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

DFP Holdings Limited (the "Company" or "we") was incorporated in the State of Nevada on December 8, 2021, and has a fiscal year end of September 30.

GOING CONCERN

For the year ended September 30, 2025, the Company incurred a net loss of $453,527 and used cash in operations of $505,898. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern within one year of the date that its financial statements are issued. In addition, the Company's independent registered public accounting firm, in their report on the Company's September 30, 2025, audited financial statements, raised substantial doubt about the Company's ability to continue as a going concern. The Company's financial statements included elsewhere in this annual report do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

Management estimates that the current funds on hand will be sufficient to continue operations through the next six months. The Company's ability to continue as a going concern is dependent upon its ability to continue to implement its business plan to increase its customer base and realize increased revenues. No assurance can be given that 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.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting year. Actual results could differ from those estimates. Significant estimates include estimates for assumptions used in impairment testing of long-term assets and the accrual of potential liabilities.

REVENUE RECOGNITION

The Company recognizes revenue in accordance with Financial Accounting Standard Board's ("FASB") Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers, following the five-step model prescribed by ASC 606, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.

The Company's revenue primarily consists of revenue from delivering online and in-person media and leadership training courses. Revenue is recognized in the period in which the services are delivered, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The Company recognizes deferred revenue at each period end for contracts that have been paid but which the related service has not been performed or delivered. The Company offers no discounts, rebates, rights of return, or other allowances to clients which would result in the establishment of reserves against service revenue. The Company also recognizes revenue from subscription services for media and leadership training, and for subscriptions that allow access to the Malaysian TikTok platform, ratably over the subscription periods.

The Company also generates revenue from a monthly subscription service and recognizes revenue from subscription services ratably over the subscription period. The Company also generates revenue from sales of products, consultancy and advertising revenues.

RECENT ACCOUNTING PRONOUNCEMENTS

See Note 1 to the Consolidated Financial Statements.

RESULTS OF OPERATIONS

2025:

For the year ended September 30, 2025, we generated revenue of $1,152,084.

For the year ended September 30, 2025, operating expenses were $1,576,046, including cost of revenues of $394,786, general and administrative expenses of $1,105,949, and general and administrative expenses to related party of $75,311 respectively.

For the year ended September 30, 2025, the Company has incurred a net loss of $453,527.

2024:

For the year ended September 30, 2024, we generated revenue of $1,483,227.

For the year ended September 30, 2024, operating expenses were $1,796,758, including cost of revenues of $538,674, general and administrative expenses of $1,196,102, and general and administrative expenses to related party of $61,982 respectively.

For the year ended September 30, 2024, the Company has incurred a net loss of $334,397.

Liquidity and Capital Resources

Going concern

For the year ended September 30, 2025, the Company incurred a net loss of $453,527 and used cash in operations of $505,898. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern within one year of the date that its financial statements are issued. In addition, the Company's independent registered public accounting firm, in their report on the Company's September 30, 2025, audited financial statements, raised substantial doubt about the Company's ability to continue as a going concern. The Company's financial statements included elsewhere in this annual report do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

The Company's ability to continue as a going concern is dependent upon its ability to continue to implement its business plan to increase its customer base and realize increased revenues. No assurance can be given that 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. Management's plans do not alleviate the substantial doubt about the Company's ability to continue as a going concern.

Cash Used in Operating Activities

Net cash used in operating activities was $505,898 for the year ended September 30, 2025. The cash used in operating activities was primarily consist of net loss, increase in inventories, increase in prepaid expenses and other current assets, decrease in accounts payable and accrued liabilities, decrease in deferred liability and changes in operating lease liability contra by depreciation and amortization, inventory written off and decrease in prepaid expenses related party.

Net cash used in operating activities was $235,188 for the year ended September 30, 2024. The cash used in operating activities was primarily consist of net loss, increase in other current assets deposit, increase in prepaid expenses-related party, increase in deposits, decrease in accounts payable and accrued liabilities, reduction in lease liability contra by depreciation and amortization and increase in deferred revenue.

Cash Used in Investing Activity

Net cash used in investing activity was $31,679 for the year ended September 30, 2025. The cash used in investing activity consist of purchase of property and equipment and an acquisition of an entity under common control.

Net cash used in investing activity was $57,426 for the year ended September 30, 2024. The cash used in investing activity solely consist of purchase of property and equipment.

Cash Provided by Financing Activity

Net cash provided by financing activities was $3,581 for the year ended September 30, 2025. The cash provided by financing activities consists of advances from officer.

Net cash provided by financing activities was $1,460,509 for the year ended September 30, 2024. The cash provided by financing activities primarily consists of proceeds from the sale of common stock.

OFF-BALANCE SHEET ARRANGEMENTS

As of September 30, 2025, we have no 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.