10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended October 31, 2024

or

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

For the transition period from ______ to ______

Commission File Number 333-267967

KEEMO FASHION GROUP LIMITED

(Exact name of registrant issuer as specified in its charter)

Nevada	5130	32-0686375
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Number)	(IRS Employer Identification Number)

69 Wanke Boyu, Xili Liuxin 1st Rd, Nanshan District, Shenzhen, Guangdong 518052, China

(Address of principal executive offices, including zip code)

Issuer’s telephone number: (+86) 176-1282-2030

Company email: keemofashiongroup@gmail.com

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit and post such files).

Yes ☒ No ☐

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

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

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

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE

PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

N/A

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name on each exchange on which registered
N/A	N/A	N/A

APPLICABLE ONLY TO CORPORATE ISSUERS:

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

Class	Outstanding on December 5, 2024
Common Stock, $0.001 par value	55,000,000

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION
ITEM 1.	CONDENSED FINANCIAL STATEMENTS:
	CONDENSED BALANCE SHEETS AS OF OCTOBER 31, 2024 (UNAUDITED) AND JULY 31, 2024 (AUDITED)	F-1
	CONDENSED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE MONTHS ENDED OCTOBER 31, 2024 AND 2023 (UNAUDITED)	F-2
	CONDENSED STATEMENT OF SHAREHOLDERS’ EQUITY FOR THE THREE MONTHS ENDED OCTOBER 31, 2024 AND 2023 (UNAUDITED)	F-3
	CONDENSED STATEMENT OF CASH FLOWS FOR THE THREE MONTHS ENDED OCTOBER 31, 2024 AND 2023 (UNAUDITED)	F-4
	NOTES TO CONDENSED FINANCIAL STATEMENTS	F-5 – F-11
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3-5
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	5
ITEM 4.	CONTROLS AND PROCEDURES	5
PART II	OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	7
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	7
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	7
ITEM 4.	MINE SAFETY DISCLOSURES	7
ITEM 5.	OTHER INFORMATION	7
ITEM 6.	EXHIBITS	7
SIGNATURES		8

-2-

PART I — FINANCIAL INFORMATION

ITEM 1. CONDENSED FINANCIAL STATEMENTS

KEEMO FASHION GROUP LIMITED

CONDENSED BALANCE SHEETS

AS OF OCTOBER 31, 2024 (UNAUDITED) AND JULY 31, 2024 (AUDITED)

(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)

	As of October 31, 2024			As of July 31, 2024
	(Unaudited)			(Audited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	18,141		$	19,421
Inventories		5,170			2,527
Prepayment		3,059			6,526
TOTAL CURRENT ASSETS		26,370			28,474
TOTAL ASSETS	$	26,370		$	28,474
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Amount due to a director		80,516			69,919
Other accruals		3,200			7,500
TOTAL CURRENT LIABILITIES		83,716			77,419
TOTAL LIABILITIES	$	83,716		$	77,419
SHAREHOLDERS’ EQUITY
Common stock – Par value $ 0.001; Authorized: 75,000,000 shares; Issued and outstanding: 55,000,000 as of October 31, 2024 and July 31, 2024	$	5,500		$	5,500
Additional paid in capital		26,600			26,600
Accumulated deficit		(89,446	)		(81,045	)
TOTAL SHAREHOLDERS’ EQUITY	$	(57,346	)	$	(48,945	)
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	26,370		$	28,474

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

F-1

KEEMO FASHION GROUP LIMITED

CONDENSED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE MONTHS ENDED OCTOBER 31, 2024 AND 2023

(UNAUDITED)

(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)

	Three months ended October 31
	2024			2023
REVENUE		4,946		$	6,516
COST OF REVENUE		(2,438	)		(3,405	)
GROSS PROFIT		2,508		$	3,111
GENERAL AND ADMINISTRATIVE EXPENSES		(10,909	)		(28,978	)
LOSS FROM OPERATION BEFORE INCOME TAX		(8,401	)		(25,867	)
OTHER INCOME		-			-
LOSS BEFORE INCOME TAX		(8,401	)		(25,867	)
INCOME TAX EXPENSES		-			-
NET LOSS		(8,401	)	$	(25,867	)
OTHER COMPREHENSIVE INCOME		-			-
TOTAL COMPREHENSIVE LOSS		(8,401	)	$	(25,867	)
NET LOSS PER SHARE- BASIC AND DILUTED		0.00			0.00
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED (1)		55,000,000			55,000,000

(1) Prior period results have been adjusted to reflect the ten-for-one stock split effected in the form of a stock issuance in August 8, 2024.

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

F-2

KEEMO FASHION GROUP LIMITED

CONDENSED STATEMENT OF SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED OCTOBER 31, 2024 AND 2023

(UNAUDITED)

(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)

	COMMON STOCK				ADDITIONAL
	Number of shares		Amount		PAID-IN CAPITAL		ACCUMULATED DEFICIT			TOTAL EQUITY
Balance as of July 31, 2024		55,000,000		5,500		26,600		(81,045	)		(48,945	)
Net loss		-		-		-		(8,401	)		(8,401	)
Balance as of October 31, 2024		55,000,000		5,500		26,600		(89,446	)		(57,346	)

	COMMON STOCK				ADDITIONAL
	Number of shares		Amount		PAID-IN CAPITAL		ACCUMULATED DEFICIT			TOTAL EQUITY
Balance as of July 31, 2023 (1)		55,000,000		5,500		26,600		(38,770	)		(6,670	)
Net loss		-		-		-		(25,867	)		(25,867	)
Balance as of October 31, 2023		55,000,000		5,500		26,600		(64,637	)		(32,537	)

(1) Prior period results have been adjusted to reflect the ten-for-one stock split effected in the form of a stock issuance in August 8, 2024.

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

F-3

KEEMO FASHION GROUP LIMITED

CONDENSED STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED OCTOBER 31, 2024 AND 2023

(UNAUDITED)

(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)

	Three months ended October 31
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(8,401	)	$	(25,867	)
Changes in operating assets and liabilities:
Accounts receivable		-			438
Inventories		(2,643	)		(1,595	)
Prepayment		3,467			1,124
Amount due to a director		10,597			7,311
Other accruals		(4,300	)		(6,100	)
Net cash used in operating activities		(1,280	)		(24,689	)
Effect of exchange rate changes on cash and cash equivalent		-			-
Net decrease in cash and cash equivalents		(1,280	)		(24,689	)
Cash and cash equivalents, beginning of period		19,421			28,743
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	18,141		$	4,054
SUPPLEMENTAL CASH FLOWS INFORMATION
Income taxes paid	$	-		$	-
Interest paid	$	-		$	-

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

F-4

KEEMO FASHION GROUP LIMITED

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THREE MONTHS ENDED OCTOBER 31, 2024 AND 2023 (UNAUDITED)

(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)

(UNAUDITED)

1. ORGANIZATION AND BUSINESS BACKGROUND

KEEMO Fashion Group Limited, a Nevada corporation, (herein referred as “the Company”) was incorporated under the laws of the State of Nevada on April 22, 2022.

KEEMO Fashion Group Limited is headquartered in Shenzhen, People Republic of China (herein referred as (“China”). We primarily operate in men and women apparel and garment trading business, focusing on wholesaling to distributors mainly based in China, sourcing directly from manufacturers in China. We do not maintain and operate any production and manufacturing of apparel facility or machine and equipment.

The Company’s executive office is located at 69, Wanke Boyu, Xili Liuxin 1^st Rd, Nanshan District, Shenzhen, Guangdong 518052, China.

On July 25, 2024, the Board of Directors approved a ten-for-one (10:1) forward stock split (the “Forward Split”) of the Company’s common stock, par value $0.001 per share. The Company filed a Certificate of Amendment and Restated Certificate of Incorporation (the “Certificate of Amendment”) to effect the forward stock split with the Secretary of State of Nevada on August 2, 2024. The Forward Split became effective on August 8, 2024 and our common stock began trading on a split-adjusted basis on August 9, 2024. Concurrently with the effectiveness of the split, the issued and outstanding shares of common stock increased from 5,500,000 to 55,000,000, which is proportional to the ratio of the split. All share and per share amounts presented herein have been retroactively adjusted to reflect the impact of the Forward Split.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements for KEEMO Fashion Group Limited for the period ended October 31, 2024 are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The Company has adopted July 31 as its fiscal year end.

