UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~June~~December 3031, 2024

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

For the transition period from_________to_________

Commission File No. 333-271858

DFP HOLDINGS LIMITED

(Exact name of registrant as specified in its charter)

Nevada

32-0672927

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

1/F., No. 22, Lane 50, Section 3, Nangang Road

Nangang District, Taipei City 115607

Taiwan

(Address of principal executive offices, zip code)

Tel: (886) 2 8772 2001

(Registrant’s telephone number, including area code)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Yes ☐ No ☒

Indicate by check mark whether the issuer (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 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

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 ☐ 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. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act 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. Yes ☒. No ☐

APPLICABLE ONLY TO CORPORATE ISSUERS

There is no public trading market for the shares of Common Stock of DFP Holdings Limited. As a result, the aggregate market value of the common units held by non-affiliates of DFP Holdings Limited cannot be determined.

As of ~~August~~February 914, ~~2024~~2025, there were 216,779,700 shares of Common Stock, $0.0001 par value per share, outstanding.

DFP HOLDINGS LIMITED

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED ~~JUNE~~DECEMBER 3031, 2024

INDEX

			Page
Part I. Financial Information			4
	Item 1.	Financial Statements	4
		Condensed Consolidated Balance Sheets as of June 30, 2024 (Unaudited) and September 30, 2023	4
		Condensed Consolidated Balance Sheets as of December 31, 2024 (Unaudited) and September 30, 2024	4
		Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) – Three and nine months ended June 30, 2024 and 2023	5
		Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) – Three months ended December 31, 2024 and 2023	5
		Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) - Three and nine months ended June 30, 2024 and 2023	6
		Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) – Three months ended December 31, 2024 and 2023	6
		Condensed Consolidated Statements of Cash Flows (Unaudited) - Nine months ended June 30, 2024 and 2023	7
		Condensed Consolidated Statements of Cash Flows (Unaudited) - Three months ended December 31, 2024 and 2023	7
		Notes to Condensed Consolidated Financial Statements (Unaudited) - Three and Nine months ended June 30, 2024 and 2023	8
		Notes to Condensed Consolidated Financial Statements (Unaudited) - Three months ended December 31, 2024 and 2023	8
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1314
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	15
	Item 4.	Controls and Procedures	16
Part II. Other Information			17
	Item 1.	Legal Proceedings	17
	Item 1A.	Risk Factors	17
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	17
	Item 3.	Defaults Upon Senior Securities	17
	Item 4.	Mine Safety Disclosures	17
	Item 5.	Other Information	17
	Item 6.	Exhibits	18
Signatures			19

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q of DFP Holdings Limited, a Nevada corporation (the “Company”), contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results.

Our management has included projections and estimates in this Form 10-Q, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions, and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward - looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

PART I – FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements.

DFP HOLDINGS LIMITED

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF ~~JUNE~~DECEMBER 3031, 2024 (UNAUDITED) AND SEPTEMBER 30, ~~2023~~2024

(Expressed in U.S. Dollars)

	June 30, 2024			September 30, 2023
	As of December 31, 2024			As of September 30, 2024
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	21,~~138~~933,~~243~~410		$	~~763~~1,~~591~~888,361
Other current assets-deposits		102,141			15,095
Restricted cash		45,811			47,303
Prepaid expenses-related party		10,101			25,357
Inventories		5,747			-
Total current assets		2,250,485			804,043
Prepaid expenses and other current assets		27,308			26,199
Prepaid expenses-related party		11,965			30,397
Total current assets		2,024,241			1,992,260
Non-current assets:
Property and equipment, net		6178,~~886~~433			1262,~~767~~051
TOTAL ASSETS	$	2,312,371		$	816,810
Operating lease right-of-use asset		189,225			214,063
Lease deposits		13,438			13,875
Total non-current assets		281,096			289,989
TOTAL ASSETS	$	2,305,337		$	2,282,249
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	7992,~~275~~752		$	7376,~~325~~098
Deferred revenue		~~131~~111,~~876~~444			28146,~~698~~483
Due to officer		15,~~685~~443			42,~~257~~666
Total liabilities		212,836			106,280
Income tax payable		45,802			-
Operating lease liability – current portion		73,845			75,631
Total current liabilities		329,286			300,878
Non-current liabilities:
Operating lease liability – non-current portion		115,380			138,432
Total non-current liabilities		115,380			138,432
TOTAL LIABILITIES		444,666			439,310
COMMITMENTS AND CONTINGENCIES		-			-
Stockholders’ equity:
Preferred Stock, $0.0001 par value; 200,000,000 shares authorized; no shares issued and outstanding		-			-
Common Stock, $0.0001 par value; 600,000,000 shares authorized; 216,779,700 and 213,855,500 shares issued and outstanding at June 30, 2024 and September 30, 2023, respectively		21,678			21,386
Common Stock, $0.0001 par value; 600,000,000 shares authorized; 216,779,700 shares issued and outstanding at December 31, 2024 and September 30, 2024, respectively		21,678			21,678
Additional paid in capital		3,610,522			23,~~148~~610,~~714~~522
Accumulated other comprehensive loss		(1419,~~265~~873	)		(127,~~561~~855	)
Accumulated deficit		(1,~~518~~751,~~400~~656	)		(1,~~447~~781,~~009~~406	)
Total stockholders’ equity		21,~~099~~860,~~535~~671			~~710~~1,~~530~~842,939
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,~~312~~305,~~371~~337		$	~~816~~2,~~810~~282,249

See accompanying notes to the condensed consolidated financial statements.

