Keemo Fashion (KMFG) 10-Q shows no revenue, deeper loss and looming change in control
Keemo Fashion Group Limited reported very limited operating activity for the quarter and six months ended January 31, 2026. Revenue from its new digital publishing business was less than $1, and there were no apparel trading sales, compared with $9,957 from apparel trading in the prior-year six-month period.
The company posted a net loss of $30,239 for the six months, wider than the prior-year loss of $18,655. As of January 31, 2026, total assets were $322,644, dominated by goodwill of $293,498 from the GW Reader acquisition, while total liabilities were $610,298, resulting in a shareholders’ deficit of $287,654. Cash and cash equivalents were $22,696, and amounts due to related parties totaled $560,908, all interest-free and payable on demand.
Management disclosed “substantial doubt” about the company’s ability to continue as a going concern, citing ongoing losses, negative working capital and shareholders’ deficit, and reliance on shareholder financing. Internal controls over financial reporting were assessed as not effective due to material weaknesses. Subsequent to quarter-end, a stock purchase agreement was signed for Addentax Group Corp. to acquire 34,200,000 shares for approximately $5.5 million, which would transfer about 62.18% of voting rights and cause a change in control upon closing.
Positive
- None.
Negative
- Going-concern uncertainty: For the six months ended January 31, 2026, Keemo incurred a net loss of $30,239, had current liabilities exceeding current assets by $581,152, and a shareholders’ deficit of $287,654. Management states these conditions raise substantial doubt about the company’s ability to continue as a going concern.
- Weak operations and customer concentration history: Six-month revenue was less than $1 in 2026, versus $9,957 a year earlier, with essentially no current revenue base. Prior-year periods depended on a single customer for 100% of revenue, underscoring limited diversification.
- Heavy reliance on related-party funding: As of January 31, 2026, amounts due to related parties totaled $560,908, are unsecured, interest-free and payable on demand, indicating dependence on insider support for liquidity.
- Material weaknesses in internal control: Management concluded disclosure controls and internal control over financial reporting were not effective as of January 31, 2026, citing lack of an effective audit committee, inadequate segregation of duties, and insufficient written accounting policies.
Insights
Keemo’s 10-Q highlights a no-revenue half-year, deep deficits, going-concern doubt and an impending change in control.
Keemo Fashion Group shows an early-stage profile with minimal revenue and growing losses. Six-month revenue was less than $1, versus $9,957 previously, while the net loss widened to $30,239. Assets of $322,644 are heavily concentrated in acquisition-related goodwill, with limited tangible support from cash or receivables.
The balance sheet is highly leveraged to related-party funding. Current liabilities of $610,298 include $560,908 due to insiders, all on-demand and interest-free, driving a shareholders’ deficit of $287,654. Management explicitly states that these conditions raise “substantial doubt” about continuing as a going concern and that they expect to rely on shareholder support for liquidity.