Going Concern

For the three months ended October 31, 2024, the Company incurred a net loss of $8,401 and the current liabilities of the Company exceeded its current assets by $57,346 and has a shareholders’ deficits of $57,346. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company’s profit generating operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company expects to finance its operations primarily through cash flow from revenue and continuing financial support from a shareholder. In the event that we require additional funding to finance the growth of the Company’s current and expected future operations as well as to achieve our strategic objectives, the shareholder has indicated the intent and ability to provide additional financing.

Use of Estimates

Management uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheets, and the reported revenue and expenses during the periods reported. Actual results may differ from these estimates.

Cash and Cash Equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

Inventories

Inventories consisting of products available for sell, are stated at the lower of cost or market value. Cost of inventory is determined using the first-in, first-out (FIFO) method. Inventory reserve is recorded to write down the cost of inventory to the estimated market value due to slow-moving merchandise and damaged goods, which is dependent upon factors such as historical and forecasted consumer demand, and promotional environment. The Company takes ownership, risks and rewards of the products purchased. Write downs are recorded in cost of revenue in the statement of operations and comprehensive income (loss).

F-5

Revenue Recognition

Revenue is generated through wholesale business of men and women apparel and garment to customer. Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods and services. The Company applies the following five-step model in order to determine this amount:

(i) identification of the promised goods and services in the contract;

(ii) determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the contract;

(iii) measurement of the transaction price, including the constraint on variable consideration;

(iv) allocation of the transaction price to the performance obligations; and

(v) recognition of revenue when (or as) the Company satisfies each performance obligation.

The Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under Topic 606, the Company records revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable. The Company records revenue from the wholesale of goods upon the delivery of men and women apparel and garment to the customer.

Credit losses

The Company estimates and records a provision for its expected credit losses related to its financial instruments, including its trade receivables. Management considers historical collection rates, the current financial status of the Company’s customers, macroeconomic factors, and other industry-specific factors when evaluating current expected credit losses. Forward-looking information is also considered in the evaluation of current expected credit losses. However, because of the short time to the expected receipt of accounts receivable, management believes that the carrying value, net of expected losses, approximates fair value and therefore, relies more on historical and current analysis of such financial instruments, including its trade receivables.

To determine the provision for credit losses for accounts receivable, the Company has disaggregated its accounts receivable by class of customer at the business component level, as management determined that risk profile of the Company’s customers is consistent based on the type and industry in which they operate. Each business component is analyzed for estimated credit losses individually. In doing so, the Company establishes a historical loss matrix, based on the previous collections of accounts receivable by the age of such receivables, and evaluates the current and forecasted financial position of its customers, as available. Further, the Company considers macroeconomic factors and the status of the relevant industry to estimate if there are current expected credit losses within its trade receivables based on the trends of the Company’s expectation of the future status of such economic and industry-specific factors. Also, specific allowance amounts are established based on review of outstanding invoices to record the appropriate provision for customers that have a higher probability of default.

Accounts receivable at October 31, 2024 and October 31, 2023 there were no allowances for credit losses.

Cost of Revenue

Cost of revenue includes the purchase cost of inventories and distribute to customers and packing materials. It includes purchasing and receiving costs, internal transfer costs, other costs of distribution network, opening and closing inventory net off discount received and return outwards in cost of revenue.

Earnings Per Share

The Company reports earnings per share in accordance with ASC 260 “Earnings Per Share”, which requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average common shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. Further, if the number of common shares outstanding increases as a result of a stock dividend or stock split or decreases as a result of a reverse stock split, the computations of a basic and diluted earnings per share shall be adjusted retroactively for all periods presented to reflect that change in capital structure.

The Company’s basic earnings per share is computed by dividing the net income available to holders by the weighted average number of the Company’s ordinary shares outstanding. Diluted earnings per share reflects the amount of net income available to each ordinary share outstanding during the period plus the number of additional shares that would have been outstanding if potentially dilutive securities had been issued.

F-6

Income Taxes

The Company accounts for income taxes using the asset and liability method prescribed by ASC 740 “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the years in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

New U.S. federal tax legislation, commonly referred to as the Tax Cuts and Jobs Act (the “U.S. Tax Reform”), was signed into law on December 22, 2017. The U.S. Tax Reform modified the U.S. Internal Revenue Code by, among other things, reducing the statutory U.S. federal corporate income tax rate from 35% to 21% for taxable years beginning after December 31, 2017; limiting and/or eliminating many business deductions; migrating the U.S. to a territorial tax system with a one-time transaction tax on a mandatory deemed repatriation of previously deferred foreign earnings of certain foreign subsidiaries; subject to certain limitations, generally eliminating U.S. corporate income tax on dividends from foreign subsidiaries; and providing for new taxes on certain foreign earnings. Taxpayers may elect to pay the one-time transition tax over eight years, or in a single lump-sum payment.

Related Parties

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

Fair Value Measurement

Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures”, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The statement clarifies that the exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability in the market in which the reporting entity would transact for the asset or liability, that is, the principal or most advantageous market for the asset or liability. It also emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and that market participant assumptions include assumptions about risk and effect of a restriction on the sale or use of an asset.

This ASC establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

Recently Accounting Pronouncements

The Company has reviewed all recently issued, but not yet effective, considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.

In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023 and interim periods in fiscal years beginning after December 15, 2024, and early adoption is permitted. The Company is currently evaluating the impact of this ASU may have on its consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. The ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024, and early adoption is permitted. The Company is currently evaluating the impact of this ASU may have on its consolidated financial statements and related disclosures.

F-7

3. INVENTORIES

As of October 31, 2024 and July 31, 2024, the Company inventories consist of following:

	As of October 31, 2024		As of July 31, 2024
Finished goods	$	5,170	$	2,527
Total inventories	$	5,170	$	2,527

4. PREPAYMENT

As of October 31, 2024 and July 31, 2024, the Company prepayment consist of following:

	As of October 31, 2024		As of July 31, 2024
Stock & Registrar fees	$	-	$	4,690
Other professional fee		3,059		1,836
Total prepayment	$	3,059	$	6,526

5. AMOUNT DUE TO A DIRECTOR

As of October 31, 2024 and July 31, 2024 the sole director of the Company advanced $80,516 and $69,919 respectively to the Company, which is unsecured and non-interest bearing with no fixed terms of repayment.

	As of October 31, 2024		As of July 31, 2024
Amount due to a director	$	80,516	$	69,919

Our director, Ms. Liu Lu, has not been compensated for the services.

6. OTHER ACCRUALS

As of October 31, 2024 and July 31, 2024, accrued liabilities consist of following:

	As of October 31, 2024		As of July 31, 2024
Accrued expenses	$	3,200		7,500
Total other accruals	$	3,200	$	7,500

Accrued expenses as of October 31, 2024 and July 31, 2024 consist of accrued audit fees and other professional fee.

7. SHAREHOLDERS’ EQUITY

On April 22, 2022, upon the incorporation of the Company, Liu Lu, subscribed to 3,600,000 shares of common stock at par value of $0.001 per share for a total subscription value of $3,600.

On 26 July, 2023, the Company issued 1,900,000 shares of common stock being sold at $0.015 per share for a total of $28,500 through initial public offering.

On July 25, 2024, the Board of Directors approved a ten-for-one (10:1) forward stock split (the “Forward Split”) of the Company’s common stock, par value $0.001 per share. The Company filed a Certificate of Amendment and Restated Certificate of Incorporation (the “Certificate of Amendment”) to effect the forward stock split with the Secretary of State of Nevada on August 2, 2024. The Forward Split became effective on August 8, 2024 and our common stock began trading on a split-adjusted basis on August 9, 2024. Concurrently with the effectiveness of the split, the issued and outstanding shares of common stock increased from 5,500,000 to 55,000,000, which is proportional to the ratio of the split. All share and per share amounts presented herein have been retroactively adjusted to reflect the impact of the Forward Split.

As of October 31, 2024, the Company has 55,000,000 shares of common stock issued and outstanding.

The Company has 75,000,000 shares of commons stock authorized.