DFP HOLDINGS LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME (LOSS)

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~JUNE~~DECEMBER 3031, 2024 AND 2023

(Expressed in U.S. Dollars)

(Unaudited)

	2024			2023			2024			2023
	Three months ended December 31,
	Three months ended June 30,						Nine months ended June 30,
	2024			2023
	2024			2023			2024			2023
Revenues	$	442,777		$	279,022
REVENUES:
OPERATING COSTS AND EXPENSES:
Service revenues	$	439,266		$	272,461		$	968,941		$	765,866
Cost of revenues		122,932			118,451
OPERATING COSTS AND EXPENSES:
General and administrative expenses		238,007			169,725
Cost of service revenues		45,891			54,823			115,071			155,643
General and administrative expenses-related party		17,613			15,401
General and administrative expense		338,170			232,748			873,054			585,962
Total operating costs and expenses		378,552			303,577
General and administrative expense-related party		15,146			15,558			45,926			246,708
INCOME (LOSS) FROM OPERATIONS		64,225			(24,555	)
Impairment of prepaid application development fee-related party		-			-			-			450,000
OTHER INCOME:
Total operating costs and expenses		399,207			303,129			1,034,051			1,438,313
Interest income		11,821			5,181
INCOME (LOSS) FROM OPERATIONS		40,059			(30,668	)		(65,110	)		(672,447	)
NET INCOME (LOSS) BEFORE INCOME TAXES		76,046			(19,374	)
OTHER INCOME:
Income taxes		(46,296	)		-
Interest income		12,813			4,256			17,994			7,722
NET INCOME (LOSS)		29,750			(19,374	)
INCOME (LOSS) BEFPRE INCOME TAX		52,872			(26,412	)		(47,116	)		(664,725	)
Other comprehensive (loss) income:
Income taxes		(24,275	)		(22,944	)		(24,275	)		(22,944	)
-Foreign currency translation (loss) gain		(12,018	)		12,043
NET INCOME (LOSS)		28,597			(49,356	)		(71,391	)		(687,669	)
COMPREHENSIVE INCOME (LOSS)	$	17,732		$	(7,331	)
Other comprehensive (loss) income:
NET INCOME (LOSS) PER SHARE-basic and diluted	$	0.00		$	(0.00	)
-Foreign currency translation (loss) income		(4,732	)		(2,311	)		(1,704	)		925
WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING-basic and diluted		216,779,770			214,350,095
COMPREHENSIVE INCOME (LOSS)	$	23,865		$	(51,667	)	$	(73,095	)	$	(686,744	)
NET INCOME (LOSS) PER SHARE	$	0.00		$	(0.00	)	$	(0.00	)	$	(0.00	)
WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING		216,779,700			213,855,500			215,714,209			213,855,500

See accompanying notes to the condensed consolidated financial statements.

DFP HOLDINGS LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~JUNE~~DECEMBER 3031, 2024 AND 2023

(Expressed in U.S. Dollars)

Three months ended ~~June~~December 3031, 2024 (Unaudited)

	Number of Shares		Amount		Paid-in Capital		Comprehensive Loss			Accumulated Deficit			Stockholders’ Equity
	Common Stock				Additional		Accumulated Other						Total
	Number of Shares		Amount		Paid-in Capital		Comprehensive Loss			Accumulated Deficit			Stockholders’ Equity
Balance as of March 31, 2024 (Unaudited)		216,779,700	$	21,678	$	3,610,522	$	(9,533	)	$	(1,546,997	)	$	2,075,670
Balance as of September 30,2024		216,779,700	$	21,678	$	3,610,522	$	(7,855	)	$	(1,781,406	)	$	1,842,939
Foreign currency translation		-		-		-		(412,~~732~~018	)		-			(412,~~732~~018	)
Net income		-		-		-		-			2829,~~597~~750			2829,~~597~~750
Balance as of June 30, 2024 (Unaudited)		216,779,700	$	21,678	$	3,610,522	$	(14,265	)	$	(1,518,400	)	$	2,099,535
Balance as of December 31, 2024 (Unaudited)		216,779,700	$	21,678	$	3,610,522	$	(19,873	)	$	(1,751,656	)	$	1,860,671

~~Nine~~Three months ended ~~June~~December 3031, ~~2024~~2023 (Unaudited)

	Common Stock				Additional		Accumulated Other						Total
	Number of Shares		Amount		Paid-in Capital		Comprehensive Loss			Accumulated Deficit			Stockholders’ Equity
Balance as of September 30, 2023		213,855,500	$	21,386	$	2,148,714	$	(12,561	)	$	(1,447,009	)	$	710,530
Balance as of September 30,2023		213,855,500	$	21,386	$	2,148,714	$	(12,561	)	$	(1,447,009	)	$	710,530
Common Stock issued for cash		2,924,200		292		1,461,808		-			-			1,462,100
Balance		213,855,500	$	21,386	$	2,148,714	$	(12,561	)	$	(1,447,009	)	$	710,530
Foreign currency translation		-		-		-		(1,704	)		-			(1,704	)
Common Stock issued for cash		1,437,400		143		718,557		-			-			718,700
Net loss		-		-		-		-			(71,391	)		(71,391	)
Foreign currency translation		-		-		-		12,043			-			12,043
Balance as of June 30, 2024 (Unaudited)		216,779,700	$	21,678	$	3,610,522	$	(14,265	)	$	(1,518,400	)	$	2,099,535
Net loss		-		-		-		-			(19,374	)		(19,374	)
Net income (loss)		-		-		-		-			(19,374	)		(19,374	)
Balance as of December 31, 2023 (Unaudited)		213,855,500	$	21,529	$	2,867,271	$	(518	)	$	(1,466,383	)	$	1,421,899
Balance		213,855,500	$	21,529	$	2,867,271	$	(518	)	$	(1,466,383	)	$	1,421,899

Three months ended June 30, 2023 (Unaudited)

	Common Stock				Additional		Accumulated Other						Total
	Number of Shares		Amount		Paid-in Capital		Comprehensive Loss			Accumulated Deficit			Stockholders’ Equity
Balance as of March 31, 2023 (Unaudited)		213,855,500	$	21,386	$	2,148,714	$	(1,379	)	$	(1,370,990	)	$	797,731
Foreign currency translation		-		-		-		(2,311	)		-			(2,311	)
Net loss		-		-		-		-			(49,356	)		(49,356	)
Balance as of June 30, 2023 (Unaudited)		213,855,500	$	21,386	$	2,148,714	$	(3,690	)	$	(1,420,346	)	$	746,064

Nine months ended June 30, 2023 (Unaudited)

	Common Stock				Additional		Accumulated Other						Total
	Number of Shares		Amount		Paid-in Capital		Comprehensive Loss			Accumulated Deficit			Stockholders’ Equity
Balance as of September 30, 2022		213,855,500	$	21,386	$	2,148,714	$	(4,615	)	$	(732,677	)	$	1,432,808
Balance		213,855,500	$	21,386	$	2,148,714	$	(4,615	)	$	(732,677	)	$	1,432,808
Foreign currency translation		-		-		-		925			-			925
Net loss		-		-		-		-			(687,669	)		(687,669	)
Net Income (loss)		-		-		-		-			(687,669	)		(687,669	)
Balance as of June 30, 2023 (Unaudited)		213,855,500	$	21,386	$	2,148,714	$	(3,690	)	$	(1,420,346	)	$	746,064
Balance		213,855,500	$	21,386	$	2,148,714	$	(3,690	)	$	(1,420,346	)	$	746,064

See accompanying notes to the condensed consolidated financial statements.