Governance and control dynamics are shifting. The February 2026 stock purchase agreement, if closed by May 1, 2026, will transfer about 62.18% of voting rights to Addentax Group Corp., constituting a change in control without affecting this quarter’s numbers. Internal control over financial reporting is currently deemed ineffective due to a lack of an effective audit committee, inadequate segregation of duties, and insufficient written policies, which adds risk around financial reporting quality.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the Quarterly Period Ended
or
For the transition period from ______ to ______
Commission
File Number
(Exact name of registrant issuer as specified in its charter)
| 5130 | ||||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Number) |
(IRS Employer Identification Number) |
(Address of principal executive offices, including zip code)
Issuer’s
telephone number:
Company email: keemofashiongroup@gmail.com
(Registrant’s telephone number, including area code)
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.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large Accelerated Filer ☐ | 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
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
N/A
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name on each exchange on which registered | ||
| N/A | N/A | N/A |
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | Outstanding on March 16, 2026 | |
| Common
Stock, $ |
TABLE OF CONTENTS
| Page | ||||
| PART I | FINANCIAL INFORMATION | |||
| ITEM 1. | CONDENSED CONSOLIDATED FINANCIAL STATEMENTS: | |||
| CONDENSED CONSOLIDATED BALANCE SHEETS AS OF JANUARY 31, 2026 (UNAUDITED) AND JULY 31, 2025 (AUDITED) | F-1 | |||
| CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2026 AND 2025 (UNAUDITED) | F-2 | |||
| CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ DEFICIT FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2026 AND 2025 (UNAUDITED) | F-3 | |||
| CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JANUARY 31, 2026 AND 2025 (UNAUDITED) | F-4 | |||
| NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | F-5 – F-15 | |||
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 3-5 | ||
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 5 | ||
| ITEM 4. | CONTROLS AND PROCEDURES | 5 | ||
| PART II | OTHER INFORMATION | |||
| ITEM 1. | LEGAL PROCEEDINGS | 7 | ||
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 7 | ||
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES | 7 | ||
| ITEM 4. | MINE SAFETY DISCLOSURES | 7 | ||
| ITEM 5. | OTHER INFORMATION | 7 | ||
| ITEM 6. | EXHIBITS | 7 | ||
| SIGNATURES | 8 | |||
| -2- |
PART I — FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
KEEMO FASHION GROUP LIMITED
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF JANUARY 31, 2026 (UNAUDITED) AND JULY 31, 2025 (AUDITED)
(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)
As of January 31, 2026 | As of July 31, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| (Consolidated) | (Standalone) | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Account receivable, net | - | |||||||
| Prepayment | - | |||||||
| TOTAL CURRENT ASSETS | ||||||||
| NON-CURRENT ASSET | ||||||||
| Goodwill | - | |||||||
| TOTAL NON-CURRENT ASSET | - | |||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Due to related parties | $ | $ | ||||||
| Deferred revenue | - | |||||||
| Other payables and accrued liabilities | ||||||||
| TOTAL CURRENT LIABILITIES | ||||||||
| TOTAL LIABILITIES | $ | $ | ||||||
| SHAREHOLDERS’ EQUITY | ||||||||
| Common stock – Par value $ | $ | $ | ||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ( | ) | - | |||||
| TOTAL SHAREHOLDERS’ DEFICIT | $ | ( | ) | $ | ( | ) | ||
| TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | $ | $ | ||||||
Comparative year reflects standalone parent only (unconsolidated). Consolidation began in quarter ended October 31, 2025 – see Note 2.
The accompanying notes are an integral part of these condensed consolidated financial statements.
| F-1 |
KEEMO FASHION GROUP LIMITED
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2026 AND 2025
(UNAUDITED)
(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
Three months ended January 31, | Six months ended January 31, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| (Consolidated) | (Standalone) | (Consolidated) | (Standalone) | |||||||||||||
| REVENUE | $ | - | $ | $ | - | $ | ||||||||||
| COST OF REVENUE | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| GROSS PROFIT | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| GENERAL AND ADMINISTRATIVE EXPENSES | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| LOSS FROM OPERATION BEFORE INCOME TAX | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| INCOME TAX EXPENSES | - | - | - | - | ||||||||||||
| NET LOSS | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| OTHER COMPREHENSIVE LOSS: | ||||||||||||||||
| FOREIGN CURRENCY TRANSLATION ADJUSTMENTS | ( | ) | - | ( | ) | - | ||||||||||
| TOTAL COMPREHENSIVE LOSS | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| NET LOSS PER SHARE- BASIC AND DILUTED | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED | ||||||||||||||||
Comparative quarters reflect standalone parent only (unconsolidated). Consolidation began in quarter ended October 31, 2025 – see Note 2.
