[10-Q] CIMG Inc. Quarterly Earnings Report

Rhea-AI Filing Summary

CIMG Inc. reported continued operating losses, limited cash and significant equity financings that materially changed its capital structure. The company recorded net losses reflected in basic and diluted loss per share of $(0.03) and $(1.28) for the recent periods and reported no cash equivalents for the three and six months ended March 31, 2025 and 2024. Management completed conversions and issuances of convertible notes and warrants, including a conversion completed October 31, 2024, and subsequent issuance of 6,000,000 shares for $1,068,480 in June 2025. The company disclosed a going concern qualification citing working capital of $10,537,508 and related uncertainties. Significant non‑cash items include loss on acquisition (51% proportionate share recorded) and foreign currency translation losses of $(254,555) for six months. Lease ROU assets and liabilities and related short‑term lease disclosures were presented, and contingencies include ongoing litigation with discovery pending.

Positive

• Working capital of $10,537,508 provides short‑term liquidity buffer as disclosed
• Completed convertible note conversion (October 31, 2024) reduced outstanding debt obligations
• Raised $1,068,480 subsequent to period for 6,000,000 common shares (June 2025)

Negative

• Net losses reported with basic and diluted loss per share of $(0.03) and $(1.28) in presented periods
• No cash equivalents reported for the three and six months ended March 31, 2025 and 2024
• Going concern disclosure noting factors that raise substantial doubt about ability to continue as a going concern
• Significant equity dilution from issuances tied to notes and warrants including 19,457,618 shares referenced

Insights

Financial Analyst

TL;DR: The filing shows ongoing losses, cash constraints, and equity dilution risks tied to convertible notes and share issuances.

The company reported material net losses and zero cash equivalents for the reported interim periods, with loss per share metrics presented. A going concern disclosure cites working capital of $10,537,508 but highlights doubts about continuity. The company financed operations through convertible notes, warrant packages and large share issuances (including 19,457,618 shares tied to notes and a June 2025 issuance of 6,000,000 shares for $1,068,480). Foreign currency translation losses and a recorded loss on acquisition representing a 51% share of net liabilities materially affected results. These items signal dilution and execution risk for existing shareholders.

Corporate Governance Expert

TL;DR: Significant post‑period equity transactions and related-party notes require clear shareholder approvals and disclosure controls.

The report documents convertible note terms that restrict conversion until shareholder approval, multiple private placements, and related‑party transactions (an advance of $28,500 expected to be repaid before September 30, 2025). The company disclosed forfeitures and vesting under equity plans and described lock‑ups on transferred subsidiary equity (51% interest transfers subject to six‑month lock‑up). Contingent litigation matters remain active with motions and discovery ongoing. Governance actions around shareholder approvals for note conversions and warrant exercises will be material to capitalization.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File Number 001-39338

CIMG Inc.

(Exact name of registrant as specified in its charter)

Nevada		38-3849791
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Room R2, FTY D, 16/F, Kin Ga Industrial Building,

9 San On Street, Tuen Mun, Hong Kong00000.

(Address of principal executive offices)

+ 852 70106695

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.00001 par value		IMG		The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer ☐	Accelerated filer ☐
	Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of September 17, 2025, there were 188,180,751 shares of the registrant’s Common Stock outstanding.

CIMG INC.

INDEX TO FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025

PART I.	FINANCIAL INFORMATION	2
Item 1.	Financial Statements	2
	Consolidated Balance Sheets (unaudited)	2
	Consolidated Statements of Operations (unaudited)	3
	Consolidated Statements of Comprehensive Income (Loss) (unaudited)	4
	Consolidated Statements of Changes in Stockholders’ Equity (unaudited)	5
	Consolidated Statements of Cash Flows (unaudited)	6
	Notes to Consolidated Financial Statements (unaudited)	7
PART II.	OTHER INFORMATION	21
Item 1.	Legal Proceedings	21
Item 1A.	Risk Factors	21
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3.	Defaults Upon Senior Securities	21
Item 4.	Mine Safety Disclosures	21
Item 5.	Other Information	21
Item 6.	Exhibits	22
	SIGNATURES	23

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q and the documents incorporated by reference contain “forward-looking statements”, within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which include information relating to future events, future financial performance, strategies, expectations, competitive environment, regulation and availability of resources. These forward-looking statements include, without limitation, statements regarding: proposed new programs; expectations that regulatory developments or other matters will or will not have a material adverse effect on our consolidated financial position, results of operations or liquidity; statements concerning projections, predictions, expectations, estimates or forecasts as to our business, financial and operating results and future economic performance; and statements of management’s goals and objectives and other similar expressions concerning matters that are not historical facts. Words such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements.

Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:

	●	our plans to obtain funding for our operations, including funding necessary to develop, manufacture and commercialize our products, provide our co-packing services, and to continue as a going concern;
	●	our expectation that our existing capital resources will be sufficient to fund our operations for at least the next three months and our expectation to need additional capital to fund our planned operations beyond that;
	●	the accuracy of our estimates regarding expenses, future revenue, capital requirements and needs for additional financing;
	●	our expectations regarding our ability to maintain compliance with the listing requirements of the Nasdaq Capital Market;
	●	the impact to our business, including any supply chain interruptions, resulting from changes in general economic, business and political conditions, including changes in the financial markets and macroeconomic conditions resulting from a pandemic;
	●	the evolving coffee preferences of coffee consumers in North America and East Asia;
	●	the size and growth of the markets for our products and co-packing services;
	●	our ability to compete with companies producing similar products or providing similar co-packing services;
	●	our ability to successfully achieve the anticipated results of strategic transactions;
	●	our expectation regarding our future co-packing revenues;
	●	our ability to develop or offer innovative new products and services, and expand our co-packing services to other products that are complementary to our current single serve coffee product offerings;
	●	our expectations regarding additional manufacturing, coffee roasting and co-packing capabilities to be provided through our manufacturing partners, as well as our manufacturing partners’ ability to successfully facilitate distribution efforts;
	●	our reliance on third-party roasters or manufacturing partners to roast coffee beans necessary to manufacture our products and to fulfill every aspect of our co-packing services;
	●	regulatory developments in the U.S. and in non-U.S. countries;
	●	our ability to retain key management, sales and marketing personnel;
	●	the scope of protection we are able to establish and maintain for intellectual property rights covering our products and technology;
	●	our ability to develop and maintain our corporate infrastructure, including our internal control over financial reporting;
	●	the outcome of pending, threatened or future litigation;
	●	our financial performance; and
	●	our use of the net proceeds from our recent offering.
	●	other factors discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024 under the headings “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as applicable.

Forward-looking statements speak only as of the date the statements are made. Except as required under the federal securities laws and rules and regulations of the United States Securities and Exchange Commission, we undertake no obligation to update or revise forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information. We caution you not to unduly rely on the forward-looking statements when evaluating the information presented herein.