F-8

8. INCOME TAX

The loss from operation before income taxes of the Company for the three months ended October 31, 2024 and 2023 were comprised of the following:

	For the three months ended October 31
	2024			2023
Tax jurisdictions from:
– Local	$	(8,401	)	$	(25,867	)
Loss before income taxes	$	(8,401	)	$	(25,867	)

United States of America

The Tax Act reduces the U.S. statutory corporate tax rate from 35% to 21% for our tax years beginning in 2018, which resulted in the re-measurement of the federal portion of our deferred tax assets from the 35% to 21% tax rate. The Company is registered in the State of Nevada and is subject to United States of America tax law. As of October 31, 2024, the operations in the United States of America incurred $89,446 of cumulative net operating losses (NOL’s) which can be carried forward to offset future taxable income. The NOL carryforwards begin to expire in 2044, if unutilized. The Company has provided for a full valuation allowance of approximately $18,784 against the deferred tax assets on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of October 31, 2024 and July 31, 2024:

	As of			As of
	October 31, 2024			July 31, 2024
Deferred tax assets:
Net operating loss carryforwards
– United States of America	$	18,784		$	8,878
Less: valuation allowance		(18,784	)		(8,878	)
Deferred tax assets	$	-		$	-

Management believes that it is more likely than not that the deferred tax assets will not be fully realizable in the future. Accordingly, the Company provided for a full valuation allowance against its deferred tax assets of $18,784 as of October 31, 2024.

F-9

9. CONCENTRATIONS OF RISK

Customer Concentration

For the three months ended October 31, 2024, there was one customer who accounted for 100% of the Company’s revenues.

For the three months ended October 31, 2023, there was one customer who accounted for 100% of the Company’s revenues. For the three months ended October 31, 2023, the Company has accounts receivable of $6,516 from the customer.

	For the three months ended October 31
	2024		2023		2024			2023			2024		2023
	Revenue				Percentage of Revenue						Accounts receivable
Customer A	$	-	$	6,516		-	%		100	%	$	-	$	6,516
Customer B	$	4,946	$	-		100	%		-	%	$	-	$	-
Total	$	4,946	$	6,516		100	%		100	%	$	-	$	6,516

Supplier Concentration

For the three months ended October 31, 2024, there was one supplier who accounted for 100% of the Company’s cost of revenue.

For the three months ended October 31, 2023, there was one supplier who accounted for 100% of the Company’s cost of revenue. For the three months ended October 31, 2023, the Company has no accounts payable from the supplier.

	For the three months ended October 31
	2024		2023		2024			2023			2024		2023
	Cost of revenue				Percentage of Cost of revenue						Accounts payable
Vendor A	$	-	$	3,405		-	%		100	%	$	-	$	-
Vendor B	$	2,438	$	-		100	%		-	%	$	-	$	-
Total	$	2,438	$	3,405		100	%		100	%	$	-	$	-

10. SEGMENT REPORTING

ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. The Company has single reportable segment based on business unit, apparel and garment trading business and single reportable segment based on country, China.

In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes.

F-10

	For the Three Months Ended and As of October 31, 2024
By Business Unit	Apparel & Garment Trading Business			Total
Revenue	$	4,946		$	4,946
Cost of revenue		(2,438	)		(2,438	)
General and administrative expenses		(10,909	)		(10,909	)
Loss from operations		(8,401	)		(8,401	)
Total assets	$	26,370		$	26,370
Capital expenditure	$	-		$	-

	For the Three Months Ended and As of October 31, 2023
By Business Unit	Apparel & Garment Trading Business			Total
Revenue	$	6,516		$	6,516
Cost of revenue		(3,405	)		(3,405	)
General and administrative expenses		(28,978	)		(28,978	)
Loss from operations		(25,867	)		(25,867	)
Total assets	$	18,379		$	18,379
Capital expenditure	$	-		$	-

	For the Three Months Ended and As of October 31, 2024
By Country	China			Total
Revenue	$	4,946		$	4,946
Cost of revenue		(2,438	)		(2,438	)
General and administrative expenses		(10,909	)		(10,909	)
Loss from operations		(8,401	)		(8,401	)
Total assets	$	26,370		$	26,370
Capital expenditure	$	-		$	-

	For the Three Months Ended and As of October 31, 2023
By Country	China			Total
Revenue	$	6,516		$	6,516
Cost of revenue		(3,405	)		(3,405	)
General and administrative expenses		(28,978	)		(28,978	)
Loss from operations		(25,867	)		(25,867	)
Total assets	$	18,379		$	18,379
Capital expenditure	$	-		$	-

11. SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after October 31, 2024 up through the date the Company issued the financial statements.

F-11

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

The information contained in this quarter report on Form 10-Q is intended to update the information contained in our Form 10-K dated October 10, 2024, for the year ended July 31, 2024 and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis” and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our financial statements and the notes to the financial statements included elsewhere in this Form 10-Q.

The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis” These statements are not guarantees of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarter report. You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors described in our Form S-1/A registration statement, filed on May 12, 2023, in the section entitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this quarter report on Form 10-Q. The following should also be read in conjunction with the unaudited Condensed Financial Statements and notes thereto that appear elsewhere in this report.

Company Overview

We, KEEMO Fashion Group Limited, a Nevada corporation (“the Company”) was incorporated under the laws of the State of Nevada on April 22, 2022.

KEEMO Fashion Group Limited is headquartered in Shenzhen, People Republic of China (herein referred as (“China”). We primarily operate in men and women apparel and garment trading business, focusing on wholesaling to distributors mainly based in Asian countries, sourcing directly from manufacturers in China. We do not maintain and operate any production and manufacturing of apparel facility or machine and equipment.

The Company’s executive office is located at 69, Wanke Boyu, Xili Liuxin 1^st Rd, Nanshan District, Shenzhen, Guangdong 518052, China.

-3-

Results of operations

Three months ended October 31, 2024 and 2023

Revenues

For the three months ended October 31, 2024, the Company generated revenue in the amount of $4,946. The revenue was generated as a result of the Company apparel & garment trading business.

For the three months ended October 31, 2023, the Company generated revenue in the amount of $6,516. The revenue was generated as a result of the Company apparel & garment trading business.

General and Administrative Expenses

For the three months ended October 31, 2024, the Company had general and administrative expenses in the amount of $10,909. These were primarily comprised of audit fees, stock and registrar fees, and other professional fees.

For the three months ended October 31, 2023, the Company had general and administrative expenses in the amount of $28,978. These were primarily comprised of audit fees, stock and registrar fees, and other professional fees.

Net Loss

For the three months ended October 31, 2024, the Company has incurred a net loss of $8,401.

For the three months ended October 31, 2023, the Company has incurred a net loss of $25,867.

Cash Balance

Our cash and cash equivalents are $18,141. Our cash balance is not sufficient to fund our limited levels of operations for any period of time. In order to continue our current business plan and in order to increase our current level of operations for the next twelve-month period, we require further funding.

Liquidity and Capital Resources

Cash Used in Operating Activities

Net cash used in operating activities was $1,280 for the three months ended October 31, 2024. Cash used in operating activities was attributable to net loss from operation, increase in inventory, decrease in other accruals contra by decrease in prepayment and increase in the amount due to our director, Ms. Liu Lu.

Net cash used in operating activities was $24,689 for the three months ended October 31, 2023. Cash used in operating activities was attributable to net loss from operation, increase in inventory, decrease in other accruals contra by decrease in accounts receivable, decrease in prepayment and increase in the amount due to our director, Ms. Liu Lu.

Cash Provided by Investing Activity

For the three months ended October 31, 2024 and October 31, 2023 the Company did not generate nor used any cash in investing activities.

Cash Provided by Financing Activity

For the three months ended October 31, 2024 and October 31, 2023 the Company did not generate nor used any cash in financing activities.

-4-

Critical Accounting Policies

Recent accounting pronouncements

In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023 and interim periods in fiscal years beginning after December 15, 2024, and early adoption is permitted. The Company is currently evaluating the impact of this ASU may have on its consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. The ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024, and early adoption is permitted. The Company is currently evaluating the impact of this ASU may have on its consolidated financial statements and related disclosures.

ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

ITEM 4 CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer, of the effectiveness of our disclosure controls and procedures as of October 31, 2024. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our chief executive officer concluded that our disclosure controls and procedures were not effective. The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (i) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (ii) inadequate segregation of duties and effective risk assessment; and (iii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines. The aforementioned material weaknesses were identified by our chief executive officer in connection with the review of our financial statements as of October 31, 2024.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The internal controls for the Company are provided by executive management’s review and approval of all transactions. Our internal control over financial reporting also includes those policies and procedures that:

1.	pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
2.	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management; and
3.	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

-5-

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of October 31, 2024. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of these controls.

