9.       CONVERTIBLE DEBTS

In May, October and November 2022 and March, May and September 2023, the Company’s subsidiary, ASN issued eight (8) convertible debts of $1,140,240 (HK$8,938,000) aggregate principal amount, due in three to five years (the “Debts”). The Debts bear interest at a rate of 8.0% per annum, annually payable and will mature in October 2025, November 2025, March 2026, May 2026, September 2026 and May 2027. In October 2025, The Company has settled one convertible debts of $100,000 (HK$780,000). In November 2025, Mr. Huang Hsiang-An has submitted a Conversion Notice (the “Notice”), requesting the conversion of the outstanding principal into shares of the Company’s common stock. On August 3, 2026, The Company received the Notice and agreed to issue Mr. Huang Hsiang-An 29,304 shares of its common stock at the price of $3.50 per share, equal to $102,564 (HK$800,000) to settle convertible debts payable.

As of June 30, 2026, certain convertible debts totaling $794,632 in aggregate were in default. Of this amount, $102,564 was subsequently settled through share conversions. The Company is in active negotiations with the remaining debt holders to settle the outstanding balance and the associated unpaid interest of approximately $705,000 in aggregate, as of the date of these financial statements.

The Debts Holders have the right to convert any or all of the principal and accrued interest on the Debts into shares of common stock of the Company on the closing of a listing for trading of the common stock of the Company on a national securities exchange offering (an “Uplist Offering”). If the Company can close an Uplist Offering, the conversion price shall be 70% of the per share offering price in the Uplist Offering.

Interest expense of convertible debts for the three months ended June 30, 2026 and 2025 were $9,408 and $80,114, respectively.

The conversion derivative, associated with these convertible debts was accounted for as a liability in accordance with ASC 815-40. The conversion derivative liability was measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of conversion derivative liability in the condensed consolidated statements of operations. The convertible debts are made up of the fair value of the embedded conversion option with a fair value, totaling $1,041,318 and $1,040,734, as of June 30, 2026 and March 31, 2026, respectively.