1

Item 1. Financial Statements

CIMG Inc.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

		March 31,				September 30,
		2025				2024
ASSETS
Current assets:
Cash & cash equivalent		$	2,404			$	464,222
Accounts receivable, net			79,941				-
Inventories, net			12,751,596				4,548,035
Assets Held for Sale-Current			-				10,736
Prepaid expenses and other current assets			184,456				382,648
Total current assets			13,018,397				5,405,641
Non-current assets:
Property and equipment, net			2,468				2,268
Right-of-use asset - operating lease			16,446				99,746
Intangible assets, net			65,000				80,000
Total non-current assets			83,914				182,014
Total assets		$	13,102,311			$	5,587,655
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses		$	1,535,087			$	2,240,337
Short term loan			433,511				1,920,507
Current portion of lease liability - operating lease			14,574				100,962
Convertible Notes			-				1,063,624
Convertible Note-related party			-				319,220
Convertible Note			-				319,220
Other payables-related party			28,500				7,500
Other current liabilities			469,217				586,173
Total current liabilities			2,480,889				6,238,323
Total liabilities		$	2,480,889			$	6,238,323
Stockholders’ equity:
30,197,418 and 4,978,245 shares issued and outstanding as of March 31, 2025 and September 30 2024, respectively			302				50
Additional paid in capital			95,166,878				81,260,605
Subscription receivable			(438,701	)			-
Accumulated deficit			(84,266,527	)			(82,344,722	)
Accumulated other comprehensive income			178,844				433,399
Total shareholders’ equity of the Company			10,640,796				(650,668	)
Non-controlling interests			(19,374	)			-
Total stockholders’ equity			10,621,422				(650,668	)
Total liabilities and stockholders’ equity		$	13,102,311			$	5,587,655

The accompanying notes are an integral part of these unaudited consolidated financial statements.

2

CIMG Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

		Three Months Ended March 31, 2025				Three Months Ended March 31, 2024				Six Months Ended March 31, 2025				Six Months Ended March 31, 2024
Revenues, net		$	-			$	323,406			$	22,853			$	1,289,338
Cost of sales			-				(479,911	)			(7,374	)			(1,321,309	)
Gross profit(loss)			-				(156,505	)			15,479				(31,971	)
Operating expenses			(752,677	)			(1,267,063	)			(2,270,435	)			(3,412,705	)
Loss from operations			(752,677	)			(1,423,568	)			(2,254,956	)			(3,444,676	)
Other income			394,588				29,910				403,635				76,742
Loss from equity method investment			-				(72	)			-				(2,123	)
Other expenses			(7,303	)			(51,033	)			(50,320	)			(100,228	)
Loss on acquisition			(20,164	)			-				(20,164	)			-
Interest expense, net			-				(482	)			-				(1,167	)
Net loss from continuing operations			(385,556	)			(1,445,245	)			(1,921,805	)			(3,471,452	)
Losses caused by the termination of business			-				(208,686	)			-				(331,090	)
Net Loss		$	(385,556	)		$	(1,653,931	)		$	(1,921,805	)			$(3,802,542	)
Basic and diluted loss per common share		$	(0.03	)		$	(1.28	)		$	(0.17	)			$(3.09	)
Basic and diluted weighted average number of common stock outstanding			13,550,345				1,295,445				11,241,414				1,231,485

The accompanying notes are an integral part of these unaudited consolidated financial statements.

*The discrepancy in financial data as of March 31, 2024 is due to the split of discontinued operations. (Refer to “Note 6. Discontinued operations”)

3

CIMG Inc.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(UNAUDITED)

		Three Months Ended March 31, 2025				Three Months Ended March 31, 2024
Net loss		$	(385,556	)		$	(1,653,931	)
Foreign currency translation			(62,517	)			8,158
Total other comprehensive income net of tax			(62,517	)			8,158
Comprehensive loss		$	(448,073	)		$	(1,645,773	)

		Six Months Ended March 31, 2025				Six Months Ended March 31, 2024
Net loss		$	(1,921,805	)		$	(3,802,542	)
Foreign currency translation			(254,555	)			50,566
Total other comprehensive income net of tax			(254,555	)			50,566
Comprehensive loss		$	(2,176,360	)		$	(3,751,976	)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

4

CIMG Inc.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

		Shares				Amount				capital								deficit				income				interest				Total
		Common Stock								Additional paid-in				Subscription				Accumulated				Accumulated Other Comprehensive				Non-controlling
		Shares				Amount				capital				receivable				deficit				income				interests				Total
Balance September 30, 2024			4,978,245			$	50			$	81,260,605				-			$	(82,344,722	)		$	433,399				-			$	(650,668	)
Common Stock issued for cash			1,396,813				13				1,382,831				-				-				-				-				1,382,844
Common stock compensation			800,000				8				523,672				-				-				-				-				523,680
Issued private placement			3,508,769				35				1,999,965				-				-				-				-				2,000,000
Issued warrants			55,973				1				-				-				-				-				-				1
Other comprehensive loss			-				-				-				-				-				(192,038	)			-				(192,038	)
Net loss			-				-				-				-				(1,536,249	)			-				-				(1,536,249	)
Balance December 31, 2024			10,739,800			$	107			$	85,167,073				-			$	(83,880,971	)		$	241,361				-			$	1,527,570
Common Stock issued for cash			19,457,618				195				9,999,805				(438,701	)			-				-				-				9,561,299
Other comprehensive loss			-				-				-				-				-				(62,517	)			-				(62,517	)
Net loss			-				-				-				-				(385,556	)			-				-				(385,556	)
Non-controlling interests			-				-				-				-				-				-				(19,374	)			(19,374	)
Balance March 31, 2025			30,197,418				302				95,166,878				(438,701	)			(84,266,527	)			178,844				(19,374	)			10,621,422

		Shares				Amount				capital				deficit				income				Total
		Common Stock								Additional paid-in				Accumulated				Accumulated Other Comprehensive
		Shares				Amount				capital				deficit				income				Total
Balance September 30, 2023			748,644			$	8			$	74,925,843		-	$	(73,371,987	)		$	120,493		-	$	1,674,357
Common Stock issued for cash			488,750				5				1,277,113				-				-				1,277,118
Stock option expense			-				-				11,505				-				-				11,505
Issued private placement			46,800				-				129,662				-				-				129,662
Other comprehensive income			-				-				-				-				42,408				42,408
Net loss			-				-				-		-		(2,148,611	)			-		-		(2,148,611	)
Balance December 31, 2023			1,284,194			$	13			$	76,344,123		-	$	(75,520,598	)		$	162,901		-	$	986,439
Balance			1,284,194			$	13			$	76,344,123		-	$	(75,520,598	)		$	162,901		-	$	986,439
Stock option expense			-				-				54,443				-				-				54,443
Issued private placement			14,220				-				29,994				-				-				29,994
Other comprehensive income			-				-				-				-				8,158				8,158
Net loss			-				-				-		-		(1,653,931	)			-		-		(1,653,931	)
Balance March 31, 2024			1,298,414				13				76,428,560		-		(77,174,529	)			171,059		-		(574,897	)
Balance			1,298,414				13				76,428,560		-		(77,174,529	)			171,059		-		(574,897	)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

5

CIMG Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

		Six Months Ended				Six Months Ended
		March 31, 2025				March 31, 2024
Operating activities:
Net loss from continuing operations		$	(1,921,805	)		$	(3,471,452	)
Losses caused by the termination of business			-				(331,090	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			15,444				102,256
Noncash lease expense			83,300				131,607
Stock option expense			-				65,948
Common stock compensation			523,680				-
Loss from equity method investment			-				2,123
Loss on acquisition			20,164				-
Change in operating assets and liabilities:
Accounts receivable			(71,034	)			151,088
Inventories			(8,147,696	)			(243,298	)
Prepaid expenses and other current assets			206,027				68,288
Other assets			-				4,707
Accounts payable			(783,038	)			822,047
Deferred income			-				(74,363	)
Lease liability – operating lease			(86,388	)			(187,575	)
Accrued expenses and other current liabilities			(132,988	)			(55,342	)
Other non-current liabilities			-				73,997
Net cash used in operating activities			(10,294,334	)			(2,609,969	)
Discontinued Operations:
Interest income(expense), net			-				170
Depreciation from discontinued operations			-				5,933
Changes in operating assets and liabilities			-				327,972
Cash flows generated from discontinued business operations			-				2,985
Investing activities:
Purchase of equipment			-				(306,241	)
Proceeds from disposal of equipment			10,736				-
Cash received from the acquisition of subsidiaries			2,031				-
Net cash used in investing activities			12,767				(306,241	)
Financing activities:
Proceeds from loans			(1,486,995	)			-
Repayment of loans			-				(190,675	)
Repayment of finance lease			-				(15,297	)
Borrowings from loans			-				191,094
Proceeds from sales of future receipts			-				195,001
Proceeds from equipment finance			-				262,893
Proceeds from private placement			2,000,000				159,656
Proceeds from issuance of common stock, ATM offering, net of issuance cost			9,561,299				1,099,254
Proceeds from exercise of options			-				177,864
Net cash provided by (used in) financing activities			10,074,304				1,879,790
Effect of foreign exchange on cash			(254,555	)			50,566
Net change in cash			(461,818	)			(982,869	)
Cash, beginning of period			464,222				982,869
Cash, end of period		$	2,404			$	-
Supplemental disclosure of cash flow information:
Cash paid for interest		$	-			$	1,338
Cash paid for taxes			-				2,618
Subscription receivable			438,701				-

