INNO HOLDINGS INC. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA INDEX TO FINANCIAL STATEMENTS Page 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 ) F-2 Report of Independent Registered Public Accounting Firm PCAOB ID# ( 2485 ) F-3 Consolidated Balance Sheets as of September 30, 2025 and 2024 F-4 Consolidated Statements of Operations for the years ended September 30, 2025 and 2024 F-6 Consolidated Statements of Changes in Stockholders’ Equity for the years ended September 30, 2025 and 2024 F-7 Consolidated Statements of Cash Flows for the years ended September 30, 2025 and 2024 F-8 Notes to Consolidated Financial Statements F-9 F- 1 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors Inno Holdings Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Inno Holdings Inc. and its subsidiaries (the “Company”) as of 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”). Going Concern The 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 concern. 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. Basis for Opinion These 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 audit. We are a public accounting firm registered with the Public 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. We conducted our audit 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. 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. 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 risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. 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 our opinion. /s/ JWF Assurance PAC We have served as the Company’s auditor since 2025. JWF Assurance PAC Singapore December 15, 2025 PCAOB ID Number 7095 F- 2 Report of Independent Registered Public Accounting Firm Shareholders and Board of Directors Inno Holdings Inc. Brookshire, TX Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheet 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. Basis for Opinion These 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 audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit 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. 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. 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 risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. 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 our opinion. Critical Audit Matter 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 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. /s/ Simon & Edward, LLP (PCAOB ID: 2485) We have served as the Company’s auditor since 2024. Rowland Heights, California December 9, 2024, except for Note 10 which is dated December 12, 2025 F- 3 INNO HOLDINGS INC. AND SUBSIDIARIES Consolidated Balance Sheets As of September 30, 2025 and 2024 September 30, 2025 September 30, 2024 ASSETS Current assets Cash and cash equivalent $ 10,130,942 $ 1,077,138 Inventories 2,107,000 - Prepayments and other current assets 1,567,441 65,797 Current assets from discontinued operations - 3,026,402 Total current assets 13,805,383 4,169,337 Non-current assets Goodwill, net - - Equity investment 2,200,000 - Total non-current assets 2,200,000 - Total assets $ 16,005,383 $ 4,169,337 LIABILITIES AND EQUITY Current liabilities Advance from customer 100,000 - Other payables and accrued liabilities 318,110 138,700 Short-term loan payable 50,000 50,000 Current liabilities from discontinued operations - 1,183,101 Total current liabilities 468,110 1,371,801 Non-current liabilities SEPA liabilities 370,546 - Total non-current liabilities 370,546 - Total liabilities 838,656 1,371,801 F- 4 INNO HOLDINGS INC. AND SUBSIDIARIES Consolidated Balance Sheets As of September 30, 2025 and 2024 September 30, 2025 September 30, 2024 Stockholders’ Equity Common stock, no par value; 100,000,000 shares authorized; 12,948,480 and 2,279,960 shares issued and outstanding on September 30, 2025 and September 30, 2024 * — — Additional paid in capital 29,984,734 10,748,534 Accumulated deficit ( 14,818,007 ) ( 7,738,644 ) Non-controlling interest - ( 212,354 ) Total equity 15,166,727 2,797,536 Total liabilities and equity $ 16,005,383 $ 4,169,337 * Adjusted retroactively for reverse stock split that occurred on October 9, 2024, see Note 2. The accompanying notes are an integral part of these Consolidated Financial Statements. F- 5 INNO HOLDINGS INC. AND SUBSIDIARIES Consolidated Statements of Operations For the Years Ended September 30, 2025 and 2024 2025 2024 For the Years Ended September 30, 2025 2024 REVENUES: Revenue - products $ 2,846,250 $ - Total revenue 2,846,250 - COSTS OF REVENUE: Costs of goods sold 2,790,500 - Total cost of sales 2,790,500 - GROSS PROFIT 55,750 - OPERATING EXPENSES: Selling, general and administrative expenses (exclusive of expenses shown separately below) 4,414,709 844,844 Impairment loss on goodwill 3,514 - Total operating expenses 4,418,223 844,844 LOSS FROM OPERATIONS ( 4,362,473 ) ( 844,844 ) OTHER INCOME (EXPENSE) Interest income, net 62,925 99,744 Loss on investment disposal ( 2,152,522 ) - Change in fair value of SEPA ( 370,546 ) - Other non-operating income, net 9,366 138,208 Total other (expenses) income, net ( 2,450,777 ) 237,952 LOSS BEFORE INCOME TAXES ( 6,813,250 ) ( 606,892 ) INCOME TAX EXPENSE ( 800 ) ( 800 ) NET LOSS FROM CONTINUING OPERATIONS ( 6,814,050 ) ( 607,692 ) Net loss from discontinued operations ( 195,796 ) ( 2,643,435 ) NET LOSS $ ( 7,009,846 ) $ ( 3,251,127 ) Non-controlling interest 69,517 ( 37,298 ) NET LOSS ATTRIBUTABLE TO INNO HOLDINGS INC. $ ( 7,079,363 ) $ ( 3,213,829 ) WEIGHTED AVERAGE NUMBER OF COMMON STOCK* Basic and Diluted 5,401,162 2,022,263 LOSSES PER SHARE Basic and Diluted from Continuing Operation ( 1.26 ) ( 0.30 ) Basic and Diluted from Discontinuing Operation ( 0.05 ) ( 1.29 ) Basic and Diluted, Total $ ( 1.31 ) $ ( 1.59 ) * 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. The accompanying notes are an integral part of these Consolidated Financial Statements. F- 6 INNO HOLDINGS INC. AND SUBSIDIARIES Consolidated Statements of Changes in Stockholders’ Equity For the Years Ended September 30, 2025 and 