As of October 31, 2024, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013 and SEC guidance on conducting such assessments. Based on such evaluation, the Company’s management concluded that, during the period covered by this Report, our internal control over financial reporting were not effective due to the presence of material weaknesses.

Changes in Internal Control over Financial Reporting:

There were no changes in our internal control over financial reporting during the three months ended October 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

-6-

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not subjected to nor engaged in any litigation, arbitration or claim of material importance, and no litigation, arbitration or claim of material importance is known to us to be pending or threatened by or against our Company that would have a material adverse effect on our Company’s results of operations or financial condition. Further, there are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest adverse to our Company.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

31.1	Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer
32.1	Section 1350 Certification of principal executive officer
101.INS	Inline XBRL Instance Document*
101.SCH	Inline XBRL Schema Document*
101.CAL	Inline XBRL Calculation Linkbase Document*
101.DEF	Inline XBRL Definition Linkbase Document*
101.LAB	Inline XBRL Label Linkbase Document*
101.PRE	Inline XBRL Presentation Linkbase Document*
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

-7-

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

Keemo Fashion Group Limited

(Name of Registrant)

Date: December 5, 2024
	By:	/s/ LIU LU
		Liu Lu
	Title:	Chief Executive Officer, President, Secretary, Treasurer, Director
		(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)

-8-

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, LIU LU, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Keemo Fashion Group Limited (the “Company”) for the quarter ended October 31, 2024;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: December 5, 2024	By:	/s/ LIU LU
		Liu Lu
		Chief Executive Officer, President, Secretary, Treasurer, Director
		(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION

PURSUANT TO 18

U.S.C. SECTION 1350,

AS ADOPTED

PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY

ACT OF 2002

In connection with the quarterly report of Keemo Fashion Group Limited (the “Company”) on Form 10-Q for the period ended October 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), The undersigned hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: December 5, 2024	By:	/s/ LIU LU
		Liu Lu
		Chief Executive Officer, President, Secretary, Treasurer, Director
		(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Cover - $ / shares	3 Months Ended
	Oct. 31, 2024	Dec. 05, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Oct. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2025
Current Fiscal Year End Date	--07-31
Entity File Number	333-267967
Entity Registrant Name	KEEMO FASHION GROUP LIMITED
Entity Central Index Key	0001935033
Entity Tax Identification Number	32-0686375
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	69 Wanke Boyu
Entity Address, Address Line Two	Xili Liuxin 1st Rd
Entity Address, Address Line Three	Nanshan District
Entity Address, City or Town	Shenzhen
Entity Address, Country	CN
Entity Address, Postal Zip Code	518052
City Area Code	(+86)
Local Phone Number	176-1282-2030
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		55,000,000
Entity Listing, Par Value Per Share	$ 0.001

XML

Condensed Balance Sheets - USD ($)	Oct. 31, 2024	Jul. 31, 2024
CURRENT ASSETS
Cash and cash equivalents	$ 18,141	$ 19,421
Inventories	5,170	2,527
Prepayment	3,059	6,526
TOTAL CURRENT ASSETS	26,370	28,474
TOTAL ASSETS	26,370	28,474
CURRENT LIABILITIES
Amount due to a director	80,516	69,919
Other accruals	3,200	7,500
TOTAL CURRENT LIABILITIES	83,716	77,419
TOTAL LIABILITIES	83,716	77,419
SHAREHOLDERS’ EQUITY
Common stock – Par value $ 0.001; Authorized: 75,000,000 shares; Issued and outstanding: 55,000,000 as of October 31, 2024 and July 31, 2024	5,500	5,500
Additional paid in capital	26,600	26,600
Accumulated deficit	(89,446)	(81,045)
TOTAL SHAREHOLDERS’ EQUITY	(57,346)	(48,945)
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$ 26,370	$ 28,474

XML

Condensed Balance Sheets (Parenthetical) - $ / shares	Oct. 31, 2024	Jul. 31, 2024	Apr. 22, 2022
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.001	$ 0.001	$ 0.001
Common stock, shares authorized	75,000,000	75,000,000
Common stock, shares issued	55,000,000	55,000,000
Common stock, shares outstanding	55,000,000	55,000,000

XML

Condensed Statement of Operations and Comprehensive Loss (Unaudited) - USD ($)		3 Months Ended
		Oct. 31, 2024	Oct. 31, 2023
Income Statement [Abstract]
REVENUE		$ 4,946	$ 6,516
COST OF REVENUE		(2,438)	(3,405)
GROSS PROFIT		2,508	3,111
GENERAL AND ADMINISTRATIVE EXPENSES		(10,909)	(28,978)
LOSS FROM OPERATION BEFORE INCOME TAX		(8,401)	(25,867)
OTHER INCOME
LOSS BEFORE INCOME TAX		(8,401)	(25,867)
INCOME TAX EXPENSES
NET LOSS		(8,401)	(25,867)
OTHER COMPREHENSIVE INCOME
TOTAL COMPREHENSIVE LOSS		$ (8,401)	$ (25,867)
NET LOSS PER SHARE - BASIC		$ 0.00	$ 0.00
NET LOSS PER SHARE - DILUTED		$ 0.00	$ 0.00
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC	[1]	55,000,000	55,000,000
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, DILUTED	[1]	55,000,000	55,000,000

[1] Prior period results have been adjusted to reflect the ten-for-one stock split effected in the form of a stock issuance in August 8, 2024.

XML

Condensed Statement of Operations and Comprehensive Loss (Unaudited) (Parenthetical)	Jul. 25, 2024
Income Statement [Abstract]
Stock split	ten-for-one

XML

Condensed Statement of Shareholders' Equity (Unaudited) - USD ($)		Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Jul. 31, 2023	[1]	$ 5,500	$ 26,600	$ (38,770)	$ (6,670)
Balance, shares at Jul. 31, 2023	[1]	55,000,000
Net loss				(25,867)	(25,867)
Balance at Oct. 31, 2023		$ 5,500	26,600	(64,637)	(32,537)
Balance, shares at Oct. 31, 2023		55,000,000
Balance at Jul. 31, 2024		$ 5,500	26,600	(81,045)	(48,945)
Balance, shares at Jul. 31, 2024		55,000,000
Net loss				(8,401)	(8,401)
Balance at Oct. 31, 2024		$ 5,500	$ 26,600	$ (89,446)	$ (57,346)
Balance, shares at Oct. 31, 2024		55,000,000

[1] Prior period results have been adjusted to reflect the ten-for-one stock split effected in the form of a stock issuance in August 8, 2024.

XML

Condensed Statement of Shareholders' Equity (Unaudited) (Parenthetical)	Jul. 25, 2024
Statement of Stockholders' Equity [Abstract]
Stock split	ten-for-one

XML

Condensed Statement of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Oct. 31, 2024	Oct. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (8,401)	$ (25,867)
Changes in operating assets and liabilities:
Accounts receivable		438
Inventories	(2,643)	(1,595)
Prepayment	3,467	1,124
Amount due to a director	10,597	7,311
Other accruals	(4,300)	(6,100)
Net cash used in operating activities	(1,280)	(24,689)
Effect of exchange rate changes on cash and cash equivalent
Net decrease in cash and cash equivalents	(1,280)	(24,689)
Cash and cash equivalents, beginning of period	19,421	28,743
CASH AND CASH EQUIVALENTS, END OF PERIOD	18,141	4,054
SUPPLEMENTAL CASH FLOWS INFORMATION
Income taxes paid
Interest paid

XML

ORGANIZATION AND BUSINESS BACKGROUND

3 Months Ended

Oct. 31, 2024

Accounting Policies [Abstract]

ORGANIZATION AND BUSINESS BACKGROUND

1. ORGANIZATION AND BUSINESS BACKGROUND

KEEMO Fashion Group Limited, a Nevada corporation, (herein referred as “the Company”) was incorporated under the laws of the State of Nevada on April 22, 2022.

KEEMO Fashion Group Limited is headquartered in Shenzhen, People Republic of China (herein referred as (“China”). We primarily operate in men and women apparel and garment trading business, focusing on wholesaling to distributors mainly based in China, sourcing directly from manufacturers in China. We do not maintain and operate any production and manufacturing of apparel facility or machine and equipment.

The Company’s executive office is located at 69, Wanke Boyu, Xili Liuxin 1^st Rd, Nanshan District, Shenzhen, Guangdong 518052, China.