The accompanying notes are an integral part of these unaudited consolidated financial statements.

6

CIMG Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

March 31, 2025

1. ORGANIZATION

CIMG Inc. is a company incorporated in Nevada and listed on Nasdaq since June 2020. We were formerly known as “Nuzee, Inc.” with a previous ticker symbol “NUZE”, and we changed our corporate name and ticker symbol to “CIMG Inc.” and “IMG” in October 2024. We previously focused on specialty coffee and related technologies but are now expanding our sales and distribution channels in Asia to encompass a broader range of consumer food and beverage products. This expansion is fueled by our online sales platform, which leverages a natural language search function.

CIMG, our holding company, or DZR Tech, its subsidiary incorporated in Hong Kong, or Wewin, our subsidiary incorporated in Florida, may transfer cash to our PRC subsidiaries, Beijing Zhongyan, through capital injections and intra-group loans.

On March 10, 2025, Zhongyan Shangyue Technology Co., Ltd. (“Zhongyan”), CIMG Inc.’s wholly-owned subsidiary, entered into a Business Cooperation Intent Agreement (the “Agreement”) with Shanghai Huomao Cultural Development Co., Ltd. (“Huomao”). Pursuant to the Agreement, the three shareholders of Huomao intend to transfer an aggregate of 51% of their equity interest in Huomao to Zhongyan in exchange for 200,000 shares of Common Stock. The Common Stock shall be subject to a six-month lock-up period.

On March 21, 2025, Zhongyan Shangyue Technology Co., Ltd. established a wholly-owned subsidiary, Henan Zhongyan Shangyue Technology Co. Ltd.

On March 27, 2025, Zhongyan Shangyue Technology Co., Ltd. entered into a Business Cooperation Intent Agreement (the “Agreement”) with Xilin Online (Beijing) E-commerce Co., Ltd (“Beijing Xilin”). Pursuant to the Agreement, certain shareholders of Beijing Xilin intend to transfer an aggregate of 51% of their equity interest in Beijing Xilin to Zhongyan.

On March 31, 2025, the Company completed its acquisition of Beijing Xilin, along with the necessary business registration updates in China.

On April 22, 2025, the Company completed its acquisition of Shanghai Huomao, along with the necessary business registration updates in China.

2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Preparation

The accompanying unaudited consolidated financial statements of CIMG, Inc. and subsidiaries (“the Company”) have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial reporting and should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2024. Certain information or footnote disclosures normally included in the annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of the Company’s management, these financial statements include all normal and recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods presented. However, the results of operations included in such financial statements may not necessarily be indicative of future or annual results.

Principles of Consolidation

The Company prepares its financial statements on the basis of accounting. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts, balances and transactions have been eliminated upon consolidation.

Earnings per Share

Basic earnings per common share is equal to net earnings or loss divided by the weighted average of shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options, warrants and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. As of March 31, 2025 and March 31, 2024, the total number of common stock equivalents was 25,799,900 and 241,907, respectively, and composed of stock options and warrants. Due to the Company’s net loss for the periods presented, all common stock equivalents were anti-dilutive and therefore excluded from the calculation of diluted net loss per share.

Going Concern and Capital Resources

Since its inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and technical staff, acquiring operating assets, raising capital and the commercialization and manufacture of its single serve coffee products. As of March 31, 2025, the Company had cash of $2,404 and working capital of $10,537,508. These factors raise doubts about the Company’s ability to continue as a going concern.

The Company anticipates that it will need to raise additional capital immediately in order to continue to fund its operations. There is no assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds the Company might raise will enable the Company to complete its initiatives or attain profitable operations. Additionally, management’s strategic plans include expanding into new markets.

Management has evaluated the Company’s ability to continue as a going concern under ASC 205-40, Presentation of Financial Statements - Going Concern, and considered its financial condition, projected cash flows, obligations due within 12 months, and sources of liquidity.

While we understand that the ability of the Company to continue as a going concern is dependent upon its ability to successfully execute its new business strategy and eventually attain profitable operations. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the Company’s consolidated financial statements as of March 31, 2025 have been prepared on a going concern basis.

Use of Estimates

In preparing these consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Fair Value of Financial Instruments

Fair value is an estimate of the exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants (i.e., the exit price at the measurement date).

7

On August 20, 2024, the Company entered into a convertible note purchase agreement with certain investors (the “August Notes Investors”) to issue and sell convertible notes in the aggregate principal amount of $1,300,000 (the “August Notes”). The Notes bear interest at an annual rate of 7% and have a maturity date of one year from the issuance date. The Notes shall not be converted until the Company obtains shareholder approval for the issuance of shares underlying the Notes. Upon obtaining such approval, the holder may convert the Notes into a number of shares of Common Stock equal to (i) the outstanding principal amount of the Notes, plus any accrued but unpaid interest, divided by (ii) $0.94, the conversion price. Any conversion of the Notes resulting in a fractional share shall be rounded down to the nearest whole share. On October 31, 2024, the conversion of this convertible note into stocks has been completed.

Per ASC 470-20-25-5, An embedded beneficial conversion feature (“BCF”) present in a convertible instrument shall be recognized separately at issuance by allocating a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents. The Company had no cash equivalents for the three and six months ended March 31, 2025 and 2024.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company places its cash with high quality banking institutions. From time to time, the Company may or may not maintain cash balances at certain institutions in excess of the Federal Deposit Insurance Corporation limit.

Accounts Receivable, net

Trade accounts receivable is periodically evaluated for collectability based on past credit history with customers and their current financial condition. Bad debts expense or write offs of receivables are determined on the basis of loss experience, known and inherent risks in the receivable portfolio and current economic conditions. The Company recorded an allowance for credit loss of $Nil and $3,450,141 as of both March 31, 2025, and September 30, 2024 respectively.

SCHEDULE OF ACCOUNTS RECEIVABLES 

		March 31, 2025				September 30, 2024
Accounts receivable		$	79,941			$	3,450,141
Less: allowance for credit loss			-				(3,450,141	)
Total accounts receivable		$	79,941			$	-

Assets Held for Sale-Current

As of March 31, 2025 and September 30, 2024, assets held for Sale-Current were $Nil and $10,736. This is mainly the equipment planned for sale.

SCHEDULE OF ASSETS HELD FOR SALE 

		March 31, 2025				September 30, 2024
Assets Held for Sale			-				214,709
Current Assets Held for Sale			-				214,709
Property and equipment asset impairment			-				(203,973	)
Total			-				10,736

8

Major Customers

In the six months ended March 31, 2025 and 2024, revenue was primarily derived from major customers disclosed below.

