What changed in this filing

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Item 9A. Controls and Procedures

2026-06-29 compared with 2025-06-30 · 246 added, 153 removed, 395 unchanged (50% of the section changed)

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Controls and Procedures

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 SEC’s rules and forms and that such information is accumulated and communicated to our management, including

our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended,

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 SEC’s rules and forms and that such

information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as

appropriate to allow timely decisions regarding required disclosure.

carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer

and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of March 31, 2026.

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 and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.

Remediation Initiatives

an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we plan to initiate

the following series of measures to further strengthen the Company’s internal controls going forward:

hire a reporting manager (“Internal Finance Manager”) who has the requisite relevant U.S.

GAAP and SEC reporting experience

and qualifications;

make an overall assessment on the current finance and accounting resources and hire additional accounting members with appropriate levels

of accounting knowledge and experience;

streamline our accounting department structure and enhance our staff’s U.S.

GAAP and SEC reporting requirements on a continuous

basis through internal training provided by the Internal Finance manager;

participate in trainings and seminars provided by professional services firms on a regular basis to gain knowledge on regular U.S.

/SEC reporting requirements updates;

engage an external “Sarbanes-Oxley 404” consulting firm to help us implement Sarbanes-Oxley 404 internal controls compliance

together with the establishment of our internal audit function.

anticipate that these initiatives will be at least partially, if not fully, implemented by the end of fiscal year 2025.

Based on this evaluation,

our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March

Report on Internal Control over Financial Reporting

is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)).

The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally

accepted in the United States of America.

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.

Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the

Company conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of March 31,

2025 using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations

of the Treadway Commission (“COSO”).

material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a

reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented

or detected on a timely basis.

In its assessment of the effectiveness of internal control over financial reporting as of March 31, 2025,

the Company determined that there were control deficiencies that constituted material weaknesses, as described below.

did not maintain a sufficient complement of personnel with an appropriate level of knowledge of accounting, experience, and training

commensurate with its financial reporting requirements.

the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual

or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control

over financial reporting as of March 31, 2025 based on criteria established in Internal Control- Integrated Framework issued by COSO.

is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under

the Exchange Act.

The Company’s internal control over financial reporting is a process designed to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

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 policies or procedures may deteriorate.

the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, the Company

conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of March 31, 2026 using

the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the

Treadway Commission.

Based on this evaluation, management concluded that the Company’s internal control over financial reporting

was effective as of March 31, 2026.

in Internal Controls over Financial Reporting

was no change in the Company’s internal control over financial reporting period covered by this report that has materially affected,

or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

the quarter ended March 31, 2026, the Company continued to enhance its financial reporting process and internal control environment.

These measures included strengthening finance and accounting review procedures, improving the period-end closing and reporting process,

providing relevant U.S.

GAAP and SEC reporting training to finance and accounting personnel, and using external professional support

where appropriate to assist with financial reporting and internal control matters.

than the control enhancement measures described above, there were no changes in the Company’s internal control over financial reporting

during the quarter ended March 31, 2026 that materially affected, or are reasonably likely to materially affect, the Company’s

internal control over financial reporting.

on the Effectiveness of Controls

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issues and instances of fraud, if any, within the Company have been detected.

report of the registered public accounting firm

annual report does not include an attestation report of our independent registered public accounting firm regarding internal control

over financial reporting.

Our management’s report was not subject to attestation by our independent registered public accounting

firm pursuant to the rules of the SEC that permit us to provide only management’s report in this annual report.

Other Information

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Financial Officer and Treasurer

Operating Officer

Weilin (1)(2)(3)

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and Treasurer.

Rui, Chief Operating Officer

Rui has served as our Chief Operating Officer since December 2025.

Wu has been a director of TROOPS, Inc.

TROO) since June

24, 2024, a Nasdaq-listed company engaged in money lending, property investment, and the operation of an online fintech marketplace.

Wu is also one of the founders of Riches Holdings Limited and has served as its Chief Executive Officer since November 2017.

Holdings Limited provides family office services, asset management solutions, insurance brokerage services, and fintech-enabled financial

From December 2016 to November 2017, Mr.

Wu served as Chief Operating Officer at Reliable Wealth Management Limited, where

he built a nationwide distribution network in mainland China, managed the operations and support teams at the head office, and led the

development of the company’s CRM system.

From July 2016 to December 2016, Mr.

Wu served as a founding partner and investment director

at R&F Global Wealth Limited.

