Annual Report for Fiscal Year Ending September 30, 2025 (Form 10-K)

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

Overview of the Business

Due to global health issues and the COVID-19 pandemic, people have increased their health and nutrition consciousness. We believe preventive care is the most effective investment in health.

To promote awareness of preventive care among the people in the PRC, we developed and launched our mobile platform, King Eagle Mall, in July 2020, an online platform, Kun Zhi Jian, in October 2022, and Kun Zhi Jian Mini Program in November 2023.

King Eagle Mall

King Eagle Mall is a mobile social e-commerce platform launched in July 2020 that promotes preventive health care products and services. It adopts the S2B2C business model and integrates many major health care products and services. We focus on health-related products and services. Kun Zhi Jian and Kun Zhi Jian Mini Program are designed to enable health-related products to be sold by us and by third parties. King Eagle Mall's products are divided into two sectors: self-operated products and selected products which promote preventive health care. Our team screens and examines products that are and will be offered both by us and by affiliated merchants. Our major products include health care products such as dietary supplements, nutritional health foods, beauty cosmeceuticals, and other categories of health foods (for instance, milk powder, dried fruits) for supporting the cardiovascular system and bone joint health. We also offer collagen peptides, probiotics, and health foods for improving blood circulation and vein health, as well as household products that can promote and improve a healthier lifestyle for our members. We receive customer orders and may arrange fulfillment through our merchants who are responsible for delivery or we may fulfill customer orders through our outsourced networks. As of September 30, 2025, King Eagle Mall had approximately 15,858 members.

We also operate customer service centers with whom our members can communicate directly for any assistance related to product purchases, suggestions for health care products and services, and delivery logistics.

Kun Zhi Jian and Kun Zhi Jian Mini Program

In October 2022, we introduced and implemented an online platform, Kun Zhi Jian. In its initial phase of operation, we focused on selling a thermal therapy cabin to wholesalers. Currently, we promote and sell physiotherapy equipment products and our own brand, as well as other popular brands, of preventive health care related products. In November 2023 we also launched the Kun Zhi Jian Mini Program, which is composed of three main areas: physiotherapy cabin, a customer service center, and an online shopping mall (Kun Zhi Jian). We coordinate with local health service providers and leverage their health care expertise and technology to provide health screening and consulting services to our customers and members at the Kun Zhi Jian customer service center. Based on their health condition, we provide nutritional consulting services and offer suggestions for our preventive health care products. As of September 30, 2025, our online platform had approximately 8,745 members.

Cash Transfers Within our Organization

As between the Company and its subsidiaries, cash will generally be transferred by means of capital contributions and/or interest-free intercompany loans. Cash to be transferred or settled between the Company and its subsidiaries, on the one hand, and the consolidated VIE and its subsidiaries, on the other hand, will typically be transferred through payments for fees under our contractual arrangements with the VIE, expense reimbursements, or intercompany borrowings between the Company or one of its subsidiaries and the consolidated VIE. Any such loans will be interest-free, unsecured and payable on demand. For more information regarding these contractual arrangements, see "Item 1. Business - Corporate History and Structure - Contractual Arrangements." The enforceability and treatment of the intercompany agreements within our organization, including intercompany borrowings and the contractual arrangements with our VIE, have not been tested in court. To the extent cash and/or assets in the business are in the PRC and/or Hong Kong or our PRC and/or Hong Kong entities, such funds and/or assets may not be available to fund operations or for other use outside of the PRC and/or Hong Kong due to interventions in or the imposition of restrictions and limitations imposed by the PRC government on the ability of the Company or its subsidiaries to transfer cash and/or assets. There are no tax consequences for intercompany borrowings or the payment for intercompany services, except for the standard value added taxes and/or income taxes for the revenues and/or profits generated from such services.

The proceeds of any transactions within our organization, including with the VIE and its subsidiaries, are eliminated in our consolidated financial statements. For more details, please refer to the principles of consolidation set forth in the notes to our Consolidated Financial Statements for the fiscal year ended September 30, 2025 included in this Annual Report.

As of the date of this Annual Report, there have been no distributions or dividends by any of our direct or indirect subsidiaries to the Company. The Company has not declared any dividends or made any distributions to its shareholders, and we do not anticipate declaring a dividend in the foreseeable future. No assets other than cash are transferred within our organization. For more details, please see our "Consolidated Financial Statements" and the "Condensed Consolidating Schedule" on page 15.

