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NOTE 2 SIGNIFICANT ACCOUNTING POLICIES (Policies)
12 Months Ended
Sep. 30, 2025
Accounting Policies [Abstract]  
PRINCIPLES OF CONSOLIDATION

PRINCIPLES OF CONSOLIDATION 

 

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

 

Name of Subsidiary Place of Organization

Percentage of

Effective

Ownership

Force International Holdings Limited (“Force Holdings”) Hong Kong 100%
e-Learning Laboratory Co., Ltd. (“e-Learning”) Japan 100% (*1)
e-Communications Co., Ltd. (“e-Communications”) Japan 100% (*2)
AUBE Japan Co., Ltd. (“AUBE”) Japan 100% (*2)

 

(*1) Wholly owned subsidiary of Force Holdings

(*2) Wholly owned subsidiary of e-Learning

 

USE OF ESTIMATES

USE OF ESTIMATES 

 

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

 

CONCENTRATION OF CREDIT RISK

CONCENTRATION OF CREDIT RISK

 

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

 

RECLASSIFICATION

RECLASSIFICATION

 

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

 

RELATED PARTY TRANSACTION

RELATED PARTY TRANSACTION

 

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

 

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

 

CASH

CASH

 

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

 

RESTRICTED CASH

RESTRICTED CASH

 

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

 

SHORT-TERM INVESTMENT

SHORT-TERM INVESTMENT

 

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

 

ACCOUNTS RECEIVABLE AND ALLOWANCE

ACCOUNTS RECEIVABLE AND ALLOWANCE

 

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

 

PROPERTY, PLANT AND EQUIPMENT

PROPERTY, PLANT AND EQUIPMENT

 

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

 

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

 

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

 

INTANGIBLE ASSETS

INTANGIBLE ASSETS

 

Intangible assets consist of internal use software and resort membership.

 

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

 

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

 

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

 

IMPAIRMENT OF LONG-LIVED ASSETS

IMPAIRMENT OF LONG-LIVED ASSETS

 

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

 

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Table of Contents

 

LONG-TERM INVESTMENT

LONG-TERM INVESTMENT

 

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

 

FOREIGN CURRENCY TRANSLATION

FOREIGN CURRENCY TRANSLATION 

 

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

 

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

 

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

 

  September 30, 2025   September 30, 2024
Current JPY: US$1 exchange rate 148.88   142.73
Average JPY: US$1 exchange rate 149.32   150.50
       
Current HK$: US$1 exchange rate 7.80   7.80
Average HK$: US$1 exchange rate 7.80   7.80

 

REVENUE RECOGNITION

REVENUE RECOGNITION

 

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

 

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

 

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

- Identification of the performance obligations in the contract

- Determination of the transaction price

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

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

 

Force Club Membership fee

  

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

 

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

 

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

 

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

 

Connector Plan Membership Fee

 

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

 

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

 

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

 

Contract asset and liability

 

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

 

The Company does not have any contract asset.

 

Disaggregation of revenue

 

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

   

Year Ended

September 30, 2025

 

Year Ended

September 30, 2024

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

 

ADVERTISING

ADVERTISING

 

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

 

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

 

RESEARCH AND DEVELOPMENT EXPENSE

RESEARCH AND DEVELOPMENT EXPENSE

 

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

 

EARNINGS PER SHARE

EARNINGS PER SHARE

 

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

 

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

 

INCOME TAXES

INCOME TAXES

 

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

 

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

 

LEASES

LEASES

  

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

 

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

 

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

 

FAIR VALUE MEASUREMENT

FAIR VALUE MEASUREMENT

 

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

 

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

 

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

 

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

  

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

  

RECENT ACCOUNTING PRONOUNCEMENTS

RECENT ACCOUNTING PRONOUNCEMENTS

 

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

 

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

 

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