From September 2012 to June 2016, Mr.

Wu served as Assistant Associate Director at Convoy Financial

Group Limited, one of the largest financial advisory firms over the past two decades in Hong Kong.

Wu obtained a Bachelor’s

degree in Business Administration from The Chinese University of Hong Kong in November 2012.

Weilin, Independent Director

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Hamilton’s prior public company experience led to the conclusion that he should serve as a director.

Board has determined that Mr.

Hamilton satisfies the definition of “independent director” in accordance with Rule 5605(a)(2)

of the Marketplace Rules of The Nasdaq Stock Market, Inc.

and Section 10(A)(m)(3) of the Securities Exchange Act of 1934, as amended.

Hamilton has accepted our appointment to be our independent director, effective on the Appointment Effective Date.

Jiangping (Gary), Independent Director

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from the Ross School of Business at the University of Michigan and a bachelor’s degree in accounting from Tsinghua University.

Board has determined that Mr.

Xiao satisfies the definition of “independent director” in accordance with Rule 5605(a)(2)

of the Marketplace Rules of The Nasdaq Stock Market, Inc.

and Section 10(A)(m)(3) of the Securities Exchange Act of 1934, as amended.

Hamilton has accepted our appointment to be our independent director, effective on the Appointment Effective Date.

16(a) Compliance

Based solely on our review of reports filed pursuant to Section 16(a) of

the Securities Exchange Act of 1934, as amended, we believe that all reports required to be filed by our directors, executive officers

and beneficial owners of more than 10% of our Common Stock during the fiscal year ended March 31, 2026 were timely filed, except that Alex P.

Hamilton, an independent director of the Company, filed one late Form 4 reporting one transaction.

board of directors has established standing committees in connection with the discharge of its responsibilities.

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in Rule 10A-3(c).

We do not have a website containing a copy of the Audit Committee Charter.

The Audit Committee Charter describes the

primary functions of the Audit Committee, including the following:

The Audit Committee Charter describes the primary functions of the Audit Committee, including the following:

the Company’s accounting and financial reporting processes;

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the steps management has taken to monitor and control such exposures;

and discussing with management the Company’s audited financial statements and reviewing with management and the Company’s independent

registered public accounting firm the Company’s financial statements prior to the filing with the SEC of any report containing

such financial statements;

and discussing with management the Company’s audited financial statements and reviewing with management and the Company’s

independent registered public accounting firm the Company’s financial statements prior to the filing with the SEC of any report

containing such financial statements;

to the board that the Company’s audited financial statements be included in its annual report on Form 10-K for the last fiscal

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accounting firm engaged to prepare or issue an audit report for the Company;

or recommending that the board take, appropriate action to oversee and ensure the independence of the Company’s independent registered

public accounting firm;

or recommending that the board take, appropriate action to oversee and ensure the independence of the Company’s independent

registered public accounting firm;

major changes to the Company’s auditing and accounting principles and practices as suggested by the Company’s independent

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Hamilton and Xiao Jiangping (Gary) are independent under the

applicable Nasdaq listing standards, including the enhanced requirements applicable to compensation committee members, and all current

members qualify as a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.

The Board has determined

that each of the members of the Compensation Committee is an “outside director” as that term is defined in Section 162(m)

of the Revenue Code, or Section 162(m).

applicable Nasdaq listing standards, including the enhanced independence requirements applicable to compensation committee members.

addition, each member of the Compensation Committee qualifies as a non-employee director as defined in Rule 16b-3 under the Exchange

Compensation Committee operates pursuant to a written charter that is available on the Company’s website at:

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Hong Zhida’s services as both chief executive officer and chairman of the board is in

the best interest of the Company and its shareholders.

the best interest of the Company and its stockholders.

Hong Zhida possesses detailed and in-depth knowledge of the issues, opportunities

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Relationships

Hong Zhida, an executive officer of the Company, and Mr.

Hong Zhida, the chief executive officer and director of the Company, and Mr.

Hong Zhiwang, a director of the Company, are brothers.