2024 Shares Amount * Capital Deficit interest Total Common Stock* Additional Paid in Accumulated Non- controlling Shares Amount Capital Deficit interest Total Balance, September 30, 2023 1,825,173 $ - $ 2,830,000 $ ( 4,524,815 ) $ ( 248,771 ) $ ( 1,943,586 ) Net loss - - - ( 3,213,829 ) ( 37,298 ) ( 3,251,127 ) Shares issued upon IPO completion 250,000 - 7,859,534 - - 7,859,534 Disposal of subsidiary - - - - 73,715 73,715 Warrants assumption - - ( 13,000 ) - - ( 13,000 ) Shares issued for service 5,000 - 72,000 - - 72,000 Fractional shares round up due to reverse stock split 199,787 - - - - - Balance, September 30, 2024 2,279,960 - 10,748,534 ( 7,738,644 ) ( 212,354 ) 2,797,536 Net loss - - - ( 7,079,363 ) 69,517 ( 7,009,846 ) Disposal of subsidiary - - - - 142,837 142,837 Stock-based compensation 1,081,355 - 2,176,205 - - 2,176,205 Shares issued for cash 9,587,165 - 17,059,995 - - 17,059,995 Balance, September 30, 2025 12,948,480 $ - $ 29,984,734 $ ( 14,818,007 ) $ - $ 15,166,727 * 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 in the consolidated financial statements have been retroactively adjusted. The accompanying notes are an integral part of these Consolidated Financial Statements. F- 7 INNO HOLDINGS INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows For the Years Ended September 30, 2025 and 2024 2025 2024 For the Years Ended September 30, 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES: Net loss from continuing operations $ ( 6,814,050 ) $ ( 607,692 ) Net loss from discontinuing operations ( 265,313 ) ( 2,606,137 ) Adjustments to reconcile net income to cash used in operating activities: Stock-based compensation expense 2,185,205 146,333 Loss from investment disposal 2,152,522 - Impairment loss on goodwill 3,514 - Change in fair value of SEPA 370,546 - Inventories ( 2,107,000 ) - Deferred offering costs - ( 51,701 ) Prepayments and other current assets ( 133,710 ) ( 3,844,630 ) Accounts payable - ( 31,248 ) Accounts payable - related party - ( 263,592 ) Advance from customer 100,000 - Operating lease liabilities - ( 39,221 ) Other payables and accrued liabilities 178,496 296,522 Operating cash flow used by discontinued operations ( 398,948 ) 1,479,390 Net cash used in operating activities ( 4,728,738 ) ( 5,521,976 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of investment in equity investee ( 3,602,600 ) - Proceed from investment disposal 352,000 - Net cash used in investing activities by discontinued operations ( 26,853 ) ( 547,060 ) Net cash used in investing activities ( 3,277,453 ) ( 547,060 ) CASH FLOWS FROM FINANCING ACTIVITIES: Payments to related parties - ( 627,000 ) Payments to short-term loans - ( 180,000 ) Warrants assumption - ( 13,000 ) Proceeds from IPO - 8,450,000 Shares issued for cash 17,059,995 - Net cash used in financing activities by discontinued operations - ( 485,765 ) Net cash provided by financing activities 17,059,995 7,144,235 CHANGES IN CASH AND CASH EQUIVALENT 9,053,804 1,075,199 CASH AND CASH EQUIVALENT, beginning of period 1,077,138 1,939 CASH AND CASH EQUIVALENT, ending of period $ 10,130,942 $ 1,077,138 SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for income tax $ - $ 800 Cash paid for interest $ - $ 23,697 Noncash deferred offering costs offset to APIC upon IPO completion $ - $ 590,466 Right-of-use assets obtained in exchange for operating lease liabilities $ - $ 356,741 Deposit applied to lease liability $ - $ 39,699 The accompanying notes are an integral part of these Consolidated Financial Statements. F- 8 INNO HOLDINGS INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 1 — Nature of business and organization INNO HOLDINGS, INC., a Texas corporation (the “Company”), was incorporated on September 8, 2021. The Company is principally engaged in the marketing and sale of construction products along with full-scope construction services in the US. On January 18, 2022, the Company formed a limited liability company, Castor Building Tech LLC (“CBT”), in California. The Company owned 53 % of the equity interest in CBT. On October 16, 2023, the Company and the noncontrolling interest parties reached a new ownership agreement that the Company’s ownership increased to 55 %. According to the new ownership agreement, the ownership percentage change is retroactively effective from January 18, 2022. The impact of historical noncontrolling interest allocation from this ownership percentage change is immaterial. Effective as of January 21, 2022, the Company acquired 100 % of the ordinary shares of Inno Metal Studs Corp. (“IMSC”), a Texas corporation incorporated on October 31, 2019. Pursuant to the terms of the Share Purchase Agreement with IMSC’s former sole owner and CEO of the Company, Mr. Dekui Liu, the Company issued 15,170,000 shares of its common stock to Mr. Dekui Liu in exchange for his 100 % ownership in IMSC. Upon completion of the transaction, IMSC became a 100 % owned subsidiary of the Company. Inno Research Institute LLC (“IRI”), a Texas limited liability company was formed on September 8, 2021, is a 65 % owned subsidiary of IMSC. On January 27, 2024, IRI was voluntarily terminated and resulted in a disposal loss of $ 23,715 . The R&D activities carried out by IRI will be transferred to Inno AI Tech Corp, a new subsidiary of the Company. On January 21, 2024, the Company incorporated Inno Disrupts Inc., a wholly owned subsidiary in Texas. The purpose of Inno Disrupts Inc. 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. On February 11, 2024, the Company incorporated Inno AI Tech Corp., a wholly owned entity to conduct AI tech research and consulting activities. On 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 Company. The acquisition of Lear was undertaken to support the Company’s entry into a new business initiative focused on electronic product trading. On 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. On 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 . On 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 . 