Six months ended March 31, 2025:

 SCHEDULE OF REVENUE BY MAJOR CUSTOMERS 

Customer Name		Sales Amount				% of Total Revenue				Accounts Receivable Amount				% of Total Accounts Receivable
Customer LXM			13,524				59	%			-				-

Six months ended March 31, 2024:

Customer Name		Sales Amount				% of Total Revenue				Accounts Receivable Amount				% of Total Accounts Receivable
Customer CL		$	809,086				63	%		$	39,723				10	%

Lease

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), to provide guidance on recognizing lease assets and lease liabilities on the consolidated balance sheet and disclosing key information about leasing arrangements, specifically differentiating between different types of leases. The Company implemented ASU No. 2016-02 on October 1, 2019.

The Company conducts a quarterly analysis of leases to determine if there are any operating leases that require recognition under ASC 842. The Company has a long-term operating lease for office and manufacturing space in Plano, Texas. The leased property in Plano, Texas, has a remaining lease term through June 2024 and Tenancy terminated. The Company did not apply the recognition requirements of ASC 842 to operating leases with a remaining lease term of 12 months or less.

In May 2022, the Company renewed the office and manufacturing space in Vista, California through March 31, 2025, which was scheduled to expire on January 31, 2023. The lease has a monthly base rent of $8,451, plus common area expenses. Along with the extension, we leased an additional 1,796 square feet that has a monthly base rent of $2,514 through March 31, 2025.

The Company leased a new larger office and manufacturing space in Seoul, Korea beginning November 15, 2021, through November 15, 2023. The lease has a monthly expense of $7,040. Accordingly, we have added ROU Assets and Lease Liabilities related to those leases as of September 30, 2023.

Effective September 1, 2024, we have leased a principal office space located at 16097 Poppyseed Cir, Unit 1904, Delray Beach, Florida, 33484, which we lease for $3,500 per month until August 31, 2025.

The lease in San On Street, Tuen Mun, Hong Kong has a term of 12 months from December 18, 2024 to December 17, 2025 at a rate of RMB 4,167 ($594) per month. The lease is a short-term lease which has a lease term of 12 months and does not include an option to purchase the underlying asset. The Company did not recognize ROU assets or lease liabilities for short term leases.

9

As of March 31, 2025, the Company’s operating leases had a weighted average remaining lease term of 1 year and a weighted-average discount rate of 5% or 7.5%. Other information related to our operating leases is as follows:

SCHEDULE OF OTHER INFORMATION RELATED TO OPERATING LEASE  

ROU Asset – October 1, 2024		$	99,746
ROU Asset added during the period			-
Amortization during the period			(83,300	)
ROU Asset – March 31, 2025		$	16,446
Lease Liability – October 1, 2024		$	100,962
Lease Liability added during the period			-
Amortization during the period			(86,388	)
Lease Liability – March 31, 2025		$	14,574
Lease Liability – Short-Term		$	14,574
Lease Liability – Long-Term			-
Lease Liability – Total		$	14,574

The table below reconciles the fixed component of the undiscounted cash flows for each of the first five years and the total remaining years to the lease liabilities recorded on the Consolidated Balance Sheet as of March 31, 2025:

Amounts due within twelve months of March 31,2025

SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASES  

2025		$	14,826
2026			-
Total Minimum Lease Payments			14,826
Less Effect of Discounting			252
Present Value of Future Minimum Lease Payments			14,574
Less Current Portion of Operating Lease Liabilities			14,574
Long-Term Operating Lease Liabilities		$	-

For six months ended March 31, 2025, the Company had the following cash and non-cash activities associated with our leases:

SCHEDULE OF CASH AND NON-CASH ACTIVITIES OF LEASES  

Operating cash outflows from operating leases:		$	95,164
Operating cash outflows from finance lease:		$	-
Financing cash outflows from finance lease:		$	-

Business Combinations

On March 31, 2025, the Company acquired a 51% controlling interest in Xilin Online (Beijing) E-commerce Co., Ltd (“Beijing Xilin”) for no consideration. The transaction was accounted for as a business combination under ASC 805. The fair value of the identifiable net assets acquired was a net liability position of $39,538.

The Company acquired 51% of Beijing Xilin, while Noncontrolling Interest (NCI) represents the remaining 49%. NCI was measured based on its proportionate share of the net liabilities, resulting in a negative NCI of $19,374 recognized within the equity section of the consolidated balance sheet.

The Company recognized a loss on acquisition of $20,164, representing its proportionate share (51%) of the net liabilities assumed. This amount was recorded in the consolidated statement of operations under “Loss on acquisition”.

No goodwill or bargain purchase gain was recognized as the fair value of net assets acquired was negative and no consideration was transferred. The Company concluded that the acquired set of activities constitutes a business under ASC 805-10-20.

Foreign Currency Translation

The financial position and results of operations of each of the Company’s foreign subsidiaries are measured using the foreign subsidiary’s local currency as the functional currency. Revenues and expenses of each such subsidiary have been translated into U.S. dollars at average exchange rates prevailing during the period. Assets and liabilities have been translated at the rates of exchange on the balance sheet date. The resulting translation gain and loss adjustments are recorded directly as a separate component of stockholders’ equity, unless there is a sale or complete liquidation of the underlying foreign investment. The foreign currency translation adjustment attributable to CIMG Inc. was recorded in other comprehensive income (loss) in the amounts of $(254,555) and $50,566 for the six months ended March 31, 2025 and 2024, respectively.

Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency.

Revenue Recognition

In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (Topic 606) “Revenue from Contracts with Customers.” Topic 606 supersedes the revenue recognition requirements in Topic 605 “Revenue Recognition” (Topic 605). The new standard’s core principle is that an entity will recognize revenue at an amount that reflects the consideration to which the entity expects to be entitled in exchange for transferring goods or services to a customer. The principles in the standard are applied in five steps: 1) Identify the contract(s) with a customer; 2) Identify the performance obligations in the contract; 3) Determine the transaction price; 4) Allocate the transaction price to the performance obligations in the contract; and 5) Recognize revenue when (or as) the entity satisfies a performance obligation. We adopted Topic 606 as of October 1, 2018 on a modified retrospective basis. The adoption of Topic 606 did not have a material impact on our consolidated financial statements, including the presentation of revenues in our Consolidated Statements of Operations.

Per ASC 606-10-32-2, an entity shall consider the terms of the contract and its customary business practices to determine the transaction price. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties (for example, some sales taxes). The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both.

10

Per ASC 606-10-25-23 An entity shall recognize revenue when (or as) the entity satisfies a performance obligation by transferring a promised good or service (that is, an asset) to a customer.

Per ASC 606-10-55-37 An entity is a principal if it controls the specified good or service before that good or service is transferred to a customer. However, an entity does not necessarily control a specified good if the entity obtains legal title to that good only momentarily before legal title is transferred to a customer. An entity that is a principal may satisfy its performance obligation to provide the specified good or service itself or it may engage another party (for example, a subcontractor) to satisfy some or all of the performance obligation on its behalf.

ASC 606-10-55-38 An entity is an agent if the entity’s performance obligation is to arrange for the provision of the specified good or service by another party. An entity that is an agent does not control the specified good or service provided by another party before that good or service is transferred to the customer. When (or as) an entity that is an agent satisfies a performance obligation, the entity recognizes revenue in the amount of any fee or commission to which it expects to be entitled in exchange for arranging for the specified goods or services to be provided by the other party. An entity’s fee or commission might be the net amount of consideration that the entity retains after paying the other party the consideration received in exchange for the goods or services to be provided by that party.

