UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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the fiscal year ended
OR
For the transition period from_________to_________
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(Exact name of registrant as specified in its charter)
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Securities registered pursuant to section 12(g) of the Act:
Common Stock, $0.0001 par value per share
(Title of class)
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Yes
☐
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by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
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There
is
As of December 23, 2024, there were shares of Common Stock, $ par value per share, outstanding.
DFP HOLDINGS LIMITED
FORM 10-K
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2024
INDEX
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K of DFP Holdings Limited, a Nevada corporation (the “Company”), contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results.
Our management has included projections and estimates in this Form 10-K, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions, and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward - looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
| 1 |
PART I
ITEM 1. BUSINESS
CORPORATE HISTORY
DFP Holdings Limited, a Nevada corporation (the “Company”), was incorporated in the State of Nevada on December 8, 2021.
On December 8, 2021, Mr. Hsu Shou Hung (“Mr. Hsu”), a founder of the Company, was appointed as Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and sole director of the Company. Currently, Mr. Hsu is our sole officer and director.
On March 8, 2022, the Company’s wholly owned subsidiary, DFP Holdings Limited, was formed in Seychelles (the “Seychelles Company”). The Seychelles Company is structured as an intermediate holding company for tax purposes, and operates business through its wholly owned subsidiary, DFP Holdings Limited, a company incorporated in Taiwan (the “Taiwan Company”).
On May 24, 2022, the Company acquired 100% of Tide Holdings Limited, a company incorporated in Seychelles (“TIDE”) from Mr. Hsu for $1.
As of September 30, 2024, Mr. Hsu collectively owns 96,260,000 shares of restricted Common Stock and is a 44.4% shareholder of the Company.
DESCRIPTION OF BUSINESS
We are an emerging educational service company with principal business operations in Taiwan. We offer both online and offline educational services from a wide array of programs and courses centered on business development and management training and self-media production to our learners. Relevant information is available on our website at https://dfpschool.qdm.tw/
We offer various membership tiers to suit our members’ diverse needs and provide a platform for our members to exchange their business information, to host or attend meetings or events and hence to facilitate business opportunities.
REVENUE MODEL
We provide both traditional face to face and online learning types and currently we provide two principal streams of studies including self-media production and business development to the learners in Taiwan, respectively.
The following table provides information about disaggregated revenue based on revenue by service lines:
| Year ended September 30, 2024 | Year ended September 30, 2023 | |||||||||||||||||||||||||
| Type of learning | Studies or membership | Number of Participants | Revenue | Number of Participants | Revenue | |||||||||||||||||||||
| $ | % | $ | % | |||||||||||||||||||||||
| Offline face to face: | ||||||||||||||||||||||||||
| Self-media production (1) | 835 | $ | 615,387 | 41.49 | 595 | $ | 239,795 | 19.72 | ||||||||||||||||||
| Business development (2) | 504 | 632,069 | 42.61 | 231 | 630,234 | 51.82 | ||||||||||||||||||||
| BAS commercial membership (3)(iii) | 78 | 47,288 | 3.19 | 32 | 23,028 | 1.89 | ||||||||||||||||||||
| Online: | ||||||||||||||||||||||||||
| Self-media production (1) | 223 | 183,392 | 12.37 | 552 | 318,840 | 26.22 | ||||||||||||||||||||
| Subscribed membership (3)(ii) | 306 | 5,091 | 0.34 | 204 | 4,233 | 0.35 | ||||||||||||||||||||
| Total | 1,946 | $ | 1,483,227 | 100.00 | % | 1,614 | $ | 1,216,130 | 100.00 | % | ||||||||||||||||
| 2 |
| 1. | Self-media production study |
Our self-media production study aims to teach those entrepreneurs who are interested in promoting their businesses or products through either traditional media or social media. This study covers separate courses with different topics including drafting and editing the promotion contents, presentation skills, filming, recording or live recording, and video submission. We also teach individuals or corporations how to operate social media platforms to gain traffic, to increase followers, and hence increase the sales of their products or services.
For the year ended September 30, 2024, the offline face to face self-media production study attracted 835 person-times participating and generated revenue of $615,387, approximately 42% of the total revenue.
For the year ended September 30, 2024, the online self-media production study attracted 223 person-times participating and generated revenue of $183,392 approximately 12% of the total revenue.
| 2. | Business development study |
In relation of the business development study for entrepreneurs, we offer different topics and various duration face to face programs or courses. The subjects or theme of classes include but are not limited to business operations, sales and marketing, leadership and management skills, brand building and analysis, public speaking, capital raising, and business and strategic planning.
For the year ended September 30, 2024, the offline face to face business development study attracted 504 person-times participating and generated revenue of $632,069, approximately 43% of the total revenue.
| 3. | Membership |
Potential members may select from the following membership plans which provide a series of services:
| i. | Free members: Members at the free level can enjoy free and unlimited views of around 200 videos pertaining to branding analysis. | |
| ii. | Subscribed members: Members who subscribe to this level can have access to unlimited viewing of around 500 advanced branding analysis videos and several related short videos. This also includes the services available to a free member. Members at this tier are estimated to pay an annual fee of approximately $50. | |
| iii. | BAS commercial members: Membership at this level is tailor made for entrepreneurs. In addition to the perks of a free and subscribed member, BAS commercial members are also provided with client weekly commercial meetings (including online and offline) to increase their entrepreneurial opportunities with other professional parties. We also provide business model analysis and sales strategies for their own business development. Finally, we organize training programs for our clients at the BAS commercial member level to improve their business operations and skills. Members at this tier are estimated to pay a registration fee of approximately $167 and an annual fee of approximately $667. |
For the year ended September 30, 2024, 306 person-times subscribed to be the subscribed members and generated membership fees of $5,091 to the Company.
For the year ended September 30, 2024, 78 person-times joined the BAS commercial membership and generated membership fees of $47,288 to the Company, approximately 3% of the total revenue.
| 3 |
ITEM 1A. RISK FACTORS
Not required by smaller reporting companies. We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None
ITEM 1C. CYBERSECURITY
Our organization prioritizes cybersecurity risk management, with leadership actively assessing and overseeing these risks. Our internal protocols require that significant cybersecurity risks be escalated to executive leadership, as well as to relevant management responsible for preventing, detecting, mitigating, and addressing cybersecurity incidents. These protocols ensure consistent and effective incident response, setting standards for internal notification and escalation. Additionally, they outline guidelines for external notifications, including disclosures to state or federal agencies or affected customers in the event of a cybersecurity incident. This structured framework supports our commitment to strong cybersecurity governance and risk management practices.
As of September 30, 2024, the Company has not identified any cybersecurity threats, including previous incidents, that have materially impacted our business strategy, results of operations, or financial condition. This assertion signifies our diligent efforts in managing and mitigating cybersecurity risks, contributing to the stability and continuity of our operations.
