What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-12-15 compared with 2024-12-09 · 809 added, 585 removed, 452 unchanged (76% of the section changed)

1 unchanged sentence

TO FINANCIAL STATEMENTS

Statements as of and for the Fiscal Years Ended September 30, 2024 and 2023

Financial Statements as of and for the Fiscal Years

Ended September 30, 2025 and 2024

Report of Independent Registered Public Accounting Firm PCAOB ID# ( 7095 )

6 unchanged sentences

of Independent Registered Public Accounting Firm

and Board of Directors

the Stockholders and Board of Directors

Holdings Inc.

on the Consolidated Financial Statements

have audited the accompanying consolidated balance sheet of Inno Holdings Inc.

on the Financial Statements

have audited the accompanying consolidated balance sheets of Inno Holdings Inc.

and its subsidiaries (the “Company”) as of

September 30, 2024, the related consolidated statements of operations, changes in stockholders' equity, and cash flows for the year then

ended, and the related notes (collectively referred to as the "consolidated financial statements").

In our opinion, the consolidated

financial statements present fairly, in all material respects, the financial position of the Company at September 30, 2024, and the results

of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United

States of America.

September 30, 2025, the related consolidated statements of operations and comprehensive income (loss), consolidated statement of changes

in stockholders’ equity, and consolidated statement of cash flows for the years ended September 30, 2025, and the related notes

(collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements

present fairly, in all material respects, the financial position of the Company as of September 30, 2025, and the results of its operations

and its cash flows for the years ended September 30, 2025, in conformity with accounting principles generally accepted in the United

States of America (“US GAAP”).

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note

2 to the financial statements, the Company incurred an accumulated deficit of $14,818,007 and a negative cash flow from operations amounting

to $4,728,738 for year ended September 30, 2025.

This raises substantial doubt about the Company’s ability to continue as a going

Management’s plans in regard to these matters are also described in Note 2.

The consolidated financial statements do not

include any adjustments that might result from the outcome of this uncertainty.

consolidated financial statements are the responsibility of the Company’s management.

2 unchanged sentences

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company

in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission

and the PCAOB.

Company Accounting Oversight Board (United States) (the “PCAOB”) and are required to be independent with respect to the Company

in accordance with the United States federal securities laws.

and the applicable rules and regulations of the Securities and Exchange

Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

12 unchanged sentences

We believe that our audit provides a reasonable basis for our opinion.

critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that

was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material

to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined

that there are no critical audit matters.

Simon & Edward, LLP (PCAOB

JWF Assurance PAC

have served as the Company’s auditor since 2025.

Heights, California

Assurance PAC

ID Number 7095

of Independent Registered Public Accounting Firm

the shareholders and the board of directors of INNO HOLDINGS INC.

on the Financial Statements

have audited the accompanying consolidated balance sheet of INNO HOLDINGS INC.

and its subsidiaries (the Company) as of September 30,

2023 and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the year ended September

30, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the

consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 30,

2023, and the results of its operations and its cash flows for the year ended September 30, 2023, in conformity with accounting principles

generally accepted in the United States of America.

Concern Matter

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

in Note 2 to the consolidated financial statements, the Company has suffered recurring losses from operations that raises substantial

doubt about its ability to continue as a going concern.

Management’s plans regarding these matters are also described in Note 2

to the consolidated financial statements.

The financial statements do not include any adjustments that might result from the outcome

of this uncertainty.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance

with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control over financial reporting.

and Board of Directors

Holdings Inc.

on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Inno Holdings

and its subsidiaries (the “Company”) as of September 30, 2024, the related consolidated statements of operations, changes

in stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated

financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial

position of the Company at September 30, 2024, and the results of its operations and its cash flows for the year then ended, in conformity

with accounting principles generally accepted in the United States of America.

These consolidated financial statements are the responsibility of the Company’s

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.

are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are

required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements

are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform,

an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal

control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal

control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

served as the Company’s auditor from 2022 to 2024.

Bar, California

Our audit included performing procedures to assess the risks of material

misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as

evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for

The critical audit matter communicated below is a matter arising from the

current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially

challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

Simon & Edward, LLP (PCAOB ID:

have served as the Company’s auditor since 2024.

Heights, California

9, 2024, except for Note 10 which is dated December 12, 2025

HOLDINGS INC.

1 unchanged sentence

Balance Sheets

of September 30, 2024 and September 30, 2023

Current assets

Cash and cash

Accounts receivable, net

Deferred offering costs

and other current assets

of September 30, 2025 and 2024

September 30, 2025

September 30, 2024

Current assets

Non-current assets

Property and equipment,

non-current assets

Cash and cash equivalent

Prepayments and other current assets

Current assets from discontinued operations

Total current assets

Non-current assets

LIABILITIES AND

Goodwill, net

Equity investment

Total non-current assets

LIABILITIES AND EQUITY

Current liabilities

Accounts payable

Accounts payable –

related party

Accounts payable

Unearned revenue

Other payables and accrued

Other payables –

related party

Other payables

Advance from customer

Other payables and accrued liabilities

Short-term loan payable

Lease liability –

notes payable – current portion

current liabilities

Non-current liabilities

Notes payable

liability – non-current

Current liabilities from discontinued operations

Total current liabilities

Non-current liabilities

Commitments and contingency

SEPA liabilities

Total non-current liabilities

Total liabilities

HOLDINGS INC.

1 unchanged sentence

Balance Sheets

of September 30, 2024, and September 30, 2023

Stockholders’ Equity (Deficit)

Common stock, no

of September 30, 2025 and 2024

September 30, 2025

September 30, 2024

Stockholders’ Equity

Common stock, no par value;

100,000,000 shares authorized;

and 1,825,173

shares issued and outstanding on September 30, 2024 and September

paid in capital

12,948,480 and 2,279,960 shares issued and

outstanding on September 30, 2025 and September 30, 2024 *

Additional paid in capital

Accumulated deficit

1 unchanged sentence

( 7,738,644 )

Non-controlling

equity (deficit)

( 1,943,586 )

liabilities and equity (deficit)

Non-controlling interest

Total liabilities and equity

Adjusted retroactively

5 unchanged sentences

the Years Ended September 30, 2025 and 2024

the Years Ended

- consulting services

– licensing income

AND EXPENSES:

of materials and labor

general and administrative expenses (exclusive of expenses shown separately below)

costs and expenses

FROM OPERATIONS

the Years Ended September 30,

Revenue - products

Total revenue

COSTS OF REVENUE:

Costs of goods sold

Total cost of sales

OPERATING EXPENSES:

Selling, general and administrative expenses (exclusive of expenses shown separately below)

Impairment loss on goodwill

Total operating expenses

LOSS FROM OPERATIONS

( 4,362,473 )

OTHER INCOME (EXPENSE)

Interest income, net

Loss on investment disposal

( 2,152,522 )

INCOME (EXPENSE)

income (expenses), net

non-operating income (expense)

other income (expenses), net

BEFORE INCOME TAXES

Change in fair value of SEPA

Other non-operating income, net

Total other (expenses) income, net

( 2,450,777 )

LOSS BEFORE INCOME TAXES

( 6,813,250 )

FOR INCOME TAXES

INCOME TAX EXPENSE

NET LOSS FROM CONTINUING OPERATIONS

( 6,814,050 )

Net loss from discontinued operations

( 2,643,435 )

Non-controlling

LOSS ATTRIBUTABLE TO INNO HOLDINGS INC.

$ ( 7,009,846 )

$ ( 3,251,127 )

AVERAGE NUMBER OF COMMON STOCK

Adjusted retroactively for

reverse stock split that occurred on October 9, 2024, see Note 2.

The computation of basic and diluted Losses Per Share were retroactively

adjusted for all periods presented.

Non-controlling interest

NET LOSS ATTRIBUTABLE TO INNO HOLDINGS INC.

$ ( 7,079,363 )

$ ( 3,213,829 )

WEIGHTED AVERAGE NUMBER OF COMMON STOCK*

Basic and Diluted

LOSSES PER SHARE

Basic and Diluted from Continuing Operation

Basic and Diluted from Discontinuing Operation

Basic and Diluted, Total

Adjusted retroactively

for reverse stock split that occurred on October 9, 2024, see Note 2.

The computation of basic and diluted Losses Per Share were

retroactively adjusted for all periods presented.

accompanying notes are an integral part of these Consolidated Financial Statements.

3 unchanged sentences

the Years Ended September 30, 2025 and 2024

Balance, September 30, 2022

$ ( 629,037 )

$ ( 121,345 )

( 3,895,778 )

( 4,023,204 )

Shares issued for cash

issued for service

Common Stock*

Balance, September 30, 2023

4 unchanged sentences

( 3,251,127 )

$ ( 1,943,586 )

( 3,213,829 )

( 3,251,127 )

Shares issued upon IPO

Shares issued upon IPO completion

Disposal of subsidiary

1 unchanged sentence

Shares issued for service

shares round up due to reverse stock split

Fractional shares round up due to reverse stock split

Balance, September 30, 2024

2 unchanged sentences

( 7,009,846 )

Disposal of subsidiary

Stock-based compensation

Shares issued for cash

Balance, September 30, 2025

$ ( 14,818,007 )

Adjusted retroactively for

reverse stock split that occurred on October 9, 2024, see Note 2.

Adjusted retroactively

for reverse stock split that occurred on October 9, 2024, see Note 2.