Return and Exchange Policy

All products are thoroughly inspected and securely packaged before they are shipped to ensure buyers receive the best possible product. If for any reason buyers are unsatisfied with the products, they can return them, and the Company will exchange or refund the purchase minus any shipping charges. For wholesale customers, return policies vary based on their specific agreements with customers. Under chargebacks agreements with the customers, the Company agrees to reimburse the seller for a portion of the costs incurred by the seller to advertise and promote certain of the Company’s products. The Company estimates, accrues and recognizes such chargebacks. These amounts are included in the determination of net sales. For six months ended March 31, 2025 and 2024, the Company has no sales allowances for estimated chargebacks and returns, respectively.

Accounts payable and accrued expenses

As of March 31, 2025 and September 30, 2024, the accounts payable are $465,157 and $1,098,582 respectively.

As of March 31, 2025 and September 30, 2024, the accrued expenses are $1,069,930 and $1,141,755 respectively, it mainly includes the accounts payable settlement costs of Nuzee single-serving coffee and DRIPKIT products.

Accounts payable and accrued expenses as of March 31, 2025 and September 30, 2024 are as follows:

 SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES 

		March 31, 2025				September 30, 2024
Accounts payable			465,157				1,098,582
Accrued expenses			1,069,930				1,141,755
Total			1,535,087				2,240,337

Other current liabilities

As of March 31, 2025 and September 30, 2024, the other current liabilities are $469,217 and $586,173 respectively. The mainly achieved through financing to purchase equipment and pay for the goods.

Cost Recognition

The Maca Series products are pure plant products that we purchase maca raw materials and entrust to process. Therefore, the raw materials - the procurement cost of maca, the packaging cost of goods, the freight cost of goods and so on.

11

Operating expenses

For the six months ended Mach 31, 2025, the operating expenses were $2,270,435. This mainly includes personnel costs of $697,232, sales and marketing expenses of $159,285, depreciation and amortization of $15,513, professional services such as lawyers, auditors and consultants of $1,179,238, travel expenses of $63,721, office expenses of $117,792 and other expenses of $37,654.

For the six months ended Mach 31, 2024, the operating expenses were $3,412,705. It primarily comprised of personnel costs, selling and marketing expenses, depreciation and amortization, insurance expenses, professional services, travel and office expenses, etc. In some cases, the company bears shipping costs for shipping customer orders, and shipping and handling costs are recorded under operating expenses in the consolidated statement of operations.

Other income

For the six months ended Mach 31, 2025, the other income was $403,635. It is mainly because of the settlement and forgiveness of account payable.

For the six months ended Mach 31, 2024, the other income was $76,742. It is mainly because of the rental income.

Other Expense

Other expense of $50,320 and $100,228 for the six months ended March 31, 2025 and 2024, respectively, primarily includes write off of deferred financing costs and sublease expense.

Prepaid expenses and other current assets

Prepaid expenses and other current assets for the six months ended March 31, 2025 and September 30, 2024 is as follows:

 SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS 

		March 31, 2025				September 30, 2024
Prepaid expenses		$	123,312			$	197,217
Other current assets			61,144				185,431
Total			184,456				382,648

The Prepaid expenses and other current assets balance of $184,456 as of March 31, 2025 primarily consists of prepaid rent, Barcode fee, a retainer for professional services.

Inventories, net

Inventories, net, consisting principally of raw materials and finished goods held for production and sale, is stated at the lower cost or net realizable value, cost being determined using the weighted average cost method. The Company reviews inventory levels at least quarterly and records a valuation allowance when appropriate. On March 31, 2025, the carrying value of inventory of $12,751,596.

 SCHEDULE OF INVENTORY 

		March 31, 2025				September 30, 2024
Raw materials		$	12,627,194			$	4,490,728
Finished goods		$	124,402				57,307
Total		$	12,751,596			$	4,548,035

Property and Equipment, net

Property and equipment are stated at cost, net of accumulated depreciation. Office equipment is depreciated over a 3-year life, furniture over a 7-year life, and other equipment over a 5-year life. Depreciation expense for six months ended March 31, 2025 and 2024 was $366 and $75,300, respectively. Property and equipment as of March 31, 2025 and September 30, 2024 consist of:

SCHEDULE OF PROPERTY AND EQUIPMENT 

		March 31, 2025				September 30, 2024
Machinery & Equipment			15,150				1,465,566
Vehicles			-				57,431
Leasehold Improvements			-				-
Less - Accumulated Depreciation			(12,682	)			(1,127,820	)
Less-Impairment on Property and Equipment		$	-			$	(214,709	)
Disposal of property and equipment			-				(178,200	)
Net Property and Equipment			2,468				2,268

12

The Company is required to make deposits or prepayments and progress payments on equipment purchases before the Company receives possession and title. As a result, the Company accounts for such payments as Other Assets until it has possession at which time the equipment is recorded as Property and Equipment. There were no such deposits as of March 31, 2025 or September 30, 2024.

Samples

The Company distributes samples of its products as a component of its marketing program. Costs for samples are expensed at the time the samples are produced and recorded under operating expenses in the consolidated statements of operations.

Long-Lived Assets

The Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicated that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and a current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances.

Intangible assets

Intangible assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter. We have identifiable useful life intangible assets related to acquired Dripkit tradename and customer relationships. We evaluate these intangible assets annually for impairment, and when indications of potential impairment exist. The management uses considerable judgment to determine key assumptions, including projected revenue, projected costs, marketing expenses and projected profits, etc. This kind of analysis requires important estimates and judgments, including the estimation of future cash flows, which depends on internal forecasts, the estimation of the long-term growth rate of our business, the estimation of the useful life of the cash flows that will occur, customer churn, and the determination of our weighted average cost of capital. We confirm that for six months ending March 31, 2025, we recorded impairment losses related to trademarks at $Nil. These impairment losses are included in our statement of operations. After including the above impairments, as of March 31, 2025 and September 30, 2024, the Company’s intangible assets related to trademarks were $65,000 and $80,000 respectively.

Income Taxes

In accordance with ASC 740 - Income Taxes, the provision for income taxes is computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

The Company also follows the guidance related to accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. No liability for unrecognized tax benefits was recorded as of March 31,2025 and March 31, 2024.

United States

CIMG Inc. and Wewin are incorporated in the United States and is subject to U.S. federal corporate income tax at a rate of 21%. CIMG Inc. and Wewin had no taxable income for the periods presented; therefore, no provision for income taxes is required.

Hong Kong

DZR Tech are incorporated in Hong Kong. Under the two-tiered profits tax rates regime in Hong Kong, the first HK$2 million of profits of the qualifying group entity will be taxed at 8.25%, and profits above HK$2 million will be taxed at 16.5%. DZR Tech had no taxable income for the periods presented; therefore, no provision for income taxes is required.

People’s Republic of China

Zhongyan Shangyue is incorporated in P.R. China. Under Enterprise Income Tax Law, the statutory income tax rate is 25%. Zhongyan Shangyue had no taxable income for the periods presented; therefore, no provision for income taxes is required.

SCHEDULE OF INCOME TAX EXPENSE BENEFIT

		Six Months Ended March 31, 2025				Six Months Ended March 31,2024
Current income tax expense			-				-
Deferred income tax expense			-				-
Total income tax expense			-				-
Loss before income tax		$	(1,921,805	)			(3,802,542	)
Tax benefit at statutory U.S. federal rate (21%)			(403,579	)			(798,534	)
Non-deductible expenses			4,234				-
Foreign rate differential			(66,084	)			27,786
Change in valuation allowance			465,429				770,748
Income tax expense		$	-				-

For the six months ended March 31, 2025 and 2024, the Company incurred losses and generated net operating loss (“NOL”) carryforwards. However, due to uncertainty surrounding the Company’s ability to realize these deferred tax assets, a full valuation allowance was recorded, resulting in no income tax benefit being recognized in the periods presented.

