UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-KT

☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For The Fiscal Year Ended

or

☒ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from August 1, 2025 to March 31, 2026

Commission File Number 333-267967

KEEMO FASHION GROUP LIMITED

(Exact name of registrant issuer as specified in its charter)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act: None

Securities registered pursuant to Section 12(g) of the Securities Exchange Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

YES ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

Not applicable.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

N/A

APPLICABLE ONLY TO CORPORATE REGISTRANTS

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

DOCUMENTS INCORPORATED BY REFERENCE

No documents are incorporated by reference.

KEEMO FASHION GROUP LIMITED

FORM 10-KT

For the Period Ended March 31, 2026

Index

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Transition Report on Form 10-KT contains forward-looking statements. These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantee of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:

This transition report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward-looking statements included in this transition report are made as of the date of this transition report and should be evaluated with consideration of any changes occurring after the date of this Transition Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Use of Defined Terms

Except as otherwise indicated by the context, references in this Transition Report to:

PART I

ITEM 1. BUSINESS

Overview

KEEMO Fashion Group Limited, a Nevada corporation (“the Company”) was incorporated under the laws of the State of Nevada on April 22, 2022. Unless the context otherwise requires, references in this transition report to the “Company,” “we,” “us,” “our,” or “Keemo” refer to KEEMO Fashion Group Limited and its subsidiaries.

The Company currently operates through two business segments; (i) apparel and garment wholesale and (ii) digital publishing and e-reading.

Since inception, the Company has been engaged in the apparel and garment wholesale business. Through this segment, the Company focuses on wholesaling men’s and women’s apparel to small and medium-sized apparel retailers in Asian countries. The Company does not maintain or operate any production or manufacturing facilities and relies on third-party suppliers for production, packaging, storage and logistics support. The Company’s historical apparel business focused on low to mid-range apparel and garments and relied primarily on management’s business network and word-of-mouth referrals to identify customers.

During the period covered by this transition report, the Company expanded its business operations into the digital publishing and e-reading industry. On May 26, 2025, the Company entered into a Material Definitive Agreement, pursuant to a Share Purchase Agreement with Guang Wen Global Group Limited (“Guang Wen”), a company incorporated in the British Virgin Islands, pursuant to which the Company agreed to acquire 100% of the issued and outstanding shares of GW Reader Holding Limited (“GW Reader Holding”), a company incorporated in the Cayman Islands. The acquisition was completed on September 2, 2025.

As a result of the acquisition, the Company owns 100% shares of GW Reader Holding, which owns 100% shares of Willing Read Culture Technology Co., Limited (“Willing Read”), a company incorporated in Hong Kong. Willing Read owns 100% shares of GW Reader Sdn. Bhd. (“GW Reader”), a company incorporated in Malaysia. Through GW Reader, the Company operates a digital publishing and e-reading platform that develops, publishes and distributes serialized digital fiction through a proprietary mobile application and website.

Corporate History

Ms. Liu Lu was appointed as Chief Executive Officer, President, Secretary, Treasurer, and Director since the incorporation of the Company.

On January 2, 2025, Liu Lu entered into a Stock Purchase Agreement with Guang Wen, pursuant to which Guang Wen purchased 34,200,000 shares of common stock of the Company, par value $0.001 per share. The transaction was completed on April 25, 2025. As a result of the transaction, Guang Wen became the controlling shareholder of the Company, holding approximately 62% of the voting rights of the issued and outstanding shares of the Company on a fully diluted basis.

On May 26, 2025, the Company entered into a Material Definitive Agreement, pursuant to a Share Purchase Agreement with Guang Wen to acquire 100% of the issued and outstanding shares of GW Reader Holding. The acquisition was completed on September 2, 2025. The acquisition was completed without purchase consideration, as the target companies were operating at a loss and the seller agreed to transfer ownership without compensation as part of the Company’s strategic corporate realignment and expansion into the digital publishing and e-reading industry.

Corporate Structure

As of March 31, 2026, the Company’s corporate structure is as follows:

Below is the organization chart of the Group.

Following the acquisition, the Company did not discontinue its apparel and garment wholesale business. Instead, the Company expanded its operations and currently operates through both its apparel and garment wholesale segment and its digital publishing and e-reading segment. However, during the eight months transition period ended March 31, 2026, the Company did not generate revenue from its apparel and garment wholesale and digital publishing and e-reading segment.

Change in Fiscal Year

On March 30, 2026, the Company changed its fiscal year end from July 31 to March 31. The accompanying consolidated financial statements include the eight months transition period from August 1, 2025 to March 31, 2026. The Company’s prior fiscal year ended July 31, 2025. As a result of the change in fiscal year end, the consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for the transition period ended March 31, 2026 are not directly comparable to the fiscal years ended July 31, 2025 and 2024.

Forward Stock Split

On July 25, 2024, the Board of Directors approved a ten-for-one (10:1) forward stock split (the “Forward Split”) of the Company’s common stock, par value $0.001 per share. The Company filed a Certificate of Amendment and Restated Certificate of Incorporation (the “Certificate of Amendment”) to effect the forward stock split with the Secretary of State of Nevada on August 2, 2024. The Forward Split became effective on August 8, 2024 and our common stock began trading on a split-adjusted basis on August 9, 2024. Concurrently with the effectiveness of the split, the issued and outstanding shares of common stock increased from 5,500,000 to 55,000,000, which is proportional to the ratio of the split. All share and per share amounts presented herein have been retroactively adjusted to reflect the impact of the Forward Split.