DFP HOLDINGS LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE ~~NINE~~THREE MONTHS ENDED ~~JUNE~~DECEMBER 3031, 2024 AND 2023

(Expressed in U.S. Dollars)

(Unaudited)

	Three months ended December 31,
	2024			2023
	Nine months ended June 30,
	2024			2023
Cash flows from operating activities:
Net loss	$	(71,391	)	$	(687,669	)
Net income (loss)	$	29,750		$	(19,374	)
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation		4,~~234~~984			~~1,767~~986
Impairment of prepaid application development fee-related party		-			450,000
Changes in operating assets and liabilities:					-
Changes in operating assets and liabilities:
Inventories		(5,747	)		-
Other current assets-deposits		(87,046	)		6,370
Prepaid expenses and other current assets		(1,109	)		(6,790	)
Prepaid expenses-related party		1518,~~256~~432			~~(107~~14,952	)
Accounts payable and accrued liabilities		5,950			14,921
Decrease in right-of-use asset		24,838
Deferred revenue		103,178			26,877
Accounts payable and accrued liabilities		16,654			13,475
Net cash used in operating activities		(29,819	)		(187,841	)
Deferred revenue		(35,039	)		3,259
Operating lease liability		(24,838	)		-
Income tax payable		45,802			-
Net cash provided by operating activities		73,727			6,508
Cash flows from investing activities:
Prepaid application development fee-related party		-			(450,000	)
Purchase of property and equipment		(23,684	)		-
Purchase of property and equipment		(50,607	)		(14,958	)
Net cash used in investing activities		(23,684	)		-
Net cash used in investing activities		(50,607	)		(464,958	)
Cash flows from financing activities:
Proceeds from sales of common stock		1,462,100			-
Proceeds from sale of common stock		-			718,700
Repayment to officer		(2,572	)		(13,042	)
Advances from (repayment to) officer		2,777			(2,558	)
Net cash provided by (used in) financing activities		1,459,528			(13,042	)
Net cash provided by financing activities		2,777			716,142
Effect of exchange rate changes in cash and cash equivalents		(49,~~450~~263	)		~~908~~11,419
NET CHANGE IN CASH AND CASH EQUIVALENTS		1,374,652			(664,933	)
Net increase in cash, cash equivalents, and restricted cash		43,557			734,069
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		763,591			1,461,506
Cash, cash equivalents, and restricted cash, beginning of year		1,935,664			763,591
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	2,138,243		$	796,573
Cash, cash equivalents and restricted cash, end of year	$	1,979,221		$	1,497,660
Supplemental information
Supplemental disclosure of cash flow information:
Income taxes paid	$	2423,~~209~~831		$	~~22,944~~-
Noncash investing and financing activities:
Right-of-use asset and lease liability recorded for new leases	$	-		$	-

See accompanying notes to the condensed consolidated financial statements.

DFP HOLDINGS LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~JUNE~~DECEMBER 3031, 2024 AND 2023

(Expressed in U.S. Dollars)

(Unaudited)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of business

DFP Holdings Limited, a Nevada corporation (the “Company”), was incorporated in the State of Nevada on December 8, 2021. The Company provides online and offline educational services in Taiwan. The Company has a September 30 fiscal year end.

On March 8, 2022, the Company’s wholly owned subsidiary, DFP Holdings Limited, was formed in Seychelles (~~the~~ “~~Seychelles~~DFP ~~Company~~Seychelles”). ~~The~~ DFP Seychelles ~~Company~~ is an intermediate holding company, and operates business through its wholly owned subsidiary, DFP Holdings Limited, a company incorporated in Taiwan (~~the~~ “~~Taiwan~~DFP ~~Company~~Taiwan”).

On May 24, 2022, the Company acquired 100% of Tide Holdings Limited (“TIDE”), a company incorporated in Seychelles from Mr. Hsu Shou Hung, the CEO of the Company, for $1.

Going concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the ~~settlement~~ settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, the ~~for~~Company ~~the~~has ~~nine~~an ~~months ended~~accumulated ~~June~~deficit ~~30,~~of ~~2024~~$1,751,656 as ~~the~~of ~~Company~~December ~~incurred~~31, a2024. ~~net~~To ~~loss~~date, ofthe ~~$71,391~~operations ~~and~~have ~~used~~been ~~cash~~primarily infinanced ~~operations~~through the issuance of ~~$29,819~~common stock. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that these financial statements are issued. The Company’s independent registered public accounting firm, in its report on the Company’s consolidated financial statements for the year ended September 30, ~~2023~~2024, has also expressed substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

Management estimates that the current funds on hand will be sufficient to continue operations through the next six months. The Company’s ability to continue as a going concern is dependent upon its ability to continue to implement its business plan to increase its customer base and realize increased revenues. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.

Risks & uncertainties resulting from inflation, COVID-19, and geopolitical instability

As a result of the COVID-19 pandemic and actions taken to slow its spread, the ongoing military conflict between Russia and Ukraine, and other geopolitical and macroeconomic factors beyond our control, the global credit and financial markets have experienced extreme volatility, including diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates and uncertainty about economic stability.

If equity and credit markets deteriorate, it may affect our ability to raise equity capital, borrow on our existing facilities, access our existing cash, or make any additional necessary debt or equity financing more difficult to obtain, more costly and/or more dilutive.

Basis of presentation

The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Tide Holdings Limited (TIDE), DFP Holdings Limited (~~Seychelles) (the~~ “~~Seychelles~~DFP ~~Company~~Seychelles”), and DFP Holdings Limited (Taiwan) (~~the~~ “DFP Taiwan ~~Company~~”). Intercompany accounts and transactions have been eliminated in consolidation.