The accompanying notes are an integral part of these condensed consolidated financial statements.
| F-2 |
KEEMO FASHION GROUP LIMITED
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2026 AND 2025
(UNAUDITED)
(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)
| NUMBER OF SHARES | AMOUNT | ADDITIONAL PAID-IN CAPITAL | SUBSCRIPTION RECEIVABLE | ACCUMULATED DEFICIT |
OTHER COMPREHENSIVE | TOTAL SHAREHOLDERS’ DEFICIT | ||||||||||||||||||||||
| COMMON STOCK | ACCUMULATED | |||||||||||||||||||||||||||
| NUMBER OF SHARES | AMOUNT | ADDITIONAL PAID-IN CAPITAL | SUBSCRIPTION RECEIVABLE | ACCUMULATED DEFICIT |
OTHER COMPREHENSIVE | TOTAL SHAREHOLDERS’ DEFICIT | ||||||||||||||||||||||
| Balance as of July 31, 2025 | $ | $ | $ | - | $ | ( | ) | $ | - | $ | ( | ) | ||||||||||||||||
| Equity assumed on acquisition | - | - | ( | ) | - | - | ( | ) | ||||||||||||||||||||
| Net between subscription receivables and additional paid-in capital | - | - | ( | ) | - | - | - | |||||||||||||||||||||
| Net liabilities recognized through prior acquisition | - | - | - | - | ( | ) | - | ( | ) | |||||||||||||||||||
| Net liabilities recognized through common control | - | - | - | - | ( | ) | - | ( | ) | |||||||||||||||||||
| Net loss | - | - | - | - | ( | ) | - | ( | ) | |||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of October 31, 2025 | $ | $ | $ | - | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Net loss | - | - | - | - | ( | ) | - | ( | ) | |||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance as of January 31, 2026 | $ | $ | $ | - | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Number of shares | Amount | PAID-IN CAPITAL | ACCUMULATED DEFICIT | TOTAL EQUITY | ||||||||||||||||
| COMMON STOCK | ADDITIONAL | |||||||||||||||||||
| Number of shares | Amount | PAID-IN CAPITAL | ACCUMULATED DEFICIT | TOTAL EQUITY | ||||||||||||||||
| Balance as of July 31, 2024 | - | ( | ) | - | ( | ) | ||||||||||||||
| Net loss | - | - | - | - | ( | ) | - | ( | ) | |||||||||||
| Balance as of October 31, 2024 | - | ( | ) | - | ( | ) | ||||||||||||||
| Balance | - | ( | ) | - | ( | ) | ||||||||||||||
| Net loss | - | - | - | - | ( | ) | - | ( | ) | |||||||||||
| Balance as of January 31,2025 | - | ( | ) | - | ( | ) | ||||||||||||||
| Balance | - | ( | ) | - | ( | ) | ||||||||||||||
Comparative quarters reflect standalone parent only (unconsolidated). Consolidation began in quarter ended October 31, 2025 – see Note 2.
The accompanying notes are an integral part of these condensed consolidated financial statements.
| F-3 |
KEEMO FASHION GROUP LIMITED
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JANUARY 31, 2026 AND 2025
(UNAUDITED)
(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”)
| 2026 | 2025 | |||||||
| Six months ended January 31 | ||||||||
| 2026 | 2025 | |||||||
| (Consolidated) | (Standalone) | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Changes in operating assets and liabilities: | ||||||||
| Inventories | - | ( | ) | |||||
| Prepayment | ( | ) | ||||||
| Amount due to a director | - | |||||||
| Deferred revenue | ( | ) | - | |||||
| Other payables and accrued liabilities | ( | ) | ( | ) | ||||
| Net cash (used in)/provided by operating activities | ( | ) | ||||||
| CASH FLOWS FROM INVESTING ACTIVITY: | ||||||||
| Cash acquired from acquisition of subsidiaries | - | |||||||
| Net cash from investing activity | - | |||||||
| CASH FLOWS FROM FINANCING ACTIVITY: | ||||||||
| Advance from related parties | - | |||||||
| Net cash from financing activity | - | |||||||
| Effect of exchange rate changes on cash and cash equivalent | - | |||||||
| Net increase in cash and cash equivalents | ||||||||
| Cash and cash equivalents, beginning of period | ||||||||
| CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | $ | ||||||
| SUPPLEMENTAL CASH FLOWS INFORMATION | ||||||||
| Income taxes paid | $ | - | $ | - | ||||
| Interest paid | $ | - | $ | - | ||||
Comparative quarter reflects standalone parent only (unconsolidated). Consolidation began in quarter ended October 31, 2025 - see Note 2.