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Related parties

A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.

Stock-based Compensation

We account for share-based awards issued to employees in accordance with Accounting Standards Codification (ASC) 718, “Compensation-Stock Compensation”. Accordingly, employee share-based payment compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period, which is normally the vesting period. Share-based compensation to directors is treated in the same manner as share-based compensation to employees, regardless of whether the directors are also employees. In June 2018, the FASB issued ASU 2018-07 which simplifies several aspects of the accounting for non-employee transactions by stipulating that the existing accounting guidance for share-based payments to employees (accounted for under ASC Topic 718, “Compensation-Stock Compensation”) will also apply to non-employee share-based transactions (accounted for under ASC Topic 505, “Equity”). The Company implemented ASU 2018-07 on October 1, 2019 and the impact of the implementation was not material to the financial statements.

For six months ended March 31, 2025, the Company issued 800,000 shares of its common stock under the 2024 Equity Incentive Plan.

Comprehensive income/loss

Comprehensive income/loss is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive income/loss are required to be reported in a financial statement that is presented with the same prominence as other financial statements. The Company’s current component of other comprehensive income/loss pertains to foreign currency translation adjustments.

Segment Information

As of and for the six months ended March 31, 2025, management has changed its internal reporting structure and identified a new chief operating decision maker. As a result, the Company now operates in a single reportable segment for all periods presented, which is the commercialization and development of functional beverages.

The comparative segment information for the six months ended March 31, 2024 has been recast to conform to the current period presentation.

SCHEDULE OF SEGMENT INFORMATION

		Six Months Ended March 31, 2025				Six Months Ended March 31, 2024
Revenues, net		$	22,853			$	1,289,338
Cost of sales			(7,374	)			(1,321,309	)
Gross profit(loss)			15,479				(31,971	)
Operating expenses			(2,270,435	)			(3,412,705	)
Loss from operations			(2,254,956	)			(3,444,676	)
Other income			403,635				76,742
Loss from equity method investment			-				(2,123	)
Other expense			(50,320	)			(100,228	)
Interest expense, net			-				(1,167	)
Loss on acquisition			(20,164	)			-
Net loss from continuing operations			(1,921,805	)			(3,471,452	)
Losses caused by the termination of business			-				(331,090	)
Net Loss		$	(1,921,805	)		$	(3,802,542	)

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. ASU 2020-06 simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. The amendments in this Update are effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting-Improvements to Reportable Segment Disclosures. The amendments in this Update improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in this Update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. A public entity should apply the amendments in this Update retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. The Group adopted ASU 2023-07 in the consolidated financial statements for the year ended December 31, 2024. The Company concluded that it has no material impact on the consolidated financial statements.

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In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which applies to all entities subject to income taxes. ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. For public business entities, ASU 2023-09 will be effective for annual periods beginning after December 15, 2024. For entities other than public business entities, the requirements will be effective for annual periods beginning after December 15, 2025. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted.

All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable.

Discontinued Operations

ASC 205-20-45-10 In the period(s) that a discontinued operation is classified as held for sale and for all prior periods presented, the assets and liabilities of the discontinued operation shall be presented separately in the asset and liability sections, respectively, of the statement of financial position.

ASC 205-20-45-3 The statement in which net income of a business entity is reported or the statement of activities of a not-for-profit entity (NFP) for current and prior periods shall report the results of operations of the discontinued operation, including any gain or loss recognized in accordance with paragraph 205-20-45-3C, in the period in which a discontinued operation either has been disposed of or is classified as held for sale.

The company has terminated the sold business in accordance with ASC 205-20-45-10 and ASC 205-20-45-3. Additional information on discontinued operations can be found in Note 6-discontinued operations.

Identified Intangibles and Goodwill

The Company identified tradename and customer relationships intangible assets. The tradename and customer relationships intangible assets will be amortized on a straight-line basis over their respective estimated useful lives. The goodwill recognized results from such factors as an assembled workforce and management’s industry know-how.

3. LOANS

On February 15, 2024, Social E-commerce Co., Ltd. provided a short-term, interest-free loan to the Company. The loan, approved by the lender and serviced by Bill.com Capital 3, LLC through their online platform, was intended to support the Company’s operations. As of March 31, 2025, the outstanding balance of this loan was $103,889.

On April 18, 2024, SOONCHA KIM lent the company $320,000 with an annual interest rate of 7%. The outstanding balance on the loan at March 31, 2025 amounted to $320,926.

For six months ended March 31, 2025, ZHANG XIANG lent the company $8,696 with an annual interest rate of 0%. The outstanding balance on the loan at March 31, 2025 amounted to $8,696.

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4. GEOGRAPHIC CONCENTRATIONS

The Company is organized based on fundamentally one business segment although it does sell its products on a world-wide basis. The Company is organized in two geographical segments. The company jointly produces and sells its products in North America and China. Information about the Company’s geographic operations for the six months ended March 31, 2025, and 2024 are as follows:

SCHEDULE OF GEOGRAPHICAL OPERATIONS 

Geographic Concentration

		Six Months Ended March 31, 2025				Six Months Ended March 31, 2024
Net Revenue:
North America		$	-			$	1,289,338
P.R.C			22,853				-
Revenues, net		$	22,853			$	1,289,338

Property and equipment, net:		March 31, 2025				September 30, 2024
P.R.C			2,468				2,268
Property and equipment, net		$	2,468			$	2,268

5. RELATED PARTY TRANSACTIONS

As of March 31, 2025, the directors of Wewin Technology LLC paid an administrative fee of $28,500 on behalf of CIMG Inc. The company expects to clear and repay this related-party transaction before September 30, 2025.

6. DISCONTINUED OPERATIONS

On June 7, 2024, the company’s board of directors passed a resolution to sale (1) NuZee KOREA Ltd a company incorporated in Korea and a wholly-owned subsidiary of the Company; and (2) NuZee Investment Co., Ltd, a company incorporated in Japan and a wholly-owned subsidiary of the Company. The discontinuation of the business is primarily due to strategic considerations by the management regarding the company’s overall development, as well as the need to ensure administrative consistency.

The losses from discontinued operations for six months ended March 31, 2025 and 2024 are as follows:

 SCHEDULE OF LOSSES FROM ASSET DISPOSAL OF DISCONTINUED OPERATIONS 

		Six Months Ended				Six Months Ended
		March 31, 2025				March 31, 2024
Revenue		$	-			$	670,409
Cost of revenue			-				(609,388	)
Gross profit			-				61,021
Operating expenses			-				(370,052	)
Operations Loss			-				(309,031	)
Other revenue			-				3,943
Other expense			-				(26,172	)
Interest income (expense), net			-				170
Loss from discontinued operations before income tax			-				(331,090	)
Income tax (expense)/income			-				-
Loss from discontinued operation after tax			-				(331,090	)
Losses from asset disposal of discontinued operations		$	-			$	(331,090	)

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The losses from discontinued operations for three months ended March 31, 2025 and 2024 are as follows:

		Three Months Ended				Three Months Ended
		March 31, 2025				March 31, 2024
Revenue		$	-			$	282,355
Cost of revenue			-				(272,079	)
Gross profit			-				10,276
Operating expenses			-				(197,459	)
Operations Loss			-				(187,183	)
Other revenue			-				3,764
Other expense			-				(25,267	)
Loss from discontinued operations before income tax			-				(208,686	)
Loss from discontinued operation after tax			-				(208,686	)
Losses from asset disposal of discontinued operations		$	-			$	(208,686	)

7. INTANGIBLE ASSETS

Identifiable life intangible assets

As of March 31, 2025, the Company’s intangible assets consisted of unamortized tradename asset of $65,000 which is being amortized over five years from the date of acquisition at a rate of $30,000 per year.