Risk Factors

We face various legal and operational risks and uncertainties related to being based in and having all of our operations in China. The PRC government has significant authority to exert influence on the ability of a company with China-based operations, such as KMFG, to conduct its business, accept foreign investments or list on U.S. or other foreign exchanges. For example, we face risks associated with regulatory approvals of offshore offerings, anti-monopoly regulatory actions, as well as oversight on cybersecurity and data privacy. Such risks could result in a material change in our operations and/or the value of our common stock or could significantly limit or completely hinder our ability to offer, or continue to offer, our common stock and/or other securities to investors and cause the value of such securities to significantly decline or be worthless. In addition, the PRC government has significant oversight and discretion over the conduct of our business and may intervene with or influence the operations of our business as the government deems appropriate to further regulatory, political and societal goals. The PRC government has recently published new policies that significantly affected certain industries such as the education and internet industries, and we cannot rule out the possibility that it will in the future release regulations or policies regarding our industry that could adversely affect our business, financial condition and results of operations. Furthermore, the PRC government has recently indicated an intent to exert more oversight and control over overseas securities offerings and other capital markets activities and foreign investment in companies with China-based operations like us. Any such action, once taken by the PRC government, could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or in extreme cases, become worthless.

Pursuant to the Holding Foreign Companies Accountable Act (“HFCAA”), the Public Company Accounting Oversight Board (United States) (the “PCAOB”) issued a Determination Report on December 16, 2021 which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (1) mainland China of the People’s Republic of China because of a position taken by one or more authorities in mainland China; and (2) Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in Hong Kong. In addition, the PCAOB’s report identified the specific registered public accounting firms which are subject to these determinations. Trading in our securities may be prohibited under the Holding Foreign Companies Accountable Act, or the HFCAA, if the Public Company Accounting Oversight Board (United States) (the “PCAOB”) determines that it cannot inspect or completely investigate our auditor. Our registered public accounting firm, HML PLT, is not headquartered in mainland China or Hong Kong and was not identified in this report as a firm subject to the PCAOB’s determinations.

On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions. If the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong and we continue to use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the SEC, we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 10-K for the relevant fiscal year. There can be no assurance that we would not be identified as a Commission-Identified Issuer for any future fiscal year, and if we were so identified for two consecutive years, we would become subject to the prohibition on trading under the HFCAA.

This transition report on Form 10-KT covers the transition period from August 1, 2025 to March 31, 2026. The Company previously had a fiscal year end of July 31 and changed its fiscal year end to March 31.

Description of Business

Principal Activities

KMFG is a Nevada corporation. The Company is principally engaged in the apparel and garment wholesale business. In addition, the Company conducts its digital publishing business through its subsidiaries.

GW Reader Holding and Willing Read are investment holding companies.

GW Reader, the operating subsidiary of the digital publishing and e-reading segment, is principally engaged in the operation of digital reading platforms through mobile applications and websites, where users may access online fiction and other digital reading content.

Business Model

The Company currently operates through two business segments.

Apparel and Garment Wholesale Segment

The Company’s apparel and garment wholesale segment focuses on sourcing and wholesaling men’s and women’s apparel to small and medium-sized apparel retailers in Asian countries.

The Company primarily carries low to mid-range apparel and garment products targeted toward both men and women, generally between 18 and 40 years of age. The Company believes that its products may appeal to customers seeking casual, work, semi-formal and dressy apparel at accessible price points.

The Company does not manufacture apparel products and does not own or operate production facilities, manufacturing equipment or garment production machinery. Instead, the Company relies on third-party suppliers for production, packaging, storage and certain logistics functions.

The Company’s apparel business uses a supplier-based and relationship-based operating model. In certain cases, inventory may be held at supplier warehouses, although the Company owns the inventory. In other cases, the Company may take physical possession of inventory and store apparel at its office before arranging delivery to customers through courier services.

The Company identifies customers primarily through management’s business network, word-of-mouth referrals and other relationship-based channels. The Company targets small and medium-sized apparel retailers, including home-based e-commerce retailers.

During the eight months transition period ended March 31, 2026, the Company did not generate revenue from the apparel and garment wholesale segment. The Company continues to evaluate business opportunities in this segment, but there can be no assurance that this segment will generate revenue in future periods.

Digital Publishing and E-Reading Segment

The Company’s digital publishing and e-reading segment is conducted through GW Reader, a Malaysia limited liability company indirectly acquired by the Company on September 2, 2025.

GW Reader was incorporated in Malaysia on October 30, 2020. GW Reader is a digital publishing company specializing in serialized storytelling for a global audience. GW Reader develops, publishes and distributes original digital content through its proprietary mobile application and website.

GW Reader’s platform offers fiction across popular genres, including romance, fantasy, action, thriller, historical fiction and translated works. Content is generally released chapter by chapter, which is intended to encourage continuing reader engagement and recurring consumption.

GW Reader’s business model is based primarily on a “pay-per-chapter” or token-based system. Users purchase virtual coins or tokens through the platform and use them to unlock premium chapters or stories. This microtransaction-based model allows readers to pay only for the content they choose to access while supporting ongoing content development.