The accompanying notes are an integral part of these condensed consolidated financial statements.
| F-4 |
KEEMO FASHION GROUP LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR SIX MONTHS ENDED JANUARY 31, 2026 AND 2025 (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”). The Company primarily operate in men and women apparel and garment trading business, focusing on wholesaling to distributors mainly based in China, sourcing directly from manufacturers in China. The Company 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
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
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.
SCHEDULE OF SUBSIDIARIES
| Name of Entity | Date of Incorporation | Place of Incorporation | % of Ownership |
Principal Activities | ||||
| GW Reader Holding Limited (“GW Reader Holding”) | ||||||||
| Willing Read Culture Technology Co., Limited (“Willing Read”) | ||||||||
| GW Reader Sdn. Bhd. (“GW Reader”) |
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-5 |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation
The condensed consolidated financial statements of the Company have been prepared in accordance with the generally accepted accounting principles in the United States of America (“U.S. GAAP”) and regulations of the Securities and Exchange Commission (the “SEC”).
The Company has adopted July 31 as its fiscal year end.
On September 2, 2025, the Company completed the acquisition of GW Reader Holding, Willing Read and GW Reader (“GW Reader Holding Group”) from its major shareholder. No consideration was paid. As the transfer represents a transaction between entities under common control in accordance with ASC 805-50, Business Combinations (“ASC 805-50”) the assets and liabilities of GW Reader Holding Group were recognized at their historical carrying amounts on the date of combination.
The accompanying condensed consolidated financial statements include the results of GW Reader Holding Group from September 2, 2025 onwards. The Company did not have subsidiaries requiring consolidation in prior periods. Accordingly, comparative prior-period financial information is presented on a standalone (parent-only) basis and has not been restated.
The condensed consolidated financial statements include the accounts of the Company and its subsidiaries and all intercompany transactions and balances have been eliminated. Acquired businesses are included in the condensed consolidated financial statements from the date on which control is transferred to the Company.
Going Concern
For
the six months ended January 31, 2026, the Company incurred a net loss of $
Use of Estimates and Significant Judgements
Management uses estimates and judgements in preparing these condensed consolidated financial statements in accordance with US GAAP. These estimates and judgements affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenue and expenses during the periods presented. Actual results may differ from these estimates. In particular, management made the judgement that the acquisition of GW Reader Holding Group from the Company’s major shareholder qualifies as a common-control transaction under ASC 805-50. Accordingly, the assets and liabilities of GW Reader Holding Group were recognized at their historical carrying amounts, consolidation began on the completion date of September 2, 2025, and prior periods were not restated.
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.
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.
| F-6 |
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.
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 January 31, 2026, 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-7 |
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 January 31, 2026, the Company has
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.
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:
SCHEDULE OF FOREIGN EXCHANGE RATES
For the six months ended January 31, | ||||||||
| 2026 | 2025 | |||||||
| 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
ASC 820, Fair Value Measurements and Disclosures (“ASC 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.
| F-8 |
This ASC 820 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 (“ASC 280”), 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 six months ended January 31, 2026, the Company has two reportable segments based on business unit, apparel and garment trading business and digital publishing business and two reportable segments based on country, China and Malaysia. 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.
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.
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.
| F-9 |
3. GOODWILL
Acquisition of GW Reader Sdn. Bhd.
