Nano Mobile Healthcare gets going-concern warning

Q: What were VNTH's revenue and net loss in 2025?

VNTH reported $0 revenue in both 2025 and 2024, with net losses of $4,043 and $6,803, respectively. At December 31, 2025, it was a holding company with no business operations.

Available on EDGAR 10/22/2026 - 06:01 AM EDT Accepted by SEC EDGAR 10/21/2026 - 06:11 PM EDT

Filing Impact

(Moderate)

Filing Sentiment

(Negative)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

Nano Mobile Healthcare, Inc. (VNTH) engaged AOGB CPA Limited as its independent registered public accounting firm. AOGB completed its audit of the 2025 and 2024 financial statements on October 20, 2026, and said they present fairly, in all material respects, under U.S. GAAP. Its report's explanatory paragraph states that operating losses and cash outflows, net current liabilities and net liabilities, and the need for additional funds raise substantial doubt about the company's ability to continue as a going concern. Management's plans are described in Note 3; the statements include no adjustments for this uncertainty.

At December 31, 2025, assets were $2,210, all cash and cash equivalents, and liabilities were $53,901, including $4,203 of short-term borrowings and a $49,698 non-interest-bearing convertible note. Stockholders' deficit was $51,691. Revenue was $0 in both 2025 and 2024; net losses were $4,043 and $6,803, respectively. The company was a holding company with no business operations at year-end. Subsequent events included Opportunity Zones Capital LLC's July 29, 2026 sale of 50,000,000 shares of Special 2021 Series A Preferred Stock to Mr. Cheng Chung Sing and a share exchange and acquisition agreement with Neptune Engineering (Marine) Limited, which remained uncompleted when the statements were issued.

1 point · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance works How Sentiment works

1 major · 2 points

How the balance works

Positive

Minor pointNet loss narrowed to $4,043 in 2025 from $6,803 in 2024.

Negative

Major pointAuditor cited substantial doubt about the company's ability to continue as a going concern.
Moderate pointNo revenue: $0 in 2025 and 2024; no operations at year-end.

Filing Explained

For the accountant-change disclosure, the board approved AOGB’s engagement on September 25, 2026; the company says it did not consult AOGB before then about specified accounting or audit-opinion matters, disagreements, or reportable events.

8-K Event Classification

3 items: 4.01, 8.01, 9.01

3 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Total assets: $2,210 Total liabilities: $53,901 Short-term borrowings: $4,203 +5 more

8 metrics

Total assets $2,210 As of December 31, 2025; entirely cash and cash equivalents

Total liabilities $53,901 As of December 31, 2025

Short-term borrowings $4,203 As of December 31, 2025

Convertible note $49,698 Non-interest-bearing; as of December 31, 2025

Stockholders' deficit $51,691 As of December 31, 2025

Revenue $0 Years ended December 31, 2025 and 2024

Net loss $4,043 (2025); $6,803 (2024) Years ended December 31

Preferred shares sold 50,000,000 shares Opportunity Zones Capital LLC sale to Mr. Cheng Chung Sing, completed July 29, 2026

Key Terms

going concern, non-interest-bearing convertible note, explanatory paragraph, net current liabilities

4 terms

going concern financial

"ability to continue as a going concern"

Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.

non-interest-bearing convertible note financial

"$49,698 non-interest-bearing convertible note"

explanatory paragraph financial

"report's explanatory paragraph states"

A short, focused block of text that explains a specific point, fact, or piece of data in a press release or report. It helps readers understand why a detail matters by linking facts to context—like a brief commentary that turns raw numbers or announcements into a clear takeaway—so investors can quickly grasp the significance without reading an entire document.

net current liabilities financial

"net current liabilities and net liabilities"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were VNTH's revenue and net loss in 2025?

VNTH reported $0 revenue in both 2025 and 2024, with net losses of $4,043 and $6,803, respectively. At December 31, 2025, it was a holding company with no business operations.

What did VNTH's auditor say about its ability to continue as a going concern?

AOGB's report said operating losses and cash outflows, net current liabilities and a net liabilities financial position, and the need to raise additional funds raised substantial doubt about VNTH's ability to continue as a going concern. Management's plans are described in Note 3; the statements include no adjustments that might result from the outcome of this uncertainty.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934



Date of Report (Date of earliest event reported):	October 20, 2026

NANO MOBILE HEALTHCARE, INC.