GW Reader’s users consist primarily of individual readers who access and consume content through the mobile application and website. The platform may offer free content or promotional chapters to attract users, while premium content is unlocked through the use of purchased coins or tokens.

GW Reader sources content primarily from freelance writers. Freelance writers submit stories for publication on the platform and may be compensated based on agreed commercial arrangements, including chapter completion, number of words written, user engagement, paid content consumption or revenue-sharing arrangements. GW Reader maintains editorial oversight and may provide writing guidelines, content standards and developmental feedback to writers.

During the eight-months transition period ended March 31, 2026, the Company generated only minimal revenue from the digital publishing and e-reading segment. The Company is in the early stage of integrating and developing this segment and may require additional time and resources before the segment can generate meaningful revenue, if at all.

Sales and Marketing

For the apparel and garment wholesale segment, the Company relies primarily on management’s business network, word-of-mouth referrals and relationship-based marketing to identify potential customers. The Company targets small and medium-sized apparel retailers, including home-based e-commerce retailers.

For the digital publishing and e-reading segment, the Company’s sales and marketing strategy focuses on user acquisition, reader engagement and content retention. GW Reader may attract users through online marketing, content discovery channels, promotional access to selected free chapters or stories, digital advertising, search engine marketing, social media promotion, writer and reader community engagement, and localized content marketing for selected markets.

The Company’s ability to increase revenue will depend on its ability to maintain supplier relationships for the apparel business, expand customer relationships, maintain an attractive digital content library, improve platform functionality, retain existing digital users and acquire new users in a cost-effective manner.

Employees and Function

As of March 31, 2026, the Company had three individuals serving in management or director roles across the Company and its subsidiaries.

The Company may hire additional employees, contractors or consultants as its business develops. The Company does not currently maintain pension, health, annuity, insurance, stock option, profit-sharing or similar benefit plans, although it may adopt such plans in the future.

Competition

The Company faces competition in both of its business segments.

In the apparel and garment wholesale segment, the Company competes with specialized apparel wholesalers, retail-based wholesalers and e-commerce-based wholesalers. These competitors include businesses operating through B2B platforms and online wholesale channels. Many competitors have greater financial resources, larger supplier networks, broader product offerings, more established customer relationships and greater brand recognition than the Company.

In the digital publishing and e-reading segment, GW Reader competes with larger and more established digital reading platforms and content providers, including Amazon Kindle, Wattpad, Radish, Inkitt, Apple Books and other online fiction and e-reading platforms. Many of these competitors have significantly greater financial resources, larger user bases, stronger brand recognition, larger content libraries, more established relationships with writers and greater technology and marketing capabilities than the Company.

The Company seeks to compete in the digital publishing segment by offering serialized stories, frequent content updates, localized content, mobile accessibility and an interactive reading experience. However, there can be no assurance that the Company will be able to compete successfully in either segment.

Enforcement of Civil Liabilities under United States Federal Securities Laws

We are a Nevada corporation and most of our operations are and will be located outside of the United States and our sole officer and director resides outside the United States. Moreover, a majority of our assets are located outside the United States. Since a majority of the assets owned by us are located outside the United States, any judgment obtained in the United States against us may not be collectible within the United States. There is no treaty between the United States and China providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters and a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon the federal securities laws, would, therefore, not be automatically enforceable in China. Under the PRC Civil Procedures Law, foreign shareholders may originate actions based on PRC law against us in the PRC, if they can establish sufficient nexus to the PRC for a PRC court to have jurisdiction, and meet other procedural requirements, including, among others, the plaintiff must have a direct interest in the case, and there must be a concrete claim, a factual basis and a cause for the suit.

There is uncertainty as to whether the courts of China would (1) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States, or (2) entertain original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. China does not have any treaties or other form of reciprocity with the United States that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, courts in China will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC law or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States. Under the PRC Civil Procedures Law, foreign shareholders may originate actions based on PRC law against us in the PRC, if they can establish sufficient nexus to the PRC for a PRC court to have jurisdiction, and meet other procedural requirements, including, among others, the plaintiff must have a direct interest in the case, and there must be a concrete claim, a factual basis and a cause for the suit.

In addition, it will be difficult for U.S. shareholders to originate actions against us in China in accordance with PRC laws because we are incorporated under the laws of State of Nevada and it will be difficult for U.S. shareholders, holding our common stock, to establish a connection to China for a PRC court to have jurisdiction as required under the PRC Civil Procedures Law.

Government Regulation

The Company is subject to laws and regulations applicable to its business activities in the jurisdictions in which it operates.

The apparel and garment wholesale segment may be subject to laws and regulations relating to import and export, product quality, consumer protection, business licensing, customs, logistics and general commercial activities.

The digital publishing and e-reading segment may be subject to laws and regulations relating to digital publishing, online platforms, consumer protection, data privacy, intellectual property, digital payments, mobile applications, app store requirements, online content and cross-border data transfers.

Because GW Reader’s platform may be accessed by users in multiple jurisdictions, the Company may become subject to additional laws and regulations in different markets. Changes in applicable laws and regulations could increase compliance costs or restrict the Company’s ability to operate or expand its platform.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 1B. UNRESOLVED STAFF COMMENTS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 1C. CYBERSECURITY

As of March 31, 2026, the Company has not identified any cybersecurity threats, including previous incidents, that have materially impacted our business strategy, results of operations, or financial condition. This assertion signifies our diligent efforts in managing and mitigating cybersecurity risks, contributing to the stability and continuity of our operations.