Financial Operations Overview

Results of Operations for the fiscal years ended September 30, 2025 and 2024

		For the years ended September 30
		2025								2024
		Amount				% of revenue				Amount				% of revenue
Revenues		$	1,438,127				100.0	%		$	2,078,741				100.0	%
Cost of revenues			479,832				33.4				605,638				29.1
Gross profit			958,295				66.6				1,473,103				70.9
Operating expenses:
General and administrative expenses			1,551,451				107.9				1,818,877				87.5
Selling expense			1,186,554				82.5				1,655,024				79.6
Total operating expenses			2,738,005				190.4				3,473,901				167.1
Loss from operations			(1,779,710	)			(123.8	)%			(2,000,798	)			(96.3	)%
Other income, net			510,797				35.6				11,538				0.6
Loss before income taxes			(1,268,913	)			(88.2	)			(1,989,260	)			(95.7	)
Income tax expense			-				0.0				2,487				0.1
Net loss		$	(1,268,913	)			(88.2	)%		$	(1,991,747	)			(95.8	)%

Revenues

For the years ended September 30, 2025 and 2024, revenues amounted to $1,438,127 and $2,078,741, respectively.

The following table presents revenues disaggregated by customer type for the years ended September 30, 2025 and 2024:

		For the years ended September 30,
		2025				2024
Retail		$	500,744			$	1,373,016
Wholesale			-				2,164
Equipment-based service revenue			937,383				630,177
Technical service revenue			-				36,027
Commission revenue			-				2,954
Training revenue			-				34,403
Total		$	1,438,127			$	2,078,741

We recognize our revenue on a gross basis, net of sub-charges and value-added tax ("VAT") on gross sales.

In addition to revenue from retail and wholesale sales, we have developed the following sources of revenue: (i) equipment-based service revenue, generated through providing cards for online medical consultation services and selling prepaid cards to our customers for use with card-operated health screening equipment located at the Kun Zhi Jian Customer Service Center; (ii) technical service revenue, generated through promoting vendors' products or businesses on our online platform; (iii) commission revenue, generated through the Mini Program by selling health care instruments on behalf of third parties on a commission basis; and (iv) training revenue, generated through offering training programs provided by a local health care service team.

We recognize equipment-based service revenue upon the completion of medical consultation services and consuming the prepaid cards. We recognize technical service revenue upon the completion of promoting vendors' products or businesses on our platform. We recognize commission revenue upon the completion of delivery of the sales order to the end customer. We recognize training revenue upon the completion of training sessions by our customers.

We generated $640,614, or 30.8%, lower revenue for the year ended September 30, 2025 compared to the same period in 2024 due to the substantially sharp decrease in retail that resulted from economic uncertainty and a downward trend in consumption. We had no wholesale revenue, technical service revenue, commission revenue, or training revenue, resulting from the termination of two subsidiaries of the VIE businesses and related business streams during the year ended September 30, 2025. However, our equipment-based service revenue increased as a result of market promotions on equipment-based services during the year ended September 30, 2025.

Cost of revenue

We disaggregated our cost of revenue for the years ended September 30, 2025 and 2024 as follows:

		For the years ended September 30,
		2025				2024
Retail		$	128,280			$	324,770
Wholesale			-				1,152
Equipment-based service revenue			351,552				259,353
Technical service revenue			-				-
Commission revenue			-				-
Training revenue			-				20,363
Total		$	479,832			$	605,638

Our cost of revenue for the year ended September 30, 2025 was $479,832, a $125,806, or 20.8%, decrease over our cost of revenue for the year ended September 30, 2024 of $605,638. Our cost of revenue primarily consisted of the purchase of consumer health care and health related household products from our suppliers and payments related to maintaining health screening equipment. For the year ended September 30, 2024, we also had payments of training fees and related reimbursements to our third-party trainers; however, no such costs were incurred during the year ended September 30, 2025 due to the cessation of the related business. We made our retail product sales through our King Eagle Mall, Kun Zhi Jian and our Kun Zhi Jian Mini Program. We also offered equipment-based services through the Kun Zhi Jian Mini Program. We pay an equipment-based service fee that includes a prepaid card activation fee and a technical support fee.

During the year ended September 30, 2025, our cost of revenue decreased in line with the decrease in revenue as a result of the termination of two subsidiaries' businesses.