On
October 17, 2024, Willing Read acquired
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:
SCHEDULE OF GOODWILL CALCULATION
| Cash and cash equivalents | $ | |||
| Accounts receivable, net | ||||
| Prepayments | ||||
| Intangible asset, net | ||||
| Accrued expenses | ( | ) | ||
| Amount due to director | ( | ) | ||
| Deferred revenue | ( | ) | ||
| Adjustment for foreign exchange fluctuation | ( | ) | ||
| Fair value of GW Reader Sdn. Bhd. | $ | ( | ) | |
| Fair value of consideration | ||||
| Goodwill | $ | ( | ) |
Acquisition by GW Reader Holding Limited (Common Control Transaction)
On
November 27, 2024, GW Reader Holding acquired
4. ACCOUNTS RECEIVABLE, NET
As of January 31, 2026 and July 31, 2025, the Company accounts receivable, net consist of following
SCHEDULE OF ACCOUNTS RECEIVABLE, NET
As of January 31, 2026 | As of July 31, 2025 | |||||||
| Accounts receivable, net | $ | $ | - | |||||
| Total accounts receivable, net | $ | $ | - | |||||
5. PREPAYMENT
As of January 31, 2026 and July 31, 2025, the Company prepayment consist of following:
SCHEDULE OF PREPAYMENT
As of January 31, 2026 | As of July 31, 2025 | |||||||
| Company secretarial fee | $ | $ | - | |||||
| Other professional fee | - | |||||||
| Virtual office rental | - | |||||||
| Total prepayment | $ | $ | - | |||||
6. RELATED PARTY TRANSACTIONS
SCHEDULE OF RELATED PARTY TRANSACTION
As of January 31, 2026 | As of July 31, 2025 | |||||||
| Due to related parties: | ||||||||
| - Related party A | $ | $ | ||||||
| - Related party B | - | |||||||
| - Related party C | - | |||||||
| Due to related parties | $ | $ | ||||||
The amounts due to related parties are interest-free, unsecured, and repayable on demand.
| F-10 |
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.
Acquisition of GW Reader Holding Group
The
Company acquired
7. OTHER PAYABLES AND ACCRUED LIABILITIES
As of January 31, 2026 and July 31, 2025, other payables and accrued liabilities consist of following:
SCHEDULE OF OTHER PAYABLES AND ACCRUED LIABILITIES
As of January 31, 2026 |
As of July 31, 2025 |
|||||||
| Other payables | $ | - | ||||||
| Accrued liabilities | ||||||||
| Total other payables and accrued liabilities | $ | $ | ||||||
Other payables and accrued liabilities as of January 31, 2026 and July 31, 2025 consist of accrued audit fee, other professional fees and commission payables.
8. SHAREHOLDERS’ EQUITY
On
April 22, 2022, upon the incorporation of the Company, Liu Lu, subscribed to
On
26 July, 2023, the Company issued
On
July 25, 2024, the Board of Directors approved a
As
of January 31, 2026, the Company has
The
Company has
9. ASSETS AND LIABILITIES RECOGNIZED THROUGH COMMON CONTROL
On September 2, 2025, the Company completed the acquisition of GW Reader Holding and its wholly owned subsidiary Willing Read. As the Company and the Seller were under common control prior to the transaction, this acquisition is accounted for as a common-control transaction under ASC 805-50.
GW Reader was not acquired under common control. It was previously acquired by Willing Read on October 17, 2024, in a separate transaction accounted for under the purchase method. Accordingly, the assets and liabilities of GW Reader are not included in the common-control recognition amounts below.
In accordance with ASC 805-50, the Company recognized the assets and liabilities of GW Reader Holding and Willing Read at their carrying amounts in the financial statements of the transferring entity at the date of transfer. No goodwill, gain, or loss was recognized in connection with the common-control transaction. Any difference between the consideration transferred and the carrying amounts of the net assets received or liabilities assumed was recorded within equity.