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. for an aggregate purchase price of $ 100 . F- 9 Note 2 — Basis of Presentation and Summary of significant accounting policies Basis of presentation The accompanying financial statements have been prepared in accordance with the generally accepted accounting principles in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”). The Company’s fiscal year end date is September 30. Consolidated principles of consolidation The Consolidated financial statements include the accounts of the Company and its subsidiaries. All inter-company balances and transactions have been eliminated. Reclassifications 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. Going concern As of September 30, 2025, the Company had total cash and cash equivalent of $ 10,130,942 and accumulated deficit of $ 14,818,007 . For the 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. The 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. Standby Equity Purchase Agreement On 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 . The SEPA 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. Use of estimates and assumptions The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities reported and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. Actual results could differ from these estimates. Cash and cash equivalents Cash and cash equivalents consist of amounts held as cash on hand, bank and money market deposits, and marketable securities with maturities of less than 90 days. From time to time, the Company may maintain bank balances in interest bearing accounts in excess of the $ 250,000 , which is currently the maximum amount insured by the Federal Deposit Insurance Corporation for interest bearing accounts (there is currently no insurance limit for deposits in noninterest bearing accounts). The Company has not experienced any losses with respect to cash. Management believes the Company is not exposed to any significant credit risk with respect to its cash. Accounts receivable During the ordinary course of business, the Company extends unsecured credit to its customers. Accounts receivable are stated at the amount the Company expects to collect from customers. Management reviews its accounts receivable balances each reporting period to determine if an allowance for credit loss is required. In 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. F- 10 The Company continuously monitors the recoverability of accounts receivable. If there are any indicators that a customer may not make payment, the Company may consider making provision for non-collectability for that particular customer. At the same time, the Company may cease further sales or services to such customer. The following are some of the factors that the Company develops allowance for credit losses: ● 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; and ● other objective evidence indicates non-collectability of the accounts receivable. The adoption of the credit loss accounting standard has no material impact on the Company’s consolidated financial statements. Accounts receivable are recognized and carried at carrying amount less an allowance for credit losses, if any. The Company maintains an allowance for credit losses resulting from the inability of its customers to make required payments based on contractual terms. The Company reviews the collectability of its receivables on a regular and ongoing basis. The Company has also included in the calculation of allowance for credit losses based on its customers’ businesses and their ability to pay their accounts receivable. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. The Company also considers external factors to the specific customer, including current conditions and forecasts of economic conditions. In the event we recover amounts previously written off, 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. Fair values of financial instruments ASC 825, “Disclosures about Fair Value of Financial Instruments,” requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and all other current assets and liabilities are approximate fair values due to their short-term nature. For other financial instruments to be reported at fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines the fair value of its financial instruments 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: Level 1 — Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; Level 2 — 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; and Level 3 — 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. On 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. F- 11 The 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. Summary of Changes in Fair Value of Derivative Liabilities Level 3 Liabilities Fair Value at September 30, 2024 Issuances (Settlements) Change in Unrealized (Gains) Losses Fair Value at September 30, 2025 SEPA derivative liability $ - $ - $ 370,546 $ 370,546 Revenue recognition The 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 are met: a contract has been identified, separate performance obligations are identified, the transaction price is determined, the transaction price is allocated to separate performance obligations and revenue is recognized upon satisfying each performance obligation. The Company transfers the risk of loss or damage upon delivery, therefore, revenue from product sales is recognized when it is delivered to the customer. For services, all sales are recognized upon completion based on terms stated in the sales agreements. The Company evaluates the criteria of ASC 606 — Revenue Recognition Principal Agent Considerations in determining whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as commissions. Generally, when the Company is primarily responsible for fulfilling the promise to provide a specified good or service, the Company is subject to inventory risk before the good or service has been transferred to a customer and the Company has discretion in establishing the price, revenue is recorded at gross. Payments received prior to the delivery of goods to customers are recorded as unearned revenue. Sales discounts are recorded in