Gross profit

		For the years ended September 30,
		2025				2024
Retail		$	372,464			$	1,048,246
Wholesale			-				1,012
Equipment-based service revenue			585,831				370,824
Technical service revenue			-				36,027
Commission revenue			-				2,954
Training revenue			-				14,040
Total		$	958,295			$	1,473,103

For the years ended September 30, 2025 and 2024, our overall gross profit and margin was $958,295, or 66.6%, and $1,473,103, or 70.9%, respectively.

For the years ended September 30, 2025 and 2024, the gross profit and margin for our retail business amounted to $372,464, or 74.4%, and $1,048,246, or 76.3%, respectively. The decrease in our gross profit and margin for our retail business for the year ended September 30, 2025 as compared to the year ended September 30, 2024 was primarily due to economic uncertainty and a downward trend in consumption. Additionally, we had no earn gross profit from wholesale revenue, technical service revenue, commission revenue, and training revenue, as a result of the termination of two of King Eagle VIE's subsidiaries' businesses and the cessation of the related business streams during the year ended September 30, 2025. For the years ended September 30, 2025 and 2024, the gross profit and margin for our equipment-based services business amounted to $585,831, or 62.5%, and $370,824, or 58.8%, respectively. The increase in our gross profit and margin for our equipment-based services business for the year ended September 30, 2025 as compared to the year ended September 30, 2024 was primarily attributable to the Company's strategic focus on equipment-based services and the implementation of expanded promotional initiatives.

Operating Expenses

Our operating expenses consist of general and administrative expenses and selling expenses. For the years ended September 30, 2025 and 2024, our total operating expenses were $2,738,005 and $3,473,901, respectively. The decrease in operating expenses for the year ended September 30, 2025 compared to the same period in 2024 was primarily due to a decrease of $267,426 in general and administrative expenses and a decrease of $468,470 in selling expenses.

General and administrative expenses

General and administrative expenses for the years ended September 30, 2025 and 2024 were $1,551,451 and $1,818,877, respectively. The decrease in general and administrative expenses during the year ended September 30, 2025 by $267,426 was chiefly due to a decrease in office rent and building management of $93,515, a decrease in meals and entertainment of $148,628, and a decrease in travel, transportation, and gasoline of $80,405. These expenses declined as a result of the deregistration of two subsidiaries during the year ended September 30, 2025. The declines were offset by the increase in professional service fee of $83,031, that resulted from increased local audit fee and attorney's fee.

Our general and administrative expenses for the years ended September 30, 2025 and 2024 were comprised of the following:

		For the years ended September 30,
		2025				2024
Employee compensation and benefit		$	648,864			$	634,873
Rent fee and building management			216,317				309,832
Office supplies and meeting			22,831				41,312
Professional services fee			512,481				429,450
Business registration			2,140				6,617
Travel, transportation and gasoline			41,525				121,930
Meals and entertainment			22,588				171,216
Impairment of goodwill			-				8,412
Depreciation and amortization			50,522				72,718
Repair and maintenance			-				625
Others			34,183				21,892
Total		$	1,551,451			$	1,818,877

Selling expenses

Our selling expenses for the years ended September 30, 2025 and 2024, were $1,186,554 and $1,655,024, respectively. The $468,470 decrease was primarily due to a decrease in service agent costs of $394,394 and a decrease in office supplies and meeting of $88,877, which were offset by increases in advertising of $12,033 and depreciation and amortization of $11,294. Service agent costs and expenses for office supplies and meetings declined as a result of the deregistration of two subsidiaries, whereas we bought several pieces of health care equipment for promotional activities to develop our equipment-based business during the year ended September 30, 2025.

Our selling expenses included the following:

		For the years ended September 30,
		2025				2024
Service agents		$	708,637			$	1,103,031
Employee compensation and benefits			278,483				288,193
Rental for sales stores			7,626				-
Office supplies and meetings			83,257				172,134
Travel, transportation, and gasoline			36,857				42,156
Meals and entertainment			4,888				6,031
Depreciation and amortization			40,027				28,733
Advertising			26,779				14,746
Total		$	1,186,554			$	1,655,024

Other income, net

Other income primarily included bank interest income, government grants, equity in net losses and foreign exchange gain or loss. Our other net income for the fiscal years ended September 30, 2025 and 2024 was $510,797 and $11,538, respectively. During the fiscal years ended September 30, 2025 and 2024, we recognized government grants of nil and $31,925, respectively. Our Company recognized $36,118 and $12,426 equity in net losses for the years ended September 30, 2025 and 2024. Besides, we recognized a $147,579 gain on the disposal of a subsidiary, King Eagle (Hangzhou) as well as $501,575 waiver of debtand $132,552 other expense by the liquidation of assets and liabilities during the deregistration for two of the VIE's subsidiaries, King Eagle (Huai'an) and Kun Zhi Jian (Huai'an), for the year ended September 30, 2025.