On July 25, 2024, the Board of Directors approved a ten-for-one (10:1) forward stock split (the “Forward Split”) of the Company’s common stock, par value $0.001 per share. The Company filed a Certificate of Amendment and Restated Certificate of Incorporation (the “Certificate of Amendment”) to effect the forward stock split with the Secretary of State of Nevada on August 2, 2024. The Forward Split became effective on August 8, 2024 and our common stock began trading on a split-adjusted basis on August 9, 2024. Concurrently with the effectiveness of the split, the issued and outstanding shares of common stock increased from 5,500,000 to 55,000,000, which is proportional to the ratio of the split. All share and per share amounts presented herein have been retroactively adjusted to reflect the impact of the Forward Split.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Oct. 31, 2024

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements for KEEMO Fashion Group Limited for the period ended October 31, 2024 are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The Company has adopted July 31 as its fiscal year end.

Going Concern

For the three months ended October 31, 2024, the Company incurred a net loss of $8,401 and the current liabilities of the Company exceeded its current assets by $57,346 and has a shareholders’ deficits of $57,346. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company’s profit generating operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company expects to finance its operations primarily through cash flow from revenue and continuing financial support from a shareholder. In the event that we require additional funding to finance the growth of the Company’s current and expected future operations as well as to achieve our strategic objectives, the shareholder has indicated the intent and ability to provide additional financing.

Use of Estimates

Management uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheets, and the reported revenue and expenses during the periods reported. Actual results may differ from these estimates.

Cash and Cash Equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

Inventories

Inventories consisting of products available for sell, are stated at the lower of cost or market value. Cost of inventory is determined using the first-in, first-out (FIFO) method. Inventory reserve is recorded to write down the cost of inventory to the estimated market value due to slow-moving merchandise and damaged goods, which is dependent upon factors such as historical and forecasted consumer demand, and promotional environment. The Company takes ownership, risks and rewards of the products purchased. Write downs are recorded in cost of revenue in the statement of operations and comprehensive income (loss).

Revenue Recognition

Revenue is generated through wholesale business of men and women apparel and garment to customer. Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods and services. The Company applies the following five-step model in order to determine this amount:

(i) identification of the promised goods and services in the contract;

(ii) determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the contract;

(iii) measurement of the transaction price, including the constraint on variable consideration;

(iv) allocation of the transaction price to the performance obligations; and

(v) recognition of revenue when (or as) the Company satisfies each performance obligation.

The Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under Topic 606, the Company records revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable. The Company records revenue from the wholesale of goods upon the delivery of men and women apparel and garment to the customer.

Credit losses

The Company estimates and records a provision for its expected credit losses related to its financial instruments, including its trade receivables. Management considers historical collection rates, the current financial status of the Company’s customers, macroeconomic factors, and other industry-specific factors when evaluating current expected credit losses. Forward-looking information is also considered in the evaluation of current expected credit losses. However, because of the short time to the expected receipt of accounts receivable, management believes that the carrying value, net of expected losses, approximates fair value and therefore, relies more on historical and current analysis of such financial instruments, including its trade receivables.

To determine the provision for credit losses for accounts receivable, the Company has disaggregated its accounts receivable by class of customer at the business component level, as management determined that risk profile of the Company’s customers is consistent based on the type and industry in which they operate. Each business component is analyzed for estimated credit losses individually. In doing so, the Company establishes a historical loss matrix, based on the previous collections of accounts receivable by the age of such receivables, and evaluates the current and forecasted financial position of its customers, as available. Further, the Company considers macroeconomic factors and the status of the relevant industry to estimate if there are current expected credit losses within its trade receivables based on the trends of the Company’s expectation of the future status of such economic and industry-specific factors. Also, specific allowance amounts are established based on review of outstanding invoices to record the appropriate provision for customers that have a higher probability of default.

Accounts receivable at October 31, 2024 and October 31, 2023 there were no allowances for credit losses.

Cost of Revenue

Cost of revenue includes the purchase cost of inventories and distribute to customers and packing materials. It includes purchasing and receiving costs, internal transfer costs, other costs of distribution network, opening and closing inventory net off discount received and return outwards in cost of revenue.

Earnings Per Share

The Company reports earnings per share in accordance with ASC 260 “Earnings Per Share”, which requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average common shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. Further, if the number of common shares outstanding increases as a result of a stock dividend or stock split or decreases as a result of a reverse stock split, the computations of a basic and diluted earnings per share shall be adjusted retroactively for all periods presented to reflect that change in capital structure.

The Company’s basic earnings per share is computed by dividing the net income available to holders by the weighted average number of the Company’s ordinary shares outstanding. Diluted earnings per share reflects the amount of net income available to each ordinary share outstanding during the period plus the number of additional shares that would have been outstanding if potentially dilutive securities had been issued.

Income Taxes

The Company accounts for income taxes using the asset and liability method prescribed by ASC 740 “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the years in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

New U.S. federal tax legislation, commonly referred to as the Tax Cuts and Jobs Act (the “U.S. Tax Reform”), was signed into law on December 22, 2017. The U.S. Tax Reform modified the U.S. Internal Revenue Code by, among other things, reducing the statutory U.S. federal corporate income tax rate from 35% to 21% for taxable years beginning after December 31, 2017; limiting and/or eliminating many business deductions; migrating the U.S. to a territorial tax system with a one-time transaction tax on a mandatory deemed repatriation of previously deferred foreign earnings of certain foreign subsidiaries; subject to certain limitations, generally eliminating U.S. corporate income tax on dividends from foreign subsidiaries; and providing for new taxes on certain foreign earnings. Taxpayers may elect to pay the one-time transition tax over eight years, or in a single lump-sum payment.

Related Parties

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

Fair Value Measurement

Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures”, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The statement clarifies that the exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability in the market in which the reporting entity would transact for the asset or liability, that is, the principal or most advantageous market for the asset or liability. It also emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and that market participant assumptions include assumptions about risk and effect of a restriction on the sale or use of an asset.

This ASC establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

Recently Accounting Pronouncements

The Company has reviewed all recently issued, but not yet effective, considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.

In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023 and interim periods in fiscal years beginning after December 15, 2024, and early adoption is permitted. The Company is currently evaluating the impact of this ASU may have on its consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. The ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024, and early adoption is permitted. The Company is currently evaluating the impact of this ASU may have on its consolidated financial statements and related disclosures.

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INVENTORIES

3 Months Ended

Oct. 31, 2024

Inventory Disclosure [Abstract]

INVENTORIES

3. INVENTORIES

As of October 31, 2024 and July 31, 2024, the Company inventories consist of following:

	As of October 31, 2024		As of July 31, 2024
Finished goods	$	5,170	$	2,527
Total inventories	$	5,170	$	2,527

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PREPAYMENT

3 Months Ended

Oct. 31, 2024

Schedule Of Prepayment

PREPAYMENT

4. PREPAYMENT

As of October 31, 2024 and July 31, 2024, the Company prepayment consist of following:

	As of October 31, 2024		As of July 31, 2024
Stock & Registrar fees	$	-	$	4,690
Other professional fee		3,059		1,836
Total prepayment	$	3,059	$	6,526

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AMOUNT DUE TO A DIRECTOR

3 Months Ended

Oct. 31, 2024

Related Party Transactions [Abstract]

AMOUNT DUE TO A DIRECTOR

5. AMOUNT DUE TO A DIRECTOR

As of October 31, 2024 and July 31, 2024 the sole director of the Company advanced $80,516 and $69,919 respectively to the Company, which is unsecured and non-interest bearing with no fixed terms of repayment.

	As of October 31, 2024		As of July 31, 2024
Amount due to a director	$	80,516	$	69,919

Our director, Ms. Liu Lu, has not been compensated for the services.

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OTHER ACCRUALS

3 Months Ended

Oct. 31, 2024

Payables and Accruals [Abstract]

OTHER ACCRUALS

6. OTHER ACCRUALS

As of October 31, 2024 and July 31, 2024, accrued liabilities consist of following:

	As of October 31, 2024		As of July 31, 2024
Accrued expenses	$	3,200		7,500
Total other accruals	$	3,200	$	7,500

Accrued expenses as of October 31, 2024 and July 31, 2024 consist of accrued audit fees and other professional fee.

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SHAREHOLDERS’ EQUITY

3 Months Ended

Oct. 31, 2024

Equity [Abstract]

SHAREHOLDERS’ EQUITY

7. SHAREHOLDERS’ EQUITY

On April 22, 2022, upon the incorporation of the Company, Liu Lu, subscribed to 3,600,000 shares of common stock at par value of $0.001 per share for a total subscription value of $3,600.