ITEM 2. DESCRIPTION OF PROPERTY

We do not own any real estate or other properties. Our office is located at 69 Wanke Boyu, Xili Liuxin 1st Rd, Nanshan District, Shenzhen, Guangdong 518052, China.

The Company utilizes home office space of its management at no cost. The company’s home office space is 34.78 square meters or approximately 374 square feet. There is no agreement pertaining to utilizing the home office space of management, and management is free to discontinue providing the office space at any time and without notice. The Company does not own, rent, or lease any properties. The Company’s digital publishing business is primarily digital and does not require physical warehousing or inventory storage.

ITEM 3. LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. There are currently no pending legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock is currently quoted on the OTC Pink under the trading symbol “KMFG”.

Trading in stocks quoted on the OTC Pink is often thin and is characterized by wide fluctuations in trading prices due to many factors that may have little to do with a company’s operations or business prospects. We cannot assure you that there will be any liquidity for our common stock in the future.

For the periods indicated, the following table sets forth the high and low bid prices per share of common stock based on inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

Holders

As of March 31, 2026, we have 32 stockholders on record of our common stock.

Transfer Agent and Registrar

The transfer agent for our capital stock is Transfer Online, Inc, with an address at 512 SE Salmon St., Portland, OR 97214, United States and telephone number is +1 (503) 227-2950.

Penny Stock Regulations

The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share. Our Common Stock, when and if a trading market develops, may fall within the definition of penny stock and be subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000, or annual incomes exceeding $200,000 individually, or $300,000, together with their spouse).

For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser’s prior written consent to the transaction. Additionally, for any transaction, other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the Securities and Exchange Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the “penny stock” rules may restrict the ability of broker-dealers to sell our Common Stock and may affect the ability of investors to sell their Common Stock in the secondary market.

In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit the investors’ ability to buy and sell our stock.

Forward Stock Split

On July 25, 2024, the Board of Directors approved a ten-for-one (10:1) forward stock split (the “Forward Split”) of the Company’s common stock, par value $0.001 per share. The Company filed a Certificate of Amendment and Restated Certificate of Incorporation (the “Certificate of Amendment”) to effect the forward stock split with the Secretary of State of Nevada on August 2, 2024. The Forward Split became effective on August 8, 2024 and our common stock began trading on a split-adjusted basis on August 9, 2024. Concurrently with the effectiveness of the split, the issued and outstanding shares of common stock increased from 5,500,000 to 55,000,000, which is proportional to the ratio of the split. Neither the split nor the increase in authorized shares affected any stockholder’s ownership percentage of our common stock, altered the par value of our common stock or modified any voting rights or other terms of the common stock.

Transfer of Shares

On January 2, 2025, a Stock Purchase Agreement was entered into between Liu Lu and Guang Wen, wherein Guang Wen purchased 34,200,000 shares of Common Shares, par value $0.001 per share, of KMFG. As a result, Guang Wen became an approximately 62% holder of the voting rights of the issued and outstanding shares of the Company, on a fully-diluted basis, and became the controlling shareholder. The transaction was completed on April 25, 2025. The consideration paid for each share was $0.005.

On February 17, 2026, a Stock Purchase Agreement was entered into between Guang Wen and Addentax Group Corp. (“ATXG”), wherein ATXG purchased 34,200,000 shares of Common Shares, par value $0.001 per share, of KMFG. As a result, ATXG became an approximately 62% holder of the voting rights of the issued and outstanding shares of the Company, on a fully-diluted basis, and became the controlling shareholder. The transaction was completed on March 30, 2026. The aggregate purchase price for the acquisition was approximately $5.5 million, which was satisfied through the transfer of a portion of an existing bond held by ATXG.

Dividends

Any future determination as to the declaration and payment of dividends on shares of our Common Stock will be made at the discretion of our board of directors out of funds legally available for such purpose. We are under no contractual obligations or restrictions to declare or pay dividends on our shares of Common Stock. In addition, we currently have no plans to pay such dividends. Our board of directors currently intends to retain all earnings for use in the business for the foreseeable future.

Recent Sales of Unregistered Securities

No securities have been sold by the Company during the period covered by this Form 10-KT.

Purchases of Equity Securities by the Registrant and Affiliated Purchasers

We have not repurchased any shares of our common stock during the eight months ended March 31, 2026.

Other Stockholder Matters

None.

ITEM 6. [RESERVED]

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our results of operations and financial condition for the transition period from August 1, 2025 to March 31, 2026 should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this transition report on Form 10-KT. Some of the information contained in this management’s discussion and analysis or set forth elsewhere in this Transition Report, including information with respect to our plans and strategy for our business and related financing, includes forward looking statements that involve risks, uncertainties and assumptions. As a result of many factors, including those factors set forth in the “Risk Factors” section in Form S-1/A registration statement, filed on May 12, 2023, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in this Transition Report.

Overview

The following discussion and analysis of our financial condition and results of operations should be read together with our consolidated financial statements and related notes included elsewhere in this transition report. This transition report covers the eight months transition period from August 1, 2025 to March 31, 2026. The Company previously had a fiscal year end of July 31 and changed its fiscal year end to March 31 during the period.