All references to number of shares, and to per share information

4 unchanged sentences

Statements of Cash Flows

the Years Ended

the Years Ended September 30, 2025 and 2024

the Years Ended September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss from continuing operations

$ ( 6,814,050 )

$ ( 607,692 )

Adjustments to reconcile

net income to cash used in operating activities:

Depreciation expense

Stock-based compensation

Non-cash operating lease

Bad debt expense

Loss from settlement

Fixed assets disposal loss

Subsidiary disposal loss

Impairment loss

Change in operating assets

and liabilities

Accounts receivable

Accounts receivable –

related party

Net loss from discontinuing operations

( 2,606,137 )

Adjustments to reconcile net income to cash used in operating activities:

Stock-based compensation expense

Loss from investment disposal

Impairment loss on goodwill

Change in fair value of SEPA

( 2,107,000 )

Deferred offering costs

Prepayments and other current

Other non-current assets

Accounts payable

Prepayments and other current assets

( 3,844,630 )

Accounts payable

related party

Unearned revenue

Accounts payable - related party

Advance from customer

Operating lease liabilities

Other current liabilities

non-current liabilities

Net cash used in operating

Other payables and accrued liabilities

Operating cash flow used by discontinued operations

Net cash used in operating activities

( 4,728,738 )

1 unchanged sentence

CASH FLOWS FROM INVESTING ACTIVITIES:

Fixed assets additions

from fixed assets disposal

Net cash used in investing

Purchase of investment in equity investee

( 3,602,600 )

Proceed from investment disposal

Net cash used in investing activities by discontinued operations

Net cash used in investing activities

( 3,277,453 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from related parties

Payments to related parties

Proceeds from short-term

Payments to short-term

Payment to long-term note

Payments to short-term loans

Warrants assumption

issued for cash

Net cash provided by financing

CHANGES IN CASH

CASH AND CASH EQUIVALENT,

beginning of period

Proceeds from IPO

Shares issued for cash

Net cash used in financing activities by discontinued operations

Net cash provided by financing activities

CHANGES IN CASH AND CASH EQUIVALENT

CASH AND CASH EQUIVALENT, beginning of period

CASH AND CASH EQUIVALENT, ending of period

SUPPLEMENTAL CASH FLOW INFORMATION:

paid for income tax

Cash paid for income tax

Cash paid for interest

Noncash deferred offering

costs offset to APIC upon IPO completion

Right-of-use assets obtained

in exchange for operating lease liabilities

Deposit applied to lease

Noncash deferred offering costs offset to APIC upon IPO completion

Right-of-use assets obtained in exchange for operating lease liabilities

Deposit applied to lease liability

accompanying notes are an integral part of these Consolidated Financial Statements.

22 unchanged sentences

Upon completion of the transaction, IMSC became a 100 % owned subsidiary of the Company.

Research Institute LLC (“IRI”), a Texas limited liability company incorporated on September 8, 2021, is a 65 % owned subsidiary

Research Institute LLC (“IRI”), a Texas limited liability company was formed on September 8, 2021, is a 65 % owned subsidiary

On January 27, 2024, IRI was voluntarily terminated and resulted in a disposal loss of $ 23,715 .

1 unchanged sentence

out by IRI will be transferred to Inno AI Tech Corp, a new subsidiary of the Company.

January 21, 2024, the Company established Inno Disrupts Inc., a wholly owned subsidiary in Texas.

January 21, 2024, the Company incorporated Inno Disrupts Inc., a wholly owned subsidiary in Texas.

The purpose of Inno Disrupts Inc.

to remodel buildings using the Company’s framing steel products, enhance producing and marketing capabilities, manage the designated

is to remodel buildings using the Company’s framing steel products, enhance producing and marketing capabilities, manage the designated

buildings in US, and other activities.

February 11, 2024, the Company formed Inno AI Tech Corp., a wholly owned entity to conduct AI tech research and consulting activities.

February 11, 2024, the Company incorporated Inno AI Tech Corp., a wholly owned entity to conduct AI tech research and consulting activities.

October 18, 2024, the Company completed the acquisition of 10,000 shares of Lear Group Limited (“Lear”), a Hong Kong company,

from its shareholder for a total consideration of $ 1,300 .

As a result of this transaction, Lear became a wholly-owned subsidiary of the

The acquisition of Lear was undertaken to support the Company’s entry into a new business initiative focused on electronic

product trading.

December 13, 2024, the Company completed the acquisition of 10,000 shares of Baymax High Technology Co., Limited (“Baymax”),

a Hong Kong company, from its shareholder for a total consideration of $ 1,300 .

As a result of this transaction, Baymax became a wholly-owned

subsidiary of the Company.

March 4, 2025, the Company entered into a Share Purchase Agreement with Architectix Limited, pursuant to which the Company sold all issued

and outstanding shares it owns in Inno Metal Studs Corp and Inno AI Tech Corp for an aggregate purchase price of $ 1,000 .

March 28, 2025, the Company entered into a Membership Interest Purchase Agreement with Strucraft Group Limited, pursuant to which the

Company sold all the membership interest it owns in Castor Building Tech LLC, which represents 55 % of the outstanding membership interest

in Castor Building Tech LLC, for an aggregate purchase price of $ 1,000 .

April 8, 2025, the Company entered into a Share Purchase Agreement with Strucraft Group Limited, pursuant to which the Company sold all

issued and outstanding shares it owns in Inno Disrupts Inc.

for an aggregate purchase price of $ 100 .

2 — Basis of Presentation and Summary of significant accounting policies

9 unchanged sentences

Reclassifications

amounts on the prior year’s consolidated balance sheets, consolidated statements of operations and cash flows were reclassified

to conform to the current year presentation, with no effect on ending stockholders’ equity.

November 30, 2022, the Company effected a forward stock split (the “Stock Split”) of the Company’s issued and outstanding

shares of the common stock at a split ratio of 2-for-1.

Further on July 24, 2023, the Company effected a reverse stock split (the “Reverse

Stock Split”) of the Company’s issued and outstanding shares of the common stock at a split ratio of 1-for-2 such that every

holder of common stock of the Company shall receive one share of common stock for every two shares of common stock held and to reduce

the number of authorized shares of common stock from 200,000,000 to 100,000,000 .

Shortly after the Reverse Stock Split, the Board of

Directors of the Company approved issuance of additional shares to preserve the original purchase price per share of the shares sold

in the period from February 1 to September 30, 2023.

October 9, 2024, the Company completed a 1-for-10 reverse stock split of its issued and outstanding common stock, no par value, (the

“Reverse Stock Split”).

As a result of the Reverse Stock Split, each share of common stock issued and outstanding immediately

prior to October 9, 2024 were automatically converted into one-tenth (1/10) of a share of common stock.

The Common Stock began trading

on a Reverse Stock Split-adjusted basis on the Nasdaq Capital Market on October 10, 2024.

The trading symbols for the Common Stock remains

The Reverse Stock Split did not reduce the number of authorized shares of Common Stock and did not change the par

value of the Common Stock.

The Reverse Stock Split affected all stockholders uniformly.

Except to the extent that the Reverse Stock Split

resulted in the stockholders’ fractional shares being rounded up, no other effects affect stockholder’s ownership percentage

of the Company’s shares of Common Stock.

199,787 fractional shares were issued in connection with the Reverse Stock Split.

common share and per-share amounts in this Form 10-K have been retroactively restated to reflect the effect of the Reverse Stock Split.

HOLDINGS INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

2 — Basis of Presentation and Summary of significant accounting policies (cont.)

Certain amounts on the prior year’s consolidated balance sheets, consolidated statements of operations and

cash flows were reclassified to conform to the current year presentation, with no effect on ending stockholders’ equity.

of September 30, 2025, the Company had total cash and cash equivalent of $ 10,130,942 and accumulated deficit of $ 14,818,007 .

year ended September 30, 2025, the Company had incurred a net loss of $ 7,009,846 and net cash used cash in operations of $ 4,728,738 .

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Based on our current operating

and investing plan, the management has concluded that substantial doubt is not alleviated regarding the Company’s ability to continue

as a going concern for 12 months from the date of issuance of these financial statements.

Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet

its obligations, and/or obtaining additional financing from its shareholders or other sources, as may be required.

Equity Purchase Agreement

July 4, 2025, the Company entered into the SEPA with the Investors.

Pursuant to SEPA, the Company has the right, but not the obligation,

to issue and sell, from time to time at the Company’s discretion, up to $ 6 million of shares of our common stock to the Investors

at a price equal to 40%, or a percentage between 20% and 40% as determined by us, of the Minimum Price, or $1.20, subject to specified

limitations and conditions, including a $0.5 million minimum per drawdown and a 9.99% beneficial ownership cap per investor .

has a three-year term and may be terminated earlier by the Company, and the Company expect to use any proceeds for working capital and

general corporate purposes.

The SEPA, in its entirety, is classified as a derivative liability because it did not meet the equity classification criteria under ASC 815-10, Derivatives and Hedging (“ASC 815-10”).

The SEPA derivative is valued based on a scenario-based valuation model utilizing the expected draws, probability

of the draws and risk-free rate inputs.

The change in the fair value of the derivative is recorded in the Consolidated Statements of Operations.

of estimates and assumptions

16 unchanged sentences

the Company expects to collect from customers.

Management reviews its accounts receivable balances using expected credit loss (CECL)

methodology each reporting period to determine if an allowance for credit loss is required.

Management reviews its accounts receivable balances each reporting period to determine

if an allowance for credit loss is required.

October 2020, the Company adopted ASU 2016-13, Topics 326 — Credit Loss, Measurement of Credit Losses on Financial Instruments,

which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss

(CECL) methodology, for its accounting standard for its trade accounts receivable.

Company continuously monitors the recoverability of accounts receivable.

