NOTES TO THE CONSOLIDATED IN FINANCIAL STATEMENTS (Tables)
|
3 Months Ended |
12 Months Ended |
Dec. 31, 2025 |
Sep. 30, 2025 |
| Defined Benefit Plan Disclosure [Line Items] |
|
|
| SCHEDULE OF ACCOUNTS RECEIVABLES |
SCHEDULE OF ACCOUNTS RECEIVABLES
| | |
December 31,
2025 | | |
September 30,
2025 | |
| Accounts receivable | |
$ | 1,385,960 | | |
$ | 57,365 | |
| Less: allowance for credit losses | |
| - | | |
| (2,107 | ) |
| Accounts receivable, net | |
| 1,385,960 | | |
| 55,258 | |
|
SCHEDULE OF ACCOUNTS RECEIVABLES
| | |
September 30,
2025 | | |
September 30,
2024 | |
| Accounts receivable | |
$ | 57,365 | | |
$ | 3,450,141 | |
| Less: allowance for credit losses | |
| (2,107 | ) | |
| (3,450,141 | ) |
| Accounts receivable, net | |
| 55,258 | | |
| - | |
|
| SCHEDULE OF MOVEMENTS IN ALLOWANCE FOR CREDIT LOSSES |
The
movements in the allowance for credit losses are as follows:
SCHEDULE
OF MOVEMENTS IN ALLOWANCE FOR CREDIT LOSSES
| | |
December 31,
2025 | | |
September 30,
2025 | |
| Balance at beginning of the year | |
$ | (2,107 | ) | |
$ | (3,450,141 | ) |
| Additions | |
| - | | |
| (2,098 | ) |
| Foreign currency translation | |
| 306 | | |
| (9 | ) |
| Write-offs | |
| 1,801 | | |
| 3,450,141 | |
| Balance at end of the year | |
| - | | |
| (2,107 | ) |
|
The
movements in the allowance for credit losses are as follows:
SCHEDULE
OF MOVEMENTS IN ALLOWANCE FOR CREDIT LOSSES
| | |
September 30,
2025 | | |
September 30,
2024 | |
| Balance at beginning of the year | |
$ | (3,450,141 | ) | |
$ | - | |
| Additions | |
| (2,098 | ) | |
| (3,450,141 | ) |
| Foreign currency translation | |
| (9 | ) | |
| - | |
| Write-offs | |
| 3,450,141 | | |
| - | |
| Balance at end of the year | |
| (2,107 | ) | |
| (3,450,141 | ) |
|
| SCHEDULE OF INVENTORY |
Inventories,
net consisted of the following:
SCHEDULE OF INVENTORY
| | |
December 31,
2025 | | |
September 30,
2025 | |
| Raw materials | |
$ | - | | |
$ | 12,799,608 | |
| Finished goods | |
| 157 | | |
| 154 | |
| Total inventories, gross | |
| 157 | | |
| 12,799,762 | |
| Less: inventory write-down | |
| - | | |
| (906,444 | ) |
| Inventories, net | |
| 157 | | |
| 11,893,318 | |
|
SCHEDULE OF INVENTORY
| | |
September 30,
2025 | | |
September 30,
2024 | |
| Raw materials | |
$ | 12,799,608 | | |
$ | 5,289,238 | |
| Finished goods | |
| 154 | | |
| 74,295 | |
| Total inventories, gross | |
| 12,799,762 | | |
| 5,363,533 | |
| Less: inventory
write-down | |
| (906,444 | ) | |
| (815,498 | ) |
| Inventories, net | |
| 11,893,318 | | |
| 4,548,035 | |
|
| SCHEDULE OF MOVEMENTS IN INVENTORIES |
The
movements in the inventories write-down were as follows:
SCHEDULE
OF MOVEMENTS IN INVENTORIES
| | |
December 31,
2025 | | |
September 30,
2025 | |
| Balance at beginning of the year | |
$ | (906,444 | ) | |
$ | (815,498 | ) |
| Additions | |
| | | |
| (902,776 | ) |
| Foreign currency translation | |
| 131,581 | | |
| (3,668 | ) |
| Write-offs | |
| 774,863 | | |
| 815,498 | |
| Balance at end of the year | |
| - | | |
| (906,444 | ) |
|
The
movements in the inventories write-down are as follows:
SCHEDULE
OF MOVEMENTS IN INVENTORIES
| | |
September 30,
2025 | | |
September 30,
2024 | |
| Balance at beginning of the year | |
$ | (815,498 | ) | |
$ | - | |
| Additions | |
| (902,776 | ) | |
| (815,498 | ) |
| Foreign currency translation | |