Use of estimates

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

Revenue recognition

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

The Company’s revenue primarily consists of revenue from ~~providing~~delivering online and ~~offline~~in-person ~~educational~~media ~~services~~and ~~(“service~~leadership ~~revenue”).~~training ~~Revenue~~courses. Revenue is recognized in the period in which the services are delivered, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The Company ~~offers~~also norecognizes ~~discounts, rebates, rights of return, or other allowances to clients which would result in the establishment of reserves against service~~ revenue. ~~Additionally,~~from tosubscription ~~date,~~services ~~the~~for ~~Company has not incurred incremental~~media ~~costs~~and inleadership ~~obtaining~~training aratably ~~client contract. The Company recognizes revenue from subscription services rateably~~ over the subscription period. The Company recognizes deferred revenue at each period end for contracts that have been paid but which the related service has not been performed or delivered. The Company offers no discounts, rebates, rights of return, or other allowances to clients which would result in the establishment of reserves against service revenue.

The Company also generates revenue from a monthly subscription service, which provides customers in Taiwan with an account that enables access and connectivity to the Malaysian TikTok platform. Subscribers pay a recurring monthly fee for continued access to the service. The Company recognizes revenue from subscription services ratably over the subscription period. Subscription contracts automatically renew each month unless the subscriber provides advance notice of cancellation for the following period.

Beginning in the current fiscal quarter ended December 31, 2024, the Company began recording sales of products though the Company’s mobile application. Revenue and costs of sales are recognized when control of the products transfers to the Company’s customer, which generally occurs upon shipment of the purchased products.

The following table provides information about disaggregated revenue:

SCHEDULE OF DISAGGREGATED REVENUE

	2024		2023
	As of and for the three months ended December 31,
	2024		2023
Media and leadership training revenues	$	438,711	$	279,022
Subscription revenues		3,763		-
Products sale revenues		303		-
Total revenue	$	442,777	$	279,022
Revenue	$	442,777	$	279,022

Cost of revenue

Cost of service revenue primarily consists of commissions, advertising and promotion fee, ~~and~~ facility rentals directly attributable to the courses ~~services~~ rendered, and cost of products.

SCHEDULE OF COST OF SERVICE REVENUE

	2024		2023
	As of and for the three months ended December 31,
	2024		2023
Commissions	$	94,796	$	69,411
Advertising		7,493		30,208
Rental of instructional facilities		14,905		13,834
Other		5,738		4,998
Total cost of revenue	$	122,932	$	118,451
Cost of revenue	$	122,932	$	118,451

Cash, ~~and~~ cash equivalents and restricted cash

Cash equivalents include demand deposits placed with banks or other financial institutions and all highly liquid investments with original maturities at purchase of three months or less, including money market funds.

SCHEDULE OF CASH AND CASH EQUIVALENTS

	As of June 30, 2024		As of September 30, 2023
	As of December 31, 2024		As of September 30, 2024
	(Unaudited)
Cash and cash equivalents
Denominated in United States Dollars	$	1,~~871~~503,~~022~~291	$	~~480~~1,~~406~~531,438
Denominated in New Taiwan Dollars		~~267~~430,~~221~~119		~~283~~356,~~185~~923
Cash and cash equivalents	$	21,~~138~~933,~~243~~410	$	~~763~~1,~~591~~888,361
Restricted cash		45,811		47,303
Cash, cash equivalents and restricted cash	$	1,979,221	$	1,935,664

Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash. As of ~~June~~December 3031, 2024, substantially all the Company’s cash was held by two major financial institutions located in Taiwan, which management believes is of high credit quality. At ~~June~~December 3031, 2024, none of the Company’s cash accounts are insured by the U.S. Federal Deposit Insurance Corporation (the “FDIC”).

Restricted Cash

Restricted cash represents accounts designated as collateral required by the bank. Since our course fees are usually paid by our customers using credit card transactions, banks are concerned about potential chargebacks from our customers. The Company includes restricted cash along with the cash and cash equivalents balance for presentation in the consolidated statements of cash flows.

Inventories

During the current fiscal quarter ended December 31, 2024, the Company began purchasing finished goods merchandise for sale and has recorded that merchandise as inventory. The inventory is stated at the lower of cost or net realizable value. For the three months ended December 31, 2024, there were no write-downs of inventory.

Income taxes

The Company accounts for income taxes using an asset and liability approach which allows for the recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain.

The Company conducts its business in Taiwan and is subject to tax in Taiwan jurisdictions. As a result of its business activities, the Company will file tax returns that are subject to examination by the Taiwan tax authority. The Company’s deferred tax assets relate to the Company’s net operating losses in the U.S. and net operating losses and temporary differences between accounting basis and tax basis for its Taiwan-based subsidiaries which are subject to corporate income tax in Taiwan.

Fair value measurements

The Company follows the guidance of ASC 820-10, “Fair Value Measurements and Disclosures”, with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

Level 1: Observable inputs such as quoted prices in active markets;

Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The Company believes the carrying amount reported in the balance sheet for cash and cash equivalents, prepaid expenses, accounts payable and accrued liabilities, deferred revenue and due to officer, approximate their fair values because of the short-term nature of these financial instruments.

Foreign currency translation

The reporting currency of the Company is the United States Dollars (“US$”) and the accompanying consolidated financial statements have been expressed in US$. In addition, the Company’s operating subsidiary maintains its books and records in its functional currency, New Taiwan Dollars (“NT$”).

In general, for consolidation purposes, assets and liabilities of the Company’s subsidiaries whose functional currency is not the US$, are translated into US$ 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 a foreign subsidiary are recorded as a separate component of accumulated other comprehensive income or loss within stockholders’ equity.

Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods:

	2024		2023
	As of and for the nine months ended June 30,
	As of and for the three months ended December 31,
	2024		2023
Period-end NT$ : US$1 exchange rate		32.5474		3130.1671
Period-average NT$ : US$1 exchange rate		3132.8939		3031.8651

Net income (loss) per share

The Company calculates net income (loss) per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income (loss) per share is computed by dividing the net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted income (loss) per share is computed similar to basic income (loss) 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.

At ~~June~~December 3031, 2024 ~~and September 30, 2023,~~ the Company has no potentially dilutive securities, such as options or warrants, outstanding.