On 26 July, 2023, the Company issued 1,900,000 shares of common stock being sold at $0.015 per share for a total of $28,500 through initial public offering.

On July 25, 2024, the Board of Directors approved a ten-for-one (10:1) forward stock split (the “Forward Split”) of the Company’s common stock, par value $0.001 per share. The Company filed a Certificate of Amendment and Restated Certificate of Incorporation (the “Certificate of Amendment”) to effect the forward stock split with the Secretary of State of Nevada on August 2, 2024. The Forward Split became effective on August 8, 2024 and our common stock began trading on a split-adjusted basis on August 9, 2024. Concurrently with the effectiveness of the split, the issued and outstanding shares of common stock increased from 5,500,000 to 55,000,000, which is proportional to the ratio of the split. All share and per share amounts presented herein have been retroactively adjusted to reflect the impact of the Forward Split.

As of October 31, 2024, the Company has 55,000,000 shares of common stock issued and outstanding.

The Company has 75,000,000 shares of commons stock authorized.

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INCOME TAX

3 Months Ended

Oct. 31, 2024

Income Tax Disclosure [Abstract]

INCOME TAX

8. INCOME TAX

The loss from operation before income taxes of the Company for the three months ended October 31, 2024 and 2023 were comprised of the following:

	For the three months ended October 31
	2024			2023
Tax jurisdictions from:
– Local	$	(8,401	)	$	(25,867	)
Loss before income taxes	$	(8,401	)	$	(25,867	)

United States of America

The Tax Act reduces the U.S. statutory corporate tax rate from 35% to 21% for our tax years beginning in 2018, which resulted in the re-measurement of the federal portion of our deferred tax assets from the 35% to 21% tax rate. The Company is registered in the State of Nevada and is subject to United States of America tax law. As of October 31, 2024, the operations in the United States of America incurred $89,446 of cumulative net operating losses (NOL’s) which can be carried forward to offset future taxable income. The NOL carryforwards begin to expire in 2044, if unutilized. The Company has provided for a full valuation allowance of approximately $18,784 against the deferred tax assets on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of October 31, 2024 and July 31, 2024:

	As of			As of
	October 31, 2024			July 31, 2024
Deferred tax assets:
Net operating loss carryforwards
– United States of America	$	18,784		$	8,878
Less: valuation allowance		(18,784	)		(8,878	)
Deferred tax assets	$	-		$	-

Management believes that it is more likely than not that the deferred tax assets will not be fully realizable in the future. Accordingly, the Company provided for a full valuation allowance against its deferred tax assets of $18,784 as of October 31, 2024.

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CONCENTRATIONS OF RISK

3 Months Ended

Oct. 31, 2024

Risks and Uncertainties [Abstract]

CONCENTRATIONS OF RISK

9. CONCENTRATIONS OF RISK

Customer Concentration

For the three months ended October 31, 2024, there was one customer who accounted for 100% of the Company’s revenues.

For the three months ended October 31, 2023, there was one customer who accounted for 100% of the Company’s revenues. For the three months ended October 31, 2023, the Company has accounts receivable of $6,516 from the customer.

	For the three months ended October 31
	2024		2023		2024			2023			2024		2023
	Revenue				Percentage of Revenue						Accounts receivable
Customer A	$	-	$	6,516		-	%		100	%	$	-	$	6,516
Customer B	$	4,946	$	-		100	%		-	%	$	-	$	-
Total	$	4,946	$	6,516		100	%		100	%	$	-	$	6,516

Supplier Concentration

For the three months ended October 31, 2024, there was one supplier who accounted for 100% of the Company’s cost of revenue.

For the three months ended October 31, 2023, there was one supplier who accounted for 100% of the Company’s cost of revenue. For the three months ended October 31, 2023, the Company has no accounts payable from the supplier.

	For the three months ended October 31
	2024		2023		2024			2023			2024		2023
	Cost of revenue				Percentage of Cost of revenue						Accounts payable
Vendor A	$	-	$	3,405		-	%		100	%	$	-	$	-
Vendor B	$	2,438	$	-		100	%		-	%	$	-	$	-
Total	$	2,438	$	3,405		100	%		100	%	$	-	$	-

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SEGMENT REPORTING

3 Months Ended

Oct. 31, 2024

Segment Reporting [Abstract]

SEGMENT REPORTING

10. SEGMENT REPORTING

ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. The Company has single reportable segment based on business unit, apparel and garment trading business and single reportable segment based on country, China.

In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes.

	For the Three Months Ended and As of October 31, 2024
By Business Unit	Apparel & Garment Trading Business			Total
Revenue	$	4,946		$	4,946
Cost of revenue		(2,438	)		(2,438	)
General and administrative expenses		(10,909	)		(10,909	)
Loss from operations		(8,401	)		(8,401	)
Total assets	$	26,370		$	26,370
Capital expenditure	$	-		$	-

	For the Three Months Ended and As of October 31, 2023
By Business Unit	Apparel & Garment Trading Business			Total
Revenue	$	6,516		$	6,516
Cost of revenue		(3,405	)		(3,405	)
General and administrative expenses		(28,978	)		(28,978	)
Loss from operations		(25,867	)		(25,867	)
Total assets	$	18,379		$	18,379
Capital expenditure	$	-		$	-

	For the Three Months Ended and As of October 31, 2024
By Country	China			Total
Revenue	$	4,946		$	4,946
Cost of revenue		(2,438	)		(2,438	)
General and administrative expenses		(10,909	)		(10,909	)
Loss from operations		(8,401	)		(8,401	)
Total assets	$	26,370		$	26,370
Capital expenditure	$	-		$	-

	For the Three Months Ended and As of October 31, 2023
By Country	China			Total
Revenue	$	6,516		$	6,516
Cost of revenue		(3,405	)		(3,405	)
General and administrative expenses		(28,978	)		(28,978	)
Loss from operations		(25,867	)		(25,867	)
Total assets	$	18,379		$	18,379
Capital expenditure	$	-		$	-

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SUBSEQUENT EVENTS

3 Months Ended

Oct. 31, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

11. SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after October 31, 2024 up through the date the Company issued the financial statements.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Oct. 31, 2024

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The financial statements for KEEMO Fashion Group Limited for the period ended October 31, 2024 are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). The Company has adopted July 31 as its fiscal year end.

Going Concern

Going Concern

For the three months ended October 31, 2024, the Company incurred a net loss of $8,401 and the current liabilities of the Company exceeded its current assets by $57,346 and has a shareholders’ deficits of $57,346. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company’s profit generating operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company expects to finance its operations primarily through cash flow from revenue and continuing financial support from a shareholder. In the event that we require additional funding to finance the growth of the Company’s current and expected future operations as well as to achieve our strategic objectives, the shareholder has indicated the intent and ability to provide additional financing.

Use of Estimates

Use of Estimates

Management uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheets, and the reported revenue and expenses during the periods reported. Actual results may differ from these estimates.

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

Inventories

Inventories

Inventories consisting of products available for sell, are stated at the lower of cost or market value. Cost of inventory is determined using the first-in, first-out (FIFO) method. Inventory reserve is recorded to write down the cost of inventory to the estimated market value due to slow-moving merchandise and damaged goods, which is dependent upon factors such as historical and forecasted consumer demand, and promotional environment. The Company takes ownership, risks and rewards of the products purchased. Write downs are recorded in cost of revenue in the statement of operations and comprehensive income (loss).

Revenue Recognition

Revenue Recognition

Revenue is generated through wholesale business of men and women apparel and garment to customer. Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods and services. The Company applies the following five-step model in order to determine this amount:

(i) identification of the promised goods and services in the contract;

(ii) determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the contract;

(iii) measurement of the transaction price, including the constraint on variable consideration;

(iv) allocation of the transaction price to the performance obligations; and

(v) recognition of revenue when (or as) the Company satisfies each performance obligation.

The Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under Topic 606, the Company records revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable. The Company records revenue from the wholesale of goods upon the delivery of men and women apparel and garment to the customer.

Credit losses

Credit losses

The Company estimates and records a provision for its expected credit losses related to its financial instruments, including its trade receivables. Management considers historical collection rates, the current financial status of the Company’s customers, macroeconomic factors, and other industry-specific factors when evaluating current expected credit losses. Forward-looking information is also considered in the evaluation of current expected credit losses. However, because of the short time to the expected receipt of accounts receivable, management believes that the carrying value, net of expected losses, approximates fair value and therefore, relies more on historical and current analysis of such financial instruments, including its trade receivables.