Other income, net included the following:

		For the fiscal years ended September 30,
		2025				2024
Interest expense for finance lease		$	2,921			$	6,253
Equity in net losses			36,118				12,426
Exchange loss and others			132,552				1,708
Other expense			171,591				20,387
Government grants			-				31,925
Gain on disposal of subsidiary			147,579				-
Waiver of debt			501,575				-
Exchange gain and others			33,234				-
Other income			682,388				31,925
Other income, net		$	510,797			$	11,538

Income tax expense

For the years ended September 30, 2025 and 2024, the income tax expense of the Company was $nil and $2,487, respectively. During the year ended September 30, 2024, Kun Zhi Jian (Huai'an) realized income of $64,116 and we recognized an income tax expense in accordance with the PRC's statutory income tax rate of 25%.

Net Loss

As a result of the factors discussed above, for the fiscal years ended September 30, 2025 and 2024, our net loss amounted to $1,268,913 and $1,991,747, respectively.

Liquidity and Capital Resources

As of September 30, 2025 and September 30, 2024, we had cash and cash equivalents balances of $26,284 and $82,184, respectively.

For the year ended September 30, 2025, net cash used in operating activities totaled $208,156. Operating cash outflow was mainly attributable to our net loss of $1,268,913 and a decline in amounts due to related parties of $2,128,515, offset by an increase in trade and other payables of $3,588,847.

For the year ended September 30, 2024, net cash provided by operating activities totaled $17,880. Operating cash inflow was mainly attributable to an increase in trade payable from related party of $2,297,676, other payable from related party of $3,000,802, other payable and accrual of $80,411 and inventory of $93,335, mostly offset by our net loss of $1,991,747, a decrease in trade payable of $1,802,456 and advances from customers of $1,607,612.

Net cash provided by investing activities totaled $13,679 and was related to the disposal of property, plant, and equipment during the year ended September 30, 2025.

Net cash used in investing activities totaled $348,998 and was related to purchase of property, plant and equipment of $320,498 and long-term investment in associate held for sale of $28,500 during the year ended September 30, 2024.

Net cash provided by financing activities totaled $72,467 and was related to capital contribution of $173,310 and proceeds from bank borrowings of $98,718, offset by the payment of finance lease liabilities of $199,561 during the year ended September 30, 2025.

For the year ended September 30, 2024, net cash used in financing activities totaled $54,769 and mainly attribute to payment of finance lease liabilities of $125,291, offset by capital contribution of $70,522.

For the year ended September 30, 2025, the effect of exchange rate change on cash totaled $66,110. The resulting change in cash for the period was a decrease of $55,900.

For the year ended September 30, 2024, the effect of exchange rate change on cash totaled $10,491. The resulting change in cash for the period was a decrease of $375,396.

		For the years ended September 30,
		2025				2024
Net cash (used in) provided by operating activities		$	(208,156	)		$	17,880
Net cash provided by (used in) investing activities			13,679				(348,998	)
Net cash provided by (used in) financing activities			72,467				(54,769	)
Effect of exchange rate change on cash			66,110				10,491
Total net change in cash and cash equivalents		$	(55,900	)		$	(375,396	)

The following table sets forth a summary of changes in our working capital as of September 30, 2025 and 2024:

		September 30,
		2025				2024
Current Assets		$	499,447			$	548,518
Current Liabilities			8,994,644				8,546,420
		$	(8,495,197	)		$	(7,997,902	)

We require cash of approximately $8.2 million within the next twelve months, primarily related to third-party vendor payables and related-party payables. As of September 30, 2025, we had received customer advances in the amount of approximately $0.3million. We anticipate that the majority of the revenue will be recognized in fiscal year 2026. Management has agreed that the amount received is non-refundable. However, this term is not bound by any agreement. Therefore, the customers may have the right to challenge and demand the advances be refunded under relevant Commercial Laws or regulations. Additionally, we had an approximately $0.3 million commitment related to purchase and service agreements as of September 30, 2025. See "Contractual Obligations and Other Commitments" on page 78.