The Company currently operates through two business segments: apparel and garment wholesale, and digital publishing and e-reading. During the transition period, the Company completed the acquisition of GW Reader Holding on September 2, 2025 and, through that acquisition, indirectly acquired Willing Read and GW Reader. GW Reader operates the Company’s digital publishing and e-reading business.

During the eight months transition period ended March 31, 2026, the Company did not generate revenue from its apparel and garment wholesale and digital publishing and e-reading segment. The Company incurred a net loss of $67,368 and used cash of $58,707 in operating activities. As of March 31, 2026, the Company had cash and cash equivalents of $15,667, current liabilities exceeded current assets by $606,896, and the Company had a stockholders’ deficit of $313,398. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The Company expects to finance its operations primarily through cash generated from future revenue, if any, and continuing financial support from stockholders or related parties.

No assurance can be given any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.

Results of operations for the eight months ended March 31, 2026 and 2025

Revenues

For the eight months transition period ended March 31, 2026, the Company did not generate revenue from the apparel and garment wholesale and digital publishing and e-reading segment during the transition period.

For the comparative eight months ended March 31, 2025, the Company has generated a revenue of $15,081, which was generated from the apparel and garment wholesale business prior to the acquisition of GW Reader Holding.

Revenue decreased from $15,081 in the comparative eight months ended March 31, 2025 to nil for the transition period ended March 31, 2026, as the comparative period revenue was generated from the apparel and garment wholesale business prior to the acquisition of GW Reader Holding, while no revenue was generated from either business segment during the transition period.

General and Administrative Expenses

For the eight months transition period ended March 31, 2026, the Company incurred general and administrative expenses of $67,366. These were primarily comprised of commission, other professional fee, audit fees, accounting fees, stock and registrar fees.

For the comparative eight months ended March 31, 2025, the Company incurred general and administrative expenses of $24,830. These were primarily comprised of other professional fee, audit fees, stock and registrar fees.

General and administrative expenses increased by $42,536, from $24,830 for the comparative eight months ended March 31, 2025 to $67,366 for the eight-months transition period ended March 31, 2026. The increase was primarily attributable to commission expenses and higher professional fees, including audit fees and accounting fees, incurred during the transition period.

Net Loss

For the eight months transition period ended March 31, 2026, the Company incurred a net loss of $67,368.

For the eight months ended March 31, 2025, the Company incurred a net loss of $17,309.

Liquidity and Capital Resources

As of March 31, 2026, the Company had cash and cash equivalents of $15,667, compared to $3,088 as of July 31, 2025. The increase in cash was primarily attributable to cash acquired from the acquisition of subsidiaries and advances from related parties, partially offset by cash used in operating activities.

As of March 31, 2025, the Company had cash and cash equivalents of $23,329, compared to $19,421 as of July 31, 2024. The increase in cash was primarily attributable to cash generated from operating activities.

For the eight months transition period ended March 31, 2026, net cash used in operating activities was $58,707, primarily attributable to the Company’s net loss and changes in operating assets and liabilities. Net cash provided by investing activities was $29,687, which represented cash acquired from the acquisition of subsidiaries. Net cash provided by financing activities was $40,953, which represented advances from related parties.

For the comparative eight months ended March 31, 2025, net cash generated from operating activities was $3,908, primarily attributable to the Company’s net loss and changes in operating assets and liabilities. No cash generate nor used any cash in investing and financing activity.

Off-Balance Sheet Arrangement

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of March 31, 2026.

Contractual Obligation

As a smaller reporting company, we are not required to provide the aforementioned information.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements required by this item are located following the signature page of this Transition Report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not Applicable

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures”, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer concluded as of March 31, 2026, that our disclosure controls and procedures were not effective. The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties and effective risk assessment ; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines; and (4) lack of internal audit function due to the fact that the Company lacks qualified resources to perform the internal audit functions properly and that the scope and effectiveness of the internal audit function are yet to be developed. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our consolidated financial statements as of March 31, 2026.

Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. The internal controls for the Company are provided by executive management’s review and approval of all transactions. Our internal control over financial reporting also includes those policies and procedures that:

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of March 31, 2026. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of these controls.

Based on this assessment, management has concluded that as of March 31, 2026, our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with U.S. generally accepted accounting principles. In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

We will increase our personnel resources and technical accounting expertise within the accounting function. We will create a position to segregate duties consistent with control objectives. And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.

We anticipate that these initiatives will be at least partially, if not fully, implemented by the end of fiscal year 2027.

Changes in Internal Control over Financial Reporting

There was no change in our internal controls over financial reporting that occurred during the period covered by this Transition Report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting:

This transition report does not include an attestation report of the Company’s registered independent public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered independent public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Transition Report on Form 10-KT.

ITEM 9B. OTHER INFORMATION

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not Applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Set forth below are the present directors and executive officers of the Company. Note that there are no other persons who have been nominated or chosen to become directors nor are there any other persons who have been chosen to become executive officers. There are no arrangements or understandings between any of the directors, officers and other persons pursuant to which such person was selected as a director or an officer. Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and have qualified. Officers are appointed to serve until the meeting of the board of directors following the next annual meeting of stockholders and until their successors have been elected and qualified.