(Exact name of registrant as specified in its charter)

Nevada	File Number: 000-55155	98-0659770
(State of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Room 306, 3/F., Kwong Kin Trade Centre No. 5 Kin Fat Street, Tuen Mun, HK

(Address of principal executive offices) (Zip Code)

(424) 358-1046

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Emerging growth company [X]

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. [X]

Securities registered pursuant to Section l 2(b) of the Act:

Title of each class Trading

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value of

$0.00001

VNTH

OTCMKTS

Item 4.01. Changes in Registrant’s Certifying Accountant.

On September 25, 2026, the Board of Directors of Nano Mobile Healthcare, Inc. (the “Company”) approved the engagement of AOGB CPA Limited (“AOGB”), Hong Kong, an independent registered public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the “PCAOB”) (PCAOB ID No. 7020), as the Company’s independent registered public accounting firm.

During the Company’s two most recent fiscal years and any subsequent interim period prior to the engagement of AOGB, neither the Company nor anyone acting on its behalf consulted AOGB regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that AOGB concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

Item 8.01. Other Events.

Completion of Audit by PCAOB-Registered Independent Auditor

On October 20, 2026, AOGB CPA Limited (“AOGB”), Hong Kong, an independent registered public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the “PCAOB”) (PCAOB ID No. 7020), completed its audit of the financial statements of Nano Mobile Healthcare, Inc. (the “Company”) and issued its Report of Independent Registered Public Accounting Firm dated October 20, 2026.

The audited financial statements consist of the Company’s balance sheets as of December 31, 2025 and 2024, and the related statements of operations and comprehensive loss, stockholders’ deficit and cash flows for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively, the “Financial Statements”). AOGB conducted its audits in accordance with the standards of the PCAOB.

In its report, AOGB expressed its opinion that the Financial Statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Explanatory Paragraph

AOGB’s report includes an explanatory paragraph stating that the Company’s continuing operating losses and cash outflows from operating activities, its net current liabilities and net liabilities financial position, and its need to raise additional funds to meet its obligations raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding these matters are described in Note 3 to the Financial Statements. The Financial Statements do not include any adjustments that might result from the outcome of this uncertainty. The Company was not required to have, and AOGB was not engaged to perform, an audit of the Company’s internal control over financial reporting.

Summary of Audited Financial Information

As reflected in the Financial Statements, as of December 31, 2025, the Company had total assets of $2,210, consisting entirely of cash and cash equivalents; total liabilities of $53,901, consisting of $4,203 of short-term borrowings and a $49,698 non-interest-bearing convertible note; and a total stockholders’ deficit of $51,691. The Company generated no revenue during the years ended December 31, 2025 and 2024, and reported net losses of $4,043 and $6,803, respectively. As of December 31, 2025, the Company was a holding company with no business operations.

The notes to the Financial Statements also describe events occurring after December 31, 2025, including (i) the assignment of the Company’s outstanding convertible indebtedness to successive new holders and the related reissuance of the convertible note; (ii) the completion, on July 29, 2026, of the sale by Opportunity Zones Capital LLC, the Company’s former controlling shareholder, of 50,000,000 shares of the Company’s Special 2021 Series A Preferred Stock to Mr. Cheng Chung Sing; and (iii) the Company’s entry into a share exchange and acquisition agreement with Neptune Engineering (Marine) Limited, a Hong Kong company, which had not been completed as of the date the Financial Statements were issued.

Periodic Reporting

The completion of the audit is an important step toward the Company becoming current in its periodic reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

A copy of the Financial Statements, including the Report of Independent Registered Public Accounting Firm, is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing summary does not purport to be complete and is qualified in its entirety by reference to Exhibit 99.1.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, including statements regarding the Company’s intention to file its Annual Report on Form 10-K, become current in its reporting obligations, obtain additional financing and complete the proposed acquisition of Neptune Engineering (Marine) Limited. Words such as “intends,” “expects,” “plans,” “will” and similar expressions identify forward-looking statements. These statements are based on management’s current expectations and are subject to risks and uncertainties, including the Company’s ability to continue as a going concern, that could cause actual results to differ materially. The Company undertakes no obligation to update any forward-looking statement, except as required by law.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.

99.1

Audited Financial Statements of Nano Mobile Healthcare, Inc. as of and for the years ended December 31, 2025 and 2024, including the Report of Independent Registered Public Accounting Firm of AOGB CPA Limited dated October 20, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

NANO MOBILE HEALTHCARE, INC

Dated:

October 21, 2026

By:

/s/ Roy Watson

Roy Watson

President

Exhibit 99.1