working capital, further advances and debt instruments, sale of our shares, and anticipated cash flow are expected to be adequate to fund our operations over the next twelve months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) developmental expenses associated with a newly established business; and (ii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

GOING CONCERN

The independent auditors' report accompanying our ~~June~~September 30, 2025 consolidated financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The consolidated financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

Item 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Our principal executive officer and principal financial and accounting officer have reviewed the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13(a)-15(e) and 15(d)-15(e)) within the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our management concluded that as a result of material weaknesses related to lack of segregation of duties and multiple levels of review over the financial reporting process, our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

Changes in Internal Controls over Financial Reporting

There have been no changes in the Company's internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

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

No unregistered sales of equity securities and use of proceeds during the ~~six-~~nine month period ended ~~June~~September 30, 2025.

Item 3. DEFAULTS UPON SENIOR SECURITIES

No senior securities were issued and outstanding during the ~~six-~~nine month period ended ~~June~~September 30, 2025.

Item 4. MINE SAFETY DISCLOSURES

Not applicable to our Company.

Item 5. OTHER INFORMATION

None.

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Item 6. EXHIBITS

Exhibits:

31.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)

32.1		Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002

101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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 Labels Linkbase Document.

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	KIONI HOLDINGS LIMITED
Dated: July 31, 2025	By:	/s/ Elvis Diao
Dated: November 6, 2025	By:	/s/ Elvis Diao
		Elvis Diao, President and Chief Executive Officer and Chief Financial Officer

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