In an effort to support and maintain our financial position and operations, to fulfill our contractual commitments, and to meet the demands from our customers for refund of their advance payments, the Company focused on increasing its revenue through its online platform. We are also actively seeking loans from banks. Simultaneously, our directors and stakeholders continue to support our operation financially. We believe that such measures will improve our liquidity in the next twelve months. If we are not able to increase revenue or obtain any financing, we may be unable to continue as a going concern.

Going Concern Consideration

The financial statements included in this Annual Report have been prepared in conformity with accounting principles generally accepted in the United States of America which contemplate continuation of the Company as a going concern. The going-concern basis assumes that assets are realized and liabilities are extinguished in the ordinary course of business at amounts disclosed on the financial statements. The Company's ability to continue as a going concern depends on the liquidation of its current assets. For the year ended September 30, 2025, the Company experienced cash outflows from operating activities of $208,156, incurred a net loss of $1,268,913, and had negative working capital of $8,495,197. These conditions raise substantial doubt about the ability of the Company to continue as a going concern.

The Company continues to monitor its operations to help refine its financial liquidity. Options under consideration in the review process include, but are not limited to, increase of sales through the Company's online business, reduction of overhead costs, fund advance from the Company's stockholders and directors, or financing through the issuance of shares. The Company has been focusing on increasing its revenue through its online platform and trimming its overhead costs. For example, it reduced lease payments and decreased office supplies expense. In order to continue as a going concern for the next 12 months, the Company is focusing on promoting and selling its own brand of preventive health care products to wholesalers, streamlining its overhead costs, and obtaining financing or capital funding from its stockholders or directors or through bank financing. However, the Company cannot provide any assurance that it will be able to increase revenue or successfully implement its business plan, or that financing will be available to it on commercially acceptable terms, or at all. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. The directors will continue to support the group by providing adequate financial assistance to enable the group to continue its business operations for the foreseeable future.

Contractual Obligations and Other Commitments

We had the following contractual obligations and commercial commitments as of September 30, 2025:

		Less Than 1 Year				1 to 3 Years				3 to 5 Years				More Than 5 Years				Total
Contractual Obligations:
Operating lease obligations		$	52,017			$	34,006			$	-			$	-			$	86,023
Finance lease obligations			75,765				-				-				-				75,765
Short-term borrowing			100,014				-				-				-				100,014
Purchase and service agreements			24,461				-				-				-				24,461
Total contractual obligations		$	252,257			$	-			$	-			$	-			$	252,257

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements, including arrangements that would affect our liquidity, capital resources, market risk support, and credit risk support or other benefits.

Future Financings

We will continue to rely on loans from our directors and major shareholders and on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance that we will achieve any additional sales of equity securities or arrange for debt or other financing to fund our operations and other activities, or if we are able, there is no guarantee that existing shareholders will not be substantially diluted.

Concentration of customers and vendors

There was no revenue from customers that individually represent greater than 10% of the Company's total revenue for the years ended September 30, 2025 and 2024.

For the year ended September 30, 2025, two major vendors accounted for 56.4% of the Company's total cost of revenues.

For the year ended September 30, 2024, four major vendor accounted for 72.0% of the Company's total cost of revenues.

Critical Accounting Policies and Estimates

We prepare our consolidated financial statements in accordance with U.S. GAAP, which requires us to make judgments, estimates and assumptions. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations would be affected. We base our estimates and assumptions on our own historical data and other assumptions that we believe are reasonable after taking account of our circumstances and expectations for the future based on available information. We evaluate these estimates and assumptions on an ongoing basis.

Our expectations regarding the future are based on available information and assumptions that we believe to be reasonable and accurate, which together form our basis for making judgments about matters that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, our actual results could differ from those estimates. Some of our accounting policies require a higher degree of judgment than others in their application.

The critical accounting policies, judgments and estimates that we believe to have the most significant impact on our consolidated financial statements are described below, which should be read in conjunction with our consolidated financial statements and accompanying notes and other disclosures included in this prospectus. When reviewing our financial statements, you should consider:

	●	our selection of critical accounting policies;
	●	the judgments and other uncertainties affecting the application of such policies;
	●	the sensitivity of reported results to changes in conditions and assumptions.

We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. See Note 2 to the Financial Statement Summary of Significant Accounting Policies - Use of estimate.