ITEM 2. PROPERTIES
We currently lease two office spaces from an external party. The first office is located at 1F, No. 24, Lane 50, Section 3, Nangang Road, Nangang District, Taipei City, Taiwan, with an area of 353 square feet. The second office, situated nearby, is at 1F, No. 22, Lane 50, Section 3, Nangang Road, Nangang District, Taipei City, and has a total area of 327 square feet.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any threatened or pending legal proceedings.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
We have authorized capital stock consisting of 600,000,000 shares of Common Stock, $0.0001 par value per share (“Common Stock”) and 200,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred Stock”). As of September 30, 2024, 216,779,700 shares of our Common Stock were issued.
On September 8, 2023, we received a notice of effectiveness from SEC. Since the effectiveness, we have received a ticker symbol “DFPH” and our shares of Common Stock have not been quoted on OTC Markets.
ISSUANCE OF SHARES AND HOLDERS
As of September 30, 2024, we had 216,779,700 shares of our Common Stock, par value $0.0001 issued and outstanding. There were 220 beneficial owners of our Common Stock.
Our Chief Executive Officer, Chief Financial Officer and sole director, Mr. Hsu Shou Hung (“Mr. Hsu”), collectively with his exclusively owned company, Terra Wave Holdings Limited (“TERRA”), holds 96,260,000 shares or 44.4% of the outstanding shares of our Common Stock, comprised of his individual ownership of Common Stock of 86,260,000 shares, as well as 10,000,000 shares held by TERRA.
Between November 1, 2023, to March 5, 2024, the Company sold 2,924,200 shares of unrestricted Common Stock to seventy-seven (77) individuals in a private placement at a price of $0.50 per share, for total proceeds of $1,462,100.
As of the date of this filing, we have 216,779,700 shares of Common Stock issued and outstanding and no shares of Preferred Stock are issued and outstanding.
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TRANSFER AGENT AND REGISTRAR
As of the date of this filing, we have engaged Vstock Transfer, LLC as our Company transfer agent.
PENNY STOCK REGULATIONS
The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share. Our Common Stock, when and if a trading market develops, may fall within the definition of penny stock and be subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets more than $1,000,000, or annual incomes exceeding $200,000 individually, or $300,000, together with their spouse).
For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser’s prior written consent to the transaction. Additionally, for any transaction, other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the Securities and Exchange Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the “penny stock” rules may restrict the ability of broker-dealers to sell our Common Stock and may affect the ability of investors to sell their Common Stock in the secondary market.
In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our Common Stock, which may limit the investors’ ability to buy and sell our stock.
DIVIDEND POLICY
Any future determination as to the declaration and payment of dividends on shares of our Common Stock will be made at the discretion of our Board of Directors out of funds legally available for such purpose. We are under no contractual obligations or restrictions to declare or pay dividends on our shares of Common Stock. In addition, we currently have no plans to pay such dividends. Our Board of Directors currently intends to retain all earnings for use in the business for the foreseeable future.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
We have not established any compensation plans under which equity securities are authorized for issuance.
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RECENT SALES OF UNREGISTERED SECURITIES
Between November 1, 2023, to March 5, 2024, the Company sold 2,924,200 shares of unrestricted Common Stock to seventy-seven (77) individuals in a private placement at a price of $0.50 per share, for total proceeds of $1,462,100.
Set forth below is a listing of the sale of shares of unrestricted Common Stock between November 1, 2023 to March 5, 2024:
| Name | Number of Shares | |||
| Lin Yueh Feng | 60,000 | |||
| Hsu Tsui Lien | 60,000 | |||
| Chou Yu Ju | 60,000 | |||
| Chen Pei Ru | 60,000 | |||
| Lu Po Wei | 40,000 | |||
| Lim Yee Ching | 6,000 | |||
| Liu Chia Ling | 60,000 | |||
| Lee Shih Pin | 60,000 | |||
| Chen Yu Ching | 40,000 | |||
| Chang Che Chih | 40,000 | |||
| Lai Tung Ning | 60,000 | |||
| Chen Jie Yu | 60,000 | |||
| Lee Huai Ku | 40,000 | |||
| Chang Po Hsuan | 20,000 | |||
| Yang Ke Yu | 80,000 | |||
| Lin Yi Ying | 90,000 | |||
| Chen Yung Sheng | 40,000 | |||
| Liu Jui Hsin | 40,000 | |||
| Chan Chih Chieh | 80,000 | |||
| Digital Content Culture Sdn. Bhd. | 22,000 | |||
| Yang Hsin Hua | 20,000 | |||
| Yang Hui Chun | 30,000 | |||
| Lin Fang Yu | 80,000 | |||
| Chen Yu Huei | 40,000 | |||
| Hsieh Meng Hua | 30,000 | |||
| Lai Nyok Pek | 4,400 | |||
| Huang Wei Chin | 60,000 | |||
| Chen Hsi Chen | 60,000 | |||
| Tsan Jui Chin | 30,000 | |||
| Liu Chun O | 15,000 | |||
| Chen Chun Chieh | 20,000 | |||
| Chen Hsiao Wei | 60,000 | |||
| Hung Yuan Hung | 60,000 | |||
| Chang Kai Chia | 70,000 | |||
| Wu Yu Ti | 30,000 | |||
| Yang Hui Chao | 30,000 | |||
| Liao Yu Chen | 30,000 | |||
| Lu Shu Ju | 60,000 | |||
| Lin Xuan Zhen | 30,000 | |||
| Hu Shu Ning | 30,000 | |||
| Lai Wen Hui | 30,000 | |||
| Chiu Shih Jung | 30,000 | |||
| Fang Yun Hsuan | 60,000 | |||
| Hsiang Ming Hung | 22,000 | |||
| Liao Bo Cheng | 30,000 | |||
| How Sok Sin | 4,400 | |||
| Lin Geng Ru | 16,000 | |||
| Yi Jen Yu | 80,000 | |||
| Chang Chun Kai | 40,000 | |||
| Chiu Huai Yi | 30,000 | |||
| Chang Shu Ting | 30,000 | |||
| Gao Wei Qing | 30,000 | |||
| Chang Te Yi | 30,000 | |||
| Kao Hao Shen | 60,000 | |||
| Shao Hui Ling | 60,000 | |||
| Hsu Shu Yuak | 30,000 | |||
| Cheng Cheng Han | 12,000 | |||
| Chien Fu Ching | 30,000 | |||
| Lin Hui Ru | 60,000 | |||
| Chen Pin Chen | 30,000 | |||
| Ho Yu Ling | 30,000 | |||
| Hsu Kai Chia | 30,000 | |||
| Hsu Chen Yu | 30,000 | |||
| Huang Pi Wen | 20,000 | |||
| Zhang Han Sheng | 30,000 | |||
| Hsu Yan Ling | 30,000 | |||
| Liao Ling Hsin | 40,000 | |||
| Liao Kuo Yu | 40,000 | |||
| Ho Hung Ying | 40,000 | |||
| Yeh Yin Hsuan | 30,000 | |||
| Tan Wy Yee | 22,000 | |||
| Ng Sae Lim | 22,000 | |||
| Cindy Chan Yin Wan | 22,000 | |||
| Lau Yoke Chan | 4,000 | |||
| Lee Phay Ying | 4,000 | |||
| Jazamine Foo Lee Wei | 4,000 | |||
| Lai Chin Hong | 4,400 | |||
| Total | 2,924,200 | |||
PURCHASES OF EQUITY SECURITIES BY THE REGISTRANT AND AFFILIATED PURCHASERS
We have not repurchased any shares of our Common Stock during the fiscal year ended September 30, 2024.