4 unchanged sentences

The following are some of the factors that the Company develops allowance for credit losses:

customer fails to comply with its payment schedule;

customer is in serious financial difficulty;

significant dispute with the customer has occurred regarding job progress or other matters;

customer breaches any of its contractual obligations;

customer appears to be financially distressed due to economic or legal factors;

business between the customer and the Company is not active;

objective evidence indicates non-collectability of the accounts receivable.

the customer fails to comply

with its payment schedule;

the customer is in serious

financial difficulty;

a significant dispute with

the customer has occurred regarding job progress or other matters;

the customer breaches any

of its contractual obligations;

the customer appears to

be financially distressed due to economic or legal factors;

the business between the

customer and the Company is not active;

other objective evidence

indicates non-collectability of the accounts receivable.

adoption of the credit loss accounting standard has no material impact on the Company’s consolidated financial statements.

receivable are recognized and carried at carrying amount less an allowance for credit losses, if any.

11 unchanged sentences

we will reduce the specific allowance for credit losses.

Equity investment

The Company measure investments in equity investments

without readily determinable fair value using a measurement alternative that measures these securities at the cost method minus impairment,

if any, plus or minus changes resulting from observable price changes on a non-recurring basis.

Gains and losses on these securities

are recognized in other income and expenses.

values of financial instruments

7 unchanged sentences

The Company determines the fair value of its financial instruments

based on assumptions that market participants would use in pricing an asset

HOLDINGS INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

2 — Basis of Presentation and Summary of significant accounting policies (cont.)

liability in the principal or most advantageous market.

When considering market participant assumptions in fair value measurements, the

following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following

are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;

are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical

or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable

market data for substantially the full term of the related assets or liabilities;

inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no

Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, accounting for product, service

and licensing revenue, net of promotional discounts and return allowances, if any, when the following revenue recognition criteria are

based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market.

When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between

observable and unobservable inputs, which are categorized in one of the following levels:

Inputs are unadjusted,

quoted prices in active markets for identical assets or liabilities at the measurement date;

Inputs are observable,

unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets

or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data

for substantially the full term of the related assets or liabilities;

Unobservable inputs that

are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data.

July 4, 2025, the Company entered into the SEPA with the Investors.

Upon execution of the SEPA, the Company determined the fair value

of the SEPA derivative liability to be $ 635,669 based on a scenario-based model.

The Company determined the fair value of the SEPA derivative

liability to be $ 370,546 at September 30, 2025;

the change in fair value is recognized in other income and expense.

The carrying amounts

of SEPA derivative liability represent the remeasurement to fair value each reporting period based on unobservable, or Level 3, inputs,

using assumptions made by us, including the market price of our common stock and the observed volatility of a peer group of companies.

following tables summarize the changes in fair value of SEPA derivative liability for the years ended September 30, 2025.

The SEPA derivative

liabilities were not present for the year ended September 30, 2024.

of Changes in Fair Value of Derivative Liabilities

Level 3 Liabilities

Fair Value at

September 30,

(Settlements)

Change in Unrealized (Gains) Losses

Fair Value at September 30, 2025

SEPA derivative liability

Company has adopted Accounting Standards Codification (“ASC”) 606 since its inception and recognizes revenue from product

and service sales revenues, net of promotional discounts and return allowances, if any, when the following revenue recognition criteria

a contract has been identified, separate performance obligations are identified, the transaction price is determined, the transaction

7 unchanged sentences

the good or service has been transferred to a customer and the Company has discretion in establishing the price, revenue is recorded

received prior to the delivery of goods or services to customers are recorded as unearned revenue.

received prior to the delivery of goods to customers are recorded as unearned revenue.

discounts are recorded in the period in which the related sale is recognized.

2 unchanged sentences

Shipping and handling costs are recorded as selling expenses.

income originates from licensing our logo, technology and intellectual property where we receive fixed license fees over licensing periods.

Our 2024 license revenue was derived from one-time licensing agreement with an individual and his startup company for the purpose of

startup operations and marketing development.

Revenue from the licensing has minimal associated direct costs, and thus is highly profitable.

from electronic products trading is recognized at the point of delivery when the customer obtains control of the products.

and expenses are operating expenses, which consist of costs of material and labor, selling, general and administrative expenses, and

9 unchanged sentences

conditions and product obsolescence.

HOLDINGS INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

2 — Basis of Presentation and Summary of significant accounting policies (cont.)

the estimated realizable value of the inventory is less than cost, the Company makes provisions in order to reduce its carrying value

17 unchanged sentences

of depreciation on property and equipment

and equipment

shorter of the lease term or the estimated useful life of the improvements

Machinery and equipment

Office equipment

Motor vehicles

Leasehold improvements

the shorter of the lease

term or the estimated useful life of the improvements

for renewals and betterments are capitalized while repairs and maintenance costs are normally charged to the statement of operations

12 unchanged sentences

competition and other economic factors.

Based on this assessment, the Company recorded $ 23,911 impairment loss during the year ended

September 30, 2024 to write down the leasehold improvement balance as a result of the early termination of the lease in Corona CA.

impairment expenses for property and equipment were recorded during the year ended September 30, 2023.

Based on this assessment, no impairment expenses for property and equipment were recorded during

the year ended September 30, 2025.

The Company recorded $ 23,911 impairment loss during the year ended September 30, 2024 to write down

the leasehold improvement balance as a result of the early termination of the lease in Corona CA.

represents the excess of the purchase price of an acquired business over the amount assigned to the assets acquired and liabilities assumed.

Goodwill is not amortized but are subject to impairment testing on an annually basis or more frequently if events or circumstances indicate

a potential impairment.

These events or circumstances could include a significant change in the business climate, regulatory environment,

established business plans, operating performance indicators or competition.

Potential impairment indicators may also include, but are

not limited to, (i) significant changes to estimates and assumptions used in the most recent annual or interim impairment testing, (ii)

downward revisions to internal forecasts, and the magnitude thereof, (iii) declines in our market capitalization below our book value,

and the magnitude and duration of those declines, (iv) a reorganization resulting in a change to our operating segments, and (v) other

macroeconomic factors, such as increases in interest rates that may affect the weighted average cost of capital, volatility in the equity

and debt markets, or fluctuations in foreign currency exchange rates that may negatively impact our reported results of operations.

its inception date, the Company adopted ASC 842 — Leases (“ASC 842”), which requires lessees to record right-of-use

10 unchanged sentences

expense for lease payments is recognized on a straight-line basis over the lease term.

HOLDINGS INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

2 — Basis of Presentation and Summary of significant accounting policies (cont.)

Company applies ASC No.

60 unchanged sentences

The Company may consider many factors in making these assessments including historical and specific facts and circumstances of

HOLDINGS INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

2 — Basis of Presentation and Summary of significant accounting policies (cont.)

loss per share are computed by dividing net income attributable to holders of common stock by the weighted average number of shares of

common stock outstanding during the year.

Diluted earnings per share reflect the potential dilution that could occur if securities to

issue common stock were exercised.

earnings per share are computed by dividing net income attributable to holders of common stock by the weighted average number of shares

of common stock outstanding during the year.

Diluted earnings per share reflect the potential dilution that could occur if securities

to issue common stock were exercised.

issued but not yet adopted accounting pronouncements

July 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States.

The legislation includes significant

provisions, such as the permanent extension of certain expiring provisions of the Tax Act and Jobs Act, modifications to the international

tax framework, and the restoration of favorable business tax provisions, such as 100% bonus depreciation and the business interest expense

limitation, among others.

The legislation contains multiple effective dates, with certain provisions effective in 2025 and others implemented

through 2027.

While we are continuing to evaluate the full impact of the legislation, we do not expect the OBBBA to have a material effect

on our fiscal 2025 effective tax rate.

December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures.

4 unchanged sentences

We are currently evaluating the impact of this ASU on our annual income tax

November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures.

The new guidance

requires enhanced disclosures about significant segment expenses.

The Company is required to adopt this guidance for its annual reporting

in fiscal year 2025 and for interim period reporting beginning the first quarter of fiscal year 2026 on a retrospective basis.

adoption is permitted.

We are currently evaluating the impact of this ASU on our segment disclosures.

June 2022, FASB issued ASU 2022-03, Fair Value Measurement (Topic 820):

7 unchanged sentences

on the consolidated financial statements.

October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities

from Contracts with Customers.

This ASU clarifies that an acquirer of a business should recognize and measure contract assets and contract

liabilities in a business combination in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606) as if the entity

had originated the contracts.

The guidance is effective for fiscal years beginning after December 15, 2023, with early application permitted.

The Company does not expect the adoption of this standard to have a material impact on the consolidated financial statements.

Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material

effect on the consolidated financial position, statements of operations and cash flows.

HOLDINGS INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

2 — Basis of Presentation and Summary of significant accounting policies (cont.)

Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the consolidated

2 unchanged sentences

consolidated financial statements are presented.

3 — Accounts Receivable, Net

receivable for the Company consisted of the following as of the dates indicated below:

of accounts receivable

Accounts receivable

allowance for credit

( 1,267,960 )

Accounts receivable, net

Company wrote off the allowance for credit losses subsequent to exhaustive efforts to recover the receivable, which typically occurs

within a 12-month period following the initial reservation for the allowance.

A summary of the activities in the allowance for expected

credit losses for the years ended September 30, 2024 and 2023 is as follows:

of activities in the allowance for expected credit losses

September 30,

Allowance for credit losses, beginning

Add/ (Deduct):

Provision for credit loss

( 1,327,895 )

for credit losses, end

Company recorded credit losses of $ 59,935 and $ 1,267,960 for the years ended September 30, 2004 and 2023, respectively.

3 — Inventories

of September 30, 2024 and September 30, 2023, inventories consisted of the following:

of September 30, 2025 and 2024, inventories consisted of the following:

of inventories

Production inventory

September 30,

Merchandise inventory

of September 30, 2025 and 2024, there was no allowance for obsolescence recorded.