Apart from this, there

are no family relationships between any director or executive officer of the Company.

from this, there are no family relationships between any director or executive officer of the Company.

in Certain Legal Proceedings

Trading Arrangements and Policies

have a written insider trading policy that applies to our directors, officers, employees and contractors, including

our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar

We intend to disclose future amendments to such policy, or any waivers of its requirements, applicable to any principal executive

officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions or our directors

on our website identified above or in a current report on Form 8-K that we would file with the SEC.

have a written insider trading policy that applies to our directors, officers, employees and contractors, including our principal executive

officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions.

to disclose future amendments to such policy, or any waivers of its requirements, applicable to any principal executive officer, principal

financial officer, principal accounting officer or controller, or persons performing similar functions or our directors on our website

identified above or in a current report on Form 8-K that we would file with the SEC.

directors and executive officers may adopt written plans, known as Rule 10b5-1 plans, in which they will contract with a broker to buy

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Compensation Table

Summary Compensation Table Name and Principal Position

Name and Principal Position

Stock Awards ($)

Option Awards ($)

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All Other Compensation

are no current employment agreements between the Company and its officers.

(Chief Executive Officer)

(Chief Financial Officer)

(Chief Operating Officer)

On August 11, 2025, the Company issued and granted shares of Common Stock to certain directors and executive officers pursuant to the

2024 Equity Incentive Plan.

Hong Zhida and Mr.

Huang Chao each received 23,095 shares (prior to giving effect to the 1-for-15 reverse stock split effective March 30, 2026).

The stock award amounts shown

above were calculated based on $0.433 per share, the last reported sale price of the Company’s Common Stock on Nasdaq on August

8, 2025, as disclosed in the Company’s Form S-8 filed on August 11, 2025.

Wu was appointed by the Company on December 12, 2025.

Hong Zhida is the Company’s Chief Executive Officer, President and Secretary.

There is no employment agreement between the Company

and Hong Zhida.

Hong’s compensation is $1,436 per month.

Hong may be entitled to options from time to time as authorized and approved by the Compensation Committee or the Board of Directors.

Huang Chao as the Company’s Chief Financial Officer and Treasurer.

Hong may be entitled to options from time to time as authorized

and approved by the Compensation Committee or the Board of Directors.

On August 11, 2025, the Board approved an increase in Mr.

Zhida’s annual salary from $17,229 to $200,000, effective immediately.

The salary amount shown for fiscal year 2026 reflects a

pro-rated amount based on the prior annual salary through August 10, 2025 and the increased annual salary beginning August 11, 2025.

Huang Chao is the Company’s Chief Financial Officer and Treasurer.

On April 15, 2019, the Company entered into an employment agreement

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and approved by the Compensation Committee or the Board of Directors.

Disclosure to Summary Compensation Table

are no annuity, pension or retirement benefits proposed to be paid to the officer or director or employees in the event of retirement

at normal retirement date pursuant to any presently existing plan provided or contributed to by the Company or any of its subsidiaries,

Wu Rui is the Company’s Chief Operating Officer.

On December 12, 2025, the Company entered into an employment agreement with Mr.

Pursuant to the agreement, Mr.

Wu is entitled to an annual salary of $12,000, payable on the last day of each calendar year.

agreement contains customary termination, confidentiality, non-solicitation and indemnification provisions.

Wu may be entitled to

options from time to time as authorized and approved by the Compensation Committee or the Board of Directors.

May 28, 2024, our Board adopted our 2024 Equity Incentive Plan (the “2024 Equity Incentive Plan”), which was approved by

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of the Board or advisory board of our company and our subsidiaries, and to chart our course towards continued growth and financial success.

The maximum number of shares of Common Stock issuable under the 2024 Equity Incentive Plan is 89,667 shares of Common Stock (after giving

effect to the Company’s 1-for-15 reverse stock split effected on March 30, 2026).

of Plan-Based Awards

date, there have been no grants or plan-based awards.

August 11, 2025, and the Company granted an

aggregate of 161,665 shares of Common Stock, or 10,778 shares after giving effect to the 1-for-15 reverse stock split effective

March 30, 2026, to

certain directors and executive officers pursuant to the 2024 Equity Incentive Plan.

The recipients were Hong Zhida, Huang Chao,

Hong Zhiwang, Alex P.

Hamilton, Li Weilin and Xiao Jiangping (Gary).

Before giving effect to the reverse stock split, Hong Zhiwang

received 46,190 shares and each of the other recipients received 23,095 shares.

These incentive shares vested immediately.

stock-based compensation expense recognized in connection with these shares was $70,001.

March 24, 2026, the Compensation Committee approved equity awards under the Company’s 2024 Equity Incentive Plan to Mr.

Zhida, the Company’s Chief Executive Officer, and Mr.

Wu Rui, the Company’s Chief Operating Officer.

The awards were

granted on April 8, 2026 and vested immediately upon grant.