| (3,668 | ) | |
| - | |
| Write-offs | |
| 815,498 | | |
| - | |
| Balance at end of the year | |
| (906,444 | ) | |
| (815,498 | ) |
|
| SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS |
Prepaid
expenses and other current assets as of December 31, 2025 and September 30, 2025 were comprised of the following:
SCHEDULE
OF PREPAID EXPENSES AND OTHER CURRENT ASSETS
| | |
December 31,
2025 | | |
September 30,
2025 | |
| Prepaid expenses | |
$ | - | | |
$ | 291,445 | |
| Prepaid tax(1) | |
| 1,285,400 | | |
| 1,286,205 | |
| Advances
to suppliers(2) | (2) |
| 399,889 | | |
| 1,458,569 | |
| Deferred
equity issuance cost | |
| - | | |
| 1,797,500 | |
| Other current assets | |
| 82,611 | | |
| 114,303 | |
| Total | |
| 1,767,900 | | |
| 4,948,022 | |
| (1) |
|
Prepaid tax represents input value-added tax (“VAT”) paid in advance for which the related VAT invoices
had not yet been received as of the reporting date. Subsequent to period end, the Company received a portion of the outstanding invoices,
and management expects to obtain the remaining invoices within six months. Accordingly, management believes the prepaid tax balance is
fully recoverable. |
| |
|
|
| (2) |
|
As
of December 31, 2025, the total amount paid to suppliers was $399,889, of which $281,822 represented advances to Beijing Yingtian
Huyu Technology Co., Ltd. The Company is currently evaluating the SaaS live-streaming system of Beijing Yingtian Huyu Technology
Co., Ltd., and the implementation plan for any subsequent advances is expected to be determined in 2026. |
|
Prepaid
expenses and other current assets at September 30, 2025 and 2024 were comprised of the following:
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS
| | |
September 30,
2025 | | |
September 30,
2024 | |
| Prepaid expenses | |
$ | 291,445 | | |
$ | 197,217 | |
| Prepaid tax(1) | |
| 1,286,205 | | |
| - | |
| Advances to suppliers(2) | |
| 1,458,569 | | |
| - | |
| Deferred equity issuance cost(3) | |
| 1,797,500 | | |
| - | |
| Other current assets | |
| 114,303 | | |
| 185,431 | |
| Total | |
| 4,948,022 | | |
| 382,648 | |
| (1) | | Prepaid
tax represents input value-added tax (“VAT”) paid in advance for which the related VAT invoices had not yet been
received as of the reporting date. Subsequent to period end, the Company received a portion of the outstanding invoices, and
management expects to obtain the remaining invoices within six months. Accordingly, management believes the prepaid tax balance is
fully recoverable. |
| (2) | | Advances
to suppliers totaled $1,458,569,
of which $1,404,745
related to a prepayment made to Daren (Beijing) Biomedical Technology Co., Ltd. for the procurement of inventory pursuant to a
purchase agreement entered into during the year. Subsequent to September 30, 2025, the purchase agreement was mutually terminated,
and the supplier refunded the full prepayment amount of $1,404,745
to the Company in November 2025. As of the date of these financial statements, no amounts remained outstanding related to this
advance. |
| | | |
| (3) | | On
July 1, 2025, the Company entered into a consulting agreement providing for total professional
fees of $5.5
million in connection with the Company’s August 25, 2025 private placement financing
of 500 bitcoins (aggregate consideration of $55,000,000).