Liu Lu – Chief Executive Officer, President, Secretary, Treasurer, Director

In 2017, Ms. Liu graduated from the Sichuan University, Undergraduate Program for Specialty in Computer Science and Technology. From July 2017 to present, Ms. Liu works in the promotional department at the Tencent Interactive Entertainment Group, which is a division of Tencent Holdings that publishes and develops video games for multiple platforms. From July 2017 to August 2017, she was responsible for three initiatives, which are event planning, content operation, and market promotional and platform collaboration for the project “Deformers”, a PC game. Regarding event planning, she handled event execution and post-event analysis. For content operation, she handled the official website construction, content creation, and content planning. For market promotion and platform collaboration, she handled marketing of the game, which involved collaboration with different online and media platforms. From August 2018 until present, Ms. Liu has been mainly responsible for the project “Rocket League”, which is an online game. She mainly responsible on the resource allocation, event planning and execution, post-event analysis and the user operation. Ms. Liu’s position at Tencent Holdings is a full-time job, to which she devotes approximately 45 hours per week.

In April 2022, Ms. Liu founded KMFG, and as a result of her promotional, organizational, and marketing experience, it is the determination of the board that she serves as our Chief Executive Officer, President, Secretary, Treasurer, and Director.

Corporate Governance

The Company promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the Securities and Exchange Commission and in other public communications made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations. The Company has not formally adopted a written code of business conduct and ethics that governs the Company’s employees, officers and Directors as the Company is not required to do so.

In lieu of an Audit Committee, the Company’s Board of Directors, is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company’s consolidated financial statements and other services provided by the Company’s independent public accountants. The Board of Directors and the Chief Executive Officer of the Company review the Company’s internal accounting controls, practices and policies.

Committees of the Board

Our Company currently does not have nominating, compensation, or audit committees or committees performing similar functions nor does our Company have a written nominating, compensation or audit committee charter. Our Director(s) believe that it is not necessary to have such committees, at this time, because the Directors can adequately perform the functions of such committees.

Audit Committee Financial Expert

Our Board of Directors has determined that we do not have a board member that qualifies as an “audit committee financial expert” as defined in Item 407(D)(5) of Regulation S-K, nor do we have a Board member that qualifies as “independent” as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14) of the FINRA Rules.

We believe that our Director(s) are capable of analyzing and evaluating our consolidated financial statements and understanding internal controls and procedures for financial reporting. The Director(s) of our Company does not believe that it is necessary to have an audit committee because management believes that the Board of Directors can adequately perform the functions of an audit committee. In addition, we believe that retaining an independent Director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the stage of our development and the fact that we have not generated any positive cash flows from operations to date.

Involvement in Certain Legal Proceedings

Our Directors and our Officers have not been involved in any of the following events during the past ten years:

Independence of Directors

We are not required to have independent members of our Board of Directors, and do not anticipate having independent Directors until such time as we are required to do so.

Code of Ethics

We have not adopted a formal Code of Ethics. The Board of Directors evaluated the business of the Company and the number of employees and determined that since the business is operated by a small number of persons, general rules of fiduciary duty and federal and state criminal, business conduct and securities laws are adequate ethical guidelines. In the event our operations, employees and/or Directors expand in the future, we may take actions to adopt a formal Code of Ethics.

Stockholder Proposals

Our Company does not have any defined policy or procedural requirements for stockholders to submit recommendations or nominations for Directors. The Board of Directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our Company does not currently have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such nominees. The Board of Directors will assess all candidates, whether submitted by management or stockholders, and make recommendations for election or appointment.

A stockholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our Sole Officer and Director, Liu Lu, at the address appearing on the first page of this Form 10-KT.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings. Based solely on our review of the copies of such forms furnished to us and written representations by our officers and directors regarding their compliance with applicable reporting requirements under Section 16(a) of the Exchange Act, we believe that all Section 16(a) filing requirements for our executive officers, directors and 10% stockholders were met during the eight months transition period ended March 31, 2026.

ITEM 11. EXECUTIVE COMPENSATION

MANAGEMENT COMPENSATION

The following tables set forth certain information about compensation paid, earned or accrued for services by our Executive Officer from July 31, 2025 to March 31, 2026:

Summary Compensation Table

Stock Option Grants

We have not granted any stock options to our executive officers since our incorporation.

Employment Agreements

We do not have an employment or consulting agreement with any officers or Directors.

Compensation Discussion and Analysis

Director Compensation

Our Board of Directors does not currently receive any consideration for their services as members of the Board of Directors. The Board of Directors reserves the right in the future to award the members of the Board of Directors cash or stock-based consideration for their services to the Company, which awards, if granted shall be in the sole determination of the Board of Directors.

Executive Compensation Philosophy

Our Board of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors reserves the right to pay our executive or any future executives a salary, and/or issue them shares of common stock in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s performance. This package may also include long-term stock-based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants would be in the best interests of the Company.

Incentive Bonus

The Board of Directors may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion, if the Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such executives.

Long-term, Stock Based Compensation

In order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award our executive and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board of Directors, which we do not currently have any immediate plans to award.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

As of March 31, 2026, the Company has 55,000,000 shares of common stock issued and outstanding, which number of issued and outstanding shares of common stock have been used throughout this transition report.

*Officers and or Directors who may hold a 5% or greater controlling interest in the Company are included above, but only under the subtitle, “Executive Officers and Directors”.

On August 8, 2024, a ten-for-one (10:1) forward stock split of the Company’s common stock became effective, which increased the number of shares of common stock beneficially owned by the beneficial owner increased from 3,600,000 to 36,000,000, consistent with the split ratio. Neither the split nor the increase in authorized shares affected any stockholder’s ownership percentage of our common stock.