the period in which the related sale is recognized. Sales return allowances are estimated based on historical amounts and are recorded upon recognizing the related sales. Shipping and handling costs are recorded as selling expenses. Revenue from electronic products trading is recognized at the point of delivery when the customer obtains control of the products. Costs and expenses Costs and expenses are operating expenses, which consist of costs of material and labor, selling, general and administrative expenses, and depreciation, are expensed as incurred. Inventory Inventory consists of material and finished goods ready for sale and is stated at the lower of cost or net realizable value. The Company values its inventory using the FIFO costing method. The Company’s policy is to include as a part of cost of goods sold any freight incurred to ship the product from its vendors to warehouses. Outbound freight costs related to shipping costs to customers are considered periodic costs and are reflected in selling expenses. The Company regularly reviews inventory and considers forecasts of future demand, market conditions and product obsolescence. If the estimated realizable value of the inventory is less than cost, the Company makes provisions in order to reduce its carrying value to its estimated net realizable value. The Company regularly assesses its inventory for obsolescence and records an allowance only when the inventory is no longer suitable for reproduction. The Company’s inventory generally has a long life cycle and does not become obsolete quickly. F- 12 Deferred offering costs The Company capitalizes certain legal, accounting and other third-party fees that are directly related to an equity financing that is probable of successful completion until such financing is consummated. After consummation of an equity financing, these costs are recorded as a reduction of the proceeds received as a result of the financing. Should a planned equity financing be abandoned, terminated or significantly delayed, the deferred offering costs are immediately written off to operating expenses in the consolidated statements of operations in the period of determination. Property and equipment Property and equipment is stated at their historical cost, less accumulated depreciation. Depreciation on property and equipment is provided using the straight-line method over the estimated useful lives of the assets as follows: Schedule of depreciation on property and equipment Machinery and equipment 7 years Office equipment 5 years Motor vehicles 5 years Leasehold improvements the shorter of the lease term or the estimated useful life of the improvements Expenditures for renewals and betterments are capitalized while repairs and maintenance costs are normally charged to the statement of operations in the year in which they are incurred. In situations where it can be clearly demonstrated that the expenditure has resulted in an increase in the future economic benefits expected to be obtained from the use of the asset, the expenditure is capitalized as an additional cost of the asset. Upon sale or disposal of an asset, the historical cost and related accumulated depreciation or amortization of such asset were removed from their respective accounts and any gain or loss is recorded in the statements of income. The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property is used, and the effects of obsolescence, demand, competition and other economic factors. 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. Goodwill Goodwill 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. F- 13 Leases On its inception date, the Company adopted ASC 842 — Leases (“ASC 842”), which requires lessees to record right-of-use (“ROU”) assets and related lease obligations on the balance sheet, as well as disclose key information regarding leasing arrangements. ROU assets represent our right to use an underlying asset for the lease terms and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company generally uses its incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Stock-based Compensation The Company applies ASC No. 718, “Compensation-Stock Compensation,” which requires that share-based payment transactions with employees and nonemployees upon adoption of ASU 2018-07, be measured based on the grant date fair value of the equity instrument and recognized as compensation expense over the requisite service period, with a corresponding addition to equity. Under this method, compensation cost related to employee share options or similar equity instruments is measured at the grant date based on the fair value of the award and is recognized over the period during which an employee is required to provide service in exchange for the award, which generally is the vesting period. In addition to the requisite service period, the Company also evaluates the performance condition and market condition under ASC 718-10-20. For an award which contains both a performance and a market condition, and where both conditions must be satisfied for the award to vest, the market condition is incorporated into the fair value of the award, and that fair value is recognized over the employee’s requisite service period or nonemployee’s vesting period if it is probable the performance condition will be met. If the performance condition is ultimately not met, compensation cost related to the award should not be recognized (or should be reversed) because the vesting condition in the award has not been satisfied. The Company will recognize forfeitures of such equity-based compensation as they occur. Segment Reporting The Company uses the management approach in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions, allocating resources and assessing performance as the source for determining the Company’s reportable segments. During the years ended September 30, 2025 and 2024, the Chief Executive Officer has been identified as the chief operating decision maker. The Company’s chief operating decision maker regularly reviews consolidated assets and consolidated operating results