Pursuant to the awards, Mr.

Wu Rui received 66,667 shares of common

stock and Mr.

Hong Zhida received 12,222 shares of common stock (in each case after giving effect to the March 30, 2026 reverse

stock split).

Because the grant date occurred after March 31, 2026, these awards are not reflected in the fiscal 2026 Summary Compensation

Equity Awards

date, there have been no outstanding equity awards.

of March 31, 2026, there were no outstanding equity awards held by our named executive officers.

Exercises and Stock Vested

date, there have been no options exercised by our named officers.

No options were exercised by our named executive officers during the

fiscal year ended March 31, 2026.

The stock awards granted on August 11, 2025 vested immediately upon grant.

Compensation Table

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(Independent Director)

Hong Zhida served as a director during fiscal years ended March 31, 2026 and 2025.

Compensation received by Mr.

Hong Zhida is reported

in the Summary Compensation Table and is therefore not included in the Director Compensation Table.

Li Weilin has entered into an independent director agreement with the company, pursuant to which Mr.

Li will receive annual cash compensation

Li receives annual cash compensation

of $15,000 payable quarterly in advance on the first business day of each calendar quarter.

Hamilton has entered into an independent director agreement with the Company, pursuant to which Mr.

Hamilton will receive annual

Hamilton receives annual

cash compensation of $15,000 payable quarterly in advance on the first business day of each calendar quarter.

Xiao Jiangping (Gary) has entered into an independent director agreement with the Company, pursuant to which Mr.

Xiao will receive annual

Xiao receives annual

cash compensation of $15,000 payable quarterly in advance on the first business day of each calendar quarter.

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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

following table sets forth, as of June 29, 2025, certain information concerning the beneficial ownership of our Common Stock by (i) each

stockholder known by us to own beneficially five percent or more of our outstanding Common Stock or series a common stock;

(iii) each named executive officer;

and (iv) all of our executive officers and directors as a group, and their percentage ownership

and voting power.

The column entitled “Percentage Ownership of Shares of Common Stock” is based on a total of 10,090,963 shares

of our issued and outstanding Common Stock.

information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of

the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose.

Under these rules, a person

is deemed to be a “beneficial owner” of a security if that person has or shares the power to vote or direct the voting of

the security or the power to dispose or direct the disposition of the security.

A person is deemed to own beneficially any security as

to which such person has the right to acquire sole or shared voting or investment power within sixty (60) days through the conversion

or exercise of any convertible security, warrant, option, or other right.

More than one (1) person may be deemed to be a beneficial owner

of the same securities.

The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number

of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting

or investment power within sixty (60) days, by the sum of the number of shares outstanding as of such date.

Consequently, the denominator

used for calculating such percentage may be different for each beneficial owner.

Except as otherwise indicated below and under applicable

community property laws, we believe that the beneficial owners of our common stock listed below have sole voting and investment power

with respect to the shares shown.

following table provides information regarding shares outstanding and available for issuance under our existing equity compensation plans

as of March 31, 2026.

Compensation Plan Information

May 28, 2024, our Board adopted our 2024 Equity Incentive Plan, which was approved by our stockholders at our annual meeting of stockholders

held on June 28, 2024.

The 2024 Equity Incentive Plan gives us the ability to grant stock options, stock appreciation rights, restricted

stock and other stock-based awards to officers, directors, employees and consultants of the Company or any of its subsidiaries, and to

non-employee members of our advisory board, our Board or the board of directors of any of our subsidiaries.

The shares covered by the

2024 Equity Incentive Plan were originally 1,345,000 shares of Common Stock.

After giving effect to the 1-for-15 reverse stock split

of our Common Stock that became effective on March 30, 2026, the number of shares reserved for issuance under the 2024 Equity Incentive

Plan was adjusted to approximately 89,667 shares of Common Stock, subject to confirmation of the applicable rounding treatment under

the plan and applicable law.

following table reflects the shares available for issuance under our 2024 Equity Incentive Plan as of the end of the most recently completed

Plan category

Number of shares of common stock to be issued upon vesting of outstanding

RSUs, options, warrants, and rights (1)

Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights

Number of shares of common stock remaining available for future Issuance (2)

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

As of March 31, 2026, no options, warrants or other rights were outstanding under the Company’s 2024 Equity Incentive Plan.

fiscal 2026, the Company granted fully vested shares of common stock under the plan, which were issued immediately and therefore are

not reflected in column (a).