The consulting fee was payable in up to 220,000,000
shares of common stock. At the transaction date, the Company did not have sufficient authorized
shares to issue the full 220,000,000
shares. Accordingly,
148,100,000 shares were issued on a pro-rata basis using the Company’s available authorized
shares. The remaining 71,900,000 shares were subject to stockholder approval and an
amendment to the Company’s Articles of Incorporation to increase the authorized share
capital. As of September 30, 2025, $1,797,500 of the total $5.5 million consulting fee, representing
the portion attributable to the 71,900,000 shares not yet issued and therefore had not been
settled in equity. Accordingly, this amount was recorded as Other current assets –
deferred equity issuance costs. |
|
| SCHEDULE OF PROPERTY AND EQUIPMENT |
Property
and equipment consisted of the following as of December 31, 2025 and September 30, 2025:
SCHEDULE OF PROPERTY AND EQUIPMENT
| | |
December 31,
2025 | | |
September 30,
2025 | |
| Machinery & Equipment | |
$ | 31,362 | | |
$ | 30,910 | |
| Vehicles | |
| - | | |
| - | |
| Gross property and equipment | |
| 31,362 | | |
| 30,910 | |
| Less: accumulated depreciation | |
| (30,040 | ) | |
| (28,710 | ) |
| Less: reclassification to assets held for sale | |
| - | | |
| - | |
| Less: disposal of property and equipment | |
| - | | |
| - | |
| Net property and equipment | |
| 1,322 | | |
| 2,200 | |
|
Property
and equipment consisted of the following as of September 30, 2025 and 2024:
SCHEDULE OF PROPERTY AND EQUIPMENT
| | |
September 30,
2025 | | |
September 30,
2024 | |
| Machinery & Equipment | |
$ | 30,910 | | |
$ | 1,465,566 | |
| Vehicles | |
| - | | |
| 57,431 | |
| Gross property and equipment | |
| 30,910 | | |
| 1,522,997 | |
| Less: accumulated depreciation | |
| (28,710 | ) | |
| (1,127,820 | ) |
| Less: reclassification
to assets held for sale | |
| - | | |
| (214,709 | ) |
| Less: disposal of property and equipment | |
| - | | |
| (178,200 | ) |
| Net property and equipment | |
| 2,200 | | |
| 2,268 | |
|
| SCHEDULE OF OTHER INFORMATION RELATED TO OPERATING LEASE |
As
of December 31, 2025, the Company’s operating leases had a weighted-average remaining lease term of one year and a weighted-average
discount rate of 3%. Other information related to the Company’s operating leases is as follows:
SCHEDULE OF OTHER INFORMATION RELATED TO OPERATING LEASE
| Right-of-Use Assets | |
Amount | |
| ROU asset – September 30, 2025 | |
$ | 20,340 | |
| ROU assets added during the year | |
| 27,852 | |
| Amortization during the period | |
| (19,441 | ) |
| ROU asset – December 31, 2025 | |
$ | 28,751 | |
| Lease Liabilities | |
Amount | |
| Lease liability – September 30, 2025 | |
$ | 13,346 | |
| Lease liability added during the year | |
| 14,033 | |
| Reduction during the period | |
| (13,346 | ) |
| Lease liability – December 31, 2025 | |
$ | 14,033 | |
| Lease Liabilities by Maturity | |
Amount | |
| Lease Liability – Short-Term | |
$ | 14,033 | |
| Lease Liability – Long-Term | |
| - | |
| Lease Liability – Total | |
$ | 14,033 | |
|
As of September 30, 2025, the Company’s
operating leases had a weighted-average remaining lease term of one year and a weighted-average discount rate of 3%. Other information
related to the Company’s operating leases is as follows:
SCHEDULE OF OTHER INFORMATION RELATED TO OPERATING LEASE
| Right-of-Use Assets | |
| Amount | |
| ROU asset – October 1, 2024 | |
$ | 99,746 | |
| ROU assets added during the year | |
| 38,750 | |
| Amortization during the year | |
| (118,156 | ) |
| ROU asset – September 30, 2025 | |
$ | 20,340 | |
| | |
| | |
| Lease Liabilities | |
| Amount | |
| Lease liability – October 1, 2024 | |
$ | 100,962 | |
| Lease liability added during the year | |
| 38,750 | |
| Reduction during the year | |
| (126,366 | ) |
| Lease liability – September 30, 2025 | |
$ | 13,346 | |
| | |
| | |
| Lease Liabilities by Maturity | |
| Amount | |
| Lease Liability – Short-Term | |
$ | 13,346 | |