5 — Deferred offering costs

offering costs consisted of fees and expenses incurred in connection with the sale of the Company’s common stock in the IPO, including

the legal, accounting, printing and other offering related costs.

Upon completion of the IPO, these deferred offering costs are to be

reclassified from current assets to stockholders’ equity and recorded against the net proceeds from the offering.

As of September

30, 2024 and September 30, 2023, deferred offering costs amounted to $ Nil and $ 538,765 , respectively.

On December 18, 2023, the whole

amount of deferred offering costs was charged to additional paid in capital upon the completion of the initial public offering.

4 — Prepayments and other current assets

of September 30, 2024 and 2025, prepayments and other current assets consisted of the following:

of prepayments and other current assets

Prepaid marketing and promotional

Advance to other service providers

of prepayment and other current assets

September 30,

Loan and Interest receivable

Receivable from sales of equity investment

Advance to suppliers

Prepaid insurance

Prepaid for services by stock grants

Other prepayments and

current assets

HOLDINGS INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

7 — Property and equipment, net

of September 30, 2024 and 2023, property and equipment consisted of the following:

of property and equipment

Machinery and equipment

Office equipment

Motor vehicles

Construction-in-progress

Leasehold improvements

Property and equipment, gross

accumulated depreciation

Property and equipment,

Construction-in-progress is related to the project to expand the Company’s operation and manufacturing capabilities in a factory

This project is expected to be completed by the end of February 2025.

connection with the termination of the lease in Corona, CA as disclosed in Note 13, the Company recorded $ 23,911 impairment loss during

the year ended September 30, 2024 to write down the leasehold improvement balance.

the years ended September 30, 2024 and 2023, depreciation expenses amounted to $ 87,116 and $ 69,437 , respectively.

Prepaid for legal fee

Advance to other service providers

Other prepayments and current assets

February 28, 2025, the Company entered into a loan agreement with HST Trading Limited, providing a principal amount of $ 500,000 at an

annual interest rate of 5 %.

The loan term is six months, with the principal and accrued interest due for repayment on or before February

On August 7, 2025, the Company entered into a loan agreement with HST Trading Limited, providing a principal amount of $ 400,000

at an annual interest rate of 5 %.

The loan term is six months, with the principal and accrued interest due for repayment on or before

February 7, 2026.

As of September 30, 2025, the outstanding balance of loan and interest receivable was $ 916,164 .

5 — Equity Investments

October 14, 2024, the Company entered into an equity investment agreement with an individual, securing a 15 % ownership interest in Core

Modu LLC, and for which the Company does not have the ability to exercise significant influence.

The investment totaled $ 1.4 million.

The Company measure investments in equity investments without a readily determinable fair value using a measurement alternative that

measures these securities at the cost method minus impairment, if any, plus or minus changes resulting from observable price changes

on a non-recurring basis.

Gains and losses on these securities are recognized in other income and expenses.

March 28,2025, the Company entered into a Membership Interest Purchase Agreement with Strucraft Group Limited, pursuant to which the

Company sold all of the membership interest it owns in Core Modu LLC, which represents 15 % of the outstanding membership interest in

Core Modu LLC, for an aggregate purchase price of $ 700,000 .

May 28, 2025, the Company entered into an equity investment agreement with Aurora Technology Holding Limited (“Aurora”),

securing a 16.67 % ownership interest in Aurora, and for which the Company does not have the ability to exercise significant influence.

The investment totaled $ 1 million.

The Company measure investments in equity investments without a readily determinable fair value using

a measurement alternative that measures these securities at the cost method minus impairment, if any, plus or minus changes resulting

from observable price changes on a non-recurring basis.

A third-party independent appraiser was engaged to calculate pre-investment fair

value of Aurora.

Gains and losses on these securities are recognized in other income and expenses.

August 6, 2025, Lear Group Limited, the subsidiary of the Company, entered into an equity investment agreement with Flower Mouse Network

Technology Limited (“Flower”), securing a 15 % ownership interest in Flower, and for which the Company does not have the ability

to exercise significant influence.

The investment totaled $ 1.2 million.

The Company measure investments in equity investments without

a readily determinable fair value using a measurement alternative that measures these securities at the cost method minus impairment,

if any, plus or minus changes resulting from observable price changes on a non-recurring basis.

A third-party independent appraiser was

engaged to calculate pre-investment fair value of Flower.

Gains and losses on these securities are recognized in other income and expenses.

6 — Goodwill, net

of September 30, 2025 and 2024, goodwill consisted of the following:

of goodwill, net

Balance at September 30,2024

Impairment losses

Balance at September 30, 2025

of $ 3,514 consists of $ 1,597 attributable to the acquisition of Baymax that occurred on December 13, 2024 and $ 1,917 attributable to

the acquisition of Lear that occurred on October 18, 2024.

The Company recorded a goodwill impairment charge of $ 3,514 for the years

ended September 30, 2025.

7 — Other payables and accrued liabilities

of September 30, 2024 and 2025, prepayments and other current assets consisted of the following:

of other payables and accrued liabilities

September 30,

Payable to service providers

State tax payable

Other payables

Other payables and accrued

8 — Loans payable

line of credit

September 16, 2022, the Company entered into an agreement with Origin Bank for a revolving line of credit (the “Line of Credit”)

of up to $ 1,000,000 with interest at the floating Prime Rate plus one percent ( 1.0 %) per annum, which is to be adjusted daily to the

rate in effect.

Interest shall be due and payable monthly as it accrues.

The Line of Credit is secured by a Security Agreement and Financing

Statement that covers certain properties of the Company and guaranteed by Mr.

Dekui Liu, the former CEO of the Company.

As of September

30, 2024, the line of credit was fully paid off and closed.

For the years ended September 30, 2024 and 2023, the Company recorded interest

expense related to the Line of Credit of $ 15,881 and $ 60,957 , respectively.

As of September 30, 2024 and 2023, the total outstanding

balance of the Note was $ Nil and $ 560,000 , respectively.

The balance was presented on the consolidated balance sheet as a short-term

term loan without interest

4 unchanged sentences

The balance was presented on the consolidated balance sheet as a short-term loan.

October 28, 2021, the Company issued to BancorpSouth Bank a five-year unsecured 4.75 % promissory note, payable in equal monthly installments

of $ 4,661 commencing November 28, 2021 (the “Note”).

The principal amount of the Note was $ 248,500 .

The Note is secured by

a Security Agreement and Financing Statement that covers certain properties of the Company and guaranteed by Mr.

Dekui Liu, the former

CEO of the Company.

For the years ended September 30, 2024 and 2023, the Company recorded interest expense related to the note of $ 6,773

and $ 8,903 , respectively.

of September 30, 2024 and 2023, the total outstanding balance of the Note was $ 110,846 and $ 160,239 , respectively, which was presented

on the consolidated balance sheet as a current portion of $ 51,898 and $ 49,393 , and a non-current portion of $ 58,948 and $ 110,846 , respectively.

9 — Standby Equity Purchase Agreement

July 4, 2025, the Company entered into the SEPA with the Investors.

Pursuant to SEPA, the Company has the right, but not the obligation,

to issue and sell, from time to time at the Company’s discretion, up to $ 6 million of shares of our common stock to the Investors

at a price equal to 40%, or a percentage between 20% and 40% as determined by us, of the Minimum Price, or $1.20, subject to specified

limitations and conditions, including a $0.5 million minimum per drawdown and a 9.99% beneficial ownership cap per investor .

has a three-year term and may be terminated earlier by the Company, and the Company expect to use any proceeds for working capital and

general corporate purposes.

The SEPA, in its entirety, is classified as a derivative liability because it did not meet the equity classification

criteria under ASC 815-10, Derivatives and Hedging (“ASC 815-10”).

Changes in the fair value are recognized in the Consolidated Statements of Operations.

The SEPA is accounted for as a derivative and is recognized as a liability measured at fair value in accordance with ASC 820.

intends to utilize the SEPA to access capital to fund its operations.

3,200,000 shares have been issued for the year ended September

third-party independent appraiser was engaged to calculate the estimated fair value of the SEPA.

The estimated fair value of the SEPA

liability on July 4, 2025, was $ 635,669 , which was determined using a scenario-based valuation model.

The liability was remeasured to

its fair value was $ 370,546 as of September 30, 2025, and is classified within non-current liabilities in the Consolidated Balance Sheets.

This remeasurement resulted in the recognition of a gain of $ 265,123 for the year ended September 30, 2025, classified as change in fair

value of SEPA in the Consolidated Statement of Operations.

Assumptions used in the valuation are described below:

Schedule of fair value measurement inputs and valuation techniques

September 30, 2025

Expected draws

Expected probability of draws

Risk-free interest rate

estimated fair value of the liability was determined using a scenario-based valuation model which assigned a probability to a number

of different outcomes.

The inputs and assumptions utilized in the calculation require management to apply judgment and make estimates

expected draws of $ 3,600,000 at September 30, 2025;

expected probability of the draws on the SEPA, which the Company estimate based on our expectation

of the draws being completed;

interest rate, which was determined by reference to the U.S.

Treasury yield curve for time

periods commensurate with the expected term of the agreement in relation to the date of the

expected draw.

estimates may be subjective in nature and involve uncertainties and matters of judgment and therefore cannot be determined with exact

August 27, 2025, the Company sold 3,200,000 shares of common stock under the SEPA, raising approximately $ 1,536,000.00 .