To determine the provision for credit losses for accounts receivable, the Company has disaggregated its accounts receivable by class of customer at the business component level, as management determined that risk profile of the Company’s customers is consistent based on the type and industry in which they operate. Each business component is analyzed for estimated credit losses individually. In doing so, the Company establishes a historical loss matrix, based on the previous collections of accounts receivable by the age of such receivables, and evaluates the current and forecasted financial position of its customers, as available. Further, the Company considers macroeconomic factors and the status of the relevant industry to estimate if there are current expected credit losses within its trade receivables based on the trends of the Company’s expectation of the future status of such economic and industry-specific factors. Also, specific allowance amounts are established based on review of outstanding invoices to record the appropriate provision for customers that have a higher probability of default.

Accounts receivable at October 31, 2024 and October 31, 2023 there were no allowances for credit losses.

Cost of Revenue

Cost of Revenue

Cost of revenue includes the purchase cost of inventories and distribute to customers and packing materials. It includes purchasing and receiving costs, internal transfer costs, other costs of distribution network, opening and closing inventory net off discount received and return outwards in cost of revenue.

Earnings Per Share

Earnings Per Share

The Company reports earnings per share in accordance with ASC 260 “Earnings Per Share”, which requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average common shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. Further, if the number of common shares outstanding increases as a result of a stock dividend or stock split or decreases as a result of a reverse stock split, the computations of a basic and diluted earnings per share shall be adjusted retroactively for all periods presented to reflect that change in capital structure.

The Company’s basic earnings per share is computed by dividing the net income available to holders by the weighted average number of the Company’s ordinary shares outstanding. Diluted earnings per share reflects the amount of net income available to each ordinary share outstanding during the period plus the number of additional shares that would have been outstanding if potentially dilutive securities had been issued.

Income Taxes

Income Taxes

The Company accounts for income taxes using the asset and liability method prescribed by ASC 740 “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the years in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

New U.S. federal tax legislation, commonly referred to as the Tax Cuts and Jobs Act (the “U.S. Tax Reform”), was signed into law on December 22, 2017. The U.S. Tax Reform modified the U.S. Internal Revenue Code by, among other things, reducing the statutory U.S. federal corporate income tax rate from 35% to 21% for taxable years beginning after December 31, 2017; limiting and/or eliminating many business deductions; migrating the U.S. to a territorial tax system with a one-time transaction tax on a mandatory deemed repatriation of previously deferred foreign earnings of certain foreign subsidiaries; subject to certain limitations, generally eliminating U.S. corporate income tax on dividends from foreign subsidiaries; and providing for new taxes on certain foreign earnings. Taxpayers may elect to pay the one-time transition tax over eight years, or in a single lump-sum payment.

Related Parties

Related Parties

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

Fair Value Measurement

Fair Value Measurement

Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures”, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The statement clarifies that the exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability in the market in which the reporting entity would transact for the asset or liability, that is, the principal or most advantageous market for the asset or liability. It also emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and that market participant assumptions include assumptions about risk and effect of a restriction on the sale or use of an asset.

This ASC establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

Recently Accounting Pronouncements

Recently Accounting Pronouncements

The Company has reviewed all recently issued, but not yet effective, considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.

In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023 and interim periods in fiscal years beginning after December 15, 2024, and early adoption is permitted. The Company is currently evaluating the impact of this ASU may have on its consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. The ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024, and early adoption is permitted. The Company is currently evaluating the impact of this ASU may have on its consolidated financial statements and related disclosures.

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INVENTORIES (Tables)

3 Months Ended

Oct. 31, 2024

Inventory Disclosure [Abstract]

SCHEDULE OF INVENTORIES

As of October 31, 2024 and July 31, 2024, the Company inventories consist of following:

	As of October 31, 2024		As of July 31, 2024
Finished goods	$	5,170	$	2,527
Total inventories	$	5,170	$	2,527

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PREPAYMENT (Tables)

3 Months Ended

Oct. 31, 2024

Schedule Of Prepayment

SCHEDULE OF PREPAYMENT

As of October 31, 2024 and July 31, 2024, the Company prepayment consist of following:

	As of October 31, 2024		As of July 31, 2024
Stock & Registrar fees	$	-	$	4,690
Other professional fee		3,059		1,836
Total prepayment	$	3,059	$	6,526

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AMOUNT DUE TO A DIRECTOR (Tables)

3 Months Ended

Oct. 31, 2024

Related Party Transactions [Abstract]

SCHEDULE OF AMOUNT DUE TO A DIRECTOR

	As of October 31, 2024		As of July 31, 2024
Amount due to a director	$	80,516	$	69,919

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OTHER ACCRUALS (Tables)

3 Months Ended

Oct. 31, 2024

Payables and Accruals [Abstract]

SCHEDULE OF OTHER ACCRUALS

As of October 31, 2024 and July 31, 2024, accrued liabilities consist of following:

	As of October 31, 2024		As of July 31, 2024
Accrued expenses	$	3,200		7,500
Total other accruals	$	3,200	$	7,500

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INCOME TAX (Tables)

3 Months Ended

Oct. 31, 2024

Income Tax Disclosure [Abstract]

SCHEDULE OF LOSS FROM OPERATION BEFORE INCOME TAX

The loss from operation before income taxes of the Company for the three months ended October 31, 2024 and 2023 were comprised of the following:

	For the three months ended October 31
	2024			2023
Tax jurisdictions from:
– Local	$	(8,401	)	$	(25,867	)
Loss before income taxes	$	(8,401	)	$	(25,867	)

SCHEDULE OF COMPONENTS OF AGGREGATE DEFERRED TAX ASSETS

The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of October 31, 2024 and July 31, 2024:

	As of			As of
	October 31, 2024			July 31, 2024
Deferred tax assets:
Net operating loss carryforwards
– United States of America	$	18,784		$	8,878
Less: valuation allowance		(18,784	)		(8,878	)
Deferred tax assets	$	-		$	-

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CONCENTRATIONS OF RISK (Tables)

3 Months Ended

Oct. 31, 2024

Risks and Uncertainties [Abstract]

SCHEDULE OF CONCENTRATION OF RISK

	For the three months ended October 31
	2024		2023		2024			2023			2024		2023
	Revenue				Percentage of Revenue						Accounts receivable
Customer A	$	-	$	6,516		-	%		100	%	$	-	$	6,516
Customer B	$	4,946	$	-		100	%		-	%	$	-	$	-
Total	$	4,946	$	6,516		100	%		100	%	$	-	$	6,516

Supplier Concentration

For the three months ended October 31, 2024, there was one supplier who accounted for 100% of the Company’s cost of revenue.

For the three months ended October 31, 2023, there was one supplier who accounted for 100% of the Company’s cost of revenue. For the three months ended October 31, 2023, the Company has no accounts payable from the supplier.

	For the three months ended October 31
	2024		2023		2024			2023			2024		2023
	Cost of revenue				Percentage of Cost of revenue						Accounts payable
Vendor A	$	-	$	3,405		-	%		100	%	$	-	$	-
Vendor B	$	2,438	$	-		100	%		-	%	$	-	$	-
Total	$	2,438	$	3,405		100	%		100	%	$	-	$	-

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SEGMENT REPORTING (Tables)

3 Months Ended

Oct. 31, 2024

Segment Reporting [Abstract]

SCHEDULE OF SEGMENT REPORTING

	For the Three Months Ended and As of October 31, 2024
By Business Unit	Apparel & Garment Trading Business			Total
Revenue	$	4,946		$	4,946
Cost of revenue		(2,438	)		(2,438	)
General and administrative expenses		(10,909	)		(10,909	)
Loss from operations		(8,401	)		(8,401	)
Total assets	$	26,370		$	26,370
Capital expenditure	$	-		$	-

	For the Three Months Ended and As of October 31, 2023
By Business Unit	Apparel & Garment Trading Business			Total
Revenue	$	6,516		$	6,516
Cost of revenue		(3,405	)		(3,405	)
General and administrative expenses		(28,978	)		(28,978	)
Loss from operations		(25,867	)		(25,867	)
Total assets	$	18,379		$	18,379
Capital expenditure	$	-		$	-