| Lease Liability – Long-Term | |
| - | |
| Lease Liability – Total | |
$ | 13,346 | |
|
| SCHEDULE OF CASH AND NON-CASH ACTIVITIES OF LEASES |
The
following table summarizes the Company’s operating lease cost, short-term lease cost, and related cash flow information for the
three months ended December 31, 2025:
SCHEDULE
OF CASH AND NON-CASH ACTIVITIES OF LEASES
| Operating lease expenses | |
$ | 19,441 | |
| Short-term lease expenses | |
| 3,502 | |
| Cash paid for amounts included in the measurement of lease liabilities | |
| 19,215 | |
| Lease amortization | |
| 19,441 | |
| Interest portion | |
| 537 | |
|
The following table summarizes the Company’s operating lease cost, short-term lease cost, and related cash flow information for
the year ended September 30, 2025:
SCHEDULE
OF CASH AND NON-CASH ACTIVITIES OF LEASES
| Operating lease expenses | |
$ | 117,593 | |
| Short-term lease expenses | |
| 3,451 | |
| Cash paid for amounts included in the measurement of lease liabilities | |
| 85,797 | |
| Right-of-use assets obtained in exchange for new operating lease liabilities | |
| 38,750 | |
| Lease amortization | |
| 117,593 | |
| Interest portion | |
| 2,920 | |
|
| SCHEDULE OF INTANGIBLE ASSETS |
The
following table summarizes the Company’s intangible assets as of December 31, 2025:
SCHEDULE
OF INTANGIBLE ASSETS
| | |
Gross Carrying Amount | | |
Accumulated Amortization | | |
Net Carrying Amount | |
| Trademarks | |
| 140,000 | | |
| (140,000 | ) | |
| - | |
| Software | |
| 33,499 | | |
| (32,103 | ) | |
| 1,396 | |
| Total | |
| 173,499 | | |
| (172,103 | ) | |
| 1,396 | |
The
following table summarizes the Company’s intangible assets as of September 30, 2025:
| | |
Gross Carrying Amount | | |
Accumulated Amortization | | |
Net Carrying Amount | |
| Trademarks | |
$ | 140,000 | | |
$ | (140,000 | ) | |
$ | - | |
| Software | |
| 33,016 | | |
| (30,815 | ) | |
| 2,201 | |
| Total | |
| 173,016 | | |
| (170,815 | ) | |
| 2,201 | |
|
The
following table summarizes the Company’s intangible assets as of September 30, 2025:
SCHEDULE
OF INTANGIBLE ASSETS
| | |
Gross Carrying Amount | | |
Accumulated Amortization | | |
Net Carrying Amount | |
| Trademarks | |
$ | 140,000 | | |
$ | (140,000 | ) | |
$ | - | |
| Software | |
| 33,016 | | |
| (30,815 | ) | |
| 2,201 | |
| Total | |
| 173,016 | | |
| (170,815 | ) | |
| 2,201 | |
The following table summarizes the Company’s intangible assets as of September 30, 2024:
| | |
Gross Carrying Amount | | |
Accumulated Amortization | | |
Net Carrying Amount | |
| Trademarks | |
$ | 140,000 | | |
$ | (60,000 | ) | |
$ | 80,000 | |
| Total | |
| 140,000 | | |
| (60,000 | ) | |
| 80,000 | |
|
| SCHEDULE OF BITCOIN ACTIVITY |
The
following table is a summary of the Company’s Bitcoin activities during the year ended December 31, 2025:
SCHEDULE
OF BITCOIN ACTIVITY
| | |
Amount | |
| Beginning balance at September 30, 2025 | |
$ | 57,024,465 | |
| Increase in digital assets - Bitcoin | |
| 24,456,952 | |
| Decrease in digital assets - Bitcoin | |
| - | |
| Net change in fair value | |
| (17,502,596 | ) |
| Ending balance as of September 30, 2025 | |
$ | 63,978,821 | |
4.8
ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts
payable and accrued expenses as of December 31, 2025 and September 30, 2025 were as follows:
SCHEDULE
OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES
| | |
December
31,
2025 | | |
September 30,
2025 | |
| Accounts payable | |
$ | 1,788,527 | | |
$ | 429,322 | |
| Accrued expenses | |
| 1,072,282 | | |
| 1,034,822 | |
| Total | |
| 2,860,809 | | |
| 1,464,144 | |
|
The
following table is a summary of Bitcoin activity during the year ended September 30, 2025:
SCHEDULE
OF BITCOIN ACTIVITY
| | |
Amount | |
| Beginning balance at September 30, 2024 | |
$ | - | |
| Receipts from issuance of common stock (Bitcoin contribution) | |
| 55,000,000 | |
| Net change in fair value | |
| 2,024,465 | |
| Ending balance at September 30, 2025 | |
$ | 57,024,465 | |
|
| SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES |
Accounts
payable and accrued expenses as of December 31, 2025 and September 30, 2025 were as follows:
SCHEDULE
OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES
| | |
December
31,
2025 | | |
September 30,
2025 | |
| Accounts payable | |
$ | 1,788,527 | | |
$ | 429,322 | |
| Accrued expenses | |
| 1,072,282 | | |
| 1,034,822 | |
| Total | |
| 2,860,809 | | |
| 1,464,144 | |
|
Accounts
payable and accrued expenses as of September 30, 2025 and 2024 are as follows:
SCHEDULE
OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES
| | |
September 30,
2025 | | |
September 30,
2024 | |
| Accounts payable | |
$ | 429,322 | | |
$ | 1,098,582 | |
| Accrued expenses | |
| 1,034,822 | | |
| 1,141,755 | |
| Total | |
| 1,464,144 | | |
| 2,240,337 | |
|
| SCHEDULE OF OTHER CURRENT LIABILITIES |
Other
current liabilities consisted of the following:
SCHEDULE
OF OTHER CURRENT LIABILITIES
| | |
December 31,
2025 | | |
September 30,
2025 | |
| Advances received for equity subscriptions(1) | |
$ | 160,066 | | |
$ | 18,134,657 | |
| Provision for liabilities related to directors’ litigation(2) | |
| 222,062 | | |
| 222,062 | |
| Professional service fees payable – Bitcoin transaction(3) | |
| 3,333,579 | | |
| 3,663,269 | |
| Others | |
| 630,439 | | |
| 230,602 | |
| Total | |
| 4,346,146 | | |
| 22,250,590 | |
| (1) |
|
Advances
received for equity subscriptions |
Advance
receipts for equity subscriptions are as follows: $129,662.80
for a share subscription by Mr. Sooncha Kim, $29,994.20
for a share subscription by Mr. Kenji Hashimoto, $100
for a share subscription by Mr. Jiang Shelei, and $308.69
for a share subscription by Beijing Fukesi Technology Co., Ltd.
| (2) |
|
Provision
for liabilities related to directors’ litigation |
The
provision for liabilities related to directors’ litigation of $222,062 represents management’s estimate of costs associated
with ongoing legal proceedings involving certain directors as of September 30, 2025.
| (3) |
|
Professional
service fees payable – Bitcoin transaction |
The
professional service fees payable of $3,333,579 relate to a financial advisory services agreement executed on July 1, 2025, between the Company and Sunflower Tech Limited, in connection with a Bitcoin-related asset transaction with a total transaction value of $55.0 million.
Under the agreement, the advisory fee is calculated at 10% of the transaction value, amounting to $5.5 million. As of December 31, 2025
and September 30, 2025, the remaining payable balances of the Company were $3,333,579 and $3,663,269 respectively.
|
Other current
liabilities consisted of the following:
SCHEDULE
OF OTHER CURRENT LIABILITIES
| | |
September 30,
2025 | | |
September 30,
2024 | |
| Advances received for equity subscriptions(1) | |
$ | 18,134,657 | | |
$ | 159,657 | |
| Provision for liabilities related to directors’ litigation(2) | |
| 222,062 | | |
| - | |
| Professional service fees payable – Bitcoin transaction(3) | |
| 3,663,269 | | |
| - | |
| Others | |
| 230,602 | | |
| 426,516 | |
| Total | |
| 22,250,590 | | |
| 586,173 | |
| (1) | | Advances received for equity subscriptions |
Advances received for equity subscriptions include
$159,657 relating to a share subscription by Mr. Kim, and $17,975,000 representing subscription funds received in connection with Bitcoin-related
investments.
The issuance of shares relating to Mr. Kim’s
equity subscription has been placed on hold due to ongoing litigation between Mr. Kim and the Company. Management intends to resolve
the equity subscription upon conclusion of the legal proceedings.
With respect to the Bitcoin-related equity
subscriptions, on September 25, 2025, the Company’s board of directors approved an increase in the authorized number of common
shares from 200,000,000
to 600,000,000
shares. In October 2025, the Company amended its Articles of Incorporation to effect the increase. Following the amendment, 71,900,000
shares were issued and recorded as outstanding in the Company’s stockholder register.