10 — Discontinued operations

March 4, 2025, the Company entered into a Share Purchase Agreement with Architectix Limited, pursuant to which the Company sold all issued

and outstanding shares it owns in Inno Metal Studs Corp (“IMSC”) and Inno AI Tech Corp (“AT”) for an aggregate

purchase price of $ 1,000 .

March 28, 2025, the Company entered into a Membership Interest Purchase Agreement with Strucraft Group Limited, pursuant to which the

Company sold all the membership interest it owns in Castor Building Tech LLC (“CBT”), which represents 55 %

of the outstanding membership interest in Castor Building Tech LLC, for an aggregate purchase price of $ 1,000 .

On April 8, 2025, the Company entered

into a Share Purchase Agreement with Strucraft Group Limited, pursuant to which the Company sold all issued and outstanding shares it

owns in Inno Disrupts Inc.

(“Disrupts”) for an aggregate purchase price of $ 100 .

The Company determined that Disrupts was

not a significant subsidiary, and the disposition of Disrupts did not constitute a strategic shift that would have a major effect on

the Company’s operations or financial results.

As a result, the results of operations for Disrupts were not reported as discontinued

operations under the guidance of ASC 205 “Presentation of Financial Statements.” The disposition of Disrupts resulted in the recognition of a loss of $ 26,200 for the year ended September 30, 2025,

classified as loss on investment disposal in the Consolidated Statement of Operations.

accordance with the provisions of ASC 205-20, Presentation of Financial Statements, we have separately reported the assets and liabilities

of the discontinued operations of IMSC, AT and CBT in the consolidated balance sheets.

The assets and liabilities have been reflected

as discontinued operations in the consolidated balance sheets as of September 30, 2025 and 2024, and consist of the following:

of discontinued operations

September 30, 2025

September 30, 2024

Current assets from discontinued operations

Cash and cash equivalent

Prepayments and other current assets

Right-of-use assets

Property and equipment, net

Other current assets

Total current assets from discontinued operations

Current liabilities from discontinued operations

Accounts payable

Deferred revenue

Other payables and accrued liabilities

Other payables – related party

Operating lease liability – current

notes payable – current portion

Notes payable

Total current liabilities from discontinued operations

accordance with the provisions of ASC 205-20, we have not included the results of operations from discontinued operations in the results

of continuing operations in the consolidated statements of operations.

The results of operations from discontinued operations for the

years ended September 30, 2025 and 2024, have been reflected as discontinued operations in the consolidated statements of operations

for the years ended September 30, 2025 and 2024, and consist of the following:

For the Years Ended

September 30,

Cost of sales

Selling, general and administrative expenses (exclusive of expenses shown separately below)

Impairment loss on goodwill

Bad debt expense

Total operating expenses

LOSS FROM OPERATIONS

( 2,528,658 )

Interest expenses, net

Other non-operating income (expense), net

Total other (expenses) income, net

Net loss from discontinued operations

( 2,643,435 )

Non-controlling interest

Net loss from discontinued operations to the Company

$ ( 265,313 )

$ ( 2,606,137 )

accordance with the provisions of ASC 205-20, we have included the net cash provided by discontinued operations in the consolidated statements

of cash flows.

The net cash provided by discontinued operations in the consolidated statements of cash flows for the years ended September

30, 2025 and 2024, consists of the following:

For the Years Ended

September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss from discontinuing operation

$ ( 265,313 )

$ ( 2,606,137 )

Adjustments to reconcile net income to cash used in operating activities:

Non-controlling interest

Loss from settlement

Depreciation expense

Bad debt expense

Non-cash operating lease expense

Fixed assets disposal loss

Loss from investment disposal

Impairment loss on goodwill

Change in discontinued operating assets and liabilities:

Accounts receivable

Prepayments and other current assets

Accounts payable

Accounts payable - related party

Unearned revenue

Operating lease liabilities

Other payables and accrued liabilities

Net cash used in operating activities by discontinued operations

CASH FLOWS FROM INVESTING ACTIVITIES:

Fixed assets additions

Proceed from fixed assets disposal

Net cash used in investing activities by discontinued operations

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from related parties

Payments to short-term loans

Payment to long-term note

Net cash provided by financing activities

CHANGES IN CASH AND CASH EQUIVALENT

$ ( 425,801 )

11 — Related party transactions

1 unchanged sentence

Dekui Liu, for operation and cashflow needs from time to time.

As of September 30, 2024, the amount due to Mr.

Liu was $ 1,000 .

As of September 30, 2023, the amount due to Mr.

Liu was $ 327,372 .

HOLDINGS INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

9 — Related party transactions (cont.)

Company engaged Yunited Assets LLC (“Yunited”), a limited liability company owned by Mr.

Cheng Yu, the minority owner of

the Company’s subsidiary, Inno Research Institute, for consultation services on a project-by-project basis.

During the year ended

September 30, 2023, the Company recorded $ 4,375 of project-based consulting service fees and $ 110,000 consulting fee to Yunited for Mr.

Yu’s daily operating services included in the general and administrative expenses.

No such services have been provided for the

year ended September 30, 2024.

As of September 30, 2024 and 2023, the outstanding balance of accounts payable – related party due

to Yunited was $ Nil and $ 50,000 , respectively.

Company purchases prefab home, materials and supplies, including design services from Baicheng Trading LLC (“Baicheng”),

a company with a director related to the Chairwoman.

During the year ended September 30, 2024, Baicheng provided the renovation design

services with a fee of $ 52,000 .

Additionally, the Company prepaid $ 225,511 to Baicheng for roof materials for the factory improvement

As of September 30, 2024, the outstanding balance of prepayments to Baicehng was $ 225,511 .

As of September 30, 2023, the outstanding

accounts payable-related party due to Baicheng was $ 485,595 .

As of September 30, 2025 and 2024, the amount due to Mr.

Liu was $ Nil and $ 1,000 , respectively.

in December 2022, for operation and cashflow needs, the Company advances funds from Zfounder Organization Inc., (“Zfounder”),

one of the Company’s shareholders, and Wise Hill Inc., (“Wise Hill”), a company owned by a former shareholder of the

Company who also serves as the CEO and Board member of Zfounder.

one of the Company’s minority shareholders, and Wise Hill Inc., (“Wise Hill”), a company owned by a former shareholder

of the Company who also serves as the CEO and Board member of Zfounder.

The advanced amounts are non-interest bearing.

As of September

the outstanding balance, due to Zfounder and Wise Hill, has been fully paid off.

As of September 30, 2023, the outstanding balance due

to Zfounder and Wise Hill, were $ 55,000 and $ 122,000 , respectively.

30, 2025 and 2024, the outstanding balance, due to Zfounder and Wise Hill, were $ Nil and $ Nil , respectively.

During the year ended September

31, 2025, other income of employee lease service from Zfounder was $ 34,000 .

Zfounder was a principal shareholder of the Company as of

September 30, 2024.

In October 2024, Zfounder sold most of its shares of the Company to third parties, after which it became a minority

shareholder of the Company, so both Zfounder and Wise Hill are no longer considered as related parties of the Company.

March 2023, the Company entered into an agreement with Vision Opportunity Fund LP, a Florida limited partnership partially owned by a

former shareholder of the Company, who also serves as the CEO and Board member of Zfounder.

In August 2023, all rights, obligations and

interests under the agreement were subsequently assigned by Vision Opportunity Fund LP to its general partner, New Vision 101 LLC (“Vision

Pursuant to the agreement, the Company agreed to provide supplies and act as project developer for an amount equal to $ 15,875,800

plus applicable taxes.

As of September 30, 2024, amount of $ 244,185 has been received and recorded as deferred revenue, and $ Nil amount

minority shareholder of the Company, who also serves as the CEO and Board member of Zfounder.

In August 2023, all rights, obligations

and interests under the agreement were subsequently assigned by Vision Opportunity Fund LP to its general partner, New Vision 101 LLC

(“Vision 101”).

Pursuant to the agreement, the Company agreed to provide supplies and act as project developer for an amount

equal to $ 15,875,800 plus applicable taxes.

As of September 30, 2025, the outstanding balance, due to Zfounder was $ Nil and $ Nil amount

of revenue has been recognized during the year ended September 30, 2025.

10 — Other payables and accrued liabilities

of September 30, 2024 and 2023, Other payables and accrued liabilities consisted of the following:

of other payables and accrued liabilities

Payable to service providers

Accrued compensation

Other payable

Other payables and accrued

HOLDINGS INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

As of September 30, 2024, amount of $ 244,185 has been received

and recorded as deferred revenue, and $ Nil amount of revenue has been recognized during the year ended September 30, 2024.

is now a minority shareholder of the Company and the Company sold all issued and outstanding shares it owns in Inno Metal Studs Corp

on March 4, 2025, Vision 101 is no longer considered as related parties of the Company.

October 14, 2024, the Company entered into an equity investment agreement with an individual, securing a 15 % ownership interest in Core

During the year ended September 30, 2025, other income of employee lease service from Core Modu was $ 15,000 .

On March 28, 2025,

the Company agreed to sell all of the membership interest it owns in Core Modu LLC, which represents 15 % of the outstanding membership

interest in Core Modu LLC.

Core Modu LLC is no longer considered as related parties of the Company.

Company purchases prefab home, materials and supplies, including design services from Baicheng Trading LLC (“Baicheng”),

a company with a director related to the former Chairwoman.

As of September 30, 2025 and 2024, the outstanding balance of prepayments

to Baicheng was $ Nil and $ 225,511 , respectively.

As the former Chairwoman resigned from her position of the Company in October 2024,

Baicheng is no longer considered as a related party of the Company.

Company was incorporated in Texas on September 8, 2021.