Segment information

Operating segments are components of an enterprise for which separate financial information is available and are evaluated regularly by the Company’s chief operating decision maker in deciding how to allocate resources and assessing performance. The Company’s chief operating decision maker is its Chief Executive Officer. The Company’s Chief Executive Officer views the Company’s operations and manages its business in one operating segment, which is conducting business as an educational service company.

Concentrations

For the three ~~and nine~~ months ended ~~June~~December 3031, 2024 and 2023, no customer accounted for 10% or more of the Company’s revenue.

For the three ~~and nine~~ months ended ~~June~~December 3031, 2024, ~~and for the three months ended June 30, 2023,~~ no service provider accounted for 10% or more of the Company’s operating costs and expenses., while ~~For~~for the ~~nine~~three months ended ~~June~~December 3031, 2023, ~~one~~no service provider, ~~a related party,~~ accounted for 1710% or more of the Company’s operating costs and expenses.

Segments

Our Chief Executive Officer (“CEO”) is our chief operating decision maker (“CODM”). Our CEO evaluates performance and makes operating decisions about allocating resources based on financial data presented on a consolidated basis. Because our CODM evaluates financial performance on a consolidated basis, we have determined that we operate as a single reportable segment composed of the consolidated financial results of DFP Holdings, Limited.

Our CODM uses consolidated net income (loss) as the sole measure of segment profit or loss. Significant segment expenses include salaries and related, commissions, and operating expenses (see Note 5).

Reclassification

In presenting the Company’s consolidated statement of operations and comprehensive income (loss) for the three months ending December 31, 2023, the Company presented $69,411 of commission expense as part of General and administrative expense. In presenting the Company’s consolidated statement of operations and comprehensive loss for the three months ending December 31, 2024, the Company has reclassified the $69,411 to Cost of revenues in the accompanying consolidated statement of operations and comprehensive loss for the three months ending December 31, 2023.

Recent accounting pronouncements

In ~~August~~ ~~2020~~November 2024, the Financial Accounting Standards Board (FASB) issued ASU ~~2020~~No. 2024-0603, ~~Debt~~Income –Statement—Reporting ~~Debt~~Comprehensive ~~with~~Income—Expense ~~Conversion~~Disaggregation Disclosures ~~and Other Options~~ (Subtopic ~~470~~220-2040): ~~and~~Disaggregation ~~Derivatives~~of ~~and~~Income ~~Hedging –~~Statement ~~Contracts~~Expenses inwhich ~~Entity’s~~includes ~~Own~~amendments ~~Equity~~that ~~(Subtopic~~require ~~815-40).~~disclosure ~~This~~in ~~ASU~~the ~~reduces~~notes to ~~the~~financial ~~number~~statements of ~~accounting~~specified ~~models~~information ~~for~~about ~~convertible~~certain ~~debt instruments~~costs and ~~convertible~~expenses, ~~preferred~~including ~~stock~~purchases ~~and~~of ~~amends~~inventory; ~~the~~employee ~~guidance~~compensation; and ~~for~~depreciation, ~~the~~amortization ~~derivatives~~and ~~scope~~depletion ~~exception~~expenses for ~~contracts~~each incaption anon ~~entity’s own~~the ~~equity~~income tostatement ~~reduce~~where ~~form-over-substance-based~~such ~~accounting~~expenses ~~conclusions~~are included. ~~In addition, this ASU improves and amends the related earnings~~The ~~per~~amendments ~~share~~are ~~guidance. This standard becomes~~ effective for the Company’s ~~beginning~~annual onperiods ~~October~~beginning January 1, ~~2024.~~2027, ~~Adoption~~with isearly ~~either~~adoption apermitted, ~~modified~~and ~~retrospective~~should ~~method~~be orapplied aeither ~~fully~~prospectively ~~retrospective~~or ~~method of transition~~retrospectively. The Company ~~adopted~~is ~~this~~in ~~guidance effective October 1, 2023, and~~ the ~~adoption~~process of ~~this~~ ~~standard~~evaluating ~~did~~this ~~not~~ASU ~~have~~to adetermine ~~material~~its impact on ~~its~~the Company’s ~~consolidated financial statements~~disclosures.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure.” The amendments expand a public entity’s segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker, requiring other new disclosures, and requiring enhanced interim disclosures. ASU 2023-07 requires public entities with a single reportable segment to provide all the disclosures required by this standard and all existing segment disclosures in Topic 280 on an interim and annual basis. ASU 2023-07 is effective for annual periods beginning after December 15, 2023, and interim periods beginning after December 15, 2024, applied retrospectively with early adoption permitted. The Company adopted ASU 2023-07 on October 1, 2024, for the 2025 annual and interim periods on a retrospective basis. This ASU results in the Company including the additional required disclosures. Refer to Note 5 for more information.

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 financial statements.

~~Other~~NOTE ~~recent~~2 ~~accounting~~– ~~pronouncements~~OPERATING issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.LEASES

~~NOTE~~Prior to July 1, 2024, the Company rented office space under a short-term lease with a term of 12 months at a monthly rental of approximately $2,750 (NT$88,000) per month. On July 1, 2024, the Company, through its wholly owned subsidiary DFP Holdings Limited (Taiwan), entered into two new operating leases for the rental of two offices with lease terms of three years each. The aggregate monthly lease payments are approximately $7,000 (NT $220,000) per month, with aggregate commitment of approximately $242,000 (NT$7,731,000). In relation to the two new leases, the Company recognized an operating lease right-of-use ~~STOCKHOLDERS’~~asset ~~EQUITY~~and related operating lease liability of $232,589 (NT$7,356,000) upon commencement of the new leases.