| F-11 |
The following table summarizes the carrying amounts of assets and liabilities recognized through the common-control transfer (excluding GW Reader):
SCHEDULE OF ASSETS AND LIABILITIES RECOGNIZED
| Assets | ||||
| Investment in subsidiary | $ | |||
| Cash and cash equivalents | ||||
| Other current assets | ||||
| Total assets acquired | ||||
| Liability | ||||
| Due to related parties | $ | ( | ) | |
| Total liability assumed | ( | ) | ||
| Net liability recognized | $ | ( | ) | |
10. INCOME TAX
The loss from operation before income taxes of the Company for the six months ended January 31, 2026 and 2025 were comprised of the following:
SCHEDULE OF LOSS FROM OPERATION BEFORE INCOME TAX
| 2026 | 2025 | |||||||
For the six months ended January 31 | ||||||||
| 2026 | 2025 | |||||||
| Tax jurisdictions from: | ||||||||
| – Local | $ | ( | ) | $ | ( | ) | ||
| - Foreign, representing: | ||||||||
| Cayman Island | ( | ) | - | |||||
| Hong Kong | ( | ) | - | |||||
| Malaysia | ( | ) | - | |||||
| Malaysia | ( | ) | - | |||||
| 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 January 31, 2026,
the operations in the United States of America incurred $
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
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
| F-12 |
The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of January 31, 2026 and July 31, 2025:
SCHEDULE OF COMPONENTS OF AGGREGATE DEFERRED TAX ASSETS
| As of | As of | |||||||
| January 31, 2026 | July 31, 2025 | |||||||
| Deferred tax assets: | ||||||||
| Net operating loss carryforwards | ||||||||
| – United States of America | $ | $ | ||||||
| – Cayman Island | - | - | ||||||
| – Hong Kong | - | - | ||||||
| – Malaysia | - | |||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| 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 $
11. CONCENTRATIONS OF RISK
Customer Concentration
For
the three months ended January 31, 2026, 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
The
table below sets forth the customers who accounted for more than
SCHEDULE OF CONCENTRATION OF RISK
| For the three months ended January 31 | ||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Revenue | Percentage of Revenue | Accounts receivable | ||||||||||||||||||||||
| Customer A | $ | - | $ | - | % | % | $ | $ | - | |||||||||||||||
| Total | $ | - | $ | - | % | % | $ | $ | - | |||||||||||||||
For
the six months ended January 31, 2026, 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
The
table below sets forth the customers who accounted for more than
| For the six months ended January 31 | ||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Revenue | Percentage of Revenue |
Accounts receivable |
||||||||||||||||||||||
| Customer A | $ | - | $ | - | % | % | $ | $ | - | |||||||||||||||
| Total | $ | - | $ | - | % | % | $ | $ | - | |||||||||||||||
Supplier Concentration
For
the three months ended January 31, 2026, there was one supplier who accounted for
For
the three months ended January 31, 2025, there was one supplier who accounted for
| F-13 |
The
table below sets forth the suppliers who accounted for more than
| For the three months ended January 31 | ||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Cost of revenue | Percentage of Cost of revenue | Accounts payable | ||||||||||||||||||||||
| Vendor A | $ | $ | % | % | $ | - | $ | - | ||||||||||||||||
| Total | $ | $ | % | % | $ | - | $ | - | ||||||||||||||||
For
the six months ended January 31, 2026, there was one supplier who accounted for
For
the six months ended January 31, 2025, there was one supplier who accounted for
The
table below sets forth the suppliers who accounted for more than
| For the six months ended January 31 | ||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Cost of revenue | Percentage of Cost of revenue | Accounts payable | ||||||||||||||||||||||
| Vendor A | $ | $ | % | % | $ | - | $ | - | ||||||||||||||||
| Total | $ | $ | % | % | $ | - | $ | - | ||||||||||||||||
12. SEGMENT REPORTING
ASC
280 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
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.