As the authorization and issuance of these shares
occurred after September 30, 2025, the transaction represents a non-recognized subsequent event in accordance with ASC 855. Accordingly,
the transaction has not been reflected in the consolidated financial statements as of September 30, 2025, but has been disclosed.
| (2) | | Provision for liabilities related to directors’ litigation |
The provision for liabilities related to directors’
litigation of $222,062 represents management’s estimate of costs associated with ongoing legal proceedings involving certain directors
as of September 30, 2025.
| (3) | | Professional service fees payable – Bitcoin transaction |
The professional service fees payable of $3,663,269
relate to a financial advisory services agreement executed on July 1, 2025, between CIMG INC and Sunflower Tech Limited, in connection
with a Bitcoin-related asset transaction with a total transaction value of $55.0 million. Under the agreement, the advisory fee is calculated
at 10% of the transaction value, amounting to $5.5 million.
As of September 30, 2025, the Company had directly
paid $1,136,096, and its subsidiary, Zhongyan Shangyue Technology Co., Ltd., had paid $700,635 on the Company’s behalf, resulting
in cumulative payments of $1,836,731. Accordingly, the remaining payable balance of $3,663,269 was recognized as a current liability
as of September 30, 2025.
Subsequent to September 30, 2025, professional service
fees totaling $189,689.85 were paid.
|
| SCHEDULE OF TAX PAYABLE |
As
of December 31, 2025 and September 30, 2025, taxes payable amounted to $2,398,303 and $1,314,686, respectively.
SCHEDULE
OF TAX PAYABLE
| | |
December 31,
2025 | | |
September 30,
2025 | |
| Accrued sales taxes payable | |
$ | 2,394,591 | | |
$ | 1,311,578 | |
| Other tax payable | |
| 3,712 | | |
| 3,108 | |
| Total | |
| 2,398,303 | | |
| 1,314,686 | |
|
SCHEDULE
OF TAX PAYABLE
| | |
September 30,
2025 | | |
September 30,
2024 | |
| VAT payable | |
$ | 1,311,578 | | |
$ | - | |
| Income tax payable | |
| 3,108 | | |
| - | |
| Total | |
| 1,314,686 | | |
| - | |
The balance as of September 30, 2025 primarily relates to value-added tax (“VAT”) associated with revenue recognized during
the period for which the corresponding VAT invoices had not yet been issued as of the reporting date.
|
| SCHEDULE OF INCOME TAX EXPENSE BENEFIT |
SCHEDULE
OF INCOME TAX EXPENSE BENEFIT
| | |
Three months Ended
December 31, 2025 | |
| Current income tax expense | |
$ | - | |
| Deferred income tax expense | |
| - | |
| Total income tax expense | |
| - | |
| | |
| | |
| Reconciliation of Statutory Tax Benefit to Income Tax Expense | |
| | |
| Tax benefit at statutory U.S. federal rate (21%) | |
$ | (4,083,176 | ) |
| Effect of different tax rates applicable to subsidiaries | |
| 4,080 | |
| Effect of unrecognized deductible temporary differences | |
| (3,675,545 | ) |
| Effect of tax loss carryforwards | |
| 7,754,641 | |
| Income tax expense | |
$ | - | |
|
SCHEDULE
OF INCOME TAX EXPENSE BENEFIT
| | |
Year Ended
September 30, 2025 | | |
Year Ended
September 30, 2024 | |
| Current income tax expense | |
$ | 3,095 | | |
$ | - | |
| Deferred income tax expense | |
| - | | |
| - | |
| Total income tax expense | |
| 3,095 | | |
| - | |
| | |
| | | |
| | |
| Reconciliation of Statutory Tax Benefit to Income Tax Expense | |
| | | |
| | |
| Loss before income tax | |
$ | (4,887,460 | ) | |
| (8,972,735 | ) |
| Tax benefit at statutory U.S. federal rate (21%) | |
| (1,026,367 | ) | |
| (1,884,274 | ) |
| Non-deductible expenses | |
| 159,559 | | |
| - | |
| Foreign rate differential | |
| 223,781 | | |
| - | |