prepared under U.S. GAAP for the enterprise as a whole when making decisions about allocating resources and assessing performance of the Company. Consequently, management has determined that the Company only has one operating segment as defined under ASC 280-10-50. Income taxes The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their perspective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are recorded, when necessary, to reduce deferred tax assets to the amount expected to be realized. F- 14 As a result of the implementation of certain provisions of ASC 740, Income Taxes (“ASC 740”), which clarifies the accounting and disclosure for uncertainty in tax position, as defined, ASC 740 seeks to reduce the diversity in practice associated with certain aspects of the recognition and measurement related to accounting for income taxes. The Company has adopted the provisions of ASC 740 since inception and has analyzed filing positions in each of the federal and state jurisdictions where the Company is required to file income tax returns, as well as open tax years in such jurisdictions. The Company has identified the U.S. federal jurisdiction, and the states of Texas and California, as its “major” tax jurisdictions. However, the Company has certain tax attribute carryforwards which will remain subject to review and adjustment by the relevant tax authorities until the statute of limitations closes with respect to the year in which such attributes are utilized. The Company believes that its income tax filing positions and deductions will be sustained on audit and do not anticipate any adjustments that will result in a material change to its financial position. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to ASC 740. The Company’s policy for recording interest and penalties associated with income-based tax audits is to record such items as a component of income taxes. Commitments and contingencies In the ordinary course of business, the Company is subject to certain contingencies, including legal proceedings and claims arising out of the business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes its liability for such contingency if it determines it is probable that a loss has occurred and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments including historical and specific facts and circumstances of each matter. Earnings per share Basic 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. Recently issued but not yet adopted accounting pronouncements In 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. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures. The new guidance requires enhanced disclosures about income tax expenses. The Company is required to adopt this guidance in the first quarter of the fiscal year 2026. Early adoption is permitted on a prospective basis. We are currently evaluating the impact of this ASU on our annual income tax disclosures. In June 2022, FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The amendments in this ASU clarify the guidance in ASC 820 on the fair value measurement of an equity security that is subject to a contractual sale restriction and require specific disclosures related to such an equity security. This standard is effective for fiscal years beginning after December 15, 2024. The Company does not expect the adoption of this standard to have a material impact on the consolidated financial statements. The 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. F- 15 Subsequent events The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the consolidated financial statements are available to be issued. Material subsequent events that required recognition or additional disclosure in the consolidated financial statements are presented. Note 3 — Inventories As of September 30, 2025 and 2024, inventories consisted of the following: Schedule of inventories September 30, 2025 September 30, 2024 Merchandise inventory $ 2,107,000 $ - Total $ 2,107,000 $ - As of September 30, 2025 and 2024, there was no allowance for obsolescence recorded. Note 4 — Prepayments and other current assets As of September 30, 2024 and 2025, prepayments and other current assets consisted of the following: Schedule of prepayment and other current assets September 30, 2025 September 30, 2024 Loan and Interest receivable $ 916,164 $ - Receivable from sales of equity investment 350,100 - Advance to suppliers 157,250 - Prepaid rent 48,000 - Prepaid insurance 34,028 35,172 Prepaid for legal fee 24,649 - Deposits 24,000 - Advance to other service providers - 27,125 Other prepayments and current assets 13,250 3,500 Total $ 1,567,441 $ 65,797 On 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 27, 2026. 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 . Note 5 — Equity Investments On 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. On 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 . F- 16 On 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. On 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. Note 6 — Goodwill, net As of September 30, 2025 and 2024, goodwill consisted of the following: Schedule of goodwill, net Balance at September 30,2024 $ - Acquisition 3,514 Impairment losses ( 3,514 ) Balance at September 30, 2025 $ - Goodwill 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. Note 7 — Other payables and accrued liabilities As of September 30, 2024 and 2025, prepayments and other current assets consisted of the following: Schedule of other payables and accrued liabilities September 30, 2025 September 30, 2024 Payable to service providers $ 317,283 $ 138,700 State tax payable 800 - Other payables 27 - Total $ 318,110 $ 138,700 Other payables and accrued liabilities $ 318,110 $ 138,700 Note 8 — Loans payable Shont term loan without interest From June 2023 to August 2023, the Company borrowed short-term loans due on demand without interest, amounting to $ 230,000 from three individuals for operating purposes. As of September 30, 2025 and 2024, the outstanding balance due to these individuals were $ 50,000 and $ 50,000 , respectively. The balance was presented on the consolidated balance sheet as a short-term loan. F- 17 Note 9 — Standby Equity Purchase Agreement On 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 . The SEPA 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. The Company intends to utilize the SEPA to access capital to fund its operations. 