~~During~~The ~~the~~components ~~period from November 1, 2023, to March 5, 2024, the Company sold 2,924,200 shares~~ of ~~its~~rent ~~Common~~expense ~~Stock,~~and ~~par~~supplemental ~~value~~cash ~~$0.0001~~flow ~~per~~information ~~share,~~ related to 77leases ~~shareholders~~ for ~~total proceeds of $1,462,100, or $0.50 per share. For~~ the ~~nine~~period ~~months~~are ~~ended~~as ~~June 30, 2023, the Company did not issue any shares of Common Stock.~~follows:

As SCHEDULE ofOF ~~June~~SUPPLEMENTAL ~~30,~~CASH ~~2024,~~FLOW ~~the Company has 216,779,700 shares of Common Stock issued and outstanding.~~INFORMATION

NOTE 3 - RELATED PARTY TRANSACTIONS

	2024			2023
	For the three months ended December 31,
	2024			2023
Lease Cost

Operating lease cost	$	20,163		$	-

Other Information
Weighted average remaining lease term – operating leases (in years)		2.5			-
Weighted average discount rate for operating lease		3.26	%		-

~~Mr.~~At ~~Hsu~~December ~~Shou Hung (“Mr. Hsu”)~~31, ~~a founder of the Company~~2023, isthere ~~currently~~was ~~the~~no ~~Company’s~~operating ~~Chief~~lease ~~Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and sole director. As~~ right-of-use ~~June~~asset ~~30, 2024, Mr. Hsu collectively owns 96,260,000 shares,~~ or ~~44.40%, of~~liability ~~the~~recorded ~~Company’s restricted Common Stock. At June 30, 2024 and September 30, 2023, $1,685 and $4,257, respectively, are due to Mr. Hsu~~ for ~~advances to~~ the ~~Company for operations. The advances are due on demand, are unsecured, and are non~~short-~~interest~~term ~~bearing~~lease.

At December 31, 2024, the supplemental balance sheet information related to leases is as follows:

Operating lease right-of-use asset for the year ended September 30, 2024 is as follows:

Right-of-use assets, net as of September 30, 2024	$	214,063
Less: amortization		(18,284	)
Foreign exchange translation		(6,554	)
Right-of-use assets, net as of December 31, 2024		189,225

Operating lease liabilities for the year ended December 31, 2024 is as follows:

Lease liability at September 30, 2024	$	214,063
Add: imputed interest		1,605
Less: principal repayment		(19,889	)
Foreign exchange translation		(6,554	)
Lease liability at December 31, 2024	$	189,225

Lease liability current portion	$	73,845
Lease liability non-current portion		115,380
Total operating lease liability	$	189,225

Maturities of the Company’s lease liabilities are as follows:

Year ending September 30:


2025	$	59,031
2026		78,708
2027		59,031
Total lease payments		196,770
Less: Imputed interest		(7,545	)
Present value of operating lease liabilities	$	189,225

NOTE 3 - STOCKHOLDERS’ EQUITY

As of December 31, 2024 the Company has 600,000,000 shares of commons stock authorized and 216,779,700 shares of common stock issued and outstanding, respectively.

During the three months ended December 31, 2024, the Company did not issue any shares of common stock. During the three months ended December 31, 2023, the Company issued 1,437,400 shares of common stock for total proceeds of $718,700.

NOTE 4 - RELATED PARTY TRANSACTIONS

Mr. Hsu Shou Hung (“Mr. Hsu”), a founder of the Company, is currently the Company’s Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and sole director. As of December 31, 2024, Mr. Hsu collectively owns 96,260,000 shares, or 44.40%, of the Company’s restricted Common Stock.

At December 31, 2024 and September 30, 2024, $5,443 and $2,666, respectively, are due to Mr. Hsu for advances to the Company for operations. The advances are due on demand, are unsecured, and are non-interest bearing.

Mr. Lin Yi Hsiu (“Mr. Jeff Lin”) is Chief Executive Officer and a director of Leader Capital Holdings Corp. (“LCHC”), a 6.92% shareholder in the Company. In addition, CPN Investment Limited (“CPN”), a company wholly owned by Mr. Jeff Lin, is also a 6.92% shareholder of the Company. Leader Financial Asset Management Limited (“LFAML”), another company wholly owned by Mr. Jeff Lin, provides consulting services to the Company.

LCHC and its wholly owned subsidiary, LOC Weibo Co., Limited (“LOC”) (collectively, “Leader”) provide IT and maintenance services to the Company, respectively.

For the three months ended ~~June~~December 3031, 2024 and 2023, the Company incurred the following fees to Leader:

SCHEDULE OF RELATED PARTIED INCURRED FEES TO LCHC AND ~~LFAML~~AFFILIATES

Paid to:	Description	2024		2023
		For the three months ended June 30,
		For the three months ended December 31,
Paid to:	Description	2024		2023
LCHC	IT services	$	717,~~500~~613	$	7,500
LOC	IT services		~~7,646~~-		87,~~058~~901
	Total	$	15,146	$	15,558
Total general and administrative expenses	Total	$	17,613	$	15,401

~~For~~NOTE ~~the~~5 ~~nine~~- ~~months~~SEGMENT ~~ended June 30, 2024 and 2023, the Company incurred the following fees to Leader and LFAML:~~REPORTING

Paid to:	Description	2024		2023
		For the nine months ended June 30,
Paid to:	Description	2024		2023
LCHC	IT services	$	22,500	$	22,500
LOC	IT services		23,426		24,208
LFAML	Consulting services		-		200,000
	Subtotal		45,926		246,708
LCHC	Prepaid application development fees		-		450,000
	Total	$	45,926	$	696,708

The Company’s chief operating decision maker (“CODM”) has been identified as the Company’s Chief Executive Officer (“CEO”). The Company’s CODM evaluates performance and makes operating decisions about allocating resources based on financial data presented on a consolidated basis. Because the CODM evaluates financial performance on a consolidated basis, the Company has determined that it has a single operating segment composed of the consolidated financial results of DFP Holdings, Limited. All of our revenue is derived from one country which is in Taiwan.

