Addentax Group (NASDAQ: ATXG) details $5.5M Keemo control acquisition
Addentax Group Corp. has filed an amended report to include full financial statements for Keemo Fashion Group Limited and pro forma data after completing Keemo’s acquisition. Addentax agreed to acquire 34,200,000 Keemo shares for about $5.5 million by transferring part of an existing bond with original principal of $17,500,000 bearing 2.5% interest.
After closing, Addentax holds approximately 62.18% of Keemo’s voting rights, making Keemo a controlled subsidiary. Keemo’s fiscal 2025 revenue was $15,081 with a net loss of $33,121 and shareholders’ deficit of $82,066, and its statements note substantial doubt about its ability to continue as a going concern. Keemo operates a wholesale apparel trading business in China and a digital publishing business in Malaysia built around a pay-per-chapter online fiction platform.
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Insights
Addentax is buying control of a tiny, loss-making but evolving business using bond paper instead of cash.
Addentax Group Corp. is acquiring 34,200,000 Keemo Fashion shares for about $5.5 million, paid by transferring a slice of a $17,500,000 bond paying 2.5% interest. This makes Keemo a controlled subsidiary with Addentax holding roughly 62.18% of voting rights.
Keemo is very small: fiscal 2025 revenue was just $15,081 with a net loss of $33,121 and shareholders’ deficit of $82,066. Its interim December 2025 balance sheet shows total assets of $324,874 and goodwill of $293,499, plus a shareholders’ deficit of $270,396.
Both the annual and interim financials carry going-concern warnings, citing recurring losses and liabilities exceeding assets. Keemo is shifting from pure apparel trading into digital publishing via its GW Reader platform. Future filings covering post-acquisition performance will be key to understanding whether this mix of traditional trading and online content can move the business toward profitability.
8-K Event Classification
Key Figures
Key Terms
Material Definitive Agreement regulatory
forward stock split financial
going concern financial
deferred revenue financial
goodwill financial
common-control transaction financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 2)
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Explanatory Note
Item 1.01 Entry into a Material Definitive Agreement
On February 17, 2026, Addentax Group Corp. (the “Company”), through itself or its designated entity (the “Buyer”), entered into a stock purchase agreement (the “Agreement”) to acquire 34,200,000 shares of Common Shares, par value $0.001 per share (the “Shares”), in Keemo Fashion Group Limited’s (“Keemo Fashion”), a Nevada corporation, with the Guang Wen Global Group Limited (the “Seller”). The acquisition will close by May 1, 2026 upon which the Seller shall convey and deliver to the Buyer, and the Buyer shall purchase and accept from the Seller, the Shares. The aggregate purchase 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 the Company. The bond issued pursuant to a note subscription arrangement dated August 24, 2023, with an original principal amount of US$17,500,000, bearing interest at a rate of 2.5% per annum, with a one-year tenor (renewable), and governed by the laws of the State of New York. In connection with the partial bond transfer, the Seller and the Company entered into a bond transfer agreement whereby the Company shall split and transfer a portion, approximately US$5.5 million, of an existing bond to the Seller (or its designated counterparty) as consideration for the acquisition. After the acquisition, the Company shall become an approximately 62.18% holder of the voting rights of the issued and outstanding shares of Keemo Fashion, on a fully-diluted basis, and became the controlling shareholder.
The foregoing description of the stock purchase agreement and bond transfer agreement are qualified in their entirety by reference to the full text of the of the stock purchase agreement and bond transfer agreement thereof, which is attached as Exhibits 10.1 and 10.2 hereto and incorporated by reference herein.
Item 2.01 Completion of Acquisition of Assets
On March 30, 2026, the Buyer, completed the acquisition of 34,200,000 Shares of Keemo Fashion, from the Seller, pursuant to the Agreement, which was previously disclosed in the Company’s Current Report on Form 8-K and Current Report on Form 8-K/A Amendment No. 1 filed on February 19, 2026 and March 16, 2026, respectively.
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 the Company. In connection with the consummation of the acquisition, the Company transferred a portion of such bond at closing, in the principal amount of approximately $5.5 million, to the Seller (or its designated counterparty) as consideration for the Shares.
Following the completion of the acquisition, the Company holds approximately 62.18% of the voting rights of the issued and outstanding shares of Keemo Fashion, on a fully diluted basis, and Keemo Fashion has become a controlled subsidiary of the Company.
Keemo Fashion Overview
Keemo Fashion Group Limited is a Nevada-incorporated company headquartered in Shenzhen, People’s Republic of China. The company operates two core business segments: (i) an apparel and garment trading business focused on the wholesale distribution of men’s and women’s apparel to distributors primarily in China, sourcing directly from manufacturers without maintaining its own production facilities; and (ii) a digital publishing business conducted through its wholly owned subsidiary, GW Reader Sdn. Bhd. in Malaysia, which operates a mobile-based online fiction platform utilizing a pay-per-chapter microtransaction model for global readers.
ORGANIZATION AND BUSINESS BACKGROUND
Keemo Fashion Group Limited, a Nevada corporation, (herein referred as “Keemo Fashion”) was incorporated under the laws of the State of Nevada on April 22, 2022.
Keemo Fashion Group Limited is headquartered in Shenzhen, People Republic of China (herein referred as (“China”). Keemo Fashion primarily operates in men and women apparel and garment trading business, focusing on wholesaling to distributors mainly based in China, sourcing directly from manufacturers in China. Keemo Fashion does not maintain and operate any production and manufacturing of apparel facility or machine and equipment.
Keemo Fashion’s executive office is located at 69, Wanke Boyu, Xili Liuxin 1st Rd, Nanshan District, Shenzhen, Guangdong 518052, China.
On July 25, 2024, the Board of Directors approved a ten-for-one (10:1) forward stock split (the “Forward Split”) of Keemo Fashion’s common stock, par value $0.001 per share. Keemo Fashion 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 the 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.
Acquisition of GW Reader Holding Limited and its subsidiaries
On May 26, 2025, Keemo Fashion entered into a Material Definitive Agreement, pursuant to a Share Purchase Agreement (the “Agreement”) with Guang Wen Global Group Limited (the “Seller”), a company incorporated in the British Virgin Islands. Under the terms of the Agreement, Keemo Fashion agreed to acquire 100% of the issued and outstanding shares of GW Reader Holding Limited (“GW Reader Holding”), a company incorporated on October 12, 2023 in the Cayman Islands and a wholly-owned subsidiary of the Seller. Through this acquisition, Keemo Fashion would also obtain ownership of all assets held by GW Reader Holding, including its two wholly-owned subsidiaries: Willing Read Culture Technology Co., Limited (“Willing Read”), incorporated on May 6, 2024 in Hong Kong, and GW Reader Sdn. Bhd. (“GW Reader”), incorporated on October 30, 2020 in Malaysia.
On September 2, 2025, Keemo Fashion completed the acquisition of GW Reader Holding. Upon closing, the Company became the sole direct shareholder of GW Reader Holding and, through this ownership structure, obtained 100% indirect ownership of Willing Read and GW Reader.
As of the issuance date of this financial report, the details of Keemo Fashion’s subsidiaries are as follows. All subsidiaries of the Group are wholly-owned by Keemo Fashion.
KEEMO FASHION
| Name of Subsidiary | Date of Incorporation |
Place of Incorporation |
% of Ownership |
Principal Activities | ||||
| GW Reader Holding Limited (“GW Reader Holding”) | October 12, 2023 | Cayman Islands | 100% | Investment holding | ||||
| Willing Read Culture Technology Co., Limited (“Willing Read”) | May 6, 2024 | Hong Kong | 100% | Investment holding | ||||
| GW Reader Sdn. Bhd. (“GW Reader”) | October 30, 2020 | Malaysia | 100% | Digital publishing |
During the financial period, following the acquisition of new subsidiaries, Keemo Fashion also ventured into the digital publishing business. This includes providing users with access to paid digital content such as web-novels and e-books, where users purchase virtual currency (“Coins”) to redeem for specific content.
Business of GW Reader Sdn. Bhd.
GW Reader operates a digital publishing platform specializing in serialized online fiction for a global audience. Through its proprietary mobile application and website, GW Reader develops, sources, and distributes original and translated content across popular genres such as romance, fantasy, and action. GW Reader uses a “pay-per-chapter” microtransaction model in which users purchase tokens to unlock individual episodes. This model offers readers flexibility while supporting ongoing content creation.
As of the reporting date, Keemo Fashion operates two primary business segments:
| 1. | Apparel Trading Business – conducted through KEEMO Fashion Group Limited in China. | |
| 2. | Digital Publishing Business – conducted through GW Reader Sdn. Bhd. in Malaysia. |
Safe Harbor Statement
This Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “is expected to,” “anticipates,” “aim,” “future,” “intends,” “plans,” “believes,” “are likely to,” “estimates,” “may,” “should” and similar expressions. Such forward-looking statements include, without limitation, the expected benefits of the acquisition of Keemo Fashion and the integration of its business operations. All statements other than statements of historical fact in this Form 8-K are forward-looking statements and involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. These forward-looking statements are based on management’s current expectations, assumptions, estimates and projections about the Company and the industry in which the Company operates, but involve a number of unknown risks and uncertainties. Further information regarding these and other risks is included in the Company’s filings with the U.S. Securities and Exchange Commission. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and actual results may differ materially from the anticipated results. You are urged to consider these factors carefully in evaluating the forward-looking statements contained herein and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by these cautionary statements.
Item 9.01 Financial Statements and Exhibits.
Item 1: Financial Statements of Businesses Acquired
The audited financial statements of Keemo Fashion Group Limited required by Item 9.01(a) of Form 8-K are filed as exhibits to this Current Report on Form 8-K/A:
Item 3: Exhibits.
Exhibit Number |
Description | |
| 10.1 | Stock Purchase Agreement dated February 17, 2026 | |
| 10.2 | Bond Transfer Agreement dated February 18, 2026 | |
| 99.1 | Audited financial statements of Keemo Fashion Group Limited as of July 31, 2025, and 2024 | |
| 99.2 | Unaudited financial statements of Keemo Fashion Group Limited for five months ended December 31, 2025 and 2024 | |
| 99.3 | Unaudited pro forma condensed combined financial statements of Addentax Group Corp as of years ended March 31, 2025 and 2024, and for nine months ended December 31, 2025 and 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Addentax Group Corp. | ||
| Date: May 18, 2026 | By: | /s/ Hong Zhida |
| Hong Zhida | ||
| Chief Executive Officer | ||
Exhibit 99.1
INDEX TO FINANCIAL STATEMENTS
| Page # | |
| Audited Balance Sheets as of July 31, 2025, and 2024 | F-2 |
| Audited Statements of Operations and Comprehensive Loss for the years ended July 31, 2025 and 2024 | F-3 |
| Audited Statements of Stockholders’ Equity for the years ended July 31, 2025 and 2024 | F-4 |
| Audited Statements of Cash Flows for the years ended July 31, 2025 and 2024 | F-5 |
| Notes to Financial Statements for the years ended July 31, 2025 and 2024 | F-6-F-12 |
| F-1 |
KEEMO FASHION GROUP LIMITED
BALANCE SHEETS
AS OF JULY 31, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
As of July 31, 2025 | As of July 31, 2024 | |||||||
| (Audited) | (Audited) | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 3,088 | $ | 19,421 | ||||
| Inventories | 2,527 | |||||||
| Prepayment | - | 6,526 | ||||||
| Total current assets | 3,088 | 28,474 | ||||||
| TOTAL ASSETS | $ | 3,088 | $ | 28,474 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| $ | 76,389 | $ | 69,919 | |||||
| Other | 8,765 | 7,500 | ||||||
| Total current liabilities | 85,154 | 77,419 | ||||||
| TOTAL LIABILITIES | $ | 85,154 | 79,419 | |||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Common Stock, Par value $ 0.001; Authorized: 75,000,000 shares; Issued and outstanding:
55,000,000 as of July 31, | $ | 5,500 | $ | 5,500 | ||||
| Additional paid in capital | 26,600 | 26,600 | ||||||
| Accumulated deficit | (114,166 | ) | (81,045 | ) | ||||
| Total stockholders’ equity | $ | (82,066 | ) | $ | (48,945 | ) | ||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 3,088 | $ | 28,474 | ||||
See accompanying notes to the financial statements.
| F-2 |
KEEMO FASHION GROUP LIMITED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE YEARS ENDED JULY 31, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| For the Years Ended July 31, | ||||||||
| 2025 | 2024 | |||||||
| (Audited) | (Audited) | |||||||
| REVENUE | $ | 15,081 | $ | 21,522 | ||||
| COST OF REVENUE | (7,560 | ) | (10,936 | ) | ||||
| GROSS PROFIT | 7,521 | 10,586 | ||||||
| GENERAL AND ADMINISTRATIVE EXPENSES | (40,642 | ) | (52,861 | ) | ||||
| LOSS FROM OPERATIONS | (33,121 | ) | (42,275 | ) | ||||
| OTHER INCOME | - | - | ||||||
| LOSS FROM OPERATIONS BEFORE INCOME TAX | (33,121 | ) | (42,275 | ) | ||||
| INCOME TAX EXPENSES | - | - | ||||||
| NET LOSS | (33,121 | ) | (42,275 | ) | ||||
| OTHER COMPREHENSIVE LOSS | - | - | ||||||
| TOTAL COMPREHENSIVE LOSS | $ | (33,121 | ) | $ | (42,275 | ) | ||
| NET LOSS PER SHARE - BASIC AND DILUTED (1) | $ | (0.00 | ) | $ | (0.00 | ) | ||
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED (1) | 55,000,000 | 55,000,000 | ||||||
See accompanying notes to financial statements.
| F-3 |
KEEMO FASHION GROUP LIMITED
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE YEARS ENDED JULY 31, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| COMMON STOCK | ADDITIONAL | |||||||||||||||||||
Number of shares | Amount | PAID-IN CAPITAL | ACCUMULATED DEFICIT | TOTAL EQUITY | ||||||||||||||||
| Balance as of August 1, 2023 (1) | 55,000,000 | 5,500 | 26,600 | (38,770 | ) | (6,670 | ) | |||||||||||||
| Net loss | - | - | - | (42,275 | ) | (42,275 | ) | |||||||||||||
| Balance as of July 31, 2024 | 55,000,000 | 5,500 | 26,600 | (81,045 | ) | (48,945 | ) | |||||||||||||
| Net loss | - | - | - | (33,121 | ) | (33,121 | ) | |||||||||||||
| Balance as of July 31, 2025 | 55,000,000 | 5,500 | 26,600 | (82,066 | ) | |||||||||||||||
See accompanying notes to financial statements.
| F-4 |
KEEMO FASHION GROUP LIMITED
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED JULY 31, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
| For the Years Ended July 31, | ||||||||
| 2025 | 2024 | |||||||
| (Audited) | (Audited) | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | (33,121 | ) | $ | (42,275 | ) | ||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | - | 6,954 | ||||||
| Inventories | 2,527 | 878 | ||||||
| Prepayment | 6,526 | (2,593 | ) | |||||
| Amount due to a director | 6,470 | 29,514 | ||||||
| Other accruals | 1,265 | (1,800 | ) | |||||
| Net cash flows used in operating activities | (16,333 | ) | (9,322 | ) | ||||
| Effect of exchange rate changes in cash and cash equivalents | - | - | ||||||
| Net changes in cash and cash equivalents | (16,333 | ) | (9,322 | ) | ||||
| Cash and cash equivalents, beginning of year | 19,421 | 28,743 | ||||||
| CASH AND CASH EQUIVALENTS, END OF YEAR | $ | 3,088 | $ | 19,421 | ||||
| SUPPLEMENTAL CASH FLOWS INFORMATION | ||||||||
| Income taxes paid | $ | - | $ | - | ||||
| Interest paid | $ | - | $ | - | ||||
See accompanying notes to financial statements.
| F-5 |
KEEMO FASHION GROUP LIMITED
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 31, 2025 AND 2024
(Currency expressed in United States Dollars (“US$”), except for number of shares)
1. ORGANIZATION AND BUSINESS BACKGROUND
KEEMO Fashion Group Limited, a Nevada corporation, (herein referred as “the Company”) was incorporated under the laws of the State of Nevada on April 22, 2022.
KEEMO Fashion Group Limited is headquartered in Shenzhen, People Republic of China (herein referred as (“China”). We primarily operate in men and women apparel and garment trading business, focusing on wholesaling to distributors mainly based in Asian countries, sourcing directly from manufacturers in China. We do not maintain and operate any production and manufacturing of apparel facility or machine and equipment.
The Company’s executive office is located at 69, Wanke Boyu, Xili Liuxin 1st Rd, Nanshan District, Shenzhen, Guangdong 518052, China.
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.
Use of Estimates
Management uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheets, and the reported revenue and expenses during the periods reported. Actual results may differ from these estimates.
Cash and Cash Equivalents
Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.
| F-6 |
Revenue Recognition
Revenue is generated through wholesale business of men and women apparel and garment to customer. Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods and services. The Company applies the following five-step model in order to determine this amount:
(i) identification of the promised goods and services in the contract;
(ii) determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the contract;
(iii) measurement of the transaction price, including the constraint on variable consideration;
(iv) allocation of the transaction price to the performance obligations; and
(v) recognition of revenue when (or as) the Company satisfies each performance obligation.
The Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under Topic 606, the Company records revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable. The Company records revenue from the wholesale of goods upon the delivery of men and women apparel and garment to the customer.
Credit losses
The Company estimates and records a provision for its expected credit losses related to its financial instruments, including its trade receivables. Management considers historical collection rates, the current financial status of the Company’s customers, macroeconomic factors, and other industry-specific factors when evaluating current expected credit losses. Forward-looking information is also considered in the evaluation of current expected credit losses. However, because of the short time to the expected receipt of accounts receivable, management believes that the carrying value, net of expected losses, approximates fair value and therefore, relies more on historical and current analysis of such financial instruments, including its trade receivables.
To determine the provision for credit losses for accounts receivable, the Company has disaggregated its accounts receivable by class of customer at the business component level, as management determined that risk profile of the Company’s customers is consistent based on the type and industry in which they operate. Each business component is analyzed for estimated credit losses individually. In doing so, the Company establishes a historical loss matrix, based on the previous collections of accounts receivable by the age of such receivables, and evaluates the current and forecasted financial position of its customers, as available. Further, the Company considers macroeconomic factors and the status of the relevant industry to estimate if there are current expected credit losses within its trade receivables based on the trends of the Company’s expectation of the future status of such economic and industry-specific factors. Also, specific allowance amounts are established based on review of outstanding invoices to record the appropriate provision for customers that have a higher probability of default.
Accounts receivable at July 31, 2025 and July 31, 2024 there were no allowances for credit losses.
Cost of Revenue
Cost of revenue includes the purchase cost of raw materials for manufacturing and distribute to customers and packing materials. It includes purchasing and receiving costs, internal transfer costs, other costs of distribution network, opening and closing inventory net off discount received and return outwards in cost of revenue.
Earnings Per Share
The Company reports earnings per share in accordance with ASC Topic 260 “Earnings Per Share”, which requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average common shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. Further, if the number of common shares outstanding increases as a result of a stock dividend or stock split or decreases as a result of a reverse stock split, the computations of a basic and diluted earnings per share shall be adjusted retroactively for all periods presented to reflect that change in capital structure.
The Company’s basic earnings per share is computed by dividing the net income available to holders by the weighted average number of the Company’s ordinary shares outstanding. Diluted earnings per share reflects the amount of net income available to each ordinary share outstanding during the period plus the number of additional shares that would have been outstanding if potentially dilutive securities had been issued.
Income Taxes
The Company accounts for income taxes using the asset and liability method prescribed by ASC Topic 740 “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the years in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. The Company also adopted ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which requires disaggregated information about the reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.
ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclosed in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.
| F-7 |
Related Parties
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
Fair Value Measurement
Accounting Standards Codification (“ASC”) Topic 820 “Fair Value Measurements and Disclosures” (ASC Topic 820), which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The statement clarifies that the exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability in the market in which the reporting entity would transact for the asset or liability, that is, the principal or most advantageous market for the asset or liability. It also emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and that market participant assumptions include assumptions about risk and effect of a restriction on the sale or use of an asset.
This ASC establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).
Segment Reporting
The Company follows the guidance of ASC 280, “Segment Reporting”, which establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. For the year ended July 31, 2025, the Company has one reportable segment based on business unit, apparel & garment trading services, and one reportable segment based on region. The Company also adopted ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses.
Recent Accounting Pronouncements
The Company has reviewed all recently issued, but not yet effective, considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). Additionally, in January 2025, the FASB issued ASU 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date to further clarify the effective date of ASU 2024-03. ASU 2024-03 requires disclosure in the notes to the financial statements of specified information about certain costs and expenses.
The requirements of ASU 2024-03 are effective for the Company for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027.
Early adoption is permitted and should be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU 2024-03 or retrospectively to any or all periods presented in the financial statements. We are currently evaluating the impact of this standard on our financial statements and related disclosures.
| F-8 |
As of July 31, 2025 and 2024, the Company inventories consist of following:
As of July 31, 2025 | As of July 31, 2024 | |||||||
| Finished goods | $ | - | $ | 2,527 | ||||
| Total inventories | $ | - | $ | 2,527 | ||||
No allowance has been provided for the year ended July 31, 2025 and 2024.
As of July 31, 2025 and 2024, prepayment consist of following:
As of July 31, 2025 | As of July 31, 2024 | |||||||
| Stock & Registrar fees | $ | - | $ | 4,690 | ||||
| Other professional fee | - | 1,836 | ||||||
| Total prepayment | $ | - | $ | 6,526 | ||||
As of July 31, 2025 | As of July 31, 2024 | |||||||
| Amount due to a director | $ | 76,389 | $ | 69,919 | ||||
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.
Our director, Ms. Liu Lu, has not been compensated for the services.
As of July 31, 2025 | As of July 31, 2024 | |||||||
| Accrued expenses | $ | 8,765 | $ | 7,500 | ||||
| Total other accruals | $ | 8,765 | $ | 7,500 | ||||
Accrued expenses for the years ended July 31, 2025 and 2024 consist of accrued audit fees, transfer agent fee and other professional fee.
| F-9 |
On April 22, 2022, upon the incorporation of the Company, Liu Lu, subscribed to 3,600,000 shares of common stock at par value of $0.001 per share for a total subscription value of $3,600.
On 26 July, 2023, the Company issued 1,900,000 shares of common stock being sold at $0.015 per share for a total of $28,500 through initial public offering.
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.
On January 2, 2025, a Stock Purchase Agreement was entered into between Liu Lu and Guang Wen Global Group Limited, wherein Guang Wen Global Group Limited purchased 34,200,000 shares of Common Shares, par value $0.001 per share, of Keemo Fashion Group Limited. Following the transaction, Ms. Liu Lu, the Company’s sole director, retained ownership of 1,800,000 shares of common stock.
As of July 31, 2025, the Company has 55,000,000 shares of common stock issued and outstanding.
The Company has 75,000,000 shares of commons stock authorized.
The loss from operation before income tax of the Company for the years ended July 31, 2025 and 2024 were comprised of the following:
| For the years ended July 31 | ||||||||
| 2025 | 2024 | |||||||
| Tax jurisdictions from: | ||||||||
| – Local | $ | (33,121 | ) | $ | (42,275 | ) | ||
| Loss before income taxes | $ | (33,121 | ) | $ | (42,275 | ) | ||
United States of America
The Company is registered in the State of Nevada and is subject to the tax laws of the United States of America. As of July 31, 2025, the operations in the United States of America incurred $33,121 of net operating losses (NOL’s) which can be carried forward to offset future taxable income, at the tax rate of 21%. The NOL carry forwards begin to expire in 2045, if unutilized. The Company has provided for a full valuation allowance of approximately $6,955 against the deferred tax assets on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.
The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of July 31, 2025 and July 31, 2024:
| As of July 31 | ||||||||
| 2025 | 2024 | |||||||
| Deferred tax assets: | ||||||||
| Net operating loss carryforwards | ||||||||
| – United States of America | $ | 6,955 | $ | 8,878 | ||||
| Less: valuation allowance | (6,955 | ) | (8,878 | ) | ||||
| Deferred tax assets | $ | - | $ | - | ||||
Management believes that it is more likely than not that the deferred tax assets will not be fully realizable in the future. Accordingly, the Company provided for a full valuation allowance against its deferred tax assets of $6,955 as of July 31, 2025.
| F-10 |
Customer Concentration
For the year ended July 31, 2025, the Company generated total revenue of $15,081, of which two customers accounted for 100% of the Company’s revenue. The Company has no accounts receivable from the customers.
For the year ended July 31, 2024, the Company generated total revenue of $21,522, of which four customers accounted for 100% of the Company’s revenue. The Company has no accounts receivable from the customers.
| For the year ended July 31 | ||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Revenues | Percentage of revenues | Accounts receivable, trade | ||||||||||||||||||||||
| Customer A | $ | 5,124 | $ | - | 34 | % | - | % | $ | - | $ | - | ||||||||||||
| Customer B | - | 4,942 | - | % | 23 | % | $ | - | $ | - | ||||||||||||||
| Customer C | 9,957 | - | 66 | % | - | % | - | - | ||||||||||||||||
| Customer D | - | 6,516 | - | % | 30 | % | - | - | ||||||||||||||||
| Customer E | - | 5,100 | - | % | 24 | % | - | - | ||||||||||||||||
| Customer F | - | 4,964 | - | % | 23 | % | - | - | ||||||||||||||||
| Total | $ | 15,081 | $ | 21,522 | 100 | % | 100 | % | $ | - | $ | - | ||||||||||||
Supplier Concentration
For the year ended July 31, 2025, the Company incurred cost of revenue of $7,560, accounted by one vendor. For the year ended July 31, 2024, the Company incurred cost of revenue of $10,936, accounted by two vendors.
| For the year ended July 31 | ||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Cost of revenue | Percentage of Cost of revenue | Accounts payable, trade | ||||||||||||||||||||||
| Vendor A | $ | 7,560 | $ | - | 100 | % | - | % | $ | - | $ | - | ||||||||||||
| Vendor B | - | 3,405 | - | % | 31 | % | - | - | ||||||||||||||||
| Vendor C | - | 7,531 | - | % | 69 | % | - | - | ||||||||||||||||
| Total | $ | 7,560 | $ | 10,936 | 100 | % | 100 | % | $ | - | $ | - | ||||||||||||
| F-11 |
ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. The Company has single reportable segment based on business unit, apparel and garment trading business and two reportable segments based on country, United States and Non-United States.
In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes.
| For the Year Ended and As of July 31, 2025 | ||||||||
| By Business Unit | Apparel & Garment Trading Business | Total | ||||||
| Revenue | $ | 15,081 | $ | 15,081 | ||||
| Cost of revenue | (7,560 | ) | (7,560 | ) | ||||
| General and administrative expenses | (40,642 | ) | (40,642 | ) | ||||
| Loss from operations | (33,121 | ) | (33,121 | ) | ||||
| Total assets | $ | 3,088 | $ | 3,088 | ||||
| Capital expenditure | $ | - | $ | - | ||||
| For the Year Ended and As of July 31, 2024 | ||||||||
| By Business Unit | Apparel & Garment Trading Business | Total | ||||||
| Revenue | $ | 21,522 | $ | 21,522 | ||||
| Cost of revenue | (10,936 | ) | (10,936 | ) | ||||
| General and administrative expenses | (52,861 | ) | (52,861 | ) | ||||
| Loss from operations | (42,275 | ) | (42,275 | ) | ||||
| Total assets | $ | 28,474 | $ | 28,474 | ||||
| Capital expenditure | $ | - | $ | - | ||||
| For the Year Ended and As of July 31, 2025 | ||||||||||||
| By Country | United States | Non-United States | Total | |||||||||
| Revenue | $ | - | $ | 15,081 | $ | 15,081 | ||||||
| Cost of revenue | - | (7,560 | ) | (7,560 | ) | |||||||
| General and administrative expenses | - | (40,642 | ) | (40,642 | ) | |||||||
| Loss from operations | - | (33,121 | ) | (33,121 | ) | |||||||
| Total assets | $ | - | $ | 3,088 | $ | 3,088 | ||||||
| Capital expenditure | $ | - | $ | - | $ | - | ||||||
| For the Year Ended and As of July 31, 2024 | ||||||||||||
| By Country | United States | Non-United States | Total | |||||||||
| Revenue | $ | - | $ | 21,522 | $ | 21,522 | ||||||
| Cost of revenue | - | (10,936 | ) | (10,936 | ) | |||||||
| General and administrative expenses | - | (52,861 | ) | (52,861 | ) | |||||||
| Loss from operations | - | (42,275 | ) | (42,275 | ) | |||||||
| Total assets | $ | - | $ | 28,474 | $ | 28,474 | ||||||
| Capital expenditure | $ | - | $ | - | $ | - | ||||||
In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after July 31, 2025 up through the date the Company presented these audited financial statements. During the period, the Company did not have any material recognizable subsequent events.
| F-12 |
Exhibit 99.2
INDEX TO FINANCIAL STATEMENTS
| Page # | |
| F-2 | |
| Unaudited condensed consolidated statements of Operations and Comprehensive Loss for the five months ended December 31, 2025 and 2024 | F-3 |
| Unaudited condensed consolidated statements of Stockholders’ Equity for the five months ended December 31, 2025 and 2024 | F-4 |
| Unaudited condensed consolidated statements of cash flows for the five months ended December 31, 2025 and 2024 | F-6 |
| Notes to Financial Statements for the five months ended December 31, 2025 and 2024 | F-7-F-21 |
| F-1 |
KEEMO FASHION GROUP LIMITED
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2025 (UNAUDITED) AND JULY 31, 2025 (AUDITED)
(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)
As of December 31, 2025 | As of July 31, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | 23,842 | $ | 3,088 | ||||
| Account receivables, net | 40 | - | ||||||
| Prepayment | 7,493 | - | ||||||
| TOTAL CURRENT ASSETS | 31,375 | 3,088 | ||||||
| NON-CURRENT ASSET | ||||||||
| Goodwill | 293,499 | - | ||||||
| TOTAL NON-CURRENT ASSET | 293,499 | - | ||||||
| TOTAL ASSETS | $ | 324,874 | $ | 3,088 | ||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Other payable and accrued liabilities | 5,705 | 8,765 | ||||||
| Deferred revenue | 45,248 | - | ||||||
| TOTAL CURRENT LIABILITIES | 595,270 | 85,154 | ||||||
| TOTAL LIABILITIES | $ | 595,270 | $ | |||||
| SHAREHOLDERS’ EQUITY | ||||||||
| $ | 5,500 | $ | 5,500 | |||||
| Additional paid in capital | 25,317 | 26,600 | ||||||
| Accumulated other comprehensive loss | (11,803 | ) | ||||||
| Accumulated deficit | (289,410 | ) | ) | |||||
| TOTAL SHAREHOLDERS’ EQUITY | $ | (270,396 | ) | $ | (82,066 | ) | ||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 324,874 | $ | |||||
The accompanying notes are an integral part of these financial statements.
| F-2 |
KEEMO FASHION GROUP LIMITED
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE FIVE MONTHS ENDED DECEMBER 31, 2025 AND 2024
(UNAUDITED)
(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)
| Five Months Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| REVENUE | $ | - | $ | |||||
| COST OF SERVICE | - | |||||||
| GROSS PROFIT | - | |||||||
| GENERAL AND ADMINISTRATIVE EXPENSES | ) | (17,983 | ) | |||||
| LOSS FROM OPERATIONS | ) | (13,016 | ) | |||||
| OTHER INCOME | - | - | ||||||
| LOSS FROM OPERATIONS BEFORE INCOME TAX | ) | (13,016 | ) | |||||
| INCOME TAX EXPENSES | - | - | ||||||
| NET LOSS | ) | (13,016 | ) | |||||
| OTHER COMPREHENSIVE (LOSS) | ) | - | ||||||
| TOTAL COMPREHENSIVE LOSS | $ | (34,344 | ) | $ | (13,016 | ) | ||
| NET LOSS PER SHARE - BASIC AND DILUTED | $ | (0.00 | ) | $ | (0.00 | ) | ||
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED | 55,000,000 | 55,000,000 | ||||||
| F-3 |
KEEMO FASHION GROUP LIMITED
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
FOR THE FIVE MONTHS ENDED DECEMBER 31, 2025 AND 2024
(UNAUDITED)
(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)
| COMMON STOCK | ACCUMULATED | |||||||||||||||||||||||||||
NUMBER OF SHARES | AMOUNT | ADDITIONAL PAID-IN CAPITAL | SUBSCRIPTION RECEIVABLE | ACCUMULATED DEFICIT | OTHER COMPREHENSIVE LOSS | TOTAL SHAREHOLDERS’ DEFICIT | ||||||||||||||||||||||
| Balance as of July 31, 2025 | 55,000,000 | $ | 5,500 | $ | 26,600 | $ | - | $ | (114,166 | ) | $ | - | $ | (82,066 | ) | |||||||||||||
| Equity assumed on acquisition | - | - | 50,000 | (51,283 | ) | - | - | (1,283 | ) | |||||||||||||||||||
| Net between subscription receivables and additional paid-in capital | - | - | (51,283 | ) | 51,283 | - | - | - | ||||||||||||||||||||
| Net liabilities recognized through prior acquisition | - | - | - | - | (41,014 | ) | - | (41,014 | ) | |||||||||||||||||||
| Net liabilities recognized through common control | - | - | - | - | (111,689 | ) | - | (111,689 | ) | |||||||||||||||||||
| Net loss | - | - | - | - | ) | - | ) | |||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | ) | ) | |||||||||||||||||||||
| Balance as of December31, 2025 | 55,000,000 | $ | 5,500 | $ | 25,317 | $ | - | $ | (289,410 | ) | $ | (11,803 | ) | $ | (270,396 | ) | ||||||||||||
| F-4 |
| COMMON STOCK | ADDITIONAL | |||||||||||||||||||
| Number of shares | Amount | PAID-IN CAPITAL | ACCUMULATED DEFICIT | TOTAL EQUITY | ||||||||||||||||
| Balance as of July 31, 2024 | 55,000,000 | 5,500 | 26,600 | (81,045 | ) | (48,945 | ) | |||||||||||||
| Net loss | - | - | - | ) | ) | |||||||||||||||
| Balance as of December 31, 2024 | 55,000,000 | 5,500 | 26,600 | ) | ) | |||||||||||||||
Comparative quarters reflect standalone parent only (unconsolidated). Consolidation began in quarter ended October 31, 2025.
The accompanying notes are an integral part of these condensed consolidated financial statements.
| F-5 |
KEEMO FASHION GROUP LIMITED
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE FIVE MONTHS ENDED DECEMBER 31, 2025 and 2024
(UNAUDITED)
(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)
December 31, | ||||||||
(the “Group”) | (the “Company”) | |||||||
The accompanying notes are an integral part of these financial statements.
| F-6 |
KEEMO FASHION GROUP LIMITED
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE FIVE MONTHS ENDED DECEMBER 31, 2025 AND 2024 (UNAUDITED)
(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)
1. ORGANIZATION AND BUSINESS BACKGROUND
KEEMO Fashion Group Limited, a Nevada corporation, (herein referred as “the Company”) was incorporated under the laws of the State of Nevada on April 22, 2022.
KEEMO Fashion Group Limited is headquartered in Shenzhen, People Republic of China (herein referred as (“China”). We primarily operate in men and women apparel and garment trading business, focusing on wholesaling to distributors mainly based in Asian countries, sourcing directly from manufacturers in China. We do not maintain and operate any production and manufacturing of apparel facility or machine and equipment.
The Company’s executive office is located at 69, Wanke Boyu, Xili Liuxin 1st Rd, Nanshan District, Shenzhen, Guangdong 518052, China.
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.
Acquisition of GW Reader Holding Limited and its Subsidiaries
On May 26, 2025, the Company entered into a Material Definitive Agreement, pursuant to a Share Purchase Agreement (the “Agreement”) with Guang Wen Global Group Limited (the “Seller”), a company incorporated in the British Virgin Islands. Under the terms of the Agreement, the Company agreed to acquire 100% of the issued and outstanding shares of GW Reader Holding Limited (“GW Reader Holding”), a company incorporated on October 12, 2023 in the Cayman Islands and a wholly-owned subsidiary of the Seller. Through this acquisition, the Company would also obtain ownership of all assets held by GW Reader Holding, including its two wholly-owned subsidiaries: Willing Read Culture Technology Co., Limited (“Willing Read”), incorporated on May 6, 2024 in Hong Kong, and GW Reader Sdn. Bhd. (“GW Reader”), incorporated on October 30, 2020 in Malaysia.
| F-7 |
On September 2, 2025, the Company completed the acquisition of GW Reader Holding. Upon closing, the Company became the sole direct shareholder of GW Reader Holding and, through this ownership structure, obtained 100% indirect ownership of Willing Read and GW Reader.
As of the issuance date of this financial report, the details of the Company’s subsidiaries are as follows. All subsidiaries of the Group are wholly-owned by the Company.
| Name of Entity | Date of Incorporation | Place of Incorporation | % of Ownership |
Principal Activities | ||||
| GW Reader Holding Limited (“GW Reader Holding”) | October 12, 2023 | Cayman Islands | 100% | Investment holding | ||||
| Willing Read Culture Technology Co., Limited (“Willing Read”) | May 6, 2024 | Hong Kong | 100% | Investment holding | ||||
| GW Reader Sdn. Bhd. (“GW Reader”) | October 30, 2020 | Malaysia | 100% | Digital publishing |
During the financial period, following the acquisition of new subsidiaries, the Company also ventured into the digital publishing business. This includes providing users with access to paid digital content such as web-novels and e-books, where users purchase virtual currency (“Coins”) to redeem for specific content.
Business of GW Reader Sdn. Bhd.
GW Reader operates a digital publishing platform specializing in serialized online fiction for a global audience. Through its proprietary mobile application and website, the company develops, sources, and distributes original and translated content across popular genres such as romance, fantasy, and action. GW Reader uses a “pay-per-chapter” microtransaction model in which users purchase tokens to unlock individual episodes. This model offers readers flexibility while supporting ongoing content creation.
As of the reporting date, the Company operates two primary business segments:
| 1. | Apparel Trading Business – conducted through KEEMO Fashion Group Limited in China. | |
| 2. | Digital Publishing Business – conducted through GW Reader Sdn. Bhd. in Malaysia. |
| F-8 |
Going Concern
For
the five months ended December 31, 2025, the Company incurred a net loss of
Use
of Estimates
Cash and Cash Equivalents
Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.
| F-9 |
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, revenue is recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to receive. The Company applies the following five-step model to all revenue arrangements:
(i) identification of the promised goods and services in the contract;
(ii) determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the contract;
(iii) measurement of the transaction price, including the constraint on variable consideration;
(iv) allocation of the transaction price to the performance obligations; and
(v) recognition of revenue when (or as) the Company satisfies each performance obligation.
The Company generates revenue from two primary sources:
(i) Apparel trading business; and
(ii) Digital publishing business.
Apparel trading business
The Company engages in the wholesale distribution of apparel products. Revenue is recognized when control of the goods transfers to the customer, which generally occurs upon delivery. The Company’s performance obligation in these arrangements is the transfer of apparel products. The Company does not have significant variable consideration in its wholesale operations.
Digital publishing business
The Company provides users with access to paid digital content, including web-novels and e-books. Users purchase virtual currency (“Coins”), which is subsequently redeemed for access to specific content. The Company’s performance obligation is to provide access to the selected content.
Revenue is recognized based on the usage of Coins by users, as such usage represents a faithful depiction of the transfer of services.
The Company has determined that it is the principal in the majority of Paid Content transactions because it controls the monetization and availability of content, has discretion in establishing pricing, is responsible for customer service, and controls the promotion and presentation of content. Accordingly, revenue is recognized gross, and amounts retained by content creators are recorded as expenses.
Deferred Revenue
Deferred revenue is recorded when the Company entered into a contract with a customer and cash payments are received or due prior to transfer of control or satisfaction of the related performance obligation.
| F-10 |
Credit losses
The Company estimates and records a provision for its expected credit losses related to its financial instruments, including its trade receivables. Management considers historical collection rates, the current financial status of the Company’s customers, macroeconomic factors, and other industry-specific factors when evaluating current expected credit losses. Forward-looking information is also considered in the evaluation of current expected credit losses. However, because of the short time to the expected receipt of accounts receivable, management believes that the carrying value, net of expected losses, approximates fair value and therefore, relies more on historical and current analysis of such financial instruments, including its trade receivables.
To determine the provision for credit losses for accounts receivable, the Company has disaggregated its accounts receivable by class of customer at the business component level, as management determined that risk profile of the Company’s customers is consistent based on the type and industry in which they operate. Each business component is analyzed for estimated credit losses individually. In doing so, the Company establishes a historical loss matrix, based on the previous collections of accounts receivable by the age of such receivables, and evaluates the current and forecasted financial position of its customers, as available. Further, the Company considers macroeconomic factors and the status of the relevant industry to estimate if there are current expected credit losses within its trade receivables based on the trends of the Company’s expectation of the future status of such economic and industry-specific factors. Also, specific allowance amounts are established based on review of outstanding invoices to record the appropriate provision for customers that have a higher probability of default.
As of December 31, 2025, there were no allowances for credit losses recorded against accounts receivable.
Cost of Revenue
In accordance with ASC 340-40, Contracts with Customers (“ASC 340-40”) and ASC 606, the Company recognizes cost of revenue as those costs directly attributable to the delivery of its services and the generation of revenue.
Apparel trading business
Cost of revenue includes the cost of purchasing apparel products and freight or handling costs directly associated with fulfilling customer orders.
Cost of revenue does not include indirect expenses such as general administrative expenses and marketing-related costs.
Digital publishing business
Cost of revenue primarily consists of service charges imposed by a third-party collection company that processes and remits customer payments. These charges are deducted from gross collections and are recognized in the period in which the related revenue is earned.
Cost of revenue does not include indirect costs such as general administrative expenses or marketing-related costs.
| F-11 |
Net (Loss) Income Per Share
The Company calculates net (loss) income per share in accordance with ASC 260, Earnings per Share (“ASC 260”). Basic (loss) income per share is computed by dividing the net (loss) income by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic (loss) income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.
As
of December 31,
Income Taxes
The Company accounts for income taxes using the asset and liability method prescribed by ASC 740, Income Taxes (“ASC 740”). Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the years in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. The Company also adopted ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which requires disaggregated information about the reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.
ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclosed in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.
Foreign currencies translation
Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations and comprehensive income (loss).
The functional currency of the Company is the United States Dollars (“US$” or “US dollars”) and the accompanying condensed consolidated financial statements have been expressed in US dollars. In addition, the Company’s subsidiary maintains its books and record in Malaysia Ringgit (“MYR”), United States Dollars (“US$”) and Hong Kong Dollars (“HK$”), which is the respective functional currency as being the primary currency of the economic environment in which the entity operates.
In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US dollars are translated into US dollars, in accordance with ASC 830-30, Translation of Financial Statement (“ASC 830-30”), using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income.
| F-12 |
Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates for the respective periods:
For the five months ended December 31, | ||||||||
| Period-end MYR : US$1 exchange rate | ||||||||
| Period-average MYR : US$1 exchange rate | ||||||||
| Period-end HK$ : US$1 exchange rate | ||||||||
| Period-average HK$ : US$1 exchange rate | ||||||||
Related Parties
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
Fair Value Measurement
Segment Reporting
| F-13 |
Recently Issued Accounting Pronouncements
In November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023 and interim periods in fiscal years beginning after December 15, 2024, and early adoption is permitted. The Company is currently evaluating the impact of this ASU may have on its condensed consolidated financial statements and related disclosures.
In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. The ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024, and early adoption is permitted. The Company is currently evaluating the impact of this ASU may have on its condensed consolidated financial statements and related disclosures.
In November 2024, the FASB issued ASU 2024-03 “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses”. The guidance in ASU 2024-03 requires public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory; employee compensation; and depreciation, amortization and depletion expenses for each caption on the income statement where such expenses are included. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements. The Company is currently evaluating the provisions of this guidance and assessing the potential impact on the Company’s condensed consolidated financial statement disclosures.
In March 2025, the FASB issued ASU 2025-02, “Liabilities (Topic 405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 122”, which removes certain SEC guidance related to obligations to safeguard crypto-assets. The Company does not engage in activities involving crypto-assets; therefore, the adoption of this ASU is not expected to have a material impact on its condensed consolidated financial statements.
In May 2025, the FASB issued ASU 2025-04, “Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer”, which amends ASC 718 and ASC 606 to (i) expand the definition of a performance condition to include vesting tied to a customer’s own purchases or the purchases of the customer’s customers, (ii) require entities to estimate expected forfeitures, and (iii) clarify that the variable consideration guidance in ASC 606 does not apply to share-based consideration payable to a customer. The amendments are effective for annual and interim periods beginning after December 15, 2026, with early adoption permitted. The Company is currently evaluating the impact of this guidance on the Company’s condensed consolidated financial statements.
In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements”. The amendments clarify the scope of interim reporting guidance and improve the form and content of interim financial statements and related disclosures. The update also introduces a disclosure principle requiring entities to disclose events occurring since the end of the most recent annual reporting period that have a material impact on the entity. The amendments are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting this guidance on its condensed consolidated financial statements and related disclosures.
| F-14 |
The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s condensed consolidated financial statements.
Acquisition of GW Reader Sdn. Bhd.
On October 17, 2024, Willing Read acquired 100% of the equity interests of GW Reader. The acquisition was accounted for under the acquisition method of accounting in accordance with ASC 805. The purchase price was allocated to the assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. The excess of the consideration transferred over the fair value of the net assets acquired and liabilities assumed was recorded as goodwill.
Goodwill Calculation
Goodwill represents the excess of the purchase consideration transferred over the fair value of the net assets acquired and liabilities assumed. The preliminary allocation of the purchase price is summarized as follows:
| Cash and cash equivalents | $ | 6,785 | ||
| Accounts receivable, net | 640 | |||
| Prepayments | 186 | |||
| Intangible asset, net | 2,944 | |||
| Accrued expenses | (8,301 | ) | ||
| Amount due to director | (251,522 | ) | ||
| Deferred revenue | (44,230 | ) | ||
| Adjustment for foreign exchange fluctuation | (2 | ) | ||
| Fair value of GW Reader Sdn. Bhd. | $ | (293,500 | ) | |
| Fair value of consideration | 2 | |||
| Goodwill | $ | (293,498 | ) |
Acquisition by GW Reader Holding Limited (Common Control Transaction)
On November 27, 2024, GW Reader Holding acquired 100% of the equity interests of Willing Read. As both entities were under the common control, the transaction was accounted for in accordance with ASC 805-50. Accordingly, the assets and liabilities of Willing Read, including the goodwill recognized in connection with the October 17, 2024 acquisition of GW Reader, were recorded by GW Reader Holding at their predecessor carrying amounts. No new goodwill was recognized in connection with this transaction.
| F-15 |
As of December 31, 2025 and July 31, 2025, the Company accounts receivable, net consist of following
As of December 31, 2025 | As of July 31, 2025 | |||||||
| Accounts receivable, net | $ | 40 | $ | - | ||||
| Total accounts receivable, net | $ | 40 | $ | - | ||||
As of December 31, 2025 and July 31, 2025, the Company prepayment consist of following:
As of December 31, 2025 | As of July 31, 2025 | |||||||
| Company secretarial fee | $ | 155 | $ | - | ||||
| Other professional fee | 7,316 | - | ||||||
| Virtual office rental | 22 | - | ||||||
| Total prepayment | $ | 7,493 | $ | - | ||||
As of December 31, 2025 | As of July 31, 2025 | |||||||
| Due to related parties: | ||||||||
| - Related party A | $ | 102,412 | $ | 76,389 | ||||
| - Related party B | 169,403 | - | ||||||
| - Related party C | 272,502 | - | ||||||
| $ | $ | 76,389 | ||||||
The amounts due to related parties are interest-free, unsecured, and repayable on demand.
Related party A represents Liu Lu, who is the Chief Executive Officer, President, Secretary, Treasurer, and a Director of Keemo Fashion Group Limited.
Related party B represents Huang Jia, who is a director of GW Reader Holding Limited.
Related party C represents Seah Chia Yee, who is a director of GW Reader Sdn. Bhd.
| F-16 |
Acquisition of GW Reader Holding Group
The Company acquired 100% of the equity interests of GW Reader Holding Group from Guang Wen Global Group Limited, the Company’s major shareholder, on May 26, 2025, with completion of the transfer on September 2, 2025. The transfer was executed without consideration. As the transaction involved the Company’s controlling shareholder, it is classified as a related-party transaction under ASC 850, Related Party Disclosures (“ASC 850”).
As of December 31, 2025 and July 31, 2025, other payables and accrued liabilities consist of following:
As of December 31, 2025 | As of July 31, 2025 | |||||||
| Other payables | $ | 3,979 | - | |||||
| Accrued liabilities | 1,726 | 8,765 | ||||||
| Total other payables and accrued liabilities | $ | 5,705 | $ | 8,765 | ||||
Other
payables and accrued liabilities as of
On April 22, 2022, upon the incorporation of the Company, Liu Lu, subscribed to 3,600,000 shares of common stock at par value of $0.001 per share for a total subscription value of $3,600.
On 26 July, 2023, the Company issued 1,900,000 shares of common stock being sold at $0.015 per share for a total of $28,500 through initial public offering.
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 the 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.
As
of
The Company has 75,000,000 shares of commons stock authorized.
| F-17 |
The loss from operation before income taxes of the Company for the five months ended December 31, 2025 and 2024 were comprised of the following:
For the five months ended December 31 | ||||||||
| 2025 | 2024 | |||||||
| Tax jurisdictions from: | ||||||||
| $ | ) | $ | ) | |||||
| - Foreign, representing: | ||||||||
| Cayman Island | ) | - | ||||||
| Hong Kong | (86 | ) | - | |||||
| Malaysia | (12,762 | ) | - | |||||
| Loss before income taxes | $ | ) | $ | ) | ||||
United States of America
The Company is registered in the State of Nevada and is subject to the tax laws of the United States of America. As of December 31, 2025, the operations in the United States of America incurred $7,924 of net operating losses (NOL’s) which can be carried forward to offset future taxable income, at the tax rate of 21%. The NOL carry forwards begin to expire in 2045, if unutilized. The Company has provided for a full valuation allowance of approximately $1,664 against the deferred tax assets on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.
Cayman Islands
The Company is incorporated in the Cayman Islands, a jurisdiction that does not impose corporate income taxes, capital gains taxes, or withholding taxes on income derived within or outside of the Cayman Islands. As such, the Company is not subject to income tax in the Cayman Islands.
No provision for income taxes has been made in the accompanying condensed consolidated financial statements, as the Company has no tax obligations in its country of incorporation. Additionally, the Company has not incurred any current or deferred tax liabilities in other jurisdictions as of the reporting date.
Hong Kong
Willing Read Culture Technology Co Limited operating in Hong Kong are subject to the Hong Kong Profits Tax at the statutory income tax rate of 8.25% on assessable profits up to HK$2,000,000; and 16.5% on any part of assessable profits over HK$2,000,000.
Malaysia
GW Reader Sdn Bhd is governed by the income tax laws of Malaysia and the income tax provision in respect of operations in Malaysia is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in respect thereof. Under the Income Tax Act of Malaysia, enterprises that incorporated in Malaysia are usually subject to a unified 24% enterprise income tax rate while preferential tax rates, tax holidays and even tax exemption may be granted on case-by-case basis. For the five months ended December 31, 2025, the operations in the Malaysia incurred $12,762 of cumulative net operating losses which can be carried forward for a maximum period of ten consecutive years to offset future taxable income.
| F-18 |
The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of December 31, 2025 and July 31, 2025:
| As of | As of | |||||||
| December 31, 2025 | July 31, 2025 | |||||||
| Deferred tax assets: | ||||||||
| Net operating loss carryforwards | ||||||||
| – United States of America | $ | 1,664 | $ | |||||
| – Cayman Island | - | - | ||||||
| – Hong Kong | 7 | - | ||||||
| – Malaysia | 3,063 | - | ||||||
| Less: valuation allowance | (4,734 | ) | ) | |||||
| Deferred tax assets | $ | - | $ | - | ||||
Management believes that it is more likely than not that the deferred tax assets will not be fully realizable in the future. Accordingly, the Company provided for a full valuation allowance against its deferred tax assets of $4,734 as of December 31, 2025.
Customer Concentration
For the five months ended December 31, 2025, the Company recorded a minimal amount of revenue, which was less than $1. As a result, there was no customer who accounted for more than 10% of the Company’s total revenue. The outstanding accounts receivable as of December 31, 2025 includes balances brought forward from the subsidiary acquired during the period. For the five months ended December 31, 2024, there was one customer who accounted for 100% of the Company’s total revenue and the Company has no accounts receivable from the customer.
The table below sets forth the customers who accounted for more than 10% of the Company’s total revenue.
| For the five months ended December 31 | ||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Revenue | Percentage of Revenue | Accounts receivable | ||||||||||||||||||||||
| Customer A | $ | - | $ | - | % | 100 | % | $ | 40 | $ | - | |||||||||||||
| Total | $ | - | $ | - | % | 100 | % | $ | 40 | $ | - | |||||||||||||
| F-19 |
Supplier Concentration
For
the five months ended December 31, 2025, there was no supplier who accounted for
For the five months ended December 31, 2024, there was one supplier who accounted for 100% of the Company’s cost of revenue. For the five months ended December 31, 2024, the Company has no accounts payable from the supplier.
The table below sets forth the suppliers who accounted for more than 10% of the Company’s total cost of revenue.
| For the five months ended December 31 | ||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Cost of revenue | Percentage of Cost of revenue | Accounts payable | ||||||||||||||||||||||
| Vendor A | $ | - | $ | 4,991 | - | % | 100 | % | $ | - | $ | - | ||||||||||||
| Total | $ | - | $ | 4,991 | - | % | 100 | % | $ | - | $ | - | ||||||||||||
For the Five Months Ended and As of December 31, 2025 | ||||||||||||
| By Business Unit | Apparel & Garment Trading Business | Digital Publishing Business | Total | |||||||||
| Revenue | $ | - | $ | - | $ | - | ||||||
| Cost of revenue | - | - | - | |||||||||
| General and administrative expenses | ) | ) | ) | |||||||||
| Loss from operations | ) | ) | ) | |||||||||
| Total assets | $ | 12,729 | $ | 312,145 | $ | 324,874 | ||||||
| Capital expenditure | $ | - | $ | - | $ | - | ||||||
| F-20 |
For the Five Months Ended and As of December 31, 2024 | ||||||||
| By Business Unit | Apparel & Garment Trading Business | Total | ||||||
| Revenue | $ | $ | ||||||
| Cost of revenue | (4,991 | ) | (4,991 | ) | ||||
| General and administrative expenses | (17,983 | ) | (17,983 | ) | ||||
| Loss from operations | ) | ) | ||||||
| Total assets | $ | 28,190 | $ | 28,190 | ||||
| Capital expenditure | $ | - | $ | - | ||||
For the Five Months Ended and As of December 31, 2025 | ||||||||||||
| By Country | China | Non-China | Total | |||||||||
| Revenue | $ | - | $ | - | $ | - | ||||||
| Cost of revenue | - | - | - | |||||||||
| General and administrative expenses | (7,924 | ) | (14,617 | ) | (22,541 | ) | ||||||
| Loss from operations | (7,924 | ) | (14,617 | ) | (22,541 | ) | ||||||
| Total assets | $ | 12,729 | $ | 312,145 | $ | 324,874 | ||||||
| Capital expenditure | $ | - | $ | - | $ | - | ||||||
As of December 31, 2024 | ||||||||||||
The Company evaluated subsequent events in accordance with ASC 855 through the date the financial statements were issued.
On February 17, 2026, a Stock Purchase Agreement was entered into between Guang Wen Global Group Limited (the “Seller”) and Addentax Group Corp. (the “Purchaser”), pursuant to which the Purchaser agreed to purchase 34,200,000 common shares, par value $0.001 per share (the “Shares”) of the Company.
The transaction will close by May 1, 2026. Upon closing of the transaction, the Purchaser will acquire approximately 62.18% of the voting rights of the Company’s issued and outstanding shares on a fully diluted basis, resulting in a change in control of the Company.
The aggregate purchase price for the acquisition was approximately $5.5 million, which will be satisfied through the transfer of a portion of an existing bond held by the Purchaser pursuant to a bond transfer agreement entered into between the Purchaser and the Seller.
Management determined that this transaction represents a non-recognized subsequent event, as the transaction occurred after the balance sheet date. Accordingly, the event has been disclosed but not recognized in the accompanying condensed consolidated financial statements.
Item 2: Pro Forma Financial Information
The
following unaudited pro forma condensed
| F-21 |
Exhibit 99.3
ADDENTAX GROUP CORP.
UNAUDITED
PRO FORMA CONDENSED
FOR THE YEAR ENDED MARCH 31, 2025
(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)
| Historical | ||||||||||||||||
Addentax Group Corp. | Keemo Fashion Group Limited | Pro Forma Adjustments | Pro Forma Combined | |||||||||||||
| $ | 4,180,914 | $ | 24,988 | $ | - | $ | 4,205,902 | |||||||||
| COST OF | (3,546,657 | ) | (12,567 | ) | - | (3,559,225 | ) | |||||||||
| GROSS PROFIT | $ | 634,257 | $ | 12,421 | $ | - | $ | 646,678 | ||||||||
| OPERATING EXPENSES | ||||||||||||||||
| Selling | (393,226 | ) | - | (393,226 | ) | |||||||||||
| General and administrative | (2,058,001 | ) | (42,562 | ) | - | (2,100,563 | ) | |||||||||
| LOSS FROM OPERATION BEFORE INCOME TAX | (1,816,970 | ) | (30,141 | ) | - | (1,847,112 | ) | |||||||||
| (2,339,448 | ) | - | - | (2,339,448 | ) | |||||||||||
| INTEREST INCOME | 1,321 | - | - | 1,321 | ||||||||||||
| (1,146,843 | ) | - | - | (1,146,843 | ) | |||||||||||
| OTHER INCOME | 212,391 | - | - | 212,391 | ||||||||||||
| LOSS BEFORE INCOME TAX | $ | (5,089,549 | ) | $ | (30,141 | ) | $ | - | $ | (5,119,691 | ) | |||||
| INCOME TAX EXPENSES | (4,649 | ) | - | - | (4,649 | ) | ||||||||||
| Profit or loss from discontinued operation | - | - | - | - | ||||||||||||
| NET LOSS | $ | (5,094,198 | ) | $ | (30,141 | ) | $ | - | $ | (5,124,340 | ) | |||||
| Less: Net loss attribute to Non-control Interest | - | |||||||||||||||
| Net loss attribute to Parent | (5,094,198 | ) | ||||||||||||||
| 48,133 | - | - | 48,133 | |||||||||||||
| TOTAL COMPREHENSIVE LOSS | (5,046,065 | ) | (30,141 | ) | - | (5,076,206 | ) | |||||||||
| Total comprehensive loss attribute to Non-control | - | |||||||||||||||
| Total comprehensive loss attribute to Parent | (5,046,065 | ) | ||||||||||||||
| NET LOSS PER SHARE, BASIC AND DILUTED | ) | (0.00 | ) | (0.00 | ) | ) | ||||||||||
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED | 5,993,132 | 5,993,139 | ||||||||||||||
| F-1 |
ADDENTAX GROUP CORP
UNAUDITED
PRO FORMA CONDENSED
AS OF March 31, 2025
(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)
| Historical | ||||||||||||||||
Addentax Group Corp | Keemo Fashion Group Limited | Pro Forma Adjustments | Pro Forma Combined | |||||||||||||
| ASSETS | ||||||||||||||||
| Current assets | ||||||||||||||||
| Cash and cash equivalents | $ | 324,953 | $ | 23,329 | $ | - | $ | 348,282 | ||||||||
| Restricted | 2,750,000 | 2,750,000 | ||||||||||||||
| Account | 929,817 | |||||||||||||||
| Debt Securities | 17,500,000 | |||||||||||||||
| Inventories | 166,874 | 166,874 | ||||||||||||||
| Other Receivable | 3,638,347 | 1,836 | 3,640,183 | |||||||||||||
| Advance to suppliers | 198,494 | 198,494 | ||||||||||||||
| Amounts due from related parties | 4,283,129 | 4,283,129 | ||||||||||||||
| Inter-company balances | ||||||||||||||||
| Total current assets | $ | $ | 25,165 | $ | - | $ | ||||||||||
| Non-current Asset | ||||||||||||||||
| 387,997 | - | 387,997 | ||||||||||||||
| - | ||||||||||||||||
| Long-term prepayment | 265,449 | - | 265,449 | |||||||||||||
| Long-term receivables | - | - | - | |||||||||||||
| Total non-current asset | $ | $ | - | $ | $ | |||||||||||
| TOTAL ASSETS | $ | $ | 25,165 | $ | - | $ | ||||||||||
| LIABILITIES AND EQUITY | ||||||||||||||||
| Current liabilities | ||||||||||||||||
| Short-term | $ | 640,878 | $ | - | $ | - | $ | 640,878 | ||||||||
| Accounts payable | 53,199 | - | 53,199 | |||||||||||||
| Amount due to related parties | 161,594 | 91,119 | 252,713 | |||||||||||||
| Advance from customers | 332,492 | 332,492 | ||||||||||||||
| Accrued | 300 | |||||||||||||||
| Lease liabilities, current portion | ||||||||||||||||
| Income tax payable | - | - | ||||||||||||||
| Total current liabilities | $ | $ | 91,419 | $ | $ | |||||||||||
| Non-current liabilities | ||||||||||||||||
| Convertible debts | 2,900,160 | 2,900,160 | ||||||||||||||
| Derivative liabilities | 2,772,350 | 2,772,350 | ||||||||||||||
| Lease | ||||||||||||||||
| Total non-current liabilities | ||||||||||||||||
| TOTAL LIABILITIES | $ | $ | 91,419 | $ | - | $ | ||||||||||
| $ | 6,044 | $ | 5,500 | $ | (5,500 | ) | $ | 6,044 | ||||||||
| 35,240,981 | 26,600 | ) | ||||||||||||||
| Statutory reserve | 37,422 | - | - | 37,422 | ||||||||||||
| (13,663,790 | ) | (98,354 | ) | ) | ||||||||||||
| 111,151 | - | - | 111,151 | |||||||||||||
| TOTAL | $ | 21,731,808 | $ | (66,254 | ) | $ | - | $ | ||||||||
| TOTAL LIABILITIES AND EQUITY | $ | $ | 25,165 | $ | - | $ | ||||||||||
| F-2 |
ADDENTAX GROUP CORP.
UNAUDITED
PRO FORMA CONDENSED
FOR THE NINE MONTHS ENDED DECEMBER 31, 2025
(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)
| Historical | ||||||||||||||||
Addentax Group Corp. | Keemo Fashion Group Limited | Pro Forma Adjustments | Pro Forma Combined | |||||||||||||
| REVENUE | $ | 2,622,869 | $ | - | $ | - | $ | 2,622,869 | ||||||||
| COST OF REVENUE | ) | ) | ||||||||||||||
| GROSS PROFIT | $ | |||||||||||||||
| OPERATING EXPENSES | ||||||||||||||||
| Selling expenses | (20,413 | ) | (20,413 | ) | ||||||||||||
| General and administrative | (1,563,577 | ) | (38,279 | ) | (1,601,856 | ) | ||||||||||
| LOSS FROM OPERATION BEFORE INCOME TAX | (873,516 | ) | ) | ) | ||||||||||||
| Fair value gain or loss | (4,140,772 | ) | - | (4,140,772 | ) | |||||||||||
| INTEREST INCOME | 860 | - | 860 | |||||||||||||
| FINANCE COSTS | (605,662 | ) | - | (605,662 | ) | |||||||||||
| OTHER INCOME | 460,820 | - | 460,820 | |||||||||||||
| LOSS BEFORE INCOME TAX | $ | ) | ) | ) | ||||||||||||
| INCOME TAX EXPENSES | (1,082 | ) | - | (1,082 | ) | |||||||||||
| Profit or loss from discontinued operation | 467,855 | - | 467,855 | |||||||||||||
| NET LOSS | $ | ) | ) | ) | ||||||||||||
| Less: Net loss attribute to Non-control Interest(37.82%) | - | ) | ||||||||||||||
| Net loss attribute to Parent | ) | ) | ) | |||||||||||||
| (122,603 | ) | - | (122,603 | ) | ||||||||||||
| TOTAL COMPREHENSIVE LOSS | (4,814,100 | ) | ) | ) | ||||||||||||
| Total comprehensive loss attribute to Non-control Interest(37.82%) | ) | |||||||||||||||
| Total comprehensive loss attribute to Parent | (4,814,100 | ) | ) | ) | ||||||||||||
| NET LOSS PER SHARE, BASIC AND DILUTED | (0.55 | ) | ||||||||||||||
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED | 9,298,652 | 9,298,652 | ||||||||||||||
| F-3 |
ADDENTAX GROUP CORP
UNAUDITED
PRO FORMA CONDENSED
FOR THE NINE MONTHS ENDED DECEMBER 31, 2025
(Currency expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)
| Historical | ||||||||||||||||
| Addentax | Keemo Fashion Group Limited | Pro Forma Adjustments | Pro Forma Combined | |||||||||||||
| ASSETS | ||||||||||||||||
| Current assets | ||||||||||||||||
| Cash and cash equivalents | $ | 238,466 | $ | 23,842 | $ | - | $ | |||||||||
| Restricted Cash | 10,756 | - | ||||||||||||||
| Account Receivable | 890,809 | 40 | ||||||||||||||
| Debt Securities | 17,500,000 | - | ) | |||||||||||||
| Inventories | 178,014 | - | ||||||||||||||
| Other Receivable | 3,482,884 | 7,493 | ||||||||||||||
| Advance to suppliers | 249,400 | - | ||||||||||||||
| Amounts due from related parties | 5,323,739 | - | ||||||||||||||
| Inter-company balances | ||||||||||||||||
| Total current assets | $ | $ | $ | - | $ | |||||||||||
| Non-current Asset | ||||||||||||||||
| 355,714 | - | |||||||||||||||
| Intangible assets | - | |||||||||||||||
| Long-term prepayment | 20,039 | - | ||||||||||||||
| Long-term receivables | - | - | ||||||||||||||
| Long-term investment | - | |||||||||||||||
| Total non-current asset | $ | 375,753 | $ | $ | $ | |||||||||||
| TOTAL ASSETS | $ | 28,249,821 | $ | 324,874 | $ | - | $ | |||||||||
| LIABILITIES AND EQUITY | ||||||||||||||||
| Current liabilities | ||||||||||||||||
| Short-term | $ | 717,849 | $ | - | $ | - | $ | |||||||||
| Accounts payable | 49,370 | - | ||||||||||||||
| Amount due to related parties | 216,508 | 544,317 | ||||||||||||||
| Advance from customers | 21,966 | 45,248 | ||||||||||||||
| Accrued expeneses and other payables | 280,814 | 5,705 | ||||||||||||||
| Lease | - | - | ||||||||||||||
| Income tax payable | - | - | ||||||||||||||
| Total current liabilities | $ | 1,286,507 | $ | 595,270 | $ | $ | ||||||||||
| Non-current liabilities | ||||||||||||||||
| Convertible debts | - | - | ||||||||||||||
| Derivative liabilities | 5,332,415 | - | ||||||||||||||
| Lease | - | - | ||||||||||||||
| Total non-current liabilities | 5,332,415 | 595,270 | ||||||||||||||
| TOTAL LIABILITIES | $ | $ | 595,270 | $ | - | $ | ||||||||||
| STOCKHOLDERS’ DEFICIT | ||||||||||||||||
| $ | 11,715 | $ | 5,500 | $ | (5,500 | ) | $ | 11,715 | ||||||||
| 39,948,903 | ||||||||||||||||
| Statutory reserve | 37,020 | - | - | 37,020 | ||||||||||||
| (18,355,288 | ) | (289,410 | ) | |||||||||||||
| ) | (11,803 | ) | ||||||||||||||
| TOTAL STOCKHOLDERS’ DEFICIT | $ | $ | (270,396 | ) | $ | - | $ | |||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 28,249,821 | $ | 324,874 | $ | - | $ | |||||||||
| F-4 |
1. Basis of Presentation
The
accompanying unaudited pro forma condensed
The
unaudited pro forma condensed
| ● | For the year ended March 31, 2025 | |
| ● | For the nine months ended December 31, 2025 |
The pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have actually occurred had the Acquisition been completed at the beginning of the periods presented, nor is it necessarily indicative of future consolidated results of operations.
2. Principles of Consolidation and Noncontrolling Interest
The
Company consolidates Target in the pro forma financial statements because the Acquisition results in the Company holding a 62.18% controlling
voting interest in Target. Accordingly, the Company reflects 100% of Target’s assets, liabilities, revenues, and expenses in the
pro forma
The
37.82% noncontrolling interest (“NCI”) in Target held by third parties is presented in the equity section of the pro forma
condensed
3. Significant Pro Forma Adjustments
The
material pro forma adjustments included in the accompanying condensed
(a)
To record the total purchase consideration of $5,500,000 transferred to acquire the
| F-5 |
(b) To record the noncontrolling interest of 37.82% in Target at fair value in accordance with ASC 805, Business Combinations.
(c) To eliminate intercompany balances and transactions between the Company and Target.
(d) To recognize income tax effects associated with the pro forma adjustments, based on enacted statutory tax rates.
(e) No pro forma adjustments were made for new or refinanced indebtedness, as no new debt was incurred in connection with the Acquisition.
4. Allocation of Net Income and Comprehensive Income
Consolidated net income reflects the total results of the combined group. Net income attributable to the noncontrolling interest (37.82%) is deducted from consolidated net income to arrive at net income attributable to the Company’s stockholders.
Similarly, total comprehensive income is presented for the consolidated group, and comprehensive income attributable to noncontrolling interest (37.82%) is separately disclosed to derive total comprehensive income attributable to the Company’s stockholders.
5. Limitations of Pro Forma Information
The pro forma financial information does not reflect:
| ● | any expected operating synergies, cost savings, or revenue enhancements; | |
| ● | any one-time transaction, integration, or restructuring costs; | |
| ● | any changes in operations, capital expenditures, or other anticipated events. |
Accordingly,
the pro forma condensed
| F-6 |