The total authorized shares of capital stock were 200,000,000 shares without

of September 30, 2024 and September 30, 2023, after giving effect to the stock splits of the outstanding shares of Common Stock, there

were 2,279,960 and 1,825,173 shares of Common Stock issued and outstanding, respectively.

The total authorized number of shares of capital

stock was 100,000,000 shares without par value.

December 2022, The Company issued 14,286 shares of its common stock at a price of $ 35.0 per share to an accredited investor for $ 500,000

February 2023, The Company issued 2,703 shares of its common stock at a price of $ 37.0 per share to an accredited investor for $ 100,000

March 2023, The Company issued 7,895 shares of its common stock at a price of $ 38.0 per share to an accredited investor for $ 300,000

June 20, 2023, the Company issued 1,316 shares of its common stock for a total value of $ 50,000 for services to be rendered during next

twelve months by the immediate relative of the Company’s Chief Financial Officer.

On June 20, 2023, the Company issued 1,973 shares

of its common stock for a total value of $ 75,000 for services to be rendered during next twelve months by one nonemployee contractor.

These shares were valued at $ 38.0 per share, which was the per share price for the most recent sale of the Company’s capital stock

to accredited investors.

On January 1, 2024, the Company issued 5,000 shares of its common stock for a total value of $ 72,000 for services

to be rendered during next twelve months by one advisor firm.

For the years ended September 30, 2024 and 2023, the Company recorded $ 146,333

and $ 41,667 as stock compensation expense under Selling, general and administrative expenses.

As of September 30, 2024 and September

30, 2023, the remaining balance of $ 9,000 and $ 83,333 was recorded as Prepayments and other current assets, respectively.

November 30, 2022, the Company effected a forward stock split (the “Stock Split”) of the Company’s issued and outstanding

shares of the common stock at a split ratio of 2-for-1 .

Further on July 24, 2023, the Company effected a reverse stock split (the “Reverse

Stock Split”) of the Company’s issued and outstanding shares of the common stock at a split ratio of 1-for-2 such that every

holder of common stock of the Company shall receive one share of common stock for every two shares of common stock held and to reduce

the number of authorized shares of common stock from 200,000,000 to 100,000,000 .

Shortly after the Reverse Stock Split, the Board of

Directors of the Company approved issuance of additional shares to preserve the original purchase price per share of the shares sold

in the period from February 1 to June 30, 2023.

October 9, 2024, the Company completed a 1-for-10 reverse stock split of its issued and outstanding common stock, no par value, (the

“Reverse Stock Split”).

As a result of the Reverse Stock Split, each share of common stock issued and outstanding immediately

prior to October 9, 2024 were automatically converted into one-tenth (1/10) of a share of common stock .

The Common Stock began trading

on a Reverse Stock Split-adjusted basis on the Nasdaq Capital Market on October 10, 2024.

The trading symbols for the Common Stock remains

The Reverse Stock Split did not reduce the number of authorized shares of Common Stock and did not change the par

value of the Common Stock.

The Reverse Stock Split affected all stockholders uniformly.

Except to the extent that the Reverse Stock Split

resulted in the stockholders’ fractional shares being rounded up, no other effects affect stockholder’s ownership percentage

of the Company’s shares of Common Stock.

199,787 fractional shares were issued in connection with the Reverse Stock Split.

share numbers of the Company’s Common Stock are stated on a post-split basis.

of September 30, 2025 and 2024, after giving effect to the stock splits of the outstanding shares of Common Stock, there were 12,948,480

and 2,279,960 shares of Common Stock issued and outstanding, respectively.

The total authorized number of shares of capital stock was

100,000,000 shares without par value.

December 2022, The Company issued 14,286 shares ( 142,857 shares pre–Reverse Stock Split) of its common stock at a price of $ 35.0

per share to an accredited investor for $ 500,000 in cash.

February 2023, The Company issued 2,703 shares ( 27,028 shares pre–Reverse Stock Split) of its common stock at a price of $ 37.0

per share to an accredited investor for $ 100,000 in cash.

March 2023, The Company issued 7,895 shares ( 78,947 shares pre–Reverse Stock Split) of its common stock at a price of $ 38.0 per

share to an accredited investor for $ 300,000 in cash.

June 20, 2023, the Company issued 1,316 shares ( 13,158 shares pre-Reverse Stock Split) of its common stock for a total value of $ 50,000

for services to be rendered during next twelve months by the immediate relative of the Company’s Chief Financial Officer.

20, 2023, the Company issued 1,973 shares ( 19,737 shares pre-Reverse Stock Split) of its common stock for a total value of $ 75,000 for

services to be rendered during next twelve months by one nonemployee contractor.

These shares were valued at $ 38.0 per share, which was

the per share price for the most recent sale of the Company’s capital stock to accredited investors.

On January 1, 2024, the Company

issued 5,000 shares ( 50,000 shares pre-Reverse Stock Split) of its common stock for a total value of $ 72,000 for services to be rendered

during next twelve months by one advisor firm.

registration statement for the Company’s Initial Public Offering (the “Offering”) was declared effective on November

2 unchanged sentences

On December 18, 2023, in connection with the closing

of the initial public offering of 250,000 shares (“the Shares”) of its common stock, no par value, the Company adopted its

Amended and Restated Bylaws, effective the same day.

In connection with the Offering of the Shares at an offering price of $ 40.0 per

share, the Company also granted the underwriters an option exercisable for 45-days to purchase up to 37,500 shares of Common Stock as

the Public Offering Price, less the underwriting discount to cover-over allotment.

Additionally, the Company also issued warrants to

the underwriters to purchase up to 20,125 shares of Common Stock at an exercise price of $ 48.0 per share, subject to adjustment as set

forth in the warrants, exercisable from June 18, 2024 and valid until December 18, 2028 .

On March 1, 2024, the Company entered into a

warrant assumption agreement with the underwriter to assume those certain underwriter’s warrants for the purchase an aggregate

amount of 20,125 shares of the Company’s common stock in connection with the Company’s initial public offering.

of the initial public offering of 250,000 shares (“the Shares”) ( 2,500,000 shares pre-Reverse Stock Split) of its common

stock, no par value, the Company adopted its Amended and Restated Bylaws, effective the same day.

In connection with the Offering of

the Shares at an offering price of $ 40.0 per share, the Company also granted the underwriters an option exercisable for 45-days to purchase

up to 37,500 shares ( 375,000 shares pre-Reverse Stock Split) of Common Stock as the Public Offering Price, less the underwriting discount

to cover-over allotment.

Additionally, the Company also issued warrants to the underwriters to purchase up to 20,125 shares ( 201,250

shares pre-Reverse Stock Split) of Common Stock at an exercise price of $ 48.0 per share, subject to adjustment as set forth in the warrants,

exercisable from June 18, 2024 and valid until December 18, 2028.

On March 1, 2024, the Company entered into a warrant assumption agreement

with the underwriter to assume those certain underwriter’s warrants for the purchase an aggregate amount of 20,125 shares ( 201,250

shares pre-Reverse Stock Split) of the Company’s common stock in connection with the Company’s initial public offering.

to the warrant assumption agreement, the Company paid an aggregate amount of $ 13,000 for the assumption of the Warrants.

10 unchanged sentences

the Offering has been received by the Company on December 19, 2023.

HOLDINGS INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

October 31, 2024, the Company entered into a securities purchase agreement with certain investors, providing for the sale and issuance

of 500,000 shares of the Company’s common stock, no par value, for an aggregate purchase price of $ 2,000,000 at $ 4.00 per share

(the “October 2024 Private Placement”).

The offering closed on November 6, 2024.

November 13, 2024, the Company entered into a securities purchase agreement with nine non-U.S.

investors, pursuant to which the Company

agreed to issue and sell in a private placement offering (the “November 2024 Private Placement”) an aggregate of 729,167

shares of common stock, no par value, at a purchase price per share of $ 4.80 , for gross proceeds of approximately $ 3.5 million, of which

proceeds will be used for working capital and other general corporate purposes.

The offering closed on December 13, 2024.

December 11, 2024, the Company entered into a securities purchase agreement with nine non-U.S.

investors, pursuant to which the Company

agreed to issue and sell in a private placement offering (the “December 2024 Private Placement”) an aggregate of 700,000

shares of common stock, no par value, at a purchase price per share of $ 2.50 , for gross proceeds of approximately $ 1.75 million, of which

proceeds will be used for working capital and other general corporate purposes.

The offering closed on December 23, 2024.

January 16, 2025, pursuant to the Omnibus Incentive Plan, the Company granted 150,000 shares of our common stock to our Chief Executive

Officer Ding Wei, and 51,355 shares of our common stock to our Chief Financial Officer Mengshu Shao.

May 28, 2025, pursuant to 2025 Omnibus Incentive Plan, the Company granted 880,000 shares of its common stock to the Company’s

June 2, 2025, the Company entered into a securities purchase agreement with certain investors, pursuant to which the Company agreed to

issue and sell, in a registered direct offering by the Company directly to the investors (the “June 2025 Offering”), an aggregate

of 1,058,000 shares (the “June 2025 Shares”) of its common stock, no par value, at a purchase price per share of $ 0.50 .

June 2025 Offering closed on June 6, 2025 and the Company received gross proceeds of $ 529,000 .

January 27, 2025, the Company entered into a Standby Equity Purchase Agreement (the “January SEPA”) with certain investors

effective as of January 28, 2025.

Pursuant to January SEPA, the Company has the right to issue and sell to the investors, from time to

time, up to $ 15 million worth of shares of the Company’s common stock, no par value per share, subject to the terms and conditions

specified in the January SEPA.

On June 20,2025, the Company issued and sold an aggregate of 1,400,000 shares (the “January 2025

SEPA Shares”) of its common stock at a purchase price per share of $ 0.75 , pursuant to January SEPA.