SCHEDULE OF SEGMENT REPORTING
| By Business Unit | Apparel & Garment Trading Business | Digital Publishing Business | Total | |||||||||
For the Six Months Ended and As of January 31, 2026 | ||||||||||||
| By Business Unit | Apparel & Garment Trading Business | Digital Publishing Business | Total | |||||||||
| Revenue | $ | - | $ | - | $ | - | ||||||
| Cost of revenue | - | ( | ) | ( | ) | |||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ||||||
| Total assets | $ | $ | $ | |||||||||
| Capital expenditure | $ | - | $ | - | $ | - | ||||||
| F-14 |
| By Business Unit | Apparel & Garment Trading Business | Total | ||||||
For the Six Months Ended and As of January 31, 2025 | ||||||||
| By Business Unit | Apparel & Garment Trading Business | Total | ||||||
| Revenue | $ | $ | ||||||
| Cost of revenue | ( | ) | ( | ) | ||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Loss from operations | ( | ) | ( | ) | ||||
| Total assets | $ | $ | ||||||
| Capital expenditure | $ | - | $ | - | ||||
| By Country | China | Non-China | Total | |||||||||
For the Six Months Ended and As of January 31, 2026 | ||||||||||||
| By Country | China | Non-China | Total | |||||||||
| Revenue | $ | - | $ | - | $ | - | ||||||
| Cost of revenue | - | ( | ) | ( | ) | |||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ||||||
| Total assets | $ | $ | $ | |||||||||
| Capital expenditure | $ | - | $ | - | $ | - | ||||||
| By Country | China | Total | ||||||
For the Six Months Ended and As of January 31, 2025 | ||||||||
| By Country | China | Total | ||||||
| Revenue | $ | $ | ||||||
| Cost of revenue | ( | ) | ( | ) | ||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Loss from operations | ( | ) | ( | ) | ||||
| Total assets | $ | $ | ||||||
| Capital expenditure | $ | - | $ | - | ||||
13. SUBSEQUENT EVENTS
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
The
transaction will close by May 1, 2026. Upon closing of the transaction, the Purchaser will acquire approximately
The
aggregate purchase price for the acquisition was approximately $
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.
| F-15 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information contained in this quarter report on Form 10-Q is intended to update the information contained in our Form 10-K dated October 28, 2025, for the year ended July 31,2025 and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis” and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our financial statements and the notes to the financial statements included elsewhere in this Form 10-Q.
The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis” These statements are not guarantees of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarter report. You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors described in our Form S-1/A registration statement, filed on May 12, 2023, in the section entitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this quarter report on Form 10-Q. The following should also be read in conjunction with the unaudited Condensed Financial Statements and notes thereto that appear elsewhere in this report.
Company Overview
We, KEEMO Fashion Group Limited, a Nevada corporation (“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.
KEEMO Fashion Group Limited entered into a Share Purchase Agreement on May 26, 2025, to acquire 100% of GW Reader Holding Limited a Cayman Islands holding company. Through this acquisition, Keemo also obtained indirect ownership of its two subsidiaries: Willing Read Culture Technology Co., Limited in Hong Kong and GW Reader Sdn. Bhd. in Malaysia.
GW Reader Holding Limited and Willing Read Culture Technology Co., Limited are investment holding entities without operating activities. GW Reader Sdn. Bhd., incorporated in Malaysia, operates the Group’s content publishing business, focusing on the development and distribution of online novels and related digital content through mobile applications.
The acquisition was completed on September 2, 2025, and KEEMO Fashion Group Limited now holds full ownership of GW Reader Holding Limited and its subsidiaries.
| -3- |
Results of operations
Six and three months ended January 31, 2026 and 2025
Revenues
For six months ended January 31, 2026, the Company recorded revenue of less than $1 from its digital publishing business, and there were no sales from its apparel trading business.
For six months ended January 31, 2025, the Company has generated revenue of $9,957 from apparel & garment trading business.
For three months ended January 31, 2026, the Company recorded revenue of less than $1 from its digital publishing business, and there were no sales from its apparel trading business.
For three months ended January 31, 2025, the Company has generated revenue of $5,012 from apparel & garment trading business.