On January 2, 2025, a Stock Purchase Agreement was entered into between Liu Lu and Guang Wen, wherein Guang Wen purchased 34,200,000 shares of Common Shares, par value $0.001 per share, of KMFG. As a result, Guang Wen became an approximately 62% holder of the voting rights of the issued and outstanding shares of the Company, on a fully-diluted basis, and became the controlling shareholder. The transaction was completed on April 25, 2025. The consideration paid for each share was $0.005.

On February 17, 2026, a Stock Purchase Agreement was entered into between Guang Wen and ATXG, wherein ATXG purchased 34,200,000 shares of Common Shares, par value $0.001 per share, of KMFG. As a result, ATXG became an approximately 62% holder of the voting rights of the issued and outstanding shares of the Company, on a fully-diluted basis, and became the controlling shareholder. The transaction was completed on March 30, 2026. The aggregate price for the acquisition was approximately $5.5 million and the purchase consideration shall be satisfied by utilizing a portion of an existing bond held by ATXG.

Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of an option or warrant) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the person’s actual voting power at any particular date.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE

On April 23, 2022, we issued 3,600,000 shares of our common stock to Ms. Liu Lu, our Chief Executive Officer, President, Secretary, Treasurer, and Director in consideration of $3,600, or $0.001 per share.

In regards to the above transaction we claim an exemption from registration afforded by Regulation S of the Securities Act of 1933, as amended (“Regulation S”) for the above sale of stock since the sale of stock was made to a non-U.S. person (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.

As of July 31, 2022, our sole director, Ms. Liu Lu, advanced $25,758 to the Company, which is unsecured and non-interest bearing with no fixed terms of repayment.

As of October 31, 2022, the sole director of the Company advanced $26,958 to the Company, which is unsecured and non-interest bearing with no fixed terms of repayment.

As of April 30, 2023, the sole director of the Company advanced $30,419 to the Company, which is unsecured and non-interest bearing with no fixed terms of repayment

On July 26, 2023, we issued 1,900,000 shares of our common stock in consideration of $28,500, or $0.015 per share through initial public offering.

As of July 31, 2023, the sole director of the Company advanced $40,405 to the Company, which is unsecured and non-interest bearing with no fixed terms of repayment.

As of October 31, 2023 and January 31, 2024, the sole director of the Company advanced $47,716 to the Company, which is unsecured and non-interest bearing with no fixed terms of repayment.

As of April 30, 2024, the sole director of the Company advanced $66,903 to the Company, which is unsecured and non-interest bearing with no fixed terms of repayment.

As of July 31, 2024, the sole director of the Company advanced $69,919 to the Company, which is unsecured and non-interest bearing with no fixed terms of repayment.

On August 8, 2024, a ten-for-one (10:1) forward stock split of the Company’s common stock became effective, increasing the number of issued and outstanding shares from 5,500,000 to 55,000,000.

As of October 31, 2024, the sole director of the Company advanced $80,516 to the Company, which is unsecured and non-interest bearing with no fixed terms of repayment.

On January 2, 2025, a Stock Purchase Agreement was entered into between Liu Lu and Guang Wen, wherein Guang Wen purchased 34,200,000 shares of Common Shares, par value $0.001 per share, of KMFG. Following the transaction, Ms. Liu Lu, the Company’s sole director, retained ownership of 1,800,000 shares of common stock.

As of January 31, 2025, the sole director of the Company advanced $90,679 to the Company, which is unsecured and non-interest bearing with no fixed terms of repayment.

As of April 30, 2025, the sole director of the Company advanced $91,786 to the Company, which is unsecured and non-interest bearing with no fixed terms of repayment.

As of July 31, 2025, the sole director of the Company advanced $76,389 to the Company, which is unsecured and non-interest bearing with no fixed terms of repayment.

As of October 31, 2025, the Company and its subsidiaries had amounts due to related parties as follows:

All advances are unsecured, non-interest bearing, and repayable on demand, with no fixed terms of repayment.

As of January 31, 2026, the Company and its subsidiaries had amounts due to related parties as follows:

All advances are unsecured, non-interest bearing, and repayable on demand, with no fixed terms of repayment.

On February 17, 2026, a Stock Purchase Agreement was entered into between Guang Wen and ATXG, wherein ATXG purchased 34,200,000 shares of Common Shares, par value $0.001 per share, of KMFG. As a result, ATXG became an approximately 62% holder of the voting rights of the issued and outstanding shares of the Company, on a fully-diluted basis, and became the controlling shareholder. The transaction was completed on March 30, 2026. The aggregate price for the acquisition was approximately $5.5 million and the purchase consideration shall be satisfied by utilizing a portion of an existing bond held by ATXG.

As of March 31, 2026, the Company and its subsidiaries had amounts due to related parties as follows:

All advances are unsecured, non-interest bearing, and repayable on demand, with no fixed terms of repayment.

Review, Approval and Ratification of Related Party Transactions

Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officer(s), Director(s) and significant stockholders. We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional Directors, so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee thereof. On a moving forward basis, our Directors will continue to approve any related party transaction.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

The following table provides information about the aggregate fees billed to the Company by its independent registered public accounting firms for the eight months ended March 31, 2026 and the fiscal years ended July 31, 2025 and 2024. JP Centurion & Partners PLT served as the Company’s independent registered public accounting firm from August 17, 2022 until its resignation on November 12, 2025. HML PLT has served as the Company’s independent registered public accounting firm since November 12, 2025.