July 4, 2025, the Company entered into the Standby Equity Purchase Agreement (the “July SEPA”) with the Investors.

to July SEPA, the Company has the right to issue and sell to the investors, from time to time, up to $ 6 million worth of shares of the

Company’s common stock, no par value per share, subject to the terms and conditions specified in the July SEPA.

On August 27,2025,

the Company issued and sold an aggregate of 3,200,000 shares of its common stock at a purchase price per share of $ 0.48 , pursuant to

September 10, 2025, the Company entered into a securities purchase agreement with certain institutional investors, pursuant to which

the Company offered, in a registered direct offering, 1,200,000 shares of its common stock, at a purchase price of $ 3.60 per share and

pre-funded warrants to purchase up to 800,000 shares of common stock, at a purchase price of $ 3.59999 per pre-funded warrant (equal to

$ 3.60 minus the exercise price of $ 0.00001 per pre-funded warrant).

The closing of the offering occurred on September 11, 2025.

received net proceeds of approximately $ 6.69 million from the offering, after deducting the estimated offering expenses payable by the

Company, including the placement agent fees.

As of September 30, 2025, 799,998 pre-funded warrants were exercised for the issuance of

799,998 shares of the Company’s common stock.

13 — Concentration of risk

5 unchanged sentences

up to $ 250,000 .

As of September 30, 2024, the Company had deposits in excess of the FDIC insurance limit with two financial institutions

in the United States with $ 757,744 uninsured.

As of September 30, 2023, the Company did not have deposit in excess of the FDIC insurance

As of September 30, 2025 and 2024, the Company had deposits in excess of the FDIC insurance limit with two financial

institutions in the United States with $ 156,849 and $ 757,744 uninsured, respectively.

receivable are typically unsecured and derived from revenue earned from customers, thereby exposing the Company to credit risk.

1 unchanged sentence

and vendor concentration risk

the year ended September 30, 2024, four customers accounted for 90 % of the Company’s total revenues, respectively.

ended September 30, 2023, three customers accounted for 53 %.

As of September 30, 2024, $ Nil outstanding of accounts receivable.

receivable from one customer accounted for 100 % of the Company’s total accounts receivable as of September 30, 2023.

the year ended September 30, 2025, two customers accounted for 77 % of the Company’s total revenues.

For the year ended September

30, 2024, four customers accounted for 90 % of the Company’s total revenues.

As of September 30, 2025 and 2024, $ Nil outstanding

of accounts receivable.

the year ended September 30, 2025, two suppliers accounted for 100 % of the Company’s total purchases.

For the year ended September

30, 2023, three suppliers accounted for 57 % of the Company’s total purchases.

As of September 30, 2024 and 2023, accounts payable

to two suppliers accounted for 51 % and 55 % of the Company’s total accounts payable, respectively.

30, 2024, two suppliers accounted for 58 % of the Company’s total purchases.

As of September 30, 2025, $ Nil outstanding of accounts

As of September 30, 2024, accounts payable to two suppliers accounted for 51 % of the Company’s total accounts payable.

14 — Commitments and contingencies

Company has adopted ASC 842 since its inception date.

Company has entered into a lease agreement for office and production space in Texas with a term from December 1, 2019 until December

31, 2024 at a rate of $ 4,129 to $ 5,089 per month.

On January 1, 2024, the Company terminated the facility lease in Texas without penalty

and entered into a new lease agreement with the landlord.

The new lease term is from January 1, 2024 to January 1, 2027, with a monthly

rent of $ 18,000 .

The facility consists of 15,000 square feet of indoor space and 2.5 acres of concrete slab in the yard.

Subsequently,

on February 1, 2024, a mutual amendment to the lease agreement was executed.

Under the terms of the amendment, the Company has opted

to prepay the lease payments covering the period up to December 31, 2026, with the due date set for April 1, 2024.

This prepayment arrangement

secures a rent-free period for the final year of the lease, spanning the entirety of 2027.

Company has also entered into a lease agreement for office and production space in Corona, California with a term from May 1, 2022 until

April 30, 2027 at a rate of $ 6,617 to $ 7,740 per month.

In August 2023, the Company relocated its California office from Corona to Diamond

The Company was obligated to pay the monthly rent for the office in Corona until February 1, 2024 when the landlord found a new

lessee to occupy the facility.

The right-of-use asset and lease liability were adjusted to reflect the termination of the lease.

of $ 24,710 was recognized in the income statement, representing the difference between the carrying amounts of the right-of-use assets

$ 251,953 and the lease liability $ 221,156 (net with deposit of $ 39,699 ), as well as additional fees charged by the landlord.

20, 2024, the Company and the landlord settled the lease with a final lease payment of $ 55,000 , resulting in $ 44,204 of non-operating

lease in Diamond Bar, California has a term of 24 months from August 18, 2023 to August 17, 2025 at a rate of $ 4,730 to $ 4,926 per month.

addition, the Company will be responsible for its pro rata share of certain costs, including utility costs, insurance and common area

costs, as further detailed in the lease agreements.

HOLDINGS INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

13— Commitments and contingencies (cont.)

commitment for the full term of the leases is $ 770,676 .

$ 570,295 and $ 437,770 of operating lease right-of-use assets and $ 60,236 and

$ 488,094 of operating lease liabilities were reflected on the September 30, 2024 and 2023 consolidated balance sheets, respectively.

of operating lease cost

the years ended

Operating lease cost (included

in G&A in the Company’s statement of operations)

Other information:

Cash paid for amounts included in the measurement

of lease liabilities

Remaining term in years

Average discount rate – operating leases

supplemental balance sheet information related to leases is as follows:

of supplement balance sheet information related to lease

asset – non-current

Lease Liability – current

Lease Liability –

Total operating lease

of the Company’s lease liabilities are as follows:

of lease liabilities

For periods subsequent to September 30, 2024:

Imputed interest/present

value discount

Present value of lease liabilities

Contingencies

time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business.

July 23, 2024, the Company reached a settlement with a subcontractor’s customer for $ 73,000 .

Company is currently involved in a litigation related to alleged fund transfers.

A plaintiff claims that one of the Company’s subcontractors

misappropriated over $ 1.3 million from a construction project in 2020-2021, transferring the funds to the company instead of fulfilling

While the case is in its early stages, initial investigations suggest that the Company did not receive any of these funds.

The Company is vigorously contesting the plaintiff’s claims and have requested the dismissal of charges against the Company due

to lack of evidence.

Negotiations for dismissal are ongoing.

December 2024, a former shareholder of the Company (the “Shareholder”) filed a complaint against the Company and other entities

and individuals affiliated with the Company in the Orange County Superior Court of California, alleging financial losses related to his

investment in entities affiliated with the Company.

The Shareholder claims he invested approximately $500,000 and later sold his shares

for $7 million but alleges that, absent interference by an initial public offering organizer, the shares could have been sold for $9

Accordingly, he claims to have lost a potential gain of $2 million .

The case is currently in the pre-answer stage.

has filed a petition to compel arbitration, seeking to move the dispute to arbitration in Texas.

A demurrer has also been filed on behalf

of one of the individual defendants represented by the Company’s counsel, challenging the legal sufficiency of the complaint.

Company believes that the complaint is without any merit and intends to defend the matter vigorously.

Since the case is currently in

the pre-answer stage, an estimate of the possible loss or range of loss cannot be made at this moment.

as set forth above, we are not currently a party to any legal proceeding that we believe would adversely affect our financial position,

results of operations, or cash flows and are not aware of any material legal proceedings contemplated by governmental authorities.

HOLDINGS INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

13— Commitments and contingencies (cont.)

Listing Rule 5550(a)(2)

April 12, 2024, the Company received a letter (the “Notice”) from The Nasdaq notifying the Company that, because the closing

bid price for its common stock has been below $1.00 per share for 30 consecutive business days, it no longer complies with the minimum

bid price requirement for continued listing on The Nasdaq Capital Market (the “Minimum Bid Price Requirement”).

Nasdaq Listing

Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $ 1.00 per share (the “Minimum Bid Price Requirement”),

and Listing Rule 5810(c)(3)(A) provides that a failure to meet the Minimum Bid Price Requirement exists if the deficiency continues for

a period of 30 consecutive business days.

Notice has no immediate effect on the listing of the Company’s common stock on The Nasdaq.

Pursuant to Nasdaq Marketplace Rule

5810(c)(3)(A), the Company has been provided an initial compliance period of 180 calendar days, or until October 9, 2024 to regain compliance

with the Minimum Bid Price Requirement.

During the compliance period, the Company’s shares of common stock will continue to be

listed and traded on The Nasdaq.

To regain compliance, the closing bid price of the Company’s common stock must meet or exceed

$ 1.00 per share for a minimum of 10 consecutive business days during the 180-calendar day grace period.

October 25, 2024, the Company received written notice (the “Compliance Notice”) from the Nasdaq Office of General Counsel

of The Nasdaq Stock Market LLC informing the Company that it has regained compliance with the bid price requirement in Nasdaq Listing

Rule 5550(a)(2), which requires that companies listed on the Nasdaq Capital Market maintain a minimum bid price of $ 1.00 per share, and

that the Company’s securities will continue to be listed and traded on The Nasdaq Stock Market.

15 — Income taxes

18 unchanged sentences

Taxable margin is generally defined as revenues less certain costs.

HOLDINGS INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

14 — Income taxes (cont.)

and Baymax are incorporated in Hong Kong.

Under the two-tiered profits tax rates regime in Hong Kong, the first HK$2 million of profits

of the qualifying group entity will be taxed at 8.25%, and profits above HK$2 million will be taxed at 16.5% .