AtThe ~~June~~following ~~30,~~table ~~2024~~presents the significant segment expenses and ~~September~~other ~~30,~~segment ~~2023,~~items ~~$10,101~~regularly ~~and~~reviewed ~~$25,357,~~by ~~respectively,~~our ~~were~~CODM. ~~prepaid~~Operating expenses include all remaining costs necessary to ~~Leader~~operate ~~for~~our business, ITwhich primarily include external professional services, income taxes, and ~~maintenance~~other administrative expenses.:

~~During~~ SCHEDULE ~~the~~OF ~~nine~~SEGMENT months ended June 30, 2023, the Company prepaid $450,000 to LCHC for the development of two mobile applications. Management determined that it was more likely than not that the application developments would not be utilized as originally intended and performed an impairment analysis. As a result, an impairment loss of $450,000 was recorded for the nine months ended June 30, 2023, for the prepaid app development fees.REPORTING

	2024			2023
	As of and for the three months ended December 31,
	2024			2023
Revenue	$	442,777		$	279,022

Less:
Salaries and related		115,100			106,773
Commissions		94,796			69,411
Operating expenses		214,952			127,393
Interest income		(11,821	)		(5,181	)
Net income (loss)	$	29,750		$	(19,374	)

NOTE 6 - SUBSEQUENT EVENT

On November 18, 2024, the Company entered into a sale and purchase agreement with DFP Leadership Academy Sdn Bhd, a Malaysia private limited company owned by Mr. Hsu Shou Hung, the Company’s sole officer and director (the “Seller”). The Company agreed to purchase DFP Leadership Academy Sdn Bhd for approximately $2,500 (MYR 10,000). As the Seller is an officer and director of the Company, the acquisition of DFP Leadership Academy Sdn Bhd is a related party transaction that will be accounted for at book value similar to a transaction among entities under common control.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

OVERVIEW

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

GOING CONCERN

~~For~~The Company has an accumulated ~~the~~deficit ~~nine~~of ~~months~~$1,751,656 ~~ended~~as ~~June~~of 30December 31, 2024. To date, the ~~Company~~operations ~~incurred~~have abeen ~~net~~primarily ~~loss~~financed ofthrough ~~$71,391~~the ~~and~~issuance ~~accumulated deficit~~ of ~~$1,518,400~~common stock. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that ~~its~~ these financial statements are issued. InThe ~~addition, the~~ Company’s independent registered public accounting firm, in ~~their~~its report on the Company’s consolidated financial statements for the year ended September 30, ~~2023~~2024, ~~audited~~has ~~financial~~also ~~statements, raised~~ expressed substantial doubt about the Company’s ability to continue as a going concern. The Company’s financial statements included elsewhere in this Quarterly Report do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

USE OF ESTIMATES

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

REVENUE RECOGNITION

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

RECENT DEVELOPMENTS

The effective date of the Company’s registration statement on Form S-1 (Commission File No. 333-271858) was September 8, 2023. During the period from November 1, 2023, to March 5, 2024, the Company sold an aggregate of 2,924,200 shares of its Common Stock, par value $0.0001 per share. to 77 shareholders for total proceeds of $1,462,100 or $0.50 per share, representing approximately 29% of the number of shares registered under the prospectus on the Form S-1.

Set forth below is a listing of the sale of shares of restricted Common Stock under the prospectus on Form S-1 for the nine months ended June 30, 2024:

Name	Number of Shares
Lin Yueh Feng		60,000
Hsu Tsui Lien		60,000
Chou Yu Ju		60,000
Chen Pei Ru		60,000
Lu Po Wei		40,000
Lim Yee Ching		6,000
Liu Chia Ling		60,000
Lee Shih Pin		60,000
Chen Yu Ching		40,000
Chang Che Chih		40,000
Lai Tung Ning		60,000
Chen Jie Yu		60,000
Lee Huai Ku		40,000
Chang Po Hsuan		20,000
Yang Ke Yu		80,000
Lin Yi Ying		90,000
Chen Yung Sheng		40,000
Liu Jui Hsin		40,000
Chan Chih Chieh		80,000
Digital Content Culture Sdn. Bhd.		22,000
Yang Hsin Hua		20,000
Yang Hui Chun		30,000
Lin Fang Yu		80,000
Chen Yu Huei		40,000
Hsieh Meng Hua		30,000
Lai Nyok Pek		4,400
Huang Wei Chin		60,000
Chen Hsi Chen		60,000
Tsan Jui Chin		30,000
Liu Chun O		15,000
Chen Chun Chieh		20,000
Chen Hsiao Wei		60,000
Hung Yuan Hung		60,000
Chang Kai Chia		70,000
Wu Yu Ti		30,000
Yang Hui Chao		30,000
Liao Yu Chen		30,000
Lu Shu Ju		60,000
Lin Xuan Zhen		30,000
Hu Shu Ning		30,000
Lai Wen Hui		30,000
Chiu Shih Jung		30,000
Fang Yun Hsuan		60,000
Hsiang Ming Hung		22,000
Liao Bo Cheng		30,000
How Sok Sin		4,400
Lin Geng Ru		16,000
Yi Jen Yu		80,000
Chang Chun Kai		40,000
Chiu Huai Yi		30,000
Chang Shu Ting		30,000
Gao Wei Qing		30,000
Chang Te Yi		30,000
Kao Hao Shen		60,000
Shao Hui Ling		60,000
Hsu Shu Yuak		30,000
Cheng Cheng Han		12,000
Chien Fu Ching		30,000
Lin Hui Ru		60,000
Chen Pin Chen		30,000
Ho Yu Ling		30,000
Hsu Kai Chia		30,000
Hsu Chen Yu		30,000
Huang Pi Wen		20,000
Zhang Han Sheng		30,000
Hsu Yan Ling		30,000
Liao Ling Hsin		40,000
Liao Kuo Yu		40,000
Ho Hung Ying		40,000
Yeh Yin Hsuan		30,000
Tan Wy Yee		22,000
Ng Sae Lim		22,000
Cindy Chan Yin Wan		22,000
Lau Yoke Chan		4,000
Lee Phay Ying		4,000
Jazamine Foo Lee Wei		4,000
Lai Chin Hong		4,400
Total		2,924,200

RECENT ACCOUNTING PRONOUNCEMENTS

See Note 1 to the Condensed Consolidated Financial Statements.

RESULTS OF OPERATIONS

2024:

For the three ~~and nine~~ months ended ~~June~~December 3031, 2024, we generated revenue of $~~439~~442,~~266 and $968,941, respectively~~777.

For the three months ended ~~June~~December 3031, 2024, operating costs and expenses were $~~399~~378,~~207~~552, including cost of revenue of $45122,~~891~~932, general and ~~administrative~~ administrative expenses of $~~338~~238,~~170~~007, and general and administrative expenses to related party of $1517,~~146~~613, respectively.

For the nine months ended June 30, 2024, operating costs and expenses were $1,034,051, including cost of revenue of $115,071, general and administrative expenses of $873,054, and general and administrative expenses to related party of $45,926, respectively.