| Change in valuation allowance | |
| 646,122 | | |
| 1,884,274 | |
| Income tax expense | |
$ | 3,095 | | |
| - | |
|
| SCHEDULE OF ASSETS HELD FOR SALE |
|
SCHEDULE OF ASSETS HELD FOR SALE
| | |
September 30,
2025 | | |
September 30,
2024 | |
| Gross carrying amount | |
$ | - | | |
$ | 214,709 | |
| Current
Assets Held for Sale | |
| - | | |
| 214,709 | |
| less: impairment
charge | |
| - | | |
| (203,973 | ) |
| Net carrying amount | |
| - | | |
| 10,736 | |
|
| SCHEDULE OF GOODWILL |
|
As
of September 30, 2025 and 2024, goodwill consisted of the following:
SCHEDULE
OF GOODWILL
| | |
September 30,
2025 | | |
September 30,
2024 | |
| Goodwill recognized from acquisition | |
$ | 1,859,184 | | |
$ | - | |
| Less: impairment charge | |
| (1,859,184 | ) | |
| - | |
| Net goodwill | |
| - | | |
| - | |
|
| SCHEDULE OF BALANCE OF CONTRACT ASSETS |
|
The
following table summarizes the movements in contract liabilities during the periods presented:
SCHEDULE
OF BALANCE OF CONTRACT ASSETS
| | |
September 30,
2025 | | |
September 30,
2024 | |
| Balance at beginning of the year | |
$ | - | | |
$ | - | |
| Additions (customer advances / billings in advance) | |
| 105,653 | | |
| - | |
| Less: revenue recognized | |
| - | | |
| - | |
| Balance at end of year | |
| 105,653 | | |
| - | |
|
| SCHEDULE OF NET OPERATING TAX LOSSES CARRIED FORWARD |
|
The tax losses of the Company expire over different time intervals depending
on the local jurisdiction. As of September 30, 2025, total net operating tax losses carried forward of the Company, if not utilized, will
expire as follows:
SCHEDULE OF NET OPERATING TAX LOSSES CARRIED FORWARD
| PRC: | |
| | |
| Loss expiring for the year ending December 31, 2025 | |
$ | 14,696 | |
| Loss expiring for the year ending December 31, 2026 | |
| 43,371 | |
| Loss expiring for the year ending December 31, 2027 | |
| 2,100 | |
| Loss expiring for the year ending December 31, 2028 | |
| 3,031 | |
| Thereafter | |
| 1,722,679 | |
| Total | |
| 1,785,877 | |
| | |
| | |
| USA: | |
| | |
| Validity period - Unlimited | |
$ | 82,506,757 | |
| | |
| | |
| Hong Kong: | |
| | |
| Validity period - Unlimited | |
$ | 19,149 | |
|
| Xilin Online Beijing Ecommerce Co Ltd [Member] |
|
|
| Defined Benefit Plan Disclosure [Line Items] |
|
|
| SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED |
|
The
identifiable assets acquired and liabilities assumed in the business combination were recorded at their fair values on the acquisition
date and consisted of the following major items.
SCHEDULE OF ASSETS ACQUIRED AND
LIABILITIES ASSUMED
| Reconciliation of Net Liabilities Acquired | |
Amount | |
| Cash consideration | |
$ | - | |
| Non-controlling interests | |
| (19,374 | ) |
| Loss on acquisition | |
| (20,164 | ) |
| Net liabilities acquired | |
| (39,538 | ) |
| | |
| | |
| Identifiable Assets Acquired and Liabilities Assumed (at Fair Value) | |
| | |
| Cash and cash equivalents | |
$ | 2,031 | |
| Account receivable | |
| 8,908 | |
| Other current assets | |
| 63,701 | |
| Property and equipment, net | |
| 644 | |
| Accounts payable and accrued expenses | |
| (77,789 | ) |
| Contract liabilities | |
| (12,810 | ) |
| Other current liabilities | |
| (24,223 | ) |
| Net liabilities acquired | |
| (39,538 | ) |
|
| Shanghai Huomao Cultural Development Co., Ltd [Member] |
|
|
| Defined Benefit Plan Disclosure [Line Items] |
|
|
| SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED |
|
The
identifiable assets acquired and liabilities assumed in the business combination were recorded at their fair values on the acquisition
date and consisted of the following major items.