3,200,000 shares have been issued for the year ended September 30, 2025. A 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 Valuation assumptions: September 30, 2025 July 4, 2025 Expected draws $ 3,600,000 $ 4,950,000 Expected probability of draws 90 % 90 % Risk-free interest rate 1.07 % 1.39 % The 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 including: (a) total expected draws of $ 3,600,000 at September 30, 2025; (b) the expected probability of the draws on the SEPA, which the Company estimate based on our expectation of the draws being completed; and (c) risk-free 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. These estimates may be subjective in nature and involve uncertainties and matters of judgment and therefore cannot be determined with exact precision. On August 27, 2025, the Company sold 3,200,000 shares of common stock under the SEPA, raising approximately $ 1,536,000.00 . Note 10 — Discontinued operations On 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 . On 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. F- 18 In 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: Schedule of discontinued operations September 30, 2025 September 30, 2024 Current assets from discontinued operations Cash and cash equivalent $ - $ 449,523 Inventories - 333,074 Prepayments and other current assets - 363,076 Right-of-use assets - 570,295 Property and equipment, net - 1,300,583 Other current assets - 9,851 Total current assets from discontinued operations $ - $ 3,026,402 Current liabilities from discontinued operations Accounts payable $ - $ 271,507 Deferred revenue - 590,260 Other payables and accrued liabilities - 149,252 Other payables – related party - 1,000 Operating lease liability – current - 60,236 Long-term notes payable – current portion 51,898 Notes payable - 58,948 Total current liabilities from discontinued operations $ - $ 1,183,101 In 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: 2025 2024 For the Years Ended September 30, 2025 2024 Revenue $ 2,000 $ 885,495 Cost of sales - 409,169 GROSS PROFIT 2,000 476,326 Selling, general and administrative expenses (exclusive of expenses shown separately below) 188,282 2,834,022 Impairment loss on goodwill - 23,911 Bad debt expense - 59,935 Depreciation 30,930 87,116 Total operating expenses 219,212 3,004,984 LOSS FROM OPERATIONS ( 217,212 ) ( 2,528,658 ) Interest expenses, net ( 2,522 ) ( 23,697 ) Other non-operating income (expense), net 23,938 ( 91,080 ) Total other (expenses) income, net 21,416 ( 114,777 ) Net loss from discontinued operations ( 195,796 ) ( 2,643,435 ) Non-controlling interest 69,517 ( 37,298 ) Net loss from discontinued operations to the Company $ ( 265,313 ) $ ( 2,606,137 ) F- 19 In 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: 2025 2024 For the Years Ended September 30, 2025 2024 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 69,517 - Loss from settlement - 28,796 Depreciation expense 30,930 87,116 Bad debt expense - 59,935 Non-cash operating lease expense 69,003 224,216 Fixed assets disposal loss 63,035 5,035 Loss from investment disposal - 23,715 Impairment loss on goodwill - 23,911 Change in discontinued operating assets and liabilities: Accounts receivable - 10,500 Inventories - 61,219 Prepayments and other current assets 85,535 5,644,166 Accounts payable 11,798 ( 449,638 ) Accounts payable - related party - ( 222,003 ) Unearned revenue - ( 547,568 ) Operating lease liabilities ( 4,282 ) ( 690,138 ) Other payables and accrued liabilities ( 437,889 ) ( 173,735 ) Note payable ( 21,282 ) - Net cash used in operating activities by discontinued operations ( 398,948 ) 1,479,390 CASH FLOWS FROM INVESTING ACTIVITIES: Fixed assets additions ( 26,853 ) ( 559,629 ) Proceed from fixed assets disposal - 12,569 Net cash used in investing activities by discontinued operations ( 26,853 ) ( 547,060 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from related parties - 123,628 Payments to short-term loans - ( 560,000 ) Payment to long-term note - ( 49,393 ) Net cash provided by financing activities - ( 485,765 ) CHANGES IN CASH AND CASH EQUIVALENT $ ( 425,801 ) $ 446,565 Note 11 — Related party transactions The Company borrows short term loans without interest from its Former CEO, Mr. Dekui Liu, for operation and cashflow needs from time to time. As of September 30, 2025 and 2024, the amount due to Mr. Liu was $ Nil and $ 1,000 , respectively. F- 20 Starting in December 2022, for operation and cashflow needs, the Company advances funds from Zfounder Organization Inc., (“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 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. In March 2023, the Company entered into an agreement with Vision Opportunity Fund LP, a Florida limited partnership partially owned by a 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. 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. As Zfounder 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. On October 14, 2024, the Company entered into an equity investment agreement with an individual, securing a 15 % ownership interest in Core Modu LLC. 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. The 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. Note 12 — Equity The Company was incorporated in Texas on September 8, 2021. The total authorized shares of capital stock were 200,000,000 shares without par value. On 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. On 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 “INHD”. 