The category of “Audit fees” includes fees for our annual audit, quarterly reviews and services rendered in connection with regulatory filings with the SEC, such as the reissuance of audit report by the previous independent registered public firm, issuance of comfort letters, and consents.

The category of “Audit-related fees” includes employee benefit plan audits, internal control reviews and accounting consultation.

The category of “Tax services” includes tax compliance, tax advice, tax planning.

The category of “All other fees” generally includes advisory services related to accounting rules and regulations.

All of the professional services rendered by principal accountants for the audit of our annual financial statements that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for last two fiscal years were approved by our board of directors.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Consolidated Financial Statements

The following are filed as part of this transition report:

The following consolidated financial statements of KEEMO Fashion Group Limited and its subsidiaries and Report of Independent Registered Public Accounting Firm are presented in the “F” pages of this Transition Report:

(b) Exhibits

The following exhibits are filed herewith:

*Filed herewith

ITEM 16. FORM 10-KT SUMMARY

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

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Transition Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this transition report has been signed below by the following persons on behalf of the Registrant, and in the capacities and on the dates indicated:

KEEMO FASHION GROUP LIMITED

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

KEEMO Fashion Group Limited

69 Wanke Boyu, Xili Liuxin 1^st Road,

Nanshan District, Shenzhen

Guangdong 518052 China.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of KEEMO Fashion Group Limited and its subsidiaries (collectively referred to as the “Company”) as of March 31, 2026, and the related consolidated statement of operations and comprehensive loss, statement of changes in stockholders’ equity, and statement of cash flows for the period ended March 31, 2026, and the related notes to financial statements (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2026, and the results of its operations and its cash flows for the financial period ended as of March 31, 2026, in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Substantial Doubt about the Company’s Ability to Continue as a 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 a net loss of $67,368 during the period and had an accumulated deficit of $334,237 and working capital deficit of $606,896 as at March 31, 2026. These factors create uncertainty as to the Company’s ability to continue as a going concern. Management’s plans in regard to those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the 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 audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the 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 financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that we communicated or are required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Goodwill Impairment Assessment

Description of the Matter

As described in Note 3 to the financial statements, the Company recognized goodwill of $293,498 arising from the acquisition of a subsidiary during the period ended March 31, 2026. Management performed its annual goodwill impairment assessment and concluded that no impairment was required because the estimated fair value of the reporting unit exceeded its carrying amount.

We identified the evaluation of the goodwill impairment assessment as a critical audit matter because auditing management’s estimate required especially challenging auditor judgment due to the significant assumptions used in estimating the fair value of the reporting unit. In particular, management’s discounted cash flow model incorporated significant assumptions regarding revenue growth, advertising and selling expenses, administrative expenses, discount rate and terminal growth rate. Changes in these assumptions could have had a significant effect on the estimated fair value and the conclusion regarding impairment.

How We Addressed the Matter in Our Audit

Our principal audit procedures included, among others:

We determined that there were no other critical audit matters.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of

KEEMO Fashion Group Limited

69 Wanke Boyu, Xili Liuxin 1^st Road,

Nanshan District, Shenzen

Guangdong 518052 China.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of KEEMO Fashion Group Limited (the ‘Company’) as of July 31, 2025 and 2024, and the related statements of operations and comprehensive loss, statements changes in of stockholders’ equity, and statements of cash flows for the year ended as of July 31, 2025 and 2024, and the related notes to financial statements (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2025 and 2024, and the results of its operations and its cash flows for the financial year ended as of July 31, 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America.

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, for the year ended July 31, 2025, the Company incurred a net loss of $33,121 and used cash in operating activities of $16,333. As of July 31, 2025, the current liabilities of the Company exceeded its current assets by $82,066 and has a shareholders’ deficits of $82,066. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the 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 audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the 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 financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current year audit of the financial statements that were communicated or required to be communicated to those charged with governance that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. We determined that there are no critical matters.

Item 1. Consolidated Financial Statements

KEEMO FASHION GROUP LIMITED

CONSOLIDATED BALANCE SHEETS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

Comparative years reflects standalone parent only (unconsolidated). Consolidation began from September 2, 2025 onwards. – see Note 2.

The accompanying notes are an integral part of these consolidated financial statements.

KEEMO FASHION GROUP LIMITED

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

Comparative years reflects standalone parent only (unconsolidated). Consolidation began from September 2, 2025 onwards – see Note 2.

The accompanying notes are an integral part of these consolidated financial statements.

KEEMO FASHION GROUP LIMITED

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Currency expressed in United States Dollars (“US$”), except for number of shares)

Comparative years reflect standalone parent only (unconsolidated). Consolidation began from September 2, 2025 onwards – see Note 2.

The accompanying notes are an integral part of these consolidated financial statements.

KEEMO FASHION GROUP LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Currency expressed in United States Dollars (“US$”))

Comparative years reflects standalone parent only (unconsolidated). Consolidation began from September 2, 2025 onwards - see Note 2.

The accompanying notes are an integral part of these consolidated financial statements.

KEEMO FASHION GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Currency expressed in United States Dollars (“US$”), except for number of shares)