As of March 31, 2026, 78,889 shares remained available for future issuance under the 2024 Equity Incentive Plan.

On March 24, 2026, the

Compensation Committee approved equity awards to certain executive officers under the 2024 Equity Incentive Plan.

The grant date of such

awards was April 8, 2026.

Because the grant date occurred after March 31, 2026, such awards are not reflected in the table above.

following table sets forth, as of June 29, 2026, certain information concerning the beneficial ownership of our Common Stock by (i) each of our named executive officers, (ii) each of our directors, (iii) all of our executive officers and directors

as a group, and (iv) each person or entity known by us to beneficially own more than five percent of our Common Stock.

The percentages shown below are based on 1,031,435 shares of Common Stock

outstanding as of June 29, 2026.

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment

power with respect to securities.

Shares issuable upon the exercise or conversion of securities exercisable or convertible within 60 days

of June 29, 2026 are deemed outstanding for purposes of computing the percentage ownership of the person holding such securities, but

are not deemed outstanding for purposes of computing the percentage ownership of any other person.

Name and Address (1)

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Xiao Jiangping (Gary)

All Officers and Directors (six persons)

All Officers and Directors (seven persons)

Owner of more than 5% of Class

Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B (2)

as otherwise set forth below, the address of each beneficial owner is c/o Addentax Group Corp., Kingkey 100, Block A, Room 4805,

Luohu District, Shenzhen City, China 518000.

Capital LLC, the investment manager to Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, has discretionary authority

to vote and dispose of the shares held by Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B and may be deemed to

be the beneficial owner of these shares.

Waqas Khatri, in his capacity as Managing Member of Ayrton Capital LLC, may also be deemed

to have investment discretion and voting power over the shares held by Alto Opportunity Master Fund, SPC - Segregated Master Portfolio

Ayrton Capital LLC and Mr.

Khatri each disclaim any beneficial ownership of these shares.

The address of Ayrton Capital LLC is

55 Post Rd West, 2nd Floor, Westport, CT 06880.

Based solely on the ownership disclosed in the holder’s Schedule 13G/A, filed with the SEC on February 13,

Certain Relationships, Related Transactions and Director Independence

Board of Directors determines the independence of its directors in accordance with the independence requirements of the Nasdaq Listing

In making independence determinations, the Board considers all relevant facts and circumstances, including whether any relationship

exists that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Board has determined that Alex.

Hamilton, Li Weilin and Xiao Jiangping (Gary) satisfy the independence requirements of the Nasdaq

Listing Rules.

Hong Zhida, the chief executive officer and director of the Company, and Mr.

Hong Zhiwang, a director of the Company, are brothers.

from this, there are no family relationships between any director or executive officer of the Company.

Relationships and Related Transactions

of Related Parties

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legal representative of XKJ

legal representative of YBY, ceased to be related party at August 31, 2024 when YBY was disposed of.

Rui and Riches Affiliated Parties (1)

Wu Rui is the Chief Operating Officer of the Company.

The Riches Affiliated Parties are affiliated with Mr.

Wu Rui and were involved

in the Company’s related-party share exchange transaction.

related parties

shareholders, directors and related parties

For purposes of this section, “Riches Affiliated Parties” refers to Riches FO Holdings Limited, Riches Family Office Limited

and Riches Elite Technology (Shenzhen) Co., Ltd.

Riches FO Holdings Limited is controlled by Mr.

Wu Rui, the Company’s Chief Operating

Officer, and was the seller in the Company’s related-party share exchange transaction involving Riches Family Office Limited.

Elite Technology (Shenzhen) Co., Ltd.

is the operating subsidiary of Riches Family Office Limited.

Company leases Shenzhen XKJ office rent-free from Bihua Yang.

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provided guarantee to the consideration receivable of transfer of a debt security to a third

May 15, 2026, the Company entered into a Share Exchange Agreement with Yingxi Industrial Chain Investment Co., Ltd., Riches Family Office

Limited, Riches FO Holdings Limited and Mr.

Wu Rui, the Company’s Chief Operating Officer and sole shareholder of Riches FO Holdings

to the agreement, Yingxi agreed to acquire 41.67% of the issued and outstanding equity interests of Riches Family Office Limited from

Riches FO Holdings Limited in exchange for the issuance by the Company of 33,500 shares of Common Stock to Mr.

The transaction

constitutes a related-party transaction and was approved by the Audit Committee and the Board of Directors on May 15, 2026.