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. All share numbers of the Company’s Common Stock are stated on a post-split basis. F- 21 As 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. In 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. In 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. In 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. On 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. On June 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. The registration statement for the Company’s Initial Public Offering (the “Offering”) was declared effective on November 9, 2023. The Common Stock commenced trading on the Nasdaq Capital Market (the “Nasdaq”) on December 14, 2023, under the symbol “INHD.” The closing of the Offering took place on December 18, 2023. On December 18, 2023, in connection with the closing 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. Pursuant to the warrant assumption agreement, the Company paid an aggregate amount of $ 13,000 for the assumption of the Warrants. The paid amount of $ 13,000 was recorded to reduce Additional Paid-in Capital. As of September 30, 2025, the Warrants are no longer outstanding. The total gross proceeds from the Offering were $ 10,000,000 , before deducting underwriting discounts and other offering expenses associated with the Offering payable by the Company or paid by the Company. Transaction costs related to the offering amounted to $ 2,140,466 , consisting of $ 700,000 of underwriting fees, $ 345,876 of underwriting related expenses, $ 595,000 of legal fees and $ 499,590 of other costs. Of the total transaction cost of $ 2,140,466 , $ 590,466 in transaction costs were incurred and paid by the company before the closing date. These costs were recorded as deferred offering costs and were offset to equity upon the completion of the IPO. $ 8,450,000 total net cash from the Offering has been received by the Company on December 19, 2023. On 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. On 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. F- 22 On 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. On 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. On May 28, 2025, pursuant to 2025 Omnibus Incentive Plan, the Company granted 880,000 shares of its common stock to the Company’s employees. On 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 . The June 2025 Offering closed on June 6, 2025 and the Company received gross proceeds of $ 529,000 . On 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. On July 4, 2025, the Company entered into the Standby Equity Purchase Agreement (the “July SEPA”) with the Investors. Pursuant 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 July SEPA. On 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. The Company 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. Note 13 — Concentration of risk Credit risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. As of September 30, 2025 and 2024, $ 420,086 and $ 1,526,661 respectively, were deposited with various major financial institutions in the United States. Accounts at each institution in the United States are insured by the Federal Deposit Insurance Corporation (FDIC) for up to $ 250,000 . 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. F- 23 Accounts receivable are typically unsecured and derived from revenue earned from customers, thereby exposing the Company to credit risk. The risk is mitigated by the Company’s assessment of its customers’ creditworthiness and its ongoing monitoring of outstanding balances. Customer and vendor concentration risk For 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. For the year ended September 30, 2025, two suppliers accounted for 100 % of the Company’s total purchases. For the year ended September 30, 2024, two suppliers accounted for 58 % of the Company’s total purchases. As of September 30, 2025, $ Nil outstanding of accounts payable. As of September 30, 2024, accounts payable to two suppliers accounted for 51 % of the Company’s total accounts payable. Note 14 — Commitments and contingencies From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. On July 23, 2024, the Company reached a settlement with a subcontractor’s customer for $ 73,000 . In 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 million. Accordingly, he claims to have lost a potential gain of $2 million . The case is currently in the pre-answer stage. The Company 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. The 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. Except 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. Note 15 — Income taxes United States On December 22, 2017, the President of the United States signed into law H.R.1, formerly known as the Tax Cuts and Jobs Act (the “Tax Legislation”). The Tax Legislation significantly revised the U.S. tax code by (i) lowering the U.S. federal statutory income tax rate from 35 % to 21 %, (ii) implementing a territorial tax system, (iii) imposing a one-time transition tax on deemed repatriated earnings of foreign subsidiaries, (iv) requiring a current inclusion of global intangible low taxed income of certain earnings of controlled foreign corporations in U.S. federal taxable income, (v) creating the base erosion anti-abuse tax regime, (vi) implementing bonus depreciation that will allow for full expensing of qualified property, and (vii) limiting deductibility of interest and executive compensation expense, among other changes. The Company has computed its tax expenses using the new statutory rate effective on January 1, 2018 of 21 %. Other provisions of the new legislation include, but are not limited to, limiting deductibility of interest and executive compensation expense. These additional items have been considered in the income tax provision for the years ended September 30, 2025 and 2024. F- 24 Texas imposes a franchise tax that applies to most business entities that are formed or qualified to do business, or which are otherwise doing business, in Texas. Under the Texas franchise tax, a 0.75 % tax is imposed for the years ended September 30, 2025 and 2024 on the Company’s taxable margin that is apportioned to Texas. Taxable margin is generally defined as revenues less certain costs. Hong Kong Lear 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. The