SCHEDULE OF ASSETS ACQUIRED AND
LIABILITIES ASSUMED
| Reconciliation of Net Liabilities Acquired | |
Amount | |
| Cash consideration | |
$ | - | |
| Non-controlling interests | |
| (53 | ) |
| Loss on acquisition | |
| (45 | ) |
| Net liabilities acquired | |
| (98 | ) |
| | |
| | |
| Identifiable Assets Acquired and Liabilities Assumed (at Fair Value) | |
| | |
| Cash and cash equivalents | |
$ | 6,925 | |
| Account receivable | |
| 2,270 | |
| Accounts payable and accrued expenses | |
| (2,091 | ) |
| Other current liabilities | |
| (7,202 | ) |
| Net liabilities acquired | |
| (98 | ) |
|
| Shenzhen Zhimeng Qiyang Technology Co Ltd Acquisition [Member] |
|
|
| Defined Benefit Plan Disclosure [Line Items] |
|
|
| SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED |
|
SCHEDULE OF ASSETS ACQUIRED AND
LIABILITIES ASSUMED
| Reconciliation of Consideration Transferred and Net Liabilities Acquired | |
Amount | |
| Fair value of equity consideration | |
$ | 856,743 | |
| Fair value of non-controlling interest | |
| 823,146 | |
| Less: net liabilities acquired | |
| (179,182 | ) |
| Goodwill recognized | |
| 1,859,071 | |
| | |
| | |
| Identifiable Assets Acquired and Liabilities Assumed (at Fair Value) | |
| | |
| Cash and cash equivalents | |
$ | 2,671 | |
| Account receivable | |
| 5,421 | |
| Other current assets | |
| 653 | |
| Property and equipment | |
| 106 | |
| Intangible assets | |
| 2,723 | |
| Other current liabilities | |
| (190,756 | ) |
| Net liabilities acquired | |
| (179,182 | ) |
|
| Braincon Limited And Its Subsidiaries Acquisition [Member] |
|
|
| Defined Benefit Plan Disclosure [Line Items] |
|
|
| SCHEDULE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED |
|
The
identifiable assets acquired and liabilities assumed in the business combination were recorded at their fair values on the acquisition
date and consisted of the following major items.
SCHEDULE OF ASSETS ACQUIRED AND
LIABILITIES ASSUMED
| Reconciliation of Consideration Transferred | |
Amount | |
| Cash consideration | |
$ | 100 | |
| Less: net liabilities acquired | |
| (13 | ) |
| Goodwill recognized | |
| 113 | |
| | |
| | |
| Identifiable Assets Acquired and Liabilities Assumed (at Fair Value) | |
| | |
| Cash and cash equivalents | |
$ | 2 | |
| Other current liabilities | |
| (15 | ) |
| Net liabilities acquired | |
| (13 | ) |
|
| Nonrelated Party [Member] |
|
|
| Defined Benefit Plan Disclosure [Line Items] |
|
|
| SCHEDULE OF CONVERTIBLE NOTES |
SCHEDULE
OF CONVERTIBLE NOTES
| | |
December
31,
2025 | | |
September 30,
2025 | |
| Beginning balance | |
$ | - | | |
$ | 1,063,624 | |
| Issuance of convertible notes | |
| - | | |
| 10,144,186 | |
| Fair value adjustment | |
| - | | |
| - | |
| Conversion to Common Stock | |
| - | | |
| (11,207,810 | ) |
| Ending balance | |
| - | | |
| - | |
|
SCHEDULE
OF CONVERTIBLE NOTES
| | |
September 30,
2025 | | |
September 30,
2024 | |
| Beginning balance | |
$ | 1,063,624 | | |
$ | - | |
| Issuance of convertible notes | |
| 10,144,186 | | |
| 1,620,000 | |
| Fair value adjustment | |
| - | | |
| 63,624 | |
| Conversion to common stock | |
| (11,207,810 | ) | |
| (620,000 | ) |
| Ending balance | |
| - | | |
| 1,063,624 | |
|
| Related Party [Member] |
|
|
| Defined Benefit Plan Disclosure [Line Items] |
|
|
| SCHEDULE OF CONVERTIBLE NOTES |
SCHEDULE
OF CONVERTIBLE NOTES
| | |
December
31,
2025 | | |
September 30,
2025 | |
| Beginning balance | |
$ | 1,838,041 | | |
$ | 319,220 | |
| Issuance of convertible notes | |
| - | | |
| 3,693,041 | |
| Fair value adjustment | |
| - | | |
| - | |
| Conversion to Common Stock | |
| (1,838,041 | ) | |
| (2,174,220 | ) |
| Ending balance | |
| - | | |
| 1,838,041 | |
|
SCHEDULE
OF CONVERTIBLE NOTES
| | |
September 30,
2025 | | |
September 30,
2024 | |
| Beginning balance | |
$ | 319,220 | | |
$ | - | |
| Issuance of convertible notes | |
| 3,693,041 | | |
| 300,000 | |
| Fair value adjustment | |
| - | | |
| 19,220 | |
| Conversion to common stock | |
| (2,174,220 | ) | |
| - | |
| Ending balance | |
| 1,838,041 | | |
| 319,220 | |
|