Company had the following related party balances at the end of the years:

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Bihua Yang (2)

Riches group companies

Related party borrowings

Hongye Financial Consulting (Shenzhen) Co., Ltd.

Dewu Huang (3)

Jinlong Huang

increase of related party from Hong Zhida was short term loan to Hong Zhida, which is interest free and would be repaid in one year.

increase of related party debt from Yang Bihua was mainly due to the cash paid in advance to Yang Bihua.

During year ended March

31, 2025, the Company received financial support of approximately $0.8 million from Yang Bihua and provided a short term loan of

approximately $1.3 million to Yang Bihua.

Company received financial support from Huang Dewu to fund company’s daily operation.

The decrease is because YBY was disposed

of in August 2024.

Riches’ affiliated companies

Keemo’s related parties

increase in the balance due from Hong Zhida primarily resulted from short term loan made to Hong Zhida, which is interest free and

would be repaid in one year.

decrease of related party debt from Yang Bihua was mainly due to repayment from Yang Bihua.

borrowing balances of related parties are unsecured, non-interest bearing and repayable on demand.

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All other fees

fees consist of fees incurred for professional services rendered for the audit of financial statements, for reviews of our fiscal year

end financial statements included in our quarterly reports on Form 10-Q and for services that are normally provided in connection with

statutory or regulatory filings or engagements.

The aggregate fees in connection with services rendered by Pan-China Singapore PAC was

$120,000 for both years ended March 31, 2025 and 2024.

fees consist of fees incurred for professional services rendered for the audit of financial statements, for reviews of our interim

financial statements included in our quarterly reports on Form 10-Q and for services that are normally provided in connection with statutory

or regulatory filings or engagements.

March 25, 2026, the Company dismissed Pan-China Singapore PAC as the Company’s independent registered public accounting firm and

appointed HML PLT as the Company’s independent registered public accounting firm for the fiscal year ended March 31, 2026.

audit fees for the year ended March 31, 2026 were billed, or are expected to be billed, by HML PLT.

The audit fees for the year ended

March 31, 2025 were billed by Pan-China Singapore PAC.

Board pre-approves all services provided by our independent auditors.

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Exhibits, Financial Statement Schedules.

following exhibits are included as part of this report by reference:

(a) Financial Statements

We have filed the financial statements in Item 8.

Financial Statements and Supplementary Data as a part of this Annual Report on Form 10-K.

following is a list of all exhibits filed or incorporated by reference as part of this annual report on Form 10-K.

Articles of Incorporation

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for 1-for-10 Reverse Stock Split

Certificate of Amendment to the Articles of Incorporation

Description of Securities.

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2024 Equity Incentive Plan

Share Exchange Agreement dated May 15, 2026 by and among the Company, Yingxi Industrial Chain Investment co., Ltd, Riches Family Office Limited, Riches FO Holdings Limited and Mr.

Share Exchange Agreement dated April 22, 2026 by and among the Company, Yingxi Industrial Chain Investment Co., Ltd, Time is Loan Limited and OR Shan Shan

Stock Purchase Agreement dated February 17, 2026

Bond Transfer Agreement dated February 18, 2026

Code of Ethics

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Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

Relating to Recovery of Erroneously Awarded Compensation

Instance Document +

Taxonomy Extension Schema Document +

Taxonomy Extension Calculation Linkbase Document +

Taxonomy Extension Definitions Linkbase Document +

Taxonomy Extension Label Linkbase Document +

Taxonomy Extension Presentation Linkbase Document +

Policy Relating to Recovery of Erroneously Awarded Compensation

XBRL Instance Document +

XBRL Taxonomy Extension Schema Document +

XBRL Taxonomy Extension Calculation Linkbase Document +

XBRL Taxonomy Extension Definitions Linkbase Document +

XBRL Taxonomy Extension Label Linkbase Document +

XBRL Taxonomy Extension Presentation Linkbase Document +

Page Interactive Data File (embedded within the Inline XBRL document)

Filed herewith

* In accordance with Item 601(b)(32)(ii)

of Regulation S-K and SEC Release No.

34-47986, the certifications furnished in Exhibits 32.1 and 32.2 herewith are deemed to accompany

this Form 10-K and will not be deemed filed for purposes of Section 18 of the Exchange Act.

Such certifications will not be deemed to

be incorporated by reference into any filings under the Securities Act or the Exchange Act.

permitted, the registrant has elected not to supply a summary of information required by Form 10-K.

12 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures