Annual Report for Fiscal Year Ending September 30, 2025 (Form 20-F)

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion and analysis of our financial condition and results of operations for the fiscal years ended September 30, 2025, 2024, and 2023 should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this Annual Report. Our consolidated financial statements have been prepared in accordance with U.S. GAAP. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. See "Forward-Looking Statements" for a discussion of the uncertainties, risks and assumptions associated with these statements. Actual results and the timing of events could differ materially from those discussed in our forward-looking statements as a result of many factors, including those set forth under "Risk Factors" and elsewhere in this Annual Report.

A. Operating Results

Overview

Through our subsidiaries, we are a wealth management services provider based in Hong Kong. Our subsidiaries strive to serve their high net worth and ultra-high net worth clients in Asia by identifying wealth management product brokers and underlying investment products to match the wealth management and preservation objectives of their clients. Our subsidiaries also provide wealth management based AI solutions services to enterprise client. Previously, our subsidiaries provided asset management services, and asset management related advisory services by acting as the investment advisor and fund manager for their clients. We believe that our subsidiaries' wealth management services and AI solutions services cater to different objectives of their clients. We believe our subsidiaries' clients allocate their funds according to their financial objectives through asset investment or wealth management products such as insurance policies, and thus our subsidiaries' two operations do not compete with each other. We conduct our operations primarily through our subsidiaries.

Wealth Management Service

For the fiscal years ended September 30, 2025, 2024 and 2023, we generated approximately 0.03%, 5.12%, and 100.00% of our total revenues through our subsidiaries' wealth management services operation, respectively. In the fiscal year ended September 30, 2025, we generated 100% of our wealth management services revenue from referral fees as a result of the update of referral service agreements with an insurance broker for referrals in connection with several purchases of saving plan insurance policies and critical illness insurance policies by clients. In the fiscal year ended September 30, 2024, we generated 100% of our wealth management services revenue from referral fees as a result of the update of referral service agreements with an insurance broker for referrals in connection with several purchases of saving plan insurance policies and critical illness insurance policies by clients. In the fiscal year ended September 30, 2023, we generated 98.07% of our wealth management services revenue from referral fees as a result of the update of referral service agreements with an insurance broker for referrals in connection with several purchases of saving plan insurance policies and critical illness insurance policies by clients. From the launch of our subsidiaries' wealth management services to September 30, 2025, our subsidiaries provided referrals to insurance brokers that resulted in purchase of an aggregate of 85 insurance policies, of which 46 were savings plan insurance policies, 17 were critical illness insurance policies, 19 were high-end medical insurance policies, and three were life insurance policies.

Our subsidiaries support their clients during the origination of the insurance policy products when the clients subscribe to the policies as well as the annual renewals on the policy anniversary dates of each policy and through each policy's premium payment term.

On October 1, 2019, we adopted ASC 606 using the modified retrospective method for all contracts not completed as of the date of adoption, and our revenue for the fiscal years ended September 30, 2023, 2024 and 2025 was presented under ASC 606 accordingly. As a result of the adoption of ASC 606, revenue from referral fees including referral fees related to policy origination and referral fees for policy renewal were recognized at point-in-time in the stage of policy origination. For the fiscal years ended September 30, 2023, 2024 and 2025, all of our wealth management revenue was generated from the referral fees recognized upon policy origination. For the fiscal year ended September 30, 2023, the impact of applying the new revenue standard resulted in a decrease in revenue of $45,307. The referral fees were in the range of 14.25% to 14.30% with an average fee of approximately 14.26% of the total policy premiums purchased upon policy origination, depending on the specific nature and terms of the policies. For the fiscal year ended September 30, 2024, the impact of applying the new revenue standard resulted in a decrease in revenue of $30,552. The referral fees were in the range of 7.81% to 14.25% with an average fee of approximately 8.31% of the total policy premiums purchased upon policy origination, depending on the specific nature and terms of the policies. For the fiscal year ended September 30, 2025, the impact of applying the new revenue standard resulted in a decrease in revenue of $485. The referral fees were in the range of 2.85% to 14.25% with an average fee of approximately 8.55% of the total policy premiums purchased upon policy origination, depending on the specific nature and terms of the policies.

From the launch of our subsidiaries' wealth management services to September 30, 2025, 36 out of the total 47 wealth management clients have purchased 46 savings plan insurance policies from brokers our subsidiaries work with, with seven clients having purchased multiple savings plans. If and when existing clients purchase multiple insurance policies, our subsidiaries would be entitled to additional referral fees. 18 out of the total 47 clients have purchased multiple insurance policies from brokers our subsidiaries work with, not limited to savings plans. While we believe existing clients will continue to return to our subsidiaries for purchase of additional insurance policies, there can be no assurance that our subsidiaries' existing client will do so. For the fiscal year ended September 30, 2023, all our revenue from our subsidiaries' wealth management services was generated from existing clients. For the fiscal year ended September 30, 2024 and 2025, all our revenue from our subsidiaries' wealth management services was generated from existing clients.

AI Solutions services

For the fiscal years ended September 30, 2025, 2024 and 2023, we generated approximately 99.97%, nil, and nil of our total revenues through our subsidiaries' wealth management based AI solutions services operation, respectively. Through our subsidiary InnoSphere Tech, the Company maintains "WealthAI 360 System", which processes vast amounts of data, enhance the training of a specialized large model designed for the wealth management sector.

In April 2025, InnoSphere Tech entered into a commercial contract with a wealth management related financial service provider in Asia based on the concept of "WealthAI 360 System", to assist the client create a secure and controllable privatized large-scale model system. The scope of services and deliverables includes privatized language model research and deployment, enterprise knowledge base construction and semantic indexing system development, intelligent customer service system and department-level AI Agent system integration and training and operation support. For the fiscal year ended September 30, 2025, InnoSphere Tech generated revenue from AI Solutions services in amount of $1,785,000.

Prior Asset Management Services

Asset Management Related Advisory Service

Our subsidiaries previously provided ongoing advisory services, which constituted regulated activities related to asset management, our asset management advisors provide services through PPWM. PPWM charged a fixed annual fee for its ongoing advisory service.

For the fiscal years ended September 30, 2025, 2024 and 2023, we generated revenue of nil, $250,192 and nil, respectively, accounting for approximately 0%, 94.88% and 0% of our total revenues, respectively.

Factors Affecting Our Results of Operations

Expansion of Our Subsidiaries' Client Base

Our revenue growth has been driven significantly by the expansion of our subsidiaries' client base. In the initial stage of our subsidiaries' wealth management operation, our subsidiaries' clients were introduced to our subsidiaries by our related parties and their business networks. For the fiscal year ended September 30, 2023, we generated revenues from wealth management services from ten existing clients. For the fiscal year ended September 30, 2024, we generated revenues from wealth management services from one new client and two existing clients. For the fiscal year ended September 30, 2025, we generated revenues from wealth management services from two existing clients. In regards to our subsidiaries' asset management business, nil, five, and six clients contributed to our asset management revenue for the fiscal years ended September 30, 2025, 2024, and 2023. In regards to our subsidiaries' AI solution services, we generated revenues from one enterprise client who conducts wealth management related financial service in Asia. We believe that our subsidiaries' existing clients are highly satisfied with our subsidiaries' high-quality client services and complementary value-added services. This is evident from the fact that our subsidiaries' existing clientele has been willing to refer high net worth or ultra-high net worth individuals through word-of-mouth to our subsidiaries as potential clients. Meanwhile, our subsidiaries also proactively involved in promotional activities such as online advertising placement. As such, we believe our subsidiaries' clients are our brand ambassadors, using their influence in their respective networks to promote our subsidiaries' services.

We expect to continue to expand our subsidiaries' client base through accessing high net worth and ultra-high net worth individuals as well as enterprise clients in wealth management related sector. We also intend to continue to participate in a wide array of marketing activities to enhance our brand recognition and to continue to grow our subsidiaries' business.

Operating Costs and Expenses

Our operating costs and expenses are comprised of selling, general and administrative expenses, which include wages and salaries, rental fees, general and administrative expenses, impairment losses on goodwill and intangible assets, amortization of intangible assets, share-based compensation, warrants expenses, provisions for credit losses and amortization of right-of-use assets. Wages and salaries accounted for approximately 2.51%, 6.53%, and 74.32% of our total selling, general and administrative expenses for the fiscal years ended September 30, 2025, 2024 and 2023, respectively. Rental fees accounted for approximately 0.10%, nil, and nil of our total selling, general and administrative expenses for the fiscal years ended September 30, 2025, 2024 and 2023, respectively. General and administrative expenses accounted for approximately 16.16%, 14.10%, and 3.24% of our total selling, general and administrative expenses for the fiscal years ended September 30, 2025, 2024 and 2023, respectively. For the fiscal year ended September 30, 2025, impairment losses on goodwill and intangible assets accounted for approximately 47.32% and 2.04%, respectively, of total selling, general and administrative expenses, while amortization of intangible assets accounted for 0.46%. Share-based compensation accounted for approximately 14.17%, 36.19%, and nil of our total selling, general and administrative expenses for the fiscal years ended September 30, 2025, 2024, and 2023, respectively. Warrants expenses accounted for approximately nil, 15.92%, and nil of our total selling, general and administrative expenses for the fiscal years ended September 30, 2025, 2024, and 2023, respectively. Provisions for bad debts accounted for approximately 17.23%, 27.26%, and 20.44% of our total selling, general and administrative expenses for the fiscal years ended September 30, 2025, 2024, and 2023, respectively. Amortization of right-of-use assets accounted for approximately nil, nil, and 2.00% of our total selling, general and administrative expenses for the fiscal years ended September 30, 2025, 2024 and 2023, respectively.

Our selling, general and administrative expenses are expected to increase as our subsidiaries intend to recruit additional client relationship managers for their wealth management operation and asset management professionals for their asset management operation, and to incur additional expenses in brand marketing and client experience optimization to match the expansion and growth of our subsidiaries' business. We also expect to incur additional fees and costs related to the growth of our subsidiaries' business. We also expect to incur additional legal, accounting and other professional service fees, when we become a publicly traded company in the United States. Therefore, our operating costs and expenses are expected to have a significant impact on our results of operations.

Key Components of Consolidated Statements of Comprehensive Income

Revenue

We generate revenue from our wealth management services, asset management services and AI solution services. The following table sets forth a breakdown of our revenue for the periods indicated:

Wealth management services

Revenue from wealth management services is generated from referral fees paid by insurance brokers who successfully sold wealth management products to our subsidiaries' high net worth and ultra-high net worth clients. The referral fees are calculated based on the premium amounts payable by our subsidiaries' clients for the first year and premiums payable for the remaining years of the policy. Our subsidiaries are entitled to receive those referral fees once all of the following conditions have occurred: (i) a client our subsidiaries introduce to insurance brokers enter into purchase agreements with insurance companies who are product providers, (ii) the client has paid the requisite premiums and (iii) a free-look period is expired. For the fiscal year ended September 30, 2023, $74,867 of the referral fees were derived as a result of the update of referral service agreements with an insurance broker for referrals in connection with several purchases of saving plan insurance policies and critical illness insurance policies by clients. $1,471 of the referral fees were derived from first year premiums due to the adoption of revenue recognition under ASC 606, and the impact of applying the new revenue standard resulted in a decrease in revenue of approximately $45,307. For the fiscal year ended September 30, 2024, $13,505 of the referral fees were derived as a result of the update of referral service agreements with an insurance broker for referrals in connection with several purchases of saving plan insurance policies and critical illness insurance policies by clients. For the fiscal year ended September 30, 2025, $569 of the referral fees were derived as a result of the update of referral service agreements with an insurance broker for referrals in connection with several purchases of saving plan insurance policies and critical illness insurance policies by clients. The rates of such referral fees are confidential pursuant to our referral service agreements with each individual product broker, generally in the range of 14.25% to 14.30%, 7.81% to 14.25%, and 2.85% to 14.25% of the value of insurance products purchased for the fiscal years ended September 30, 2023, 2024 and 2025, respectively, depending on the specific nature of the products and terms of the policies.

Revenue generated from wealth management operation in the fiscal year ended September 30, 2024 decreased significantly compared to the fiscal year ended September 30, 2023. For the fiscal year ended September 30, 2024, because we did not generate revenue for providing wealth management services to clients in the U.S. market. During the fiscal year ended September 30, 2024, we introduced a total of three clients to insurance brokers we work with. These three clients purchased three insurance policies in total, with an aggregate premium amount of $162,316, or $54,105 per client on average. For the fiscal year ended September 30, 2024, our weighted-average referral fee based on the total policy premiums was approximately 8.31% as two clients introduced by our subsidiaries purchased 2 critical illness insurance policies with the term of one year.

Revenue generated from wealth management operation in the fiscal year ended September 30, 2025 decreased significantly compared to the fiscal year ended September 30, 2024. This was mainly because only two clients renewed their one-year term insurance policies, resulting in lower premium volume and referral revenue. During the fiscal year ended September 30, 2025, we introduced a total of two clients to insurance brokers we work with. These two clients purchased two insurance policies in total, with an aggregate premium amount of $12,000, or $6,000 per client on average. For the fiscal year ended September 30, 2025, our weighted-average referral fee based on the total policy premiums was approximately 8.55% as two clients introduced by our subsidiaries purchased 2 critical illness insurance policies with the term of one year.

Advisory service fees

Our subsidiaries provided asset management related advisory services with respect to the operation and ongoing compliance of investment funds in Hong Kong. Our subsidiaries charged a fixed annual fee for acting as an ongoing advisor and a fixed rate for ongoing management service; these fees were negotiated with each client on a case-by-case basis. For the fiscal year ended September 30, 2025, 2024 and 2023, revenue from our advisory service fees from continuing operations was nil, $250,192, and nil, respectively, all of which represented annual advisory fees recognized for ongoing advisory services we provided to investment companies. We ceased asset management services and asset management related advisory services in August 2024.

Operating Costs and Expenses

Our operating costs and expenses are primarily comprised of selling, general and administrative expenses, which include wages and salaries, rental fees, general and administrative expenses, provisions for bad debts, an amortization of right-of-use assets, impairment loss on goodwill and intangible assets, and warrants expense.

The following table sets forth the components of our selling, general and administrative expenses for the periods indicated.

Wages and salaries

Wages and salaries consist of compensations and benefits related to our management and staff, which accounted for approximately 2.51%, 6.53%, and 74.32% of our total selling, general and administrative expenses for the fiscal years ended September 30, 2025, 2024 and 2023, respectively.

Rental fees

Rental fees consist of our office rental expenses for our operation. The amount of rental fees accounted for approximately 0.10%, nil, and nil of our total selling, general and administrative expenses for the fiscal years ended September 30, 2025, 2024 and 2023, respectively.

Shares-based compensation

Shares-based compensation consists of consulting services, R&D expenses for our operations and incentive plan for employees. The amount of service fees accounted for approximately 14.17%, 36.19%, and nil of our total selling, general and administrative expenses for the fiscal years ended September 30, 2025, 2024 and 2023, respectively.

Warrants expenses

Warrants expenses consist of the warrants offered to the service providers for our operations. The amount of warrants expenses accounted for approximately nil, 15.92%, and nil of our total selling, general and administrative expenses for the fiscal years ended September 30, 2025, 2024 and 2023, respectively.

General and administrative expenses

General and administrative expenses primarily consist of daily operational administrative expenses such as business registration expenses, legal, professional and audit fees, traveling expenses and miscellaneous, which accounted for approximately 16.16%, 14.10%, and 3.24% of our total selling, general and administrative expenses for the fiscal years ended September 30, 2025, 2024 and 2023, respectively.

Provisions for credit losses

Provisions for credit losses include provisions of $3,526,443, $1,960,313, and $122,759 booked for uncollected accounts receivable and financial assets in the fiscal years ended September 30, 2025, 2024 and 2023, respectively. The amount of provisions for credit losses accounted for approximately 17.23%, 27.26%, and 20.44% of our total selling, general and administrative expenses for the fiscal years ended September 30, 2025, 2024 and 2023, respectively.

Amortization of right-of-use assets

Amortization of right-of-use assets consist of our office amortization of right-of-use assets for our operation. The amount of amortization of right-of-use assets accounted for approximately nil, nil, and 2.00% of our total selling, general and administrative expenses for the fiscal years ended September 30, 2025, 2024 and 2023, respectively.

Amortization of Intangible assets

Amortization of intangible assets consists of the amortization of capitalized website development costs for our Wealth AI platform over its estimated useful life. During the years ended September 30, 2025, 2024 and 2023, the amortization of intangible assets amounted to $93,951, nil and nil, respectively, and accounted for approximately 0.46%, nil, and nil of our total selling, general and administrative expenses for those periods, respectively.

Impairment loss on Goodwill

Impairment loss on goodwill consists of the impairment recognized against the carrying value of goodwill allocated to the Group's cash-generating units. The amount of impairment loss on goodwill accounted for approximately 47.32%, nil, and nil of our total selling, general and administrative expenses for the fiscal years ended September 30, 2025, 2024 and 2023, respectively.

Impairment loss on Intangible assets

Impairment loss on intangible assets consists of the impairment recognized against the carrying value of intangible assets with finite useful lives. The amount of impairment loss on intangible assets accounted for approximately 2.04%, nil, and nil of our total selling, general and administrative expenses for the fiscal years ended September 30, 2025, 2024 and 2023, respectively.

We expect that our operating costs and expenses will continue to increase as our subsidiaries' business expands and as we become a public company.

Taxation

The Company and its subsidiaries file tax returns separately.

The Cayman Islands

The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or after execution, brought within the jurisdiction of the Cayman Islands.

Payments of dividends and capital in respect of the shares will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of the Shares, nor will gains derived from the disposal of the shares be subject to Cayman Islands income or corporation tax.

British Virgin Islands

Our subsidiaries incorporated in the British Virgin Islands ("BVI") and all dividends, interest, rents, royalties, compensation and other amounts paid by these entities to persons who are not resident in the BVI and any capital gains realised with respect to any shares, debt obligations, or other securities of our company by persons who are not resident in the BVI are exempt from all provisions of the Income Tax Ordinance in the BVI.

No estate, inheritance, succession or gift tax, rate, duty, levy or other charge is payable by persons who are not resident in the BVI with respect to any shares, debt obligation or other securities of these entities.

All instruments relating to transfers of property to or by these entities and all instruments relating to transactions in respect of the shares, debt obligations or other securities of these entities and all instruments relating to other transactions relating to the business of our company are exempt from payment of stamp duty in the BVI. This assumes that these entities do not hold an interest in real estate in the BVI.

There are currently no withholding taxes or exchange control regulations in the BVI applicable to these entities or its members.

Hong Kong

Our subsidiaries incorporated in Hong Kong are subject to 16.5% Hong Kong profit tax on their taxable income generated from operations in Hong Kong under the current Hong Kong Inland Revenue Ordinance. Under the Hong Kong tax laws, we are exempted from the Hong Kong income tax on our foreign-derived income. In addition, payments of dividends from our Hong Kong subsidiary to us are not subject to any Hong Kong withholding tax.

Results of Operations

The tables in the following discussion set forth our consolidated statements of comprehensive (loss) income for the periods indicated. This information should be read together with our consolidated financial statements and related notes included elsewhere in this Annual Report. The operating results in any period are not necessarily of the results that may be expected for any future period.

Comparison of Results of Operations for the Years Ended September 30, 2025 and 2024

Fiscal Year Ended September 30, 2025 Compared to Fiscal Year Ended September 30, 2024

Revenue

Our total net revenue was $1,785,569 and $263,697 for the years ended September 30, 2025 and 2024, respectively. Revenue mainly generated from AI Solutions services in the fiscal year ended September 30, 2025, and revenue generated from asset management services and wealth management decreased significantly compared to the fiscal year ended September 30, 2024.

Our revenue generated from AI Solutions services was $1,785,000 for the year ended September 30, 2025, accounting for approximately 99.97% of our total net revenue, represented a significant new revenue stream for the year.

Our revenue generated from wealth management services was $569 for the year ended September 30, 2025, accounting for approximately 0.03% of our total net revenue, represented a significant decrease of $12,936, or approximately 95.79% compared to the same period in 2024. The decrease was primarily due to the fact that a decrease in revenue for providing wealth management services to clients in Hong Kong.

Our revenue generated from asset management services decreased by $250,192, or approximately 100%, for the fiscal year ended September 30, 2025 as compared to the fiscal year ended September 30, 2024. The decrease resulted from the discontinuation of asset management services during the year.

Operation cost and expenses

Our operating costs and expenses are comprised of selling, general and administrative expenses, which include wages and salaries, rental fees, general and administrative expenses, provisions for bad debts, an amortization of right-of-use assets, impairment loss on goodwill and intangible assets, and warrants expense.

Wages and salaries were $514,200 for the fiscal year ended September 30, 2025, representing an increase of $44,868 compared to the fiscal year ended September 30, 2024. Rental fees were $20,989 for the year ended September 30, 2025, representing an increase of $20,989 compared to the fiscal year ended September 30, 2024. Our general and administrative expenses for the years ended September 30, 2025 and 2024 were $3,308,058 and $1,013,885, respectively, representing an increase of $2,294,173 compared to the fiscal year ended September 30, 2024. General and administrative expenses mainly comprise of daily operational administrative expenses, including group management fees, business registration expenses, audit fees, legal fees and traveling expenses. Shares-based compensation for the years ended September 30, 2025 and 2024 were $2,899,450 and 2,602,175, respectively, representing the consulting services fee, R&D expenses and incentive plan for employees. Warrants expenses for the years ended September 30, 2025 and 2024 were nil and $1,145,000, respectively, representing the warrants offered to the service providers. A provision for bad debts of $3,526,443 booked for uncollected accounts receivable and financial assets accounted for approximately 17.43% of our total selling, general and administrative expenses for the fiscal year ended September 30, 2025. In addition, significant increases in total selling, general and administrative expenses for the year ended September 30, 2025, were driven by an impairment loss on goodwill of $9,686,164, which accounted for 47.32% of total expenses, an impairment loss on intangible assets of $418,509, and amortization of intangible assets of $93,951.

Income tax benefit

Income tax benefit was $113,499 for the year ended September 30, 2025 primarily due to the reversal of deferred tax liabilities. Income tax benefits was $15,837 for the year ended September 30, 2024. Our effective tax rate was 0.51% and 0.23% for the years ended September 30, 2025 and 2024, respectively.

Net loss

As a result of the foregoing, our net losses were $6,761,404 for the years ended September 30, 2024 and $371,279 for the year ended September 30, 2023, respectively.

Fiscal Year Ended September 30, 2024 Compared to Fiscal Year Ended September 30, 2023

For a detailed description of the comparison of our operating results for the year ended September 30, 2024 to the year ended September 30, 2023, see "Item 5.A. Operating Results - Results of Operations - Fiscal Year Ended September 30, 2024 Compared to Fiscal Year Ended September 30, 2023" of our annual report on Form 20-F for the fiscal year ended September 30, 2024 filed with the Securities and Exchange Commission on February 13, 2025, as amended by Amendment No. 1 to Form 20-F filed with the Securities and Exchange Commission on April 28, 2025.

B. Liquidity and Capital Resources

To date, we have financed our operations primarily through cash generated from our business operations and capital contributions by our shareholders. We received net proceed from IPO of $1,835,297 for the year ended September 30, 2023 and no capital injections by our shareholders for the years ended September 30, 2025, 2024 and 2023, respectively.

As of September 30, 2025, 2024 and 2023 we had cash and cash equivalents of $5,024, $11,470, and $431,307, respectively. Our cash and cash equivalents consist of on demand deposits placed with banks which are unrestricted as to withdrawal and use, and were held by our subsidiaries. As of September 30, 2025, 2024 and 2023, we had restricted cash of nil, nil, and $200,000, respectively. Cash that are restricted as to withdrawal or use for current operations are classified as restricted cash. Restricted cash mainly represents the cash, which was from the proceeds of IPO, held in an escrow account for a period of 12 months from the closing of the IPO.

We are operating at a net loss of $22,541,476 and cash used in operating activities from continuing operations of $2,314,102 for the year ended September 30, 2025. Our ability to meet the working capital requirements is subject to the risks relating to the demand for and prices of our services in the market, the economic conditions in our target markets, the successful operation of our connected solution, timely collection of payment from our customers and the availability of additional funding. In the next 12 months, we will rely on the cash flow from operating activities and funds raising from equity and/or debt after the filing of this Annual Report. However, there is no assurance that we will be able to raise adequate funds at acceptable terms, and there is no assurance that we will be successful in achieving its strategic plans to fund its operations going forward.

Changes in Our Financial Position

As of September 30, 2025, our cash and cash equivalents were $5,024, representing a decrease of $6,446 from $11,470 as of September 30, 2024. As of September 30, 2025 our accounts receivable was nil, representing a decrease of $4,126 from $4,126 as of September 30, 2024, which represents the amount to be collected from clients to whom we provide wealth management services. As of September 30, 2025, our contract asset was nil, representing a decrease of $483 from $483 as of September 30, 2024. As of September 30, 2025, our prepaid expenses and other assets, current and non-current were $14,126, representing a decrease of $5,261,658 from $5,275,784 as of September 30, 2024, primarily due to the credit loss. As of September 30, 2025, our note receivable was nil, representing a decrease of $753,699 from $753,699 as of September 30, 2024, which mainly due to loan and interest repayment from third party. As of September 30, 2025, our income tax payable was nil, representing a decrease of $15,057 from $15,057 as of September 30, 2024, mainly due to the over-provision tax payable for the prior years. See "- Key Components of Consolidated Statements of Comprehensive Income - Taxation."

As of September 30, 2024, our cash and cash equivalents were $13,190, representing a decrease of $418,117 from $431,307 as of September 30, 2023. As of September 30, 2024, our restricted cash were nil, representing a decrease of $200,000 from $200,000 as of September 30, 2023, which mainly represents the cash, which was from the proceeds of IPO, held in an escrow account for a period of 12 months from the closing of the IPO. As of September 30, 2024 our accounts receivable was $12,916, representing a decrease of $260,341 from $273,257 as of September 30, 2023, which represents the amount to be collected from clients to whom we provide wealth management services. As of September 30, 2024, our contract asset was $483, representing a decrease of $91,082 from $91,565 as of September 30, 2023. As of September 30, 2024, amounts due from related parties were nil, representing a significant decrease of $1,592,593 from $1,592,593 as of September 30, 2023, primarily due to allowance for credit losses. As of September 30, 2024, our current right-of-use assets and non-current right-of-use assets were $158,458 and nil, respectively. As of September 30, 2024, our prepaid expenses and other assets, current and non-current were $5,348,636, representing an increase of $5,213,532 from $135,104 as of September 30, 2023, primarily due to the deposit for pre-acquisition. As of September 30, 2024, our note receivable was $753,699, representing a decrease of $3,002,095 from $3,755,794 as of September 30, 2023, which mainly due to loan and interest repayment from third party. As of September 30, 2024, our income tax payable was $15,057, representing a decrease of $12,591 from $27,648 as of September 30, 2023, mainly due to the payment of tax payable for the prior years. See "- Key Components of Consolidated Statements of Comprehensive Income - Taxation."

Comparison of Cash Flows for the Years Ended September 30, 2025 and 2024

The following table sets forth a summary of our cash flows for the periods indicated:

Net cash used in operating activities

Net cash used in operating activities from continuing operations was $2,314,102 for the year ended September 30, 2025. This was due to a net loss of $22,541,476, offset by non-cash adjustments including a deferred tax benefit of $98,400, amortization of intangible assets of $93,951, an allowance for credit losses of $3,526,443, an impairment loss on goodwill of $9,686,164, an impairment loss on intangible assets of $418,509, share-based compensation of $7,009,450 and a gain on disposal of subsidiaries of $54,121. The effect of changes in working capital mainly includes: (1) an increase in accounts receivable of $151; (2) an increase in contract assets of $543; (3) an increase in prepaid expenses and other assets of $660,028; (4) an increase in deferred offering costs of $12,466; (5) a decrease in income tax receivable of $100; (6) a decrease in amounts due to related parties of $83,937; (7) a decrease in income tax payable of $15,020; and (8) a decrease in other payables and accrued liabilities of $903,821.

Net cash used in operating activities from discontinued operations resulted in a net cash used in operating activities of $75,065 for the year ended September 30, 2025. This net cash outflow was primarily attributable to a net loss from discontinued operations of $188,390, partially offset by non-cash adjustments, including an allowance for credit losses of $40,871, amortization of right-of-use assets of $99,343, interest on lease liabilities of $5,030, a gain on lease termination of $9,386, and other changes in operating assets and liabilities that generated $59,209 in cash.

Net cash used in operating activities from continuing operations was $1,437,367 for the year ended September 30, 2024. This was due to a net loss of $6,761,404, offset by non-cash adjustments including a deferred tax benefit of $15,837, an allowance for credit losses of $1,960,313, interest on lease liabilities of $19,696, shares-based compensation of $2,602,175, and warrants expenses of $1,145,000. The effect of changes in working capital mainly includes: (1) a decrease in accounts receivable of $9,641; (2) a decrease in contract assets of $17,739; (3) an increase in amounts due from related parties of $515,562; (4) a decrease in prepaid expenses and other assets of $623,015; (5) a decrease in income tax receivable of $10,683; (6) a decrease in lease liabilities of $21,408; (7) a decrease in deferred tax assets of $44,953; (8) a decrease in amounts due to related parties of $174,678; (9) a decrease in income tax payable of $12,725; and (10) a decrease in other payables and accrued liabilities of $42,790.

Net cash used in operating activities from discontinued operations resulted in a net cash used in operating activities of $217,795 for the year ended September 30, 2024. This net cash outflow was primarily attributable to a net loss from discontinued operations of $115,426, partially offset by non-cash adjustments including an allowance for credit losses of $37,567, amortization of right-of-use assets of $197,801, deferred tax expense of $12,725, and other changes in operating assets and liabilities that used $350,462 in cash.

Net cash used in investing activities

Net cash used in investing activities from continuing operations amounted to $187,119 for the fiscal year ended September 30, 2025. This resulted from a deposit for long-term investment of $250,000, partially offset by loan and interest repayments from third parties totaling $62,881. Net cash used in investing activities from continuing operations amounted to $1,759,154 for the fiscal year ended September 30, 2024, due to a loan to a third party of $1,060,000, loan and interest repayment from a third party of $4,050,846, prepaid deposit for acquisition of subsidiary of $2,000,000 and deposit for long term investment of $2,750,000.

Net cash provided by (used in) financing activities

Net cash provided by financing activities from continuing operations amounted to $2,600,000 for the fiscal year ended September 30, 2025. This was primarily due to cash received from private placements of $7,750,000, partially offset by advisor costs for acquisition of $5,150,000. Net cash provided by financing activities from continuing operations amounted to $2,750,000 for the fiscal year ended September 30, 2024, mainly due to deposit received from securities purchase of $2,750,000.

Comparison of Cash Flows for the Years Ended September 30, 2024 and 2023

For a detailed description of the comparison of our cash flows for the year ended September 30, 2024 to the year ended September 30, 2023, see "Item 5.A. Operating Results - Results of Operations - Comparison of Cash Flows for the Years Ended September 30, 2024 and 2023" of our annual report on Form 20-F for the fiscal year ended September 30, 2024 filed with the Securities and Exchange Commission on February 13, 2025, as amended by Amendment No. 1 to Form 20-F filed with the Securities and Exchange Commission on April 28, 2025.

Contractual Obligations

Our contractual obligations as of September 30, 2025 consisted solely of short-term commitments under month-to-month operating leases for office space. We lease our office premises under one cancelable operating lease (2024: one non-cancelable operating lease) with a monthly rental fee of HK$18,000 (approximately $2,309) (2024: with a monthly rental fee of HK$151,712 (approximately $19,416)).

Minimum future commitments under non-cancelable operating lease agreements as of September 30, 2025 are as follows:

Capital Expenditures

We do not have any capital expenditures.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

C. Research and Development, Patents and Licenses, Etc.

See "Item 4. Information On the Company - B. Business Overview - Intellectual Property."

D. Trend Information

Other than as disclosed elsewhere in this Annual Report, we are not aware of any trends, uncertainties, demands, commitments or events for the year ended September 30, 2025 that are reasonably likely to have a material and adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future results of operations or financial conditions.

E. Critical Accounting Estimates

Critical Accounting Estimates

The discussion and analysis of our financial condition and results of operations are based upon our audited consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these audited consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. We evaluate our estimates on an ongoing basis, including those related to revenue recognition and principles of consolidation. We base our estimates on our historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making the judgments we make about the carrying values of our assets and liabilities that are not readily apparent from other sources. Because these estimates can vary depending on the situation, actual results may differ from the estimates.

The following descriptions of critical accounting policies, judgments and estimates summarized in this section are discussed in further detail in the notes to the audited consolidated financial statements appearing elsewhere in this Annual Report. When reviewing our financial statements, you should consider (i) our selection of critical accounting policies, (ii) the judgments and other uncertainties affecting the application of such policies and (iii) the sensitivity of reported results to changes in conditions and assumptions. We believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating our management's discussion and analysis:

Principles of consolidation

The consolidated financial statements include the financial statements of the Company and all the subsidiaries of the Company. All transactions and balances between the Company and its subsidiaries have been eliminated upon consolidation. A subsidiary is an entity in which the Company, directly or indirectly, controls more than one half of the voting power or has the power to: govern the financial and operating policies; appoint or remove the majority of the members of the board of directors; cast a majority of votes at the meeting of the board of directors.

In February 2015, the Financial Accounting Standards Board ("FASB") issued amended consolidation guidance with the issuance of ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis ("ASU 2015-02"). The revised consolidation guidance, among other things, (i) modifies the evaluation of whether limited partnerships and similar legal entities are VIEs, (ii) eliminated the presumption that a general partner should consolidate a limited partnership, and (iii) modifies the consolidation analysis of reporting entities that are involved with VIEs through fee arrangements and related party relationships. In evaluating whether the investment funds in the legal form of limited partnership the Company manages as general partner should be consolidated or not, the Company firstly assesses whether there is any interest it has constituted a variable interest. The Company concludes that (i) the service fees it earns, including carried interest earned in the capacity of general partner, are commensurate with the level of effort required to provide such services, (ii) the Company does not hold other interest in the investment funds that individually, or in aggregate, would absorb more than an insignificant amounts of expected loss or receive more than an insignificant amount of the expected residual returns from the investment funds, (iii) the services arrangement includes only terms, conditions or amounts that are customarily present and at arm's length, therefore are not deemed as variable interests. For purposes of the assessment, any variable interest in an entity that is held by a related party of the decision maker or service provider was considered in the analysis. Specifically, the Company includes its direct variable interests in the entity and its indirect variable interests in the entity held through related parties, considered on a proportionate basis. After evaluating the impact of the above guidance, management determined that the Company did not have a variable interest in the investment fund the Company manages as general partner and there was no investment fund that should be consolidated as of September 30, 2025, 2024 and 2023.

Revenue Recognition

The Company generates revenues principally from asset management services and wealth management services and enter into separate contracts with its customers under each revenue stream. Revenues are recorded based on the transaction prices stated on the contracts.

The Company has adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and all subsequent ASUs that modified ASC 606 on October 1, 2019 and have elected to apply it retrospectively for the year ended September 30, 2020.

The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, we apply the following steps:

Revenue recognition policies for each type of service are discussed as follows:

Advisory service fees

We act as ongoing advisor to the client and provides a package of advisory services, including but not limited to, advising on global asset allocation, selecting and recommending suitable promotion or distribution channels for the issuance of the fund, coordinating daily operation and setting up meetings during post-establishment period, selecting and coordinating with lawyers for legal agreements and documents preparation, selecting qualified fund service providers, etc., as needed during the agreed-upon service period. Each contract of advisory service is accounted for as a single performance obligation which is satisfied over the service period. We allocate the transaction price to the single performance obligation based on a fixed annual fee or a fixed rate and recognized revenue over the service period on a monthly basis.

Referral fees

We derive revenue primarily at the time when a high net worth or ultra-high net worth client subscribes to wealth management products through the use of brokers we work with, such client has paid premium and the applicable free look period has elapsed. We are then entitled to receive referral fees paid directly by the brokers; the referral fees are computed as a percentage of the first year premiums and renewal premiums to be paid by the clients.

We consider most of our performance obligations have been fulfilled when the client pays annual premium and goes through a grace period, so there are no other additional performance obligations for the renewal period. When a high net worth or ultra-high net worth client subscribes to wealth management products through the use of brokers we work with, such client has paid the requisite premiums and the applicable free look period has expired, the single performance obligation was satisfied. Revenue on first year premiums and renewal premiums is recognized at the point in time when a high net worth or ultra-high net worth client subscribes to wealth management products through the use of brokers we work with, such client has paid the requisite premiums and the applicable free look period has expired. For the historical data from the inception of this business, the renewal ratio is near 100%, which we believe that no variable consideration existed.

Management fees

For PGA, we are entitled to receive a management fee of one-twelfth of 0.4% to 1.5% of the net asset value attributable to client's respective equity holding positions in each fund (before deduction of that months' management fee and any accrued performance fee) on a monthly basis, and it is nonrefundable. These customer contracts require us to provide fund management services, which represents a performance obligation that we satisfy over time. The management fee will be payable in US Dollars monthly in arrears as soon as the net asset value calculation was completed by the fund administrator and approved by the Company at the end of each month and recognized as revenue.

AI Solutions services

The Group enters fixed-price development contracts to deliver customized AI solutions, including private large model systems, enterprise knowledge bases, intelligent customer service platforms, and departmental AI assistants. Each contract of advisory and development service is accounted for as a single performance obligation which is satisfied over the service period. The Group allocates the transaction price to the single performance obligation based on the fixed total contract value and recognizes revenue over the project period on a straight-line basis, as the services are rendered evenly throughout the term and the customer simultaneously receives and consumes the benefits provided.

Disaggregation of revenue

Contract assets

We do not have unconditional right to the consideration for referral fee services until all promises have been fulfilled and therefore initially records a contract asset when recognizing revenue. Upon fulfillment of referral fee services, contract assets will be reclassified as a receivable. Contract assets recognized were nil and $483, as of September 30, 2025 and 2024, respectively.

Allowance for credit losses

The Company adopted Accounting Standard Update (ASU) 2016-13, Financial Instruments-Credit Losses (codified as Accounting Standard Codification Topic 326), since October 1, 2022, which requires measurement and recognition of current expected credit losses for financial instruments held at amortized cost.

Prior to October 1, 2022, the allowance for doubtful accounts is the Company's best estimate of the amount of probable credit losses in the Company's existing accounts receivable. The Company determines the allowance based on aging data, historical collection experience, customer specific facts, and existing economic conditions.

The Company's accounts receivables, contract assets, note receivables, prepaid expenses, deposits and other receivables recorded in prepaid expenses and other assets and amount due from related parties (collectively referred as "receivable items") are within the scope of ASC Topic 326.

To estimate expected credit losses, the Company has identified the relevant risk characteristics of its customers and these receivables are assessed on an individual basis for customers with low risk, medium risk, high risk and default. For each pool, the Company consider historical settlement pattern, past default experience of the debtor, overall economic environment in which the debtors operate, and also the assessment of both current and future development of environment as of the date when this report issued. Other key factors that influence the expected credit loss analysis include payment terms offered in the normal course of business to customers, and industry specific factors that could impact the Company's receivables. Additionally, external data and macroeconomic factors are also considered. Such allowance of estimated credit losses will be recorded in selling, general and administrative expenses in the consolidated statement of comprehensive (loss) income.

The Company recorded an allowance for credit losses on accounts receivables of $4,009, $29, and $86 as of September 30, 2025, 2024 and 2023, respectively. During the year ended September 30, 2025 and 2024, the Company had written off accounts receivable in the amount of nil, and nil, respectively. The Company recognized an allowance on contract assets, note receivables, prepaid expenses, deposits and other receivables recorded in prepaid expenses and other assets and amount due from related parties subjected to expected credit loss of $5,591,970 as of September 30, 2025.

Allowance for prepaid deposit for acquisition

In May 2019, the Company made a payment of HK$16 million to a potential acquisition target investee as investment. After the payment, during the due diligence and negotiation process, the Company noted that the potential transaction did not meet its initial expectation; the Company decided to cancel the potential transaction. The Company and the target investee have entered into an agreement, pursuant to which the Company will charge an annual interest rate of 6.5% for the HK$16 million ($2,040,296) starting from October 1, 2019. The Company received HK$4 million of principal and the related interests incurred for the period from October 2019 to February 2020 from the target investee in March 2020 and did not receive any other amounts since then. As of September 30, 2024 and 2023, the Company booked the allowance of uncollectible prepaid deposit for acquisition of HK$12 million ($1,543,210, $1,532,371, and $1,525,165, respectively). Over a period of more than two years, the Company actively pursued collection, including taking legal action. Upon consultation with its litigation counsel, the Company had sent formal "Letters before Action" several times to press for payment, but with no result to date. The Company is preparing to initiate arbitration proceedings in an attempt to collect the prepaid balance. Because the Company has not officially started the proceedings after the "Letters before Action", the Company still reserves available legal means of collection. The Group will consider writing off any balance if the probability of recovering the prepaid deposit for acquisition is low based on the progress of the potential arbitration proceedings and after discussions with its litigation counsel in the future.

Recent Accounting Pronouncements

Recently issued accounting pronouncements not yet adopted

The ASU 2025-01: Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40) issued in January 2025 clarified the effective date of ASU 2024-03 published on November 4, 2024. ASU 2024-03 expanded the disclosure of financial statements under ASC 220-40 and requires public business entities ("PBE") to provide a disaggregated disclosure of certain expense captions into specified categories in disclosure within the footnote to the financial statements while it does not change the expense captions on the face of the income statement. In the footnote to the financial statements, PBEs are required to disaggregate, in a tabular presentation, each relevant expense caption on the face of the income statement that includes any of the following natural expenses: (1) purchases of inventory, (2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) depreciation, depletion, and amortization (DD&A) recognized as part of oil and gas-producing activities or other types of depletion expenses. The tabular disclosure would also include certain other expenses, when applicable. This ASU will be effective for PBEs for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is allowed. The Company is evaluating the impact of the adoption of this guidance in its consolidated financial statements.

The ASU 2023-09: Income Taxes (Topic 740): Improvements to Income Tax Disclosures enhances existing income tax disclosures primarily related to the rate reconciliation and income taxes paid information. With regard to the improvements to disclosures of rate reconciliation, a public business entity is required on an annual basis to (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. Similarly, a public entity is required to provide the amount of income taxes paid (net of refunds received) disaggregated by (1) federal, state, and foreign taxes and by (2) individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received). The ASU also includes certain other amendments to improve the effectiveness of income tax disclosures, for example, an entity is required to provide (1) pretax income (or loss) from continuing operations disaggregated between domestic and foreign, and (2) income tax expense (or benefit) from continuing operations disaggregated by federal, state, and foreign. ASU 2023-07: Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU will be effective for annual periods beginning after December 15, 2024. Entities are required to apply the ASU on a prospective basis. The adoption of ASU 2023-09 is not expected to materially impact the Company's consolidated balance sheets, statements of income and comprehensive income, cash flows or disclosures.

Recently adopted accounting pronouncements

The ASU 2023-07: Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures provides improvements to reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple measures of segment profit or loss, provide new segment disclosure requirements for entities with a single reportable segment and contain other disclosure requirements. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024. The ASU should be adopted retrospectively to all periods presented in the financial statements unless it is impracticable to do so.

Other accounting standards that have been issued by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent standards that are not anticipated to have an impact on or are unrelated to its consolidated balance sheets, statements of income and comprehensive income, cash flows or disclosures.

Recently issued ASUs by the FASB, except for the ones mentioned above, are not expected to have a significant impact on the Company's consolidated results of operations or financial position.