Amortization expense was $15,000 and $15,000 for six months ended March 31, 2025 and 2024.

Amortization expense for the next four fiscal years is as follows:

SCHEDULE OF AMORTIZATION EXPENSE 

			Tradename Amortization
March 31, 2025			15,000
2025			30,000
2026			20,000
2027			-
Grand Total			65,000

8. ISSUANCE OF EQUITY SECURITIES

On December 12, 2024, CIMG Inc., entered into a convertible note and warrant purchase agreement with certain non U.S. investors (“Notes Investors”), providing for the private placement of convertible promissory notes in the aggregate principal amount of $10,000,000 (the “Notes”) and warrants (the “Warrants”) to purchase up to an aggregate of 19,230,767 shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”) in reliance on the registration exemptions of Regulation S. The Notes bear interest at an annual rate of 7% and have a maturity date of one year from the issuance date. The Notes shall not be converted, and the Warrants shall not be exercised until the Company obtains shareholder approval for the issuance of shares underlying the Notes and the Warrants. Upon obtaining such approval, the holder may convert the Notes into a number of shares of Common Stock equal to (i) the outstanding principal amount of the Notes, plus any accrued but unpaid interest, divided by (ii) $0.52, the conversion price.

On March 18, 2025, all the Notes Investors converted their Notes to shares of Common Stock. As a result of such conversions of the Notes, the Company issued an aggregate of 19,457,618 shares of Common Stock to the Notes Investors.

The following table summarizes the restricted common shares activities for the six months ended March 31, 2025 and 2024:

SCHEDULE OF RESTRICTED STOCK SHARES ACTIVITIES  

		2025				2024
Number of shares outstanding at September 30, 2024 and 2023			320,743				50,056
Restricted shares granted			24,363,200				-
Restricted shares forfeited			-				(6,757	)
Restricted shares vested			(1,400,908	)			(17,592	)
Number of shares outstanding at March 31, 2025 and 2024			23,283,035				25,707

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9. STOCK OPTIONS AND WARRANTS

Options

During the six months ended March 31, 2025, the Company granted no new stock options.

During the six months ended March 31, 2025, 20,430 stock options were forfeited or expired because of termination of employment, expiration of options and performance conditions not met.

The following table summarizes stock option activity for the six months ended March 31, 2025.

SCHEDULE OF STOCK OPTION ACTIVITY  

		Number of Shares				Weighted Average Exercise Price				Weighted Average Remaining Contractual Life (years)				Aggregate Intrinsic Value
Outstanding on September 30, 2024			20,430			$	177.44				0.02			$	-
Granted			-				-				-				-
Exercised			-				-				-				-
Expired			(20,430	)			177.44				0.02				-
Forfeited			-				-				-				-
Outstanding on March 31, 2025			-				-				-			$	-
Exercisable on March 31, 2025			-			$	-				-			$	-

The Company is expensing these stock option awards on a straight-line basis over the requisite service period. The Company recognized stock option expense of $Nil and $65,948 for six months ended March 31 2025, and 2024, respectively.

Warrants

On October 18, 2024, the holders of warrants issued by the Company exercised its cashless option to purchase an aggregate of 55,973 shares of the Company’s common stock pursuant to warrants issued by the Company. Such warrants were previously issued pursuant to the convertible note and warrant purchase agreement dated April 27, 2024, as disclosed in the current report of the Company on Form 8-K filed with the SEC on May 2, 2024. In connection with such cashless exercise, the Company will not receive any cash proceeds. The shares of common stock issuable upon exercise of such warrants were registered under the Form S-1 effective on July 1, 2024.

On January 16, 2025, the Company issued the 13,679,486 warrants to purchase common stock at an exercise price of $0.39 a share. These warrants will expire on January 16, 2027.

On January 17, 2025, the Company issued the 11,961,537 warrants to purchase common stock at an exercise price of $0.39 a share. These warrants will expire on January 17, 2027.

The following table summarizes warrant activity for six months ended March 31, 2025:

SCHEDULE OF WARRANT ACTIVITY  

		Number of Shares Issuable Upon Exercise of Warrants				Weighted Average Exercise Price				Weighted Average Remaining Contractual Life (years)				Aggregate Intrinsic Value
Outstanding on September 30, 2024			214,850			$	112.67				2.42			$	-
Issued			25,641,023				0.39				-				-
Exercised			55,973				1.32				-				-
Expired			-				-				-				-
Outstanding on March 31, 2025			25,799,900			$	1.32				1.80				-
Exercisable on March 31, 2025			25,799,900			$	1.32				1.80			$	-

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10. CONTINGENCIES

Curtin Litigation

As previously disclosed, on January 6, 2023, a former employee of the Company, Rosalina Curtin filed a complaint against the Company and another former employee of the Company, Jose Ramirez, in the Superior Court of California, County of San Diego (Case No. 37-2023-00000841-CU-WT-NC) (the “Complaint”). The Complaint alleged that Ms. Curtin was subject to harassment by Mr. Ramirez, gender discrimination throughout her employment, that she reported this discrimination and harassment to the Company, and that the Company retaliated against her and wrongfully terminated her for whistleblowing and failed to prevent discrimination, harassment, and retaliation. Ms. Curtin sought compensatory damages, including loss of past, present and future earnings, and benefits, as well as punitive damages, penalties, attorney’s fees and costs and interest. Pursuant to the terms of Ms. Curtin’s Employment Agreement with the Company, on December 22, 2023, the Court compelled the case to arbitration with the American Arbitration Association (Case Number 01-24-0002-3225).

On November 8, 2024, without a finding or admission of wrongdoing, the Company entered into a settlement agreement with Ms. Curtin. In exchange for mutual general releases and a dismissal of the lawsuit with prejudice, the Company paid Ms. Curtin $125,000. On January 22, 2025, the case was dismissed in its entirety.

Kim Litigation

On October 3, 2024, Mr. Sooncha Kim filed a complaint against the Company in the Southern District of New York, (Case No. 1:24-cv-7485) (the “Complaint”). The Complaint alleges that the Company breached a Convertible Note and Warrant Purchase Agreement, dated June 6, 2024, between the Company and Mr. Kim, by, among other things, failing to deliver the registration rights agreement, excluding Mr. Kim from the S1 registration statement, delaying conversion of Mr. Kim’s notes, undertaking steps to dilute Mr. Kim’s shares, failing to honor Mr. Kim’s 50% participation right in any subsequent financing and failing to appoint a designated director, as set forth in the parties’ agreement. Mr. Kim seeks specific performance of the Convertible Note and Warrant Purchase Agreement, and monetary damages in the amount of $1,041,216, plus applicable interest. The Company filed its answer to the Complaint on December 3, 2024. On January 7, 2025, Mr. Kim filed a motion seeking a preliminary injunction against the Company (the “Motion”). The Company opposed the Motion on January 22, 2025, and on February 13, 2025, the Court denied Mr. Kim’s Motion. Discovery in the case is ongoing, and no trial date has been set.

The Company believes it has a basis to defend the claims in the Kim Litigation, however, the Company is not able to predict the outcome, and there is no assurance that the Company will be successful in its defense.