2023:

For the three ~~and nine~~ months ended ~~June~~December 3031, 2023, we generated revenue of $~~272~~279,~~461 and $765,866, respectively~~022.

For the three months ended ~~June~~December 3031, 2023, operating ~~costs and~~ expenses were $303,~~129~~577, including cost of revenue of $54118,~~823~~451, general and administrative expenses of $~~232~~169,~~748~~725, and general and administrative expenses to related party of $15,~~558~~401, respectively.

For the nine months ended June 30, 2023, operating costs and expenses were $1,438,313, including cost of revenue of $155,643, general and administrative expenses of $585,962, general and administrative expenses to related party of $264,708 and impairment of prepaid application development fee to related party of $450,000, respectively.

Liquidity and Capital Resources

~~During~~The ~~the~~Company ~~nine~~has ~~months~~an ~~ended~~accumulated ~~June~~deficit 30of $1,751,656 as of December 31, 2024. To date, the ~~Company~~operations ~~sold~~have ~~2,924,200~~been ~~shares~~primarily financed through the issuance of ~~restricted~~common ~~Common~~stock. ~~Stock~~These tofactors, 77among ~~individuals~~others, atraise asubstantial ~~price~~doubt ofabout ~~$0.50~~the Company’s ability to continue as a ~~per~~going ~~share,~~concern ~~for~~within ~~total~~one ~~proceeds~~year of ~~$1,462,100.~~the Atdate ~~June~~that ~~30,~~these ~~2024,~~financial ~~our~~statements ~~cash~~are ~~balance~~issued. ~~was~~The ~~$2,138,243,~~Company’s asindependent ~~compared~~registered topublic accounting ~~$763~~firm,~~591~~ onin ~~September 30,~~its ~~2023,~~report anon ~~increase~~the ofCompany’s ~~$1,374,652.~~consolidated ~~Management~~financial ~~estimates~~statements ~~that~~for the ~~current~~year ~~funds~~ended onSeptember ~~hand~~30, ~~will~~2024, behas ~~sufficient~~also expressed tosubstantial ~~continue~~doubt ~~operations~~about ~~through~~ the ~~next~~Company’s ~~six~~ability ~~months~~to continue as a going concern.

The Company’s ability to continue as a going concern is dependent upon the Company’s ability to implement its business plans and continue receiving financial support from its officers and shareholders. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company can obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 4. Controls and Procedures.

DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our principal executive and financial officer, we are responsible for conducting an evaluation of the effectiveness of the design and operation of our internal controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal period covered by this Report. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission (“SEC”) reports is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this Report was being prepared. Based on this evaluation, our principal executive and financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective as of ~~June~~December 3031, 2024 due to material weaknesses in our internal ~~control~~ control over financial reporting as described below.

~~MANAGEMENT’S~~Material ~~QUARTERLY REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING~~Weaknesses

~~Management is~~A ~~responsible~~material ~~for~~weakness ~~establishing~~is ~~and~~a ~~maintaining~~deficiency, or ~~adequate~~a ~~internal~~combination ~~control~~of ~~over financial reporting~~deficiencies, ~~as defined~~ in ~~Exchange~~internal ~~Act Rule 13a-15. Internal~~ control over financial reporting issuch ~~defined~~that inthere ~~Rule~~is ~~13a-15(f)~~a ~~and~~reasonable ~~15(d)-15(f)~~possibility ~~under~~that ~~the Exchange Act as~~ a ~~process designed to~~material ~~provide~~misstatement ~~reasonable assurance to the Company’s management and Board~~ of ~~Directors~~our ~~regarding the preparation and fair presentation of published~~ financial statements. ~~Management~~will ~~assessed~~not ~~the~~be ~~Company’s~~prevented ~~internal~~or ~~control~~detected ~~over financial reporting as of June 30, 2024, based~~ on ~~the~~a ~~framework~~timely ~~and criteria established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013) (COSO)~~basis. ~~Based on the assessment, management concluded that, as of June 30, 2024, the Company’s internal controls over financial reporting was not effective.~~

We identified material weaknesses in our internal controls over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis.

The material weaknesses identified include (i) the Company did not maintain a functioning independent audit committee and did not maintain an independent board; (ii) the Company had inadequate segregation of duties; and (iii) the Company had an insufficient number of personnel with an appropriate level of U.S. GAAP knowledge and experience and ongoing training in the application of U.S. GAAP and SEC disclosure requirements commensurate with the Company’s financial reporting requirements.

Notwithstanding the identified material weaknesses, management has concluded that the Financial Statements included in this Quarterly Report on Form 10-Q present fairly, in all material respects, the Company’s financial position, results of operations and cash flows for the periods disclosed in conformity with U.S. GAAP.

Planned remediation of material weaknesses

Management is actively engaged in developing and implementing remediation plans to address the material weaknesses described above. These remediation efforts are ongoing and include or are expected to include preparation of written documentation of our internal control policies and procedures, and to increase personnel and technical accounting expertise within the accounting function.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There ~~was~~were no ~~change~~changes in our internal controls over financial reporting that occurred during the period covered by this Report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

Inherent Limitations on Effectiveness of Controls

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design and disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgement in evaluating the benefits of possible controls and procedures relative to the their cost.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

The Company is not a party to any threatened or pending legal proceedings.

Item 1A. Risk Factors.

Not required by smaller reporting companies. We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Default upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

~~None.~~Insider Trading Arrangements

During the quarter ended December 31, 2024, none of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative defense conditions of “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement”.

Item 6. Exhibits.

The following exhibits are filed or “furnished” herewith:

Number		Description

3.1		Certificate of Incorporation (1)

3.2		By-laws (1)

31.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

101.INS		Inline XBRL Instance 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 (embedded within the Inline XBRL document)*

(1)	Previously filed and incorporated in the Company’s Registration Statement, Amendment No.3 to Form S-1 (File No. 333-271858) with the Securities and Exchange Commission on September 6, 2023.

* Filed herewith.

XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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, thereunto duly authorized.

	DFP HOLDINGS LIMITED
	(Name of Registrant)
Date: August 9, 2024	By:	/s/ Hsu Shou Hung
Date: February 14, 2025	By:	/s/ Hsu Shou Hung
	Name:	Hsu Shou Hung
	Title:	Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)

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