	For the Three Months Ended and As of October 31, 2024
By Country	China			Total
Revenue	$	4,946		$	4,946
Cost of revenue		(2,438	)		(2,438	)
General and administrative expenses		(10,909	)		(10,909	)
Loss from operations		(8,401	)		(8,401	)
Total assets	$	26,370		$	26,370
Capital expenditure	$	-		$	-

	For the Three Months Ended and As of October 31, 2023
By Country	China			Total
Revenue	$	6,516		$	6,516
Cost of revenue		(3,405	)		(3,405	)
General and administrative expenses		(28,978	)		(28,978	)
Loss from operations		(25,867	)		(25,867	)
Total assets	$	18,379		$	18,379
Capital expenditure	$	-		$	-

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ORGANIZATION AND BUSINESS BACKGROUND (Details Narrative) - $ / shares	Jul. 25, 2024	Oct. 31, 2024	Aug. 08, 2024	Aug. 02, 2024	Jul. 31, 2024	Apr. 22, 2022
Forward stock split	ten-for-one
Common stock par value		$ 0.001			$ 0.001	$ 0.001
Common stock, shares issued		55,000,000			55,000,000
Common stock, shares outstanding		55,000,000			55,000,000
Forward Split [Member]
Common stock par value	$ 0.001
Common stock, shares issued			55,000,000	5,500,000
Common stock, shares outstanding			55,000,000	5,500,000

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended
	Oct. 31, 2024	Oct. 31, 2023	Jul. 31, 2024	Jul. 31, 2023	[1]
Accounting Policies [Abstract]
Net loss	$ (8,401)	$ (25,867)
Working capital deficit	57,346
Shareholders deficits	(57,346)	(32,537)	$ (48,945)	$ (6,670)
Allowances for credit losses	$ 0	$ 0
U.S. federal corporate income tax rate	21.00%

[1] Prior period results have been adjusted to reflect the ten-for-one stock split effected in the form of a stock issuance in August 8, 2024.

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SCHEDULE OF INVENTORIES (Details) - USD ($)	Oct. 31, 2024	Jul. 31, 2024
Inventory Disclosure [Abstract]
Finished goods	$ 5,170	$ 2,527
Total inventories	$ 5,170	$ 2,527

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SCHEDULE OF PREPAYMENT (Details) - USD ($)	Oct. 31, 2024	Jul. 31, 2024
Schedule Of Prepayment
Stock & Registrar fees		$ 4,690
Other professional fee	3,059	1,836
Total prepayment	$ 3,059	$ 6,526

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SCHEDULE OF AMOUNT DUE TO A DIRECTOR (Details) - USD ($)	Oct. 31, 2024	Jul. 31, 2024
Related Party Transactions [Abstract]
Amount due to a director	$ 80,516	$ 69,919

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AMOUNT DUE TO A DIRECTOR (Details Narrative) - USD ($)	Oct. 31, 2024	Jul. 31, 2024
Related Party Transactions [Abstract]
Amount due to a director	$ 80,516	$ 69,919

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SCHEDULE OF OTHER ACCRUALS (Details) - USD ($)	Oct. 31, 2024	Jul. 31, 2024
Payables and Accruals [Abstract]
Accrued expenses	$ 3,200	$ 7,500
Total other accruals	$ 3,200	$ 7,500

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SHAREHOLDERS’ EQUITY (Details Narrative) - USD ($)	Jul. 25, 2024	Jul. 26, 2023	Oct. 31, 2024	Aug. 08, 2024	Aug. 02, 2024	Jul. 31, 2024	Apr. 22, 2022
Subsidiary, Sale of Stock [Line Items]
Common stock subscription of shares							3,600,000
Common stock par value			$ 0.001			$ 0.001	$ 0.001
Common stock subscription value							$ 3,600
Stock split	ten-for-one
Common stock, shares issued			55,000,000			55,000,000
Common stock, shares outstanding			55,000,000			55,000,000
Common stock, shares authorized			75,000,000			75,000,000
Forward Split [Member]
Subsidiary, Sale of Stock [Line Items]
Common stock par value	$ 0.001
Common stock, shares issued				55,000,000	5,500,000
Common stock, shares outstanding				55,000,000	5,500,000
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Share issued		1,900,000
Share price		$ 0.015
Share issued, value		$ 28,500

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SCHEDULE OF LOSS FROM OPERATION BEFORE INCOME TAX (Details) - USD ($)	3 Months Ended
	Oct. 31, 2024	Oct. 31, 2023
Income Tax Disclosure [Abstract]
– Local	$ (8,401)	$ (25,867)
LOSS BEFORE INCOME TAX	$ (8,401)	$ (25,867)

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SCHEDULE OF COMPONENTS OF AGGREGATE DEFERRED TAX ASSETS (Details) - USD ($)	Oct. 31, 2024	Jul. 31, 2024
Net operating loss carryforwards
– United States of America	$ 18,784	$ 8,878
Less: valuation allowance	(18,784)	(8,878)
Deferred tax assets

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INCOME TAX (Details Narrative) - USD ($)	3 Months Ended
	Oct. 31, 2024	Jul. 31, 2024
Income Tax Disclosure [Abstract]
Statutory corporate tax rate	21.00%
Cumulative net operating loss	$ 89,446
Carryforwards limitations on use	The NOL carryforwards begin to expire in 2044
Deferred tax assets valuation allowance	$ 18,784	$ 8,878

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SCHEDULE OF CONCENTRATION OF RISK (Details) - USD ($)	3 Months Ended
	Oct. 31, 2024	Oct. 31, 2023
Concentration Risk [Line Items]
Revenues	$ 4,946	$ 6,516
Percentage of cost of revenue	100.00%	100.00%
Accounts receivable		$ 6,516
Cost of revenue	2,438	3,405
Accounts payable, trade
Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Vendor A [Member]
Concentration Risk [Line Items]
Percentage of cost of revenue		100.00%
Cost of revenue		$ 3,405
Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Vendor B [Member]
Concentration Risk [Line Items]
Percentage of cost of revenue	100.00%
Cost of revenue	$ 2,438
Accounts Payable [Member] | Supplier Concentration Risk [Member] | Vendor A [Member]
Concentration Risk [Line Items]
Accounts payable, trade
Accounts Payable [Member] | Supplier Concentration Risk [Member] | Vendor B [Member]
Concentration Risk [Line Items]
Accounts payable, trade
Customer A [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member]
Concentration Risk [Line Items]
Revenues		$ 6,516
Percentage of cost of revenue		100.00%
Customer A [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member]
Concentration Risk [Line Items]
Accounts receivable		$ 6,516
Customer B [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member]
Concentration Risk [Line Items]
Revenues	$ 4,946
Percentage of cost of revenue	100.00%
Customer B [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member]
Concentration Risk [Line Items]
Accounts receivable

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CONCENTRATIONS OF RISK (Details Narrative) - USD ($)	3 Months Ended
	Oct. 31, 2024	Oct. 31, 2023
Concentration Risk [Line Items]
Concentration risk percentage	100.00%	100.00%
Accounts receivable, trade		$ 6,516
One Customer [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member]
Concentration Risk [Line Items]
Concentration risk percentage	100.00%	100.00%
Accounts receivable, trade		$ 6,516
One Supplier [Member] | Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member]
Concentration Risk [Line Items]
Concentration risk percentage	100.00%	100.00%

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SCHEDULE OF SEGMENT REPORTING (Details) - USD ($)	3 Months Ended
	Oct. 31, 2024	Oct. 31, 2023	Jul. 31, 2024
Segment Reporting Information [Line Items]
Revenue	$ 4,946	$ 6,516
Cost of revenue	(2,438)	(3,405)
General and administrative expenses	(10,909)	(28,978)
Loss from operations	(8,401)	(25,867)
Total assets	26,370	18,379	$ 28,474
Capital expenditure
CHINA
Segment Reporting Information [Line Items]
Revenue	4,946	6,516
Cost of revenue	(2,438)	(3,405)
General and administrative expenses	(10,909)	(28,978)
Loss from operations	(8,401)	(25,867)
Total assets	26,370	18,379
Capital expenditure
Apparel & Garment Trading Business [Member]
Segment Reporting Information [Line Items]
Revenue	4,946	6,516
Cost of revenue	(2,438)	(3,405)
General and administrative expenses	(10,909)	(28,978)
Loss from operations	(8,401)	(25,867)
Total assets	26,370	18,379
Capital expenditure