income tax provision for the years ended September 30, 2025 and 2024 consisted of the following: Schedule of income tax provision 2025 2024 For the Years Ended September 30, 2025 2024 Current: Federal $ - $ - State 800 800 Total current income tax provision 800 800 Deferred: Federal ( 3,036,147 ) ( 1,532,244 ) State - Increase/(decrease) in valuation allowance 3,036,147 1,532,244 Total deferred taxes - - Total provision for income taxes $ 800 $ 800 The deferred tax asset as of September 30, 2025 and 2024 consisted of the following: Schedule of deferred tax 2025 2024 For the Years Ended September 30, 2025 2024 Net operating loss $ 3,036,147 $ 1,493,981 Depreciation - ( 47,602 ) Unearned revenue - 72,917 Investment in Passthrough Entities - 8,542 Others - 4,406 Total deferred tax assets 3,036,147 1,532,244 Less: valuation allowance ( 3,036,147 ) ( 1,532,244 ) Deferred tax assets net $ - $ - The 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. F- 25 Valuation Allowance We periodically assess whether it is more likely than not whether we will generate sufficient taxable income to realize our deferred tax assets and establish a valuation allowance if it’s we deem that will not likely be able to realize the benefit associated with our deferred tax assets. We consider all available positive and negative evidence and make certain assumptions to make this determination. We review our deferred tax liabilities, historical earnings, history of cycles of earnings and losses within our industry, our business environment and the potential to generate current and future earnings. We cannot determine at this time when we will be able to generate sufficient taxable income to realize our deferred tax assets. We therefore have recorded a full valuation allowance against our net deferred tax assets. The Company is subject to U.S. federal income tax as well as state income tax in certain jurisdictions. The tax years 2021 to 2025 remain open to examination by the major taxing jurisdictions to which the Company is subject. The following is a reconciliation of income tax expenses at the effective rate to income tax at the calculated statutory rates: Schedule of effective rate income tax rate income tax 2025 2024 For the Years Ended September 30, 2025 2024 Statutory tax rate Federal 21.00 % 21.00 % State (net of federal benefit) - ( 0.02 )% Foreign tax rate differential ( 0.24 )% - Net effect of state income tax deduction and other permanent differences ( 20.77 )% ( 21.00 )% Effective tax rate ( 0.01 )% ( 0.02 )% As of September 30, 2025 and 2024, the outstanding income tax payable was $ 800 and $ 0 , respectively. Note 16 — Segment Information Reportable Segments The 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. Measure of Segment Profit or Loss The 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. Significant Segment Expense Categories Provided to the CODM The CODM regularly receives and reviews the following expense categories, which are included in the segment’s measure of profit or loss. Schedule of segment information 2025 2024 For the Years Ended September 30, 2025 2024 Revenues $ 2,846,250 $ - Cost of revenues 2,790,500 - Sales and marketing expenses – Marketing service expenses 120,000 27,272 General and administrative expenses – Payroll and stock-based compensation expenses 2,358,751 146,333 – Professional service expenses 1,642,714 367,447 – Office related expenses 227,744 300,224 – Lease expenses 65,500 - – Travel expenses - 3,568 Other segment expenses (income), net 2,454,291 ( 237,952 ) Income tax expense 800 800 Net loss from continuing operations $ ( 6,814,050 ) $ ( 607,692 ) Net loss from discontinued operations ( 265,313 ) ( 2,606,137 ) F- 26 The following table presents revenues by geographic area based on the sales location of our products: Schedule of revenues by geographic area 2025 2024 For the Years Ended September 30, 2025 2024 Hong Kong $ 2,846,250 $ - Total revenue $ 2,846,250 $ - Note 17 — Stock-based compensation The Company recorded stock-based compensation expense as follows: Schedule of stock-based compensation expense 2025 2024 For the Years Ended September 30, 2025 2024 Restricted stock: – Stock awards $ 2,185,205 $ 146,333 Total $ 2,185,205 $ 146,333 On 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 period. 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 share. As of September 30, 2025, there was no outstanding restricted shares under the Omnibus Incentive Plan. On May 28, 2025, pursuant to 2025 Omnibus Incentive Plan, the Company granted 880,000 shares of its common stock to the Company’s employees. 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. Note 18 — Subsequent events On 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. On November 12, 2025, the Company entered into a sales agreement (the “Sales Agreement”) with Aegis Capital Corp. (the “Sales 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”). The 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. In 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. From 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. Note 19 — Basic and diluted net loss per share Basic 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: Potential dilutive securities are excluded from the calculation of diluted EPS in loss periods as their effect would be anti-dilutive. Schedule of basic and diluted net loss per share 2025 2024 For the Years Ended September 30, 2025 2024 Statement of Operations Summary Information: Net loss from continued operation $ ( 6,814,050 ) $ ( 607,692 ) Weighted- average common shares outstanding – basic and diluted 5,401,162 2,022,263 Net loss per share, basic and diluted from continued operation $ ( 1.26 ) $ ( 0.30 ) Net loss from discontinued operation $ ( 265,313 ) $ ( 2,606,137 ) Weighted- average common shares outstanding – basic and diluted 5,401,162 2,022,263 Net loss per share, basic and diluted from continued operation $ ( 0.05 ) $ ( 1.29 ) As of September 30, 2025 and 2024, there were no potentially dilutive shares. F- 27 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None.