Lear and Baymax had no

taxable income for the periods presented;

therefore, no provision for income taxes is required.

income tax provision for the years ended September 30, 2025 and 2024 consisted of the following:

of income tax provision

current income tax provision

For the Years Ended

September 30,

Total current income tax provision

( 3,036,147 )

Increase/(decrease)

in valuation allowance

deferred taxes

Total provision for

( 1,532,244 )

Increase/(decrease) in valuation allowance

Total deferred taxes

Total provision for income taxes

deferred tax asset as of September 30, 2025 and 2024 consisted of the following:

of deferred tax

Stock-based compensation

For the Years Ended

September 30,

Net operating loss

1 unchanged sentence

Investment in Passthrough Entities

Allowance for Doubtful Accounts

Total deferred tax assets

1 unchanged sentence

( 3,036,147 )

( 1,532,244 )

Deferred tax assets net

company has net operating loss carry forwards of approximately $ 4.1 million and $ 2.5 million for the years ended September 30, 2024 and

2023, respectively.

company has U.S.

federal net operating loss carry forwards of approximately $ 3.9 million and $ 4.1 million for the years ended September

30, 2025 and 2024, respectively.

The operating losses do not expire.

The company also has Hong Kong net operating loss carry forwards

of approximately $ 356 thousand and $ 0 for the years ended September 30, 2025 and 2024, respectively.

The operating losses do not expire.

periodically assess whether it is more likely than not whether we will generate sufficient taxable income to realize our deferred tax

7 unchanged sentences

We therefore have recorded a full valuation allowance against our net deferred

HOLDINGS INC.

AND SUBSIDIARIES

to Consolidated Financial Statements

14 — Income taxes (cont.)

Company is subject to U.S.

5 unchanged sentences

of effective rate income tax rate income tax

For the Years Ended

September 30,

Statutory tax rate

State (net of federal benefit)

effect of state income tax deduction and other permanent differences

Foreign tax rate differential

Net effect of state income tax deduction and other permanent differences

Effective tax rate

of September 30, 2024 and 2023, the outstanding income tax payable was both $ 0 .

of September 30, 2025 and 2024, the outstanding income tax payable was $ 800 and $ 0 , respectively.

16 — Segment Information

Company operates as a single reportable segment, which is consistent with how the Chief Operating Decision Maker (“CODM”),

the Chief Executive Officer, allocates resources and assesses performance.

The Company’s operations are centralized and integrated,

with financial results reviewed and managed on a consolidated basis.

Accordingly, management has determined that the Company has one

reportable segment under ASC Topic 280, Segment Reporting.

of Segment Profit or Loss

CODM reviews financial information on a consolidated basis, using Net Income as the primary measure of segment performance to monitor

budget versus actual results and decide where to allocate and invest additional resources to achieve continued growth.

Net Income is

defined as revenue less cost of goods sold and operating expenses, and other segment items (including interest income, interest expense,

other income and other expenses), and income taxes.

Segment Expense Categories Provided to the CODM

CODM regularly receives and reviews the following expense categories, which are included in the segment’s measure of profit or

of segment information

For the Years Ended

September 30,

Cost of revenues

Sales and marketing expenses

– Marketing service expenses

General and administrative expenses

– Payroll and stock-based compensation expenses

– Professional service expenses

– Office related expenses

– Lease expenses

– Travel expenses

Other segment expenses (income), net

Income tax expense

Net loss from continuing operations

$ ( 6,814,050 )

$ ( 607,692 )

Net loss from discontinued operations

( 2,606,137 )

following table presents revenues by geographic area based on the sales location of our products:

of revenues by geographic area

For the Years Ended

September 30,

Total revenue

17 — Stock-based compensation

Company recorded stock-based compensation expense as follows:

Schedule of stock-based compensation expense

For the Years Ended

September 30,

Restricted stock:

– Stock awards

January 16, 2025, pursuant to the Omnibus Incentive Plan, the Company granted 150,000 shares of our common stock to our Chief Executive

Officer Ding Wei, and 51,355 shares of our common stock to our Chief Financial Officer Mengshu Shao.

The stock grant does not have vesting

The price of the granted stocks is based on the closing price of the Company’s stock on grant date, which is $ 5.17 per

As of September 30, 2025, there was no outstanding restricted shares under the Omnibus Incentive Plan.

May 28, 2025, pursuant to 2025 Omnibus Incentive Plan, the Company granted 880,000 shares of its common stock to the Company’s

The stock grant does not have vesting period.

The price of the granted stocks is based on the closing price of the Company’s

stock on grant date, which is $ 1.29 per share.

As of September 30, 2025, there was no outstanding restricted shares under the 2025 Omnibus

Incentive Plan.

18 — Subsequent events

October 14, 2024, the Company entered into an equity investment agreement with an individual, securing a 15 % ownership interest in CoreModu

LLC, a company specializing in the production of light steel structural materials.

The investment totaled $ 1.4 million.

October 31, 2024, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain investors

(the “Investors”), providing for the sale and issuance of 500,000 shares (the “Shares”) of the Company’s

common stock, no par value (the “Common Stock”), for an aggregate purchase price of $ 2,000,000 at $ 4.00 per share.

The purchase,

sale, and issuance of the Shares (the “Closing”) are planned to take place on or before November 6, 2024.

The Shares were

issued pursuant to the Purchase Agreement, were not registered under the Securities Act of 1933, as amended (the “Securities Act”),

and were issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act

or Regulation S promulgated under the Securities Act.

The Company relied on these exemptions from registration based in part on representations

made by the Investors.

October 31, 2024, in connection with the Purchase Agreement, the Company entered into a Registration Rights Agreement with the Investors

(the “Registration Rights Agreement”).

The Registration Rights Agreement provided, among other things, that the Company will

as soon as reasonably practicable, and in any event no later than December 31, 2024, file with the SEC (at the Company’s sole cost

and expense) a registration statement registering the resale of the Shares of Common Stock.

The Company agreed to use its commercially

reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof.

November 13, 2024, the Company entered into a Securities Purchase Agreement with nine non-U.S.

investors, pursuant to which the Company

agreed to issue and sell in a private placement offering, an aggregate of 729,167 shares of common stock, no par value, at a purchase

price per share of $ 4.80 , for gross proceeds of approximately $ 3.5 million, of which proceeds will be used for working capital and other

general corporate purposes.

The Private Placement closed on November 20, 2024.

As of November 27, 2024, the Company has received funds

from six of the nine Purchasers and an aggregate purchase price of $ 2,475,000 .

The remaining three Purchasers are in the process of completing

their wire transfers.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCAIL DISCLOSURE.

October 2, 2025, the Company entered into a loan agreement with a non-related party, providing a principal amount of $ 2,000,000 at an

annual interest rate of 4.5 %.

The loan term is twelve months, with the principal and accrued interest due for repayment on or before

October 1, 2026.

November 12, 2025, the Company entered into a sales agreement (the “Sales Agreement”) with Aegis Capital Corp.

Agent”), pursuant to which the Company may offer and sell, from time to time, to or through the Sales Agent, shares of the Company’s

common stock, with no par value, having an aggregate offering price of up to $ 50.0 million (the “Placement Shares”).

Company is not obligated to sell any Placement Shares under the Sales Agreement.

Subject to the terms and conditions of the Sales Agreement,

the Sales Agent will use commercially reasonable efforts, consistent with its normal trading and sales practices and applicable state

and federal laws, rules and regulations and the rules of The Nasdaq Stock Market LLC (“Nasdaq”), to sell Placement Shares

from time to time based upon the Company’s notice and instructions, up to the amount specified therein.

Under the Sales Agreement,

the Sales Agent may sell Placement Shares by any method permitted by law deemed to be an “at the market offering” as defined

in Rule 415(a)(4) under the Securities Act of 1933, including sales made directly on Nasdaq or on any other existing trading market or

directly to the Sales Agent as principal in negotiated transactions.

The Sales Agent may also sell Placement Shares by any other method

permitted by law, including in privately negotiated transactions, with the Company’s consent.

accordance with the Sales Agreement, the Company will pay the Sales Agent in cash, upon each sale of Placement Shares pursuant to the

Sales Agreement, an amount equal to three percent (3.0%) of the gross proceeds from each sale of Placement Shares.

The Sales Agreement

may be terminated by the Company and the Sales Agent at any time upon notice to the other party.

If not terminated earlier, the Sales

Agreement will automatically terminate upon the earlier to occur of (i) May 12, 2026 (the sixth month anniversary of the date of the

Sales Agreement), or (ii) the issuance and sale of all of the Placement Shares under the Sales Agreement.

November 12, 2025 to December 15, 2025, the Company issued an aggregate of 85,000,000 shares of Common Stock for the gross proceeds of

approximately $ 28 million through the Sales Agent pursuant to the Sales Agreement.

19 — Basic and diluted net loss per share

loss per share and diluted loss per share have been calculated in accordance with ASC 260 on computation of earnings per share for the

years ended September 30, 2025 and 2024 as follows:

dilutive securities are excluded from the calculation of diluted EPS in loss periods as their effect would be anti-dilutive.

of basic and diluted net loss per share

For the Years Ended

September 30,

Statement of Operations Summary Information:

Net loss from continued operation

$ ( 6,814,050 )

$ ( 607,692 )

Weighted- average common shares outstanding – basic and diluted

Net loss per share, basic and diluted from continued operation

Net loss from discontinued operation

$ ( 265,313 )

$ ( 2,606,137 )

Weighted- average common shares outstanding – basic and diluted

Net loss per share, basic and diluted from continued operation

of September 30, 2025 and 2024, there were no potentially dilutive shares.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

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 8. Financial Statements and Supplementary Data