ITEM 6. [RESERVED]
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
DFP Holdings Limited (the “Company” or “we”) was incorporated in the State of Nevada on December 8, 2021, and has a fiscal year end of September 30.
GOING CONCERN
For the year ended September 30, 2024, the Company incurred a net loss of $334,397 and used cash in operations of $235,188. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that its financial statements are issued. In addition, the Company’s independent registered public accounting firm, in their report on the Company’s September 30, 2024, audited financial statements, raised substantial doubt about the Company’s ability to continue as a going concern. The Company’s financial statements included elsewhere in this annual report do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
Management estimates that the current funds on hand will be sufficient to continue operations through the next six months. The Company’s ability to continue as a going concern is dependent upon its ability to continue to implement its business plan to increase its customer base and realize increased revenues. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting year. Actual results could differ from those estimates. Significant estimates include estimates for assumptions used in impairment testing of long-term assets and the accrual of potential liabilities.
REVENUE RECOGNITION
The Company recognizes revenue in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers, following the five-step model prescribed by ASC 606, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.
The Company’s revenue consists of revenue from delivering online and in-person media and leadership training courses. Revenue is recognized in the period in which the services are delivered, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The Company recognizes revenue from subscription services ratably over the subscription period. The Company recognizes deferred revenue at each period end for contracts that have been paid but which the related service has not been performed or delivered. The Company offers no discounts, rebates, rights of return, or other allowances to clients which would result in the establishment of reserves against service revenue.
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RECENT ACCOUNTING PRONOUNCEMENTS
See Note 1 to the Consolidated Financial Statements.
RESULTS OF OPERATIONS
2024:
For the year ended September 30, 2024, we generated revenue of $1,483,227.
For the year ended September 30, 2024, operating expenses were $1,796,758, including instructional costs and services of $538,674, general and administrative expenses of $1,196,102, and general and administrative expenses to related party of $61,982 respectively.
For the year ended September 30, 2024, the Company has incurred a net loss of $334,397.
2023:
For the year ended September 30, 2023, we generated revenue of $1,216,130.
For the year ended September 30, 2023, operating expenses were $1,910,632, including instructional costs and services of $333,409, general and administrative expenses of $765,209, general and administrative expenses to related party of $362,014 and impairment of prepaid application development fee to related party of $450,000, respectively.
For the year ended September 30, 2023, the Company has incurred a net loss of $714,332.
Liquidity and Capital Resources
For the year ended September 30, 2024, the Company incurred a net loss of $334,397 and used cash in operations of $235,188. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that its financial statements are issued. In addition, the Company’s independent registered public accounting firm, in their report on the Company’s September 30, 2024, audited financial statements, raised substantial doubt about the Company’s ability to continue as a going concern. The Company’s financial statements included elsewhere in this annual report do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
The Company’s ability to continue as a going concern is dependent upon its ability to continue to implement its business plan to increase its customer base and realize increased revenues. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.
Cash Used in Operating Activities
Net cash used in operating activities was $235,188 for the year ended September 30, 2024. The cash used in operating activities was primarily consist of net loss, increase in other current assets deposit, increase in prepaid expenses-related party, increase in deposits, decrease in accounts payable and accrued liabilities, reduction in lease liability contra by depreciation and amortization and increase in deferred revenue.
Net cash used in operating activities was $215,101 for the year ended September 30, 2023. The cash used in operating activities was primarily consist of net loss, increase in other current assets deposit, increase in prepaid expenses-related party contra by depreciation and amortization, increase in impairment of prepaid application development fee-related party, increase in accounts receivable, increase in accounts payable and accrued liabilities and increase in deferred revenue.
Cash Used in Investing Activity
Net cash used in investing activity was $57,426 for the year ended September 30, 2024. The cash used in investing activity solely consist of purchase of property and equipment.
Net cash used in investing activity was $465,399 for the year ended September 30, 2023. The cash used in investing activities was consist of purchase of property and equipment and increase prepaid application development fee-related party.
Cash Provided by (Used in)Financing Activity
Net cash provided by financing activities was $1,460,509 for the year ended September 30, 2024. The cash provided by financing activities primarily consists of proceeds from the sale of common stock.
Net cash used in financing activities was $9,370 for the year ended September 30, 2023. The cash used in financing activity solely consist of repayment to officer.
OFF-BALANCE SHEET ARRANGEMENTS
As of September 30, 2024, we have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements required by this item are in PART IV of this Annual Report.
| 8 |
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including our principal executive and financial officer, we are responsible for conducting an evaluation of the effectiveness of the design and operation of our internal controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal year covered by this report. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission (“SEC”) reports is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, our principal executive and financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective as of September 30, 2024 due to material weaknesses in our internal control over financial reporting as described below.
MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15. Internal control over financial reporting is defined in Rule 13a-15(f) and 15(d)-15(f) under the Exchange Act as a process designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of published financial statements. Management conducted an assessment of the Company’s internal control over financial reporting as of September 30, 2024, based on the framework and criteria established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013) (COSO). Based on the assessment, management concluded that, as of September 30, 2024, the Company’s internal controls over financial reporting was not effective.
We identified material weaknesses in our internal controls over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis.
The material weaknesses identified include (i) the Company did not maintain a functioning independent audit committee and did not maintain an independent board; (ii) the Company had inadequate segregation of duties; and (iii) the Company had an insufficient number of personnel with an appropriate level of U.S. GAAP knowledge and experience and ongoing training in the application of U.S. GAAP and SEC disclosure requirements commensurate with the Company’s financial reporting requirements.
Notwithstanding the identified material weaknesses, management has concluded that the Financial Statements included in this Annual Report on Form 10-K present fairly, in all material respects, the Company’s financial position, results of operations and cash flows for the periods disclosed in conformity with U.S. GAAP.
Planned remediation of material weaknesses
Management is actively engaged in developing and implementing remediation plans to address the material weaknesses described above. These remediation efforts are ongoing and include or are expected to include preparation of written documentation of our internal control policies and procedures, and to increase personnel and technical accounting expertise within the accounting function.
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There was no change in our internal controls over financial reporting that occurred during the period covered by this Report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
This annual report does not include an attestation report of the Company’s registered independent public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered independent public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report on Form 10-K.
ITEM 9B. OTHER INFORMATION
Insider Trading Arrangements
During
the year ended September 30, 2024, none of our directors or officers
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not Applicable.
| 9 |
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Biographical information regarding the sole officer and director of the Company is provided below:
| NAME | AGE | POSITION | ||
| Hsu Shou Hung | 56 | President, Chief Executive Officer, Chief Financial Officer, Chairman of Board of Directors |
The sole officer and director named above will serve until the next annual meeting of the stockholders or until his respective resignation or removal from office. Thereafter, directors are anticipated to be elected for one-year terms at the annual stockholders’ meeting. Officers will hold their positions at the pleasure of the Board of Directors, absent any employment agreement, of which none currently exists or is contemplated.
Set forth below is a brief description of the background and business experience of our sole officer and director.
Mr. Hsu has been our Chief Executive Officer, Chief Financial Officer and Director since the Company’s incorporation. Mr. Hsu has over 20 years of management experience. From 1999 to 2009, he was the general manager of Lead International Financial Advisory Co., Ltd., a company focusing on international financial products sales. From 2003 to 2005, he was a Distinguished Lecturer at Fuxin Enterprise Management Consulting CO., Ltd. From 2005 to 2007, he was a Distinguished Lecturer at Guangzhou Benchmark Enterprise Management Co., Ltd. From 2008 to 2009 he was a Distinguished Lecturer at Beijing Wenhe Fanglue Information Co., Ltd. From 2012 to 2016, Mr. Hsu was the General Management at Oriental Ivy International Co., Ltd., a company that offers retail and wholesale cosmetics. From 2012 to 2017, Mr. Hsu was a General Manager at Suzhou Shuiyue Ivy Trading Co., Ltd., a cosmetic retailer. From 2017 to present, Mr. Hsu has served as a general manager of Shanghai Haoguan Enterprise Management Consulting Co., Ltd., a corporation that provides business management consulting, corporate education, and training. Mr. Hsu holds a bachelor’s degree in Statistics at Tamkang University, Taiwan.
Mr. Hsu brings to the Board of Directors his business leadership and extensive experience in consultancy, education services and training.
TERM OF OFFICE
All directors hold office until the next annual meeting of the stockholders of the Company and until their successors have been duly elected and qualified. The Company’s Bylaws provide that the Board of Directors will consist of no less than three members. Officers are elected by and serve at the discretion of the Board of Directors.
| 10 |
DIRECTOR INDEPENDENCE
Our Board of Directors is currently composed of one member who does not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market (though the Company may have a plan to list on the NASDAQ Global Market later). The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our Board of Directors has not made a subjective determination as to our director that no relationships exist which, in the opinion of our Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our Board of Directors made these determinations, our Board of Directors would have reviewed and discussed information provided by our director and us regarding to our director’s business and personal activities and relationships as they may relate to us and our management.
CERTAIN LEGAL PROCEEDINGS
No director, nominee for director, or executive officer of the Company has appeared as a party in any legal proceeding material to an evaluation of his ability or integrity during the past five years.
SIGNIFICANT EMPLOYEES AND CONSULTANTS
Other than our sole officer and director, we currently have no other significant employees.
AUDIT COMMITTEE AND CONFLICTS OF INTEREST
Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. The Board of Directors has not established an audit committee and does not have an audit committee financial expert, nor has the Board of Directors established a nominating committee. The Board is of the opinion that such committees are not necessary since the Company is an early exploration stage company and has only two directors, and to date, such directors have been performing the functions of such committees. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions.
There are no family relationships among our directors or officers. Other than as described above, we are not aware of any other conflicts of interest with any of our executive officers or directors.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who own more than ten percent of a registered class of our equity securities, file reports of ownership and changes in ownership with the SEC. Executive officers, directors and greater-than-ten percent stockholders are required by SEC regulations to furnish us with all Section 16(a) forms they file. Specific due dates for these reports have been established and the Company is required to report in this report any failure to file by these dates.
All filing requirements were satisfied by the Company’s officers, directors, and ten-percent holders.
In making these statements, we have relied on the written representation of our officers and directors or copies of the reports that they have filed with the Commission.
| 11 |
CODE OF ETHICS
We have not adopted a formal Code of Ethics. The Board of Directors evaluated the business of the Company and the number of employees and determined that since the business is operated by a small number of persons, general rules of fiduciary duty and federal and state criminal, business conduct and securities laws are adequate ethical guidelines. In the event our operations, employees and/or Directors expand in the future, we may take actions to adopt a formal Code of Ethics.
SHAREHOLDER PROPOSALS
Our Company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors. The Board of Directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our Company does not currently have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such nominees. The Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.
A shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our President, at the address appearing on the first page of this Information Statement.
ITEM 11. EXECUTIVE COMPENSATION
The following tables set forth certain information about compensation paid, earned or accrued for services by our Chief Executive Officer and Chief Financial Officer for the fiscal years ended September 30, 2024, and 2023:
SUMMARY COMPENSATION TABLE
| Name and principal position | Year | Salary ($) | Bonus ($) | Stock Compensation ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||||||||
| Hsu Shou Hung (1) Chief Executive Officer, Chief Financial Officer | 2024 | 45,506 | - | - | - | - | - | - | $ | 45,506 | ||||||||||||||||||||||||||
| Hsu Shou Hung (1) Chief Executive Officer, Chief Financial Officer | 2023 | 18,321 | 22,500 | - | - | - | - | - | $ | 40,821 | ||||||||||||||||||||||||||
| (1) | On December 8, 2021, Mr. Hsu, a founder of the Company, was appointed as Chief Executive Officer, Chief Financial Officer, and sole director of the Company. The Company have not adopted or established a formal policy or procedure for determining the amount of compensation paid to our executive officers and only began to pay Mr. Hsu from September 1, 2022 onwards. |
Mr. Hsu has an informal agreement with the Company whereas he was compensated approximately $45,506 (NT$1,454,135) and $40,821 (NT$1,270,000) for his services provided to the Company for the year ended September 30, 2024 and 2023 respectively.
STOCK OPTION GRANTS
We have not granted any stock options to our executive officers since our incorporation.
EMPLOYMENT AGREEMENTS
Save except for an informal agreement with our sole officer and director, Mr. Hsu Shou Hung for the year ended September 30, 2024, we do not have an employment or consulting agreement with any officers or directors.
| 12 |
COMPENSATION DISCUSSION AND ANALYSIS
DIRECTOR COMPENSATION
Our Board of Directors does not currently receive any consideration for their services as members of the Board of Directors. The Board of Directors reserves the right in the future to award the members of the Board of Directors cash or stock-based consideration for their services to the Company, which awards, if granted shall be in the sole determination of the Board of Directors.
EXECUTIVE COMPENSATION PHILOSOPHY
Our Board of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors reserves the right to pay our executive or any future executives a salary, and/or issue them shares of Common Stock in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance. This package may also include long-term stock-based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants would be in the best interests of the Company.
INCENTIVE BONUS
The Board of Directors may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion, if the Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such executives.
LONG-TERM, STOCK BASED COMPENSATION
To attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award our executive and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board of Directors, which we do not currently have any immediate plans to award.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information relating to beneficial ownership of Common Stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.
The following table lists, as of September 30, 2024, the number of shares of Common Stock of the Company that are beneficially owned by (i) each person or entity known to the Company to be the beneficial owner of more than 5% of our outstanding Common Stock; (ii) each officer and director of the Company; and (iii) all officers and directors if any as a group.
| 13 |
The percentages below are calculated based on 216,779,700 shares of our Common Stock issued and outstanding as of September 30, 2024. We do not have any outstanding warrant, options, or other securities exercisable for or convertible into shares of our Common Stock.
| Name of Beneficial Owner | Number of Common Stock Owned | Percentage of Ownership | ||||||
| Sole Officer and Director | ||||||||
| Hsu Shou Hung (1) | 96,260,000 | 44.4 | % | |||||
| 5% Shareholders | ||||||||
| CPN Investment Limited (2) | 15,000,000 | 6.92 | % | |||||
| Leader Capital Holdings Corp. (3) | 15,000,000 | 6.92 | % | |||||
(1) The above row for Mr. Hsu Shou Hung is inclusive of his share ownership in the Company via Terra Wave Holdings Limited (“TERRA”). TERRA is owned exclusively by Mr. Hsu and is the beneficial owner of 10,000,000 shares of our Common Stock. In his personal name, Mr. Hsu Shou Hung beneficially owns and controls approximately 86,260,000 shares of our Common Stock.
(2) Mr. Lin Yi Hsiu (“Mr. Jeff Lin”) is the sole shareholder of CPN Investment Limited (“CPN”).
(3) Mr. Lin Yi Hsiu (“Mr. Jeff Lin”), Chief Executive Officer and a director of Leader Capital Holdings Corp. (“LCHC”), collectively with his beneficially owned or controlled companies, ultimately holds 58,537,778 shares of common stock of LCHC, or approximately 28.35% of LCHC’s total issued and outstanding shares of common stock.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
On December 8, 2021, Mr. Hsu Shou Hung (“Mr. Hsu”), a founder of the Company, was appointed as Chief Executive and Financial Officer, President, Secretary, Treasurer, and sole director of the Company. Currently, Mr. Hsu is our sole officer and director. As of September 30, 2024, Mr. Hsu collectively owns 96,260,000 shares, or 44.4%, of the Company’s restricted Common Stock.
At September 30, 2024 and 2023, $2,666 and $4,257, respectively, are due to Mr. Hsu for advances to the Company for operations. The advances are due on demand, are unsecured, and are non-interest bearing.
Mr. Lin Yi Hsiu (“Jeff Lin”) is Chief Executive Officer and a director of Leader Capital Holdings Corp. (“LCHC”). LCHC owns 15,000,000 shares of the Company’s restricted Common Stock and is a 6.92% shareholder in the Company. In addition, CPN Investment Limited (“CPN”), a company wholly owned by Jeff Lin, owns 15,000,000 shares of the Company’s restricted Common Stock, and is also a 6.92% shareholder of the Company.
LCHC, through its wholly owned subsidiary, LOC Weibo Co., Limited (“LOC”) provides IT and maintenance services to the Company. Leader Financial Asset Management Limited (“LFAML”), another company wholly owned by Jeff Lin, provides consulting and company secretarial services to the Company.
For the year ended September 30, 2024, and 2023, the Company incurred the following fees to LCHC and affiliates:
| Paid to: | Description | Year ended September 30, 2024 | Year ended September 30, 2023 | |||||||
| LCHC | IT services | $ | 30,500 | $ | 30,000 | |||||
| LOC | IT services | 31,482 | 32,014 | |||||||
| LFAML | Secretarial fees | - | - | |||||||
| LFAML | Consulting fees | - | 300,000 | |||||||
| Subtotal | 61,982 | 362,014 | ||||||||
| LCHC | Prepaid application development fees | - | 450,000 | |||||||
| Total | $ | 61,982 | $ | 812,014 | ||||||
At September 30, 2024 and 2023, $30,397 and $25,357, respectively, were prepaid expenses to LCHC and affiliates for IT and maintenance expenses.
During fiscal 2022 and 2023, the Company prepaid a total of $900,000 to LCHC for the development of two mobile applications. $450,000 was paid in fiscal 2022, and $450,000 was paid in fiscal 2023. Management determined that it was more likely than not that the application developments would not be utilized as originally intended and performed an impairment analysis. As a result, an impairment loss of $450,000 was recorded in fiscal 2022, and another impairment loss of $450,000 was recorded in fiscal 2023, for the prepaid app development fees.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Below is the aggregate amount of fees billed for professional services rendered by our principal accountants with respect to our last two fiscal years:
| Year ended September 30, 2024 | Year ended September 30, 2023 | |||||||
| Audit fees | $ | 28,500 | $ | 27,500 | ||||
| Audit related fees | - | - | ||||||
| Total | $ | 28,500 | $ | 27,500 | ||||
The category of “Audit fees” includes fees for our annual audit, quarterly review fees.
The category of “Audit-related fees” includes employee benefit plan audits, internal control reviews and accounting consultation.
All the professional services rendered by principal accountants for the audit of our annual financial statements that are normally provided by the accountant in connection with statutory and regulatory filings or engagements by Weinberg & Company, P.A. (2024 and 2023) were approved by our Board of Directors.
| 14 |
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
The following exhibits are filed or “furnished” herewith:
| Number | Description | |
| 3.1 | Certificate of Incorporation (1) | |
| 3.2 | By-laws (1) | |
| 31.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | |
| 32.1 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* | |
| 101.INS | Inline XBRL Instance Document* | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document* | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document* | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document* | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document* | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document* | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document)* |
| (1) | Previously filed and incorporated in the Company’s Registration Statement, Amendment No.3 to Form S-1 (File No. 333-271858) with the Securities and Exchange Commission on September 6, 2023. |
* Filed herewith.
XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
ITEM 16. FORM 10–K SUMMARY
As permitted, the registrant has elected not to supply a summary of information required by Form 10-K.
| 15 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| DFP HOLDINGS LIMITED | ||
| (Name of Registrant) | ||
| Date: December 23, 2024 | By: | /s/ Hsu Shou Hung |
| Name: | Hsu Shou Hung | |
| Title: | Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer) | |
| 16 |
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| F-1 |
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of DFP Holdings Limited
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of DFP Holdings Limited (the “Company”) as of September 30, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, during the year ended September 30, 2024, the Company incurred a net loss and used cash in operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in relation to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the Company’s auditor since 2022.
/s/
December 23, 2024
| F-2 |
DFP HOLDINGS LIMITED
CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2024 AND 2023
(Expressed in U.S. Dollars)
As of | As
of | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Other current assets | ||||||||
| Prepaid expenses-related party | ||||||||
| Total current assets | ||||||||
| Non-current assets: | ||||||||
| Property and equipment, net | ||||||||
| Operating lease right-of-use asset | ||||||||
| Lease deposits | ||||||||
| Total non-current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Deferred revenue | ||||||||
| Due to officer | ||||||||
| Operating lease liability – current portion | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities: | ||||||||
| Operating lease liability – non-current portion | ||||||||
| Total non-current liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| Stockholders’ equity: | ||||||||
| Preferred Stock, $ par value; shares authorized; shares issued and outstanding | ||||||||
| Common Stock, $ par value; shares authorized; and shares issued and outstanding at September 30, 2024 and 2023, respectively | ||||||||
| Additional paid in capital | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
See accompanying notes to the consolidated financial statements.
| F-3 |
DFP HOLDINGS LIMITED
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE YEARS ENDED SEPTEMBER 30, 2024 AND 2023
(Expressed in U.S. Dollars)
| Year ended September 30, 2024 | Year ended September 30, 2023 | |||||||
| REVENUES | $ | $ | ||||||
| OPERATING COSTS AND EXPENSES: | ||||||||
| Instructional costs and services | ||||||||
| General and administrative expenses | ||||||||
| General and administrative expenses-related party | ||||||||
| Impairment of prepaid application development fee-related party | ||||||||
| Total operating costs and expenses | ||||||||
| LOSS FROM OPERATIONS | ( | ) | ( | ) | ||||
| OTHER INCOME: | ||||||||
| Interest income | ||||||||
| LOSS BEFORE INCOME TAXES | ( | ) | ( | ) | ||||
| Income tax expense | ( | ) | ( | ) | ||||
| NET LOSS | ( | ) | ( | ) | ||||
| Other comprehensive loss | ||||||||
| - Foreign currency translation gain (loss) | ( | ) | ||||||
| COMPREHENSIVE LOSS | $ | ( | ) | $ | ( | ) | ||
| NET LOSS PER SHARE, basic and diluted | $ | ) | $ | ) | ||||
| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING-basic and diluted | ||||||||
See accompanying notes to the consolidated financial statements.
| F-4 |
DFP HOLDINGS LIMITED
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
FOR THE YEARS ENDED SEPTEMBER 30, 2024 AND 2023
(Expressed in U.S. Dollars)
| Common Stock | Additional | Accumulated Other | Total | |||||||||||||||||||||
| Number of Shares | Amount | Paid-in Capital | Comprehensive Loss | Accumulated Deficit | Stockholders’ Equity | |||||||||||||||||||
| Balance as of September 30, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| Foreign currency translation | - | ( | ) | ( | ) | |||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of September 30, 2023 | ( | ) | ( | ) | ||||||||||||||||||||
| Common stock issued for cash | ||||||||||||||||||||||||
| Foreign currency translation | - | |||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of September 30, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
See accompanying notes to the consolidated financial statements.
| F-5 |
DFP HOLDINGS LIMITED
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED SEPTEMBER 30, 2024 AND 2023
(Expressed in U.S. Dollars)
| Year ended September 30, 2024 | Year ended September 30, 2023 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Impairment of prepaid application development fee-related party | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ||||||||
| Other current assets | ( | ) | ( | ) | ||||
| Prepaid expenses-related party | ( | ) | ( | ) | ||||
| Deposits | ( | ) | ||||||
| Decrease in right-of-use asset | ||||||||
| Accounts payable and accrued liabilities | ||||||||
| Deferred revenue | ||||||||
| Operating lease liability | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Prepaid application development fee-related party | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Proceeds from sale of common stock | ||||||||
| Repay due to officer | ( | ) | ( | ) | ||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| Effect of exchange rate changes in cash and cash equivalents | ( | ) | ||||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | ( | ) | ||||||
| Cash, cash equivalents, and restricted cash, beginning of year | ||||||||
| Cash, cash equivalents and restricted cash, end of year | $ | $ | ||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Income taxes paid | $ | $ | ||||||
| Noncash investing and financing activities: | ||||||||
| Right-of-use asset and lease liability recorded for new leases | $ | $ | ||||||
See accompanying notes to the consolidated financial statements.
| F-6 |
DFP HOLDINGS LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 2024 AND 2023
(Expressed in U.S. Dollars)
1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of business
DFP
Holdings Limited, a Nevada corporation (the “Company”), was incorporated in the State of Nevada on
On March 8, 2022, the Company’s wholly owned subsidiary, DFP Holdings Limited, was formed in Seychelles (“DFP Seychelles”). The Seychelles Company is an intermediate holding company, and operates business through its wholly owned subsidiary, DFP Holdings Limited, a company incorporated in Taiwan (“DFP Taiwan”).
On
May 24, 2022, the Company acquired
Going concern
The
accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.
In accordance with Accounting Standards Codification (“ASC”) 205-40, Going Concern, the Company’s management
has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s
ability to continue as a going concern within one year after the date the accompanying financial statements were issued. For the year
ended September 30, 2024, the Company recorded a net loss of $
Management estimates that the current funds on hand will be sufficient to continue operations through the next six months. The Company’s ability to continue as a going concern is dependent upon its ability to continue to implement its business plan to increase its customer base and realize increased revenues. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.
Risks & uncertainties resulting from inflation, COVID-19, and geopolitical instability
As a result of the COVID-19 pandemic and actions taken to slow its spread, the ongoing military conflict between Russia and Ukraine, and other geopolitical and macroeconomic factors beyond our control, the global credit and financial markets have experienced extreme volatility, including diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates and uncertainty about economic stability.
If equity and credit markets deteriorate, it may affect our ability to raise equity capital, borrow on our existing facilities, access our existing cash, or make any additional necessary debt or equity financing more difficult to obtain, more costly and/or more dilutive.
| F-7 |
Basis of presentation
The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).
The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Tide Holdings Limited (TIDE), DFP Holdings Limited (Seychelles) (“DFP Seychelles”), and DFP Holdings Limited (Taiwan) (“DFP Taiwan”). Intercompany accounts and transactions have been eliminated in consolidation.
Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting year. Actual results could differ from those estimates. Significant estimates include estimates for assumptions used in impairment testing of long-term assets, and the accrual of potential liabilities.
Revenue recognition
The Company recognizes revenue in accordance with Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contract(s), which includes (1) identifying the contract(s) or agreement(s) with a customer, (2) identifying the Company’s performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.
The Company’s revenue consists of revenue from delivering online and in-person media and leadership training courses. Revenue is recognized in the period in which the services are delivered, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The Company recognizes revenue from subscription services ratably over the subscription period. The Company recognizes deferred revenue at each period end for contracts that have been paid but which the related service has not been performed or delivered. The Company offers no discounts, rebates, rights of return, or other allowances to clients which would result in the establishment of reserves against service revenue.
The following table provides information about disaggregated revenue:
| Year ended September 30, 2024 | Year ended September 30, 2023 | |||||||
| In-person media and leadership training | $ | $ | ||||||
| Online media and leadership training | ||||||||
| Total revenue | $ | $ | ||||||
| F-8 |
Instructional costs and services
Instructional costs and services primarily consists of costs related to commissions, advertising, and rental of instructional facilities directly attributable to courses rendered. The Company has elected to apply the practical expedient to expense commissions as they are incurred, as the amortization period resulting from capitalizing the costs is one year or less.
The following table provides information about instructional costs and services:
| Year ended September 30, 2024 | Year ended September 30, 2023 | |||||||
| Commissions | $ | $ | ||||||
| Advertising | ||||||||
| Rental of instructional facilities | ||||||||
| Other | ||||||||
| Total Instructional costs and services | $ | $ | ||||||
Cash, cash equivalents, and restricted cash
Cash equivalents include demand deposits placed with banks or other financial institutions and all highly liquid investments with original maturities at purchase of three months or less, including money market funds.
| As of September 30, | ||||||||
| 2024 | 2023 | |||||||
| Cash and cash equivalents | ||||||||
| Denominated in United States Dollars | $ | $ | ||||||
| Denominated in New Taiwan Dollars | ||||||||
| Cash and cash equivalents | ||||||||
| Restricted cash | ||||||||
| Cash, cash equivalents and restricted cash | $ | $ | ||||||
Financial
instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash. As of September
30, 2024, substantially all the Company’s cash was held by two major financial institutions located in Taiwan, which management
believes is of high credit quality. At September 30, 2024,
Restricted Cash
Restricted cash represents accounts designated as collateral required by the bank. Since our course fees are usually paid by our customers using credit card transactions, banks are concerned about potential chargebacks from our customers. The Company includes restricted cash along with the cash and cash equivalents balance for presentation in the consolidated statements of cash flows.
Property and equipment
Property and equipment is recorded at cost less accumulated depreciation. Additions, improvements, and major renewals or replacements that substantially extend the useful life of an asset are capitalized. Repairs and maintenance expenditures are expensed as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets of four years. Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the remaining lease term.
Management
assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may
not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from
the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment
loss is recognized to write down the asset to its estimated fair value at that time. At September 30, 2024 and 2023, management determined
there were
| F-9 |
Software costs
Costs
related to developing or obtaining internal-use software incurred during the preliminary project and post-implementation stages of an
internal use software project will be expensed as incurred and certain costs incurred in the project’s application development
stage will be capitalized. On an annual basis, or more frequently as conditions indicate, the Company will assess the recovery of the
unamortized software development costs by estimating the net undiscounted cash flows the asset is expected to generate. If the undiscounted
cash flows are not sufficient to recover the unamortized software cost, such assets will be considered to be impaired. The impairment
to be recognized will be measured as the amount by which the carrying amount of the asset exceeds its fair value. During the year ended
September 30, 2024, the Company did t recognize any impairment of software costs. However, for the year ended September 30, 2023, the
Company recognized an impairment of prepaid application development fees amounting to $
Impairment of long-lived assets
The Company evaluates its long-lived assets for indicators of possible impairment by comparison of the carrying amount to future net undiscounted cash flows expected to be generated by such asset when events or changes in circumstances indicate the carrying amount of an asset or asset group may not be recoverable. Should an impairment exist, the impairment loss would be measured based on the excess carrying value of the asset over the asset’s fair value generally determined by estimates of future discounted cash flows.
Leases
The Company accounts for its leases in accordance with ASC 842, Leases. The Company determines whether a contract is, or contains, a lease at inception. Operating lease right-of-use (“ROU”) assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. ROU assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Generally, the implicit rate of interest in arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical collateralized borrowing rate based on its understanding of what its credit rating would be.
Income taxes
The Company accounts for income taxes using an asset and liability approach which allows for the recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain.
The Company conducts its business in Taiwan and is subject to tax in Taiwan jurisdictions. As a result of its business activities, the Company will file tax returns that are subject to examination by the Taiwan tax authority. The Company’s deferred tax assets relate to the Company’s net operating losses in the U.S. and net operating losses and temporary differences between accounting basis and tax basis for its Taiwan-based subsidiaries which are subject to corporate income tax in Taiwan.
| F-10 |
Advertising costs
Advertising costs are expensed as incurred and were $
Fair value measurements
The Company follows the guidance of ASC 820-10, “Fair Value Measurements and Disclosures”, with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:
Level 1: Observable inputs such as quoted prices in active markets;
Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.
The Company believes the carrying amount reported in the balance sheet for cash, cash equivalents, restricted cash, prepaid expenses, accounts payable and accrued liabilities, deferred revenue and due to officer, approximate their fair values because of the short-term nature of these financial instruments.
Foreign currency translation
The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying consolidated financial statements have been expressed in US$. In addition, the Company’s operating subsidiary maintains its books and records in its functional currency, New Taiwan Dollars (“NT$”).
In general, for consolidation purposes, assets and liabilities of the Company’s subsidiaries whose functional currency is not the US$, are translated into US$ using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of a foreign subsidiary are recorded as a separate component of accumulated other comprehensive income or loss within stockholders’ equity.
Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods:
As of and for the year ended September 30, 2024 | As of and for the year ended September 30, 2023 | |||||||
| Period-end NT$ : US$1 exchange rate | ||||||||
| Period-average NT$ : US$1 exchange rate | ||||||||
The Company calculates net income (loss) per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income (loss) per share is computed by dividing the net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.
At September 30, 2024 and 2023, the Company has potentially dilutive securities, such as options or warrants, outstanding.
Segment information
Operating segments are components of an enterprise for which separate financial information is available and are evaluated regularly by the Company’s chief operating decision maker in deciding how to allocate resources and assessing performance. The Company’s chief operating decision maker is its Chief Executive Officer. The Company’s Chief Executive Officer views the Company’s operations and manages its business in one operating segment, which is conducting business as an educational service company.
Concentrations
For
the year ended September 30, 2024 and 2023, no customer accounted for
For
the year ended September 30, 2024, fees paid to a third-party consultant
represented 17% of total operating costs and expenses. During the year ended September 30, 2023, one service provider, a related party,
accounted for
| F-11 |
Reclassification
In presenting the Company’s consolidated statement of operations
and comprehensive loss for the year ending September 30, 2023, the Company presented $
Recent accounting pronouncements
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses. The guidance in ASU 2024-03 requires public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory; employee compensation; and depreciation, amortization and depletion expenses for each caption on the income statement where such expenses are included. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements. The Company is currently evaluating the provisions of this guidance and assessing the potential impact on the Company’s financial statement disclosures.
In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40). This ASU reduces the number of accounting models for convertible debt instruments and convertible preferred stock and amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. The Company adopted this guidance effective October 1, 2023, and the adoption of this standard did not have a material impact on its consolidated financial statements.
Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.
NOTE 2 – OPERATING LEASES
Prior to July 1, 2024, the Company rented office space under a short term
lease with a term of
The components of rent expense and supplemental cash flow information related to leases for the period are as follows:
| Years September 30, | ||||||||
| 2024 | 2023 | |||||||
| Lease Cost | ||||||||
| Operating lease cost | $ | $ | ||||||
| Other Information | ||||||||
| Weighted average remaining lease term – operating leases (in years) | ||||||||
| Weighted average discount rate for operating lease | % | |||||||
At September 30, 2023, there was no operating lease right-of-use asset or liability recorded for the short-term lease. At September 30, 2024, the supplemental balance sheet information related to leases is as follows:
Operating lease right-of-use asset for the year ended September 30, 2024 is as follows:
| New lease right-of-use asset recognized | $ | |||
| Less: amortization | ( | ) | ||
| Foreign exchange translation | ( | ) | ||
| Right-of-use assets, net as of September 30, 2024 | ||||
| Operating lease liabilities for the year ended September 30, 2024 is as follows: | ||||
| New lease liability recognized | $ | |||
| Add: imputed interest | ||||
| Less: principal repayment | ( | ) | ||
| Foreign exchange translation | ( | ) | ||
| Lease liability at September 30, 2024 | $ | |||
| Lease liability current portion | $ | |||
| Lease liability non-current portion | ||||
| Total operating lease liability | $ |
Maturities of the Company’s lease liabilities are as follows:
Year ending September 30:
| 2025 | $ | |||
| 2026 | ||||
| 2027 | ||||
| Total lease payments | ||||
| Less: Imputed interest | ( | ) | ||
| Present value of operating lease liabilities | $ |
NOTE 3 - STOCKHOLDERS’ EQUITY
As of September 30, 2024 the Company has shares of commons stock authorized and shares of common stock issued and outstanding, respectively.
During
the year ended September 30, 2024, the Company issued an aggregated of shares of its Common Stock at $ per share for aggregate
gross proceeds of $
For
the period from December 8, 2021 (Inception) to September 30, 2022, the Company issued shares of restricted Common Stock
to 150 shareholders at prices ranging from $ to $ per share, for total proceeds of $
| F-12 |
NOTE 4 - INCOME TAXES
The
Company recorded and paid income tax expense of $
Provision for income taxes consisted of the following:
Year ended September 30, 2024 | Year ended September 30, 2023 | |||||||
| Current: | ||||||||
| U.S. | $ | $ | ||||||
| Taiwan | ||||||||
| Subtotal | ||||||||
| Deferred: | ||||||||
| $ | $ | |||||||
A reconciliation of the income tax expense determined at the statutory income tax rate to the Company’s income taxes is as follows:
| Year ended September 30, 2024 | Year ended September 30, 2023 | |||||||
| Loss before income taxes | $ | ( | ) | $ | ( | ) | ||
| United States of America statutory income tax rate | % | % | ||||||
| Income tax (benefit) expense computed at statutory corporate income tax rate | ( | ) | ( | ) | ||||
| Effect of different tax jurisdictions | ( | ) | ||||||
| Change in valuation allowance | ||||||||
| Provision for income taxes | $ | $ | ||||||
The
Company’s wholly owned subsidiary in Taiwan, DFP Holdings Limited (Taiwan) (the “Taiwan Company”), is governed by the
income tax law of Taiwan and is subject to a tax rate of
Significant components of the aggregate deferred tax assets consisted of the following:
| As of September 30, | ||||||||
| 2024 | 2023 | |||||||
| Deferred tax assets: | ||||||||
| Net operating loss carry forwards | $ | $ | ||||||
| Gross deferred tax assets | ||||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax assets | $ | $ | ||||||
The provisions of ASC Topic 740, “Accounting for Income Taxes”, require an assessment of both positive and negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable. As of September 30, 2024 and 2023, based on all available objective evidence, including the existence of cumulative losses, the Company determined that it was more likely than not that the net deferred tax assets were not fully realizable. Accordingly, the Company established a full valuation allowance against its net deferred tax assets. The Company intends to maintain a full valuation allowance on net deferred tax assets until sufficient positive evidence exists to support reversal of the valuation allowance.
The Company adopted the provisions of ASC 740, which requires companies to determine whether it is “more likely than not” that a tax position will be sustained upon examination by the appropriate taxing authorities before any tax benefit can be recorded in the financial statements. ASC 740 also provides guidance on the recognition, measurement, classification and interest and penalties related to uncertain tax positions.
As
of September 30, 2024 and 2023,
| F-13 |
NOTE 5 - RELATED PARTY TRANSACTIONS
On
December 8, 2021, Mr. Hsu Shou Hung (“Mr. Hsu”), a founder
of the Company, was appointed as Chief Executive and Financial Officer, President, Secretary, Treasurer, and sole director of the Company. Currently, Mr. Hsu is our sole officer and director.
As of September 30, 2024, Mr. Hsu collectively owns shares, or
At
September 30, 2024 and 2023, $
Mr.
Lin Yi Hsiu (“Jeff Lin”) is Chief Executive Officer and a director of Leader Capital Holdings Corp. (“LCHC”).
LCHC owns shares of the Company’s restricted Common Stock and is a
LCHC, through its wholly owned subsidiary, LOC Weibo Co., Limited (“LOC”) provides IT and maintenance services to the Company. Leader Financial Asset Management Limited (“LFAML”), another company wholly owned by Jeff Lin, provides consulting and company secretarial services to the Company.
For the year ended September 30, 2024, and 2023, the Company incurred the following fees to LCHC and affiliates:
| Paid to: | Description | Year ended 2024 | Year ended 2023 | |||||||
| LCHC | IT services | $ | $ | |||||||
| LOC | IT services | |||||||||
| LFAML | Consulting fees | |||||||||
| Subtotal | ||||||||||
| LCHC | Prepaid application development fees | |||||||||
| Total | $ | $ | ||||||||
At
September 30, 2024 and 2023, $
During
fiscal 2022 and 2023, the Company prepaid a total of $
NOTE 6 – COMMITMENTS AND CONTINGENCIES
In
August, 2024, the Company signed a contract with a third-party consultant and agreed to pay a total of $
NOTE 7 - SUBSEQUENT EVENT
On November 18, 2024, the Company entered into a sale and purchase agreement
with DFP Leadership Academy Sdn Bhd, a Malaysia private limited company owned by Mr. Hsu Shou Hung, the Company’s sole officer and
director (the “Seller”). The Company agreed to purchase DFP Leadership Academy Sdn Bhd for approximately $
| F-14 |