Ex-Directors Lawsuit

On March 10, 2025, former directors of the Company, Kevin J. Connor, Chris J. Jones, Nobuki Kurita, and David Robson (collectively, the “Ex-Directors”), filed a complaint against the Company in the Superior Court of California, County of San Diego (Case No. 25CU012922N) (the “Complaint”). The Complaint alleges the Company failed to pay directors’ fees and expenses from the last quarter the fiscal year ended September 30, 2023 through the first two quarters of the fiscal year ended September 30, 2024, and is claiming breach of contract, quantum meruit, unjust enrichment, promissory estoppel, breach of the implied covenant of good faith and fair dealing, and unfair business practices. The Ex-Directors seek monetary damages in excess of $200,000, with applicable interest, costs and attorneys’ fees. The Company’s answer to the Complaint was due on April 16, 2025. On April 17, 2025, the Ex-Director’s filed a request for entry of default. To date, no default has been entered against the Company. As of the date of this quarterly report, two parties are still negotiating.

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11. SUBSEQUENT EVENTS

Private Placement

SCHEDULE OF PRIVATE PLACEMENT 

Date		Transaction Description		Amount/Shares		Status
June 2, 2025		Share Purchase Agreement (Form 8-K filed on June 5, 2025 and June 10, 2025)		$1,068,480 for 6,000,000 shares of common stock		The closing of the sale of the 6,000,000 shares of common stock occurred on June 9, 2025. 6,000,000 shares of common stock has been issued.

Legal Proceedings

Kim Litigation

On October 3, 2024, Mr. Sooncha Kim filed a complaint against the Company in the Southern District of New York, (Case No. 1:24-cv-7485) (the “Complaint”). The Complaint alleges that the Company breached a Convertible Note and Warrant Purchase Agreement, dated June 6, 2024, between the Company and Mr. Kim, by, among other things, failing to deliver the registration rights agreement, excluding Mr. Kim from the S1 registration statement, delaying conversion of Mr. Kim’s notes, undertaking steps to dilute Mr. Kim’s shares, failing to honor Mr. Kim’s 50% participation right in any subsequent financing and failing to appoint a designated director, as set forth in the parties’ agreement. Mr. Kim seeks specific performance of the Convertible Note and Warrant Purchase Agreement, and monetary damages in the amount of $1,041,216, plus applicable interest. The Company filed its answer to the Complaint on December 3, 2024. On January 7, 2025, Mr. Kim filed a motion seeking a preliminary injunction against the Company (the “Motion”). The Company opposed the Motion on January 22, 2025, and on February 13, 2025, the Court denied Mr. Kim’s Motion. Discovery in the case is ongoing, and no trial date has been set.

The Company believes it has a basis to defend the claims in the Kim Litigation. The company believes that it is very likely to succeed in the defense.

Ex-Directors Lawsuit

On March 10, 2025, former directors of the Company, Kevin J. Connor, Chris J. Jones, Nobuki Kurita, and David Robson (collectively, the “Ex-Directors”), filed a complaint against the Company in the Superior Court of California, County of San Diego (Case No. 25CU012922N) (the “Complaint”). The Complaint alleges the Company failed to pay directors’ fees and expenses from the last quarter of the fiscal year ended September 30, 2023 through the first two quarters of the fiscal year ended September 30, 2024, and is claiming breach of contract, quantum meruit, unjust enrichment, promissory estoppel, breach of the implied covenant of good faith and fair dealing, and unfair business practices. The Ex-Directors seek monetary damages in excess of $200,000, with applicable interest, costs and attorneys’ fees. The Company’s answer to the Complaint was due on April 16, 2025. On April 17, 2025, the Ex-Director’s filed a request for entry of default. To date, no default has been entered against the Company. As of the date of this annual report, two parties are still negotiating.

New Subsidiary

On March 10, 2025, Zhongyan Shangyue Technology Co., Ltd. (“Zhongyan”), CIMG Inc.’s wholly-owned subsidiary, entered into a Business Cooperation Intent Agreement (the “Agreement”) with Shanghai Huomao Cultural Development Co., Ltd. (“Huomao”). Pursuant to the Agreement, the three shareholders of Huomao intend to transfer an aggregate of 51% of their equity interest in Huomao to Zhongyan in exchange for 200,000 shares of Common Stock. The Common Stock shall be subject to a six-month lock-up period.

On April 22, 2025, the Company completed its acquisition of Shanghai Huomao, along with the necessary business registration updates in China.

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PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

Refer to “Note 10. Contingencies” and “Note 11. Subsequent Events – Legal Proceedings” in our Condensed Consolidated Financial Statements included in this Report.

Item 1A. RISK FACTORS

In addition to the other information set forth in this Form 10-Q, you should carefully consider the risk factors discussed in Part I, Item 1A of our Form 10-K, which could affect our business, financial condition, or operating results. The risks we describe in our periodic reports are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition, or operating results. For the quarter ended March 31, 2025, the Company is not aware of any specific new and additional risk factors that were not previously disclosed.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

As previously disclosed in the Current Report on Form 8-K filed by the Company with the SEC on August 27, 2025, on August 25, 2025, the Company, entered into a Securities Purchase Agreement with certain non U.S. investors providing for the private placement of 220,000,000 shares of Common Stock in reliance on the registration exemptions of Regulation S for an aggregate consideration of $55,000,000 worth of bitcoin, at a purchase price of $0.25 per share. The closing of the sale of the Shares occurred on September 2, 2025. Pursuant to the Purchase Agreement, the Company issued 148,100,000 shares of common stock to the non-U.S. investors, following receipt of the respective purchase amounts, and will issue the remaining 71,900,000 upon shareholder approval.

As previously disclosed in a Current Report filed with the SEC on August 26, 2025, on August 21, 2025, the Company, entered into a convertible note purchase agreement (the “Purchase Agreement”) with certain non U.S. investors (the “Investors”), providing for the private placement of convertible promissory notes in the aggregate principal amount of $4,000,000 (the “Notes”) in reliance on the registration exemptions of Regulation S.

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5. OTHER INFORMATION

During the fiscal quarter ended March 31, 2025, none of the Company’s directors or officers, as defined in Section 16 of the Securities Exchange Act of 1934, adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” as defined under Item 408(a) of Regulation S-K.

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Item 6. EXHIBITS

Exhibit Number		Description
10.1		Securities Purchase Agreement, dated August 25, 2025, between the Company and the Investors party thereto (incorporated by reference to the Company’s 8-K filed on August 27, 2025).
10.2		Note Purchase Agreement, dated August 21, 2025, between the Company and the Investors party thereto (incorporated by reference to the Company’s 8-K filed on August 26, 2025).
31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32**		Certification of Principal Executive Officer and Principal Accounting Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

*	Filed herewith.
**	Furnished herewith. This exhibit will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

22

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.

	CIMG INC.
Date: September 24, 2025	By:	/s/ Jianshuang Wang
		Jianshuang Wang
		Chief Executive Officer
		(Principal Executive Officer)
	By:	/s/ Feng Tian
		Feng Tian
		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

23

FAQ

What did CIMG Inc. (IMG) report about cash on hand?

The company reported no cash equivalents for the three and six months ended March 31, 2025 and 2024.

Does the 10‑Q disclose a going concern for IMG?

Yes. The filing states factors that raise doubts about the Company’s ability to continue as a going concern and cites working capital of $10,537,508.

What convertible note or equity financings are disclosed?

The company described convertible notes with 7% interest, conversion restrictions pending shareholder approval, related warrants, and post‑period issuance of 6,000,000 shares for $1,068,480.

What were material non‑cash charges or losses?

Material items include a loss on acquisition reflecting a 51% share of assumed net liabilities and a foreign currency translation loss of $(254,555) for the six months ended March 31, 2025.

Are there ongoing legal contingencies?

Yes. The filing discloses active litigation with motions, discovery ongoing, and additional claims where answers and default requests are noted.