Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

FORWARD LOOKING STATEMENTS

Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

DESCRIPTION OF OUR BUSINESS

Kioni Holdings Limited was incorporated in the State of Delaware on November 28, 2023 and established a fiscal year end of December 31. We have limited revenues, have minimal assets and have incurred losses since inception. Our business is to provide back-office support to companies. We offer progressive and complete solutions for our customer's back office and administration needs. These services include accounting and bookkeeping, human resources, digital marketing and sales, IT support and general business consulting.

RESULTS OF OPERATION

As of September 30, 2025, we had deficit of $75,317. Our financial statements have been prepared assuming that we will continue as a going concern. We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

Nine-Month Period Ended September 30, 2025

Revenue

	THREE MONTHS ENDED SEPTEMBER 30,				NINE MONTHS ENDED SEPTEMBER 30,
	2025		2024		2025		2024
	US$		US$		US$		US$
Business advisory services	22,042		-		60,631		-
Bookkeeping and IT services	15,000		6,000		47,594		33,000
Sundry income	-		-		763		-
	37,042		6,000		108,988		33,000

Cost of Revenue

During the nine month period ended September 30, 2025, the Company recorded cost of revenue of $7,706 (2024: $10,800) for the provision of bookkeeping and IT services.

Operating Expenses

During the nine month period ended September 30, 2025, we incurred total expenses and professional fees of $67,606 (2024: $107,465). General and administrative and professional fee expenses incurred generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting.

Net profit/ (loss)

Our net profit for the nine month period ended September 30, 2025 was 33,676 (2024: loss $85,265).

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LIQUIDITY AND CAPITAL RESOURCES

As at September 30, 2025 our total assets were $131,055 compared to $93,005 at December 31, 2024. As at September 30, 2025 our current liabilities were $92,372 compared to $87,996 in current liabilities as at December 31, 2024.

Stockholders' Equity was $38,683 as of September 30, 2025 compared to stockholders' equity of $5,009 as of December 31, 2024.

Cash Flows from Operating Activities

Net cash flows from operating activities increased from loss $170,878 on September 30, 2024 to positive $3,612 on September 30, 2025 mainly from net profit despite increase in current assets.

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PLAN OF OPERATION AND FUNDING

We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

Existing working capital, further advances and debt instruments, sale of our shares, and anticipated cash flow are expected to be adequate to fund our operations over the next twelve months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) developmental expenses associated with a newly established business; and (ii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations.

OFF-BALANCE SHEET ARRANGEMENTS

As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

GOING CONCERN

The independent auditors' report accompanying our September 30, 2025 consolidated financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The consolidated financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.