General and Administrative Expenses
For the six months ended January 31, 2026 and 2025, the Company had general and administrative expenses in the amount of $30,238 and $23,621. These were primarily comprised of audit fees, commission payables, and other professional fees.
For the three months ended January 31, 2026 and 2025, the Company had general and administrative expenses in the amount of $17,802 and $12,713. These were primarily comprised of audit fees, commission payables, and other professional fees.
Net Loss
For six months ended January 31, 2026 and 2025, the Company has incurred a net loss of $30,239 and $18,655.
For three months ended January 31, 2026 and 2025, the Company has incurred a net loss of $17,803 and $10,254.
Cash Balance
Our cash and cash equivalents are $22,696. Our cash balance is not sufficient to fund our limited levels of operations for any period of time. In order to continue our current business plan and in order to increase our current level of operations for the next twelve-month period, we require further funding.
Liquidity and Capital Resources
Cash (Used in)/Provided by Operating Activities
Net cash used in operating activities was $47,982 for the six months ended January 31, 2026. Cash used in operating activities was attributable to net loss from operation, decrease in other payables and accrued liabilities, deferred revenue and prepayment.
Net cash provided by operating activities was $2,454 for the six months ended January 31, 2025. Cash provided by operating activities was attributable to net loss from operation, decrease in inventory, other payables and accrued liabilities, contra by increase in prepayment and amount due to a director, Ms. Liu Lu.
Cash Provided by Investing Activity
For the six months ended January 31, 2026, the Company generated $29,687 in cash from acquisition of subsidiaries.
For the six months ended January 31, 2025 the Company did not generate nor used any cash in investing activities.
Cash Provided by Financing Activity
For the six months ended January 31, 2026, the Company generated $37,125 in cash from advances received from related parties.
For the six months ended January 31, 2025 the Company did not generate nor used any cash in financing activities.
| -4- |
Critical Accounting Policies
Recent 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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer, of the effectiveness of our disclosure controls and procedures as of January 31, 2026. Based on the evaluation of these disclosure controls and procedures, and in light of the material weaknesses found in our internal controls over financial reporting, our chief executive officer concluded that our disclosure controls and procedures were not effective. The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (i) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (ii) inadequate segregation of duties and effective risk assessment; and (iii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines. The aforementioned material weaknesses were identified by our chief executive officer in connection with the review of our financial statements as of January 31, 2026.
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Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The internal controls for the Company are provided by executive management’s review and approval of all transactions. Our internal control over financial reporting also includes those policies and procedures that:
| 1. | pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; | |
| 2. | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management; and | |
| 3. | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of January 31, 2026. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of these controls.
As of January 31, 2026, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013 and SEC guidance on conducting such assessments. Based on such evaluation, the Company’s management concluded that, during the period covered by this Report, our internal control over financial reporting were not effective due to the presence of material weaknesses.
Changes in Internal Control over Financial Reporting:
There were no changes in our internal control over financial reporting during the six months ended January 31, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are not subjected to nor engaged in any litigation, arbitration or claim of material importance, and no litigation, arbitration or claim of material importance is known to us to be pending or threatened by or against our Company that would have a material adverse effect on our Company’s results of operations or financial condition. Further, there are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest adverse to our Company.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
| 31.1 | Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer | |
| 32.1 | Section 1350 Certification of principal executive officer | |
| 101.INS | Inline XBRL Instance Document* | |
| 101.SCH | Inline XBRL Schema Document* | |
| 101.CAL | Inline XBRL Calculation Linkbase Document* | |
| 101.DEF | Inline XBRL Definition Linkbase Document* | |
| 101.LAB | Inline XBRL Label Linkbase Document* | |
| 101.PRE | Inline XBRL Presentation Linkbase Document* | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Keemo Fashion Group Limited | ||
| (Name of Registrant) | ||
| Date: March 16, 2026 | ||
| By: | /s/ LIU LU | |
| Liu Lu | ||
| Title: | Chief Executive Officer, President, Secretary, Treasurer, Director | |
| (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer) | ||
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