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, 2025

☐ 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. 000-56681

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~~Indicate ~~is no public trading market for~~ the ~~shares~~number of ~~Common~~shares ~~Stock~~outstanding of ~~DFP~~each ~~Holdings~~of ~~Limited. As a result,~~ the ~~aggregate~~issuer’s ~~market~~classes ~~value~~ of ~~the~~ common ~~units~~ ~~held~~stock, byas ~~non-affiliates~~ of ~~DFP~~the ~~Holdings~~latest ~~Limited~~practicable ~~cannot be determined~~date.

As of August 14, 2025, there were 216,779,700 shares of Common Stock, $0.0001 par value per share, outstanding.

Class		Outstanding on February 23, 2026
Common Stock, $0.0001 par value		216,779,700

DFP HOLDINGS LIMITED

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED ~~JUNE~~DECEMBER 3031, 2025

INDEX

			Page
Part I. Financial Information			4
	Item 1.	Financial Statements	4
		Condensed Consolidated Balance Sheets as of June 30, 2025 (Unaudited) and September 30, 2024	4
		Condensed Consolidated Balance Sheets as of December 31, 2025 (Unaudited) and September 30, 2025	4
		Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) – Three and nine months ended June 30, 2025 and 2024	5
		Condensed Consolidated Statements of Operations (Unaudited) – Three months ended December 31, 2025 and 2024	5
		Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) – Three and nine months ended June 30, 2025 and 2024	6
		Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) – Three months ended December 31, 2025 and 2024	6
		Condensed Consolidated Statements of Cash Flows (Unaudited) - Three and nine months ended June 30, 2025 and 2024	7
		Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) – Three months ended December 31, 2025 and 2024	7
		Notes to Condensed Consolidated Financial Statements (Unaudited) - Three and nine months ended June 30, 2025 and 2024	8
		Condensed Consolidated Statements of Cash Flows (Unaudited) - Three months ended December 31, 2025 and 2024	8
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
		Notes to Condensed Consolidated Financial Statements (Unaudited) - Three months ended December 31, 2025 and 2024	9
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
	Item 4.	Controls and Procedures	17
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Part II. Other Information			18
	Item 4.	Controls and Procedures	19
	Item 1.	Legal Proceedings	18
Part II. Other Information			20
	Item 1A.	Risk Factors	18
	Item 1.	Legal Proceedings	20
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
	Item 1A.	Risk Factors	20
	Item 3.	Defaults Upon Senior Securities	18
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
	Item 4.	Mine Safety Disclosures	18
	Item 3.	Defaults Upon Senior Securities	20
	Item 5.	Other Information	18
	Item 4.	Mine Safety Disclosures	20
	Item 6.	Exhibits	19
	Item 5.	Other Information	20
Signatures			20
	Item 6.	Exhibits	21
Signatures			22

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, 2025 (UNAUDITED) AND SEPTEMBER 30, ~~2024~~2025

(Expressed in U.S. Dollars)

	As of June 30, 2025			As of September 30, 2024
	As of December 31, 2025			As of September 30, 2025
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,~~366~~322,~~474~~102		$	1,~~888~~363,~~361~~759
Restricted cash		5147,~~374~~816			4749,~~303~~213
Inventories		6,697			-
Accounts receivable		26,378			-
Prepaid and other current assets		41,716			26,199
Inventories		55,860			-
Deposit-related party		100,000			-
Prepaid expenses and other current assets		72,637			40,154
Prepaid expenses-related party		12,370			30,397
Total current assets		1,524,793			1,453,126
Total current assets		1,578,631			1,992,260
Non-current assets:
Property and equipment, net		7873,~~518~~683			6268,~~051~~609
Operating lease right-of-use asset		~~171~~134,~~133~~664			~~214~~144,~~063~~022
Lease deposits		1514,~~070~~026			1314,~~875~~436
TOTAL ASSETS	$	1,843,352		$	2,282,249
Intangible assets, net (provisional)		338,418			-
TOTAL ASSETS	$	2,085,584		$	1,680,193
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	61141,~~742~~767		$	7663,~~098~~082
Deferred revenue		80203,~~527~~492			~~146~~68,~~483~~820
Due to officer		79,~~130~~646			27,~~666~~739
Operating lease liability – current portion		84,173			75,631
Due to non-controlling interest		68,952			-
Total current liabilities		233,572			300,878
Operating lease liability – current portion		86,946			80,632
Contingent consideration liability		177,079			-
Total current liabilities		687,882			220,273
Non-current liabilities:
Operating lease liability – non-current portion		8647,~~960~~718			~~138~~63,~~432~~390
TOTAL LIABILITIES		320,532			439,310
Total non-current liabilities		47,718			63,390
COMMITMENTS AND CONTINGENCIES		-
TOTAL LIABILITIES		735,600			283,663
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 shares issued and outstanding at June 30, 2025 and September 30, 2024, respectively		21,678			21,678
Common Stock, $0.0001 par value; 600,000,000 shares authorized; 216,779,700 and 216,779,700 shares issued and outstanding at December 31, 2025 and September 30, 2025, respectively		21,678			21,678
Additional paid in capital		3,606,583			3,~~610~~606,~~522~~583
Accumulated other comprehensive income/(loss)		16,736			(7,855	)
Shares to be issued (331,350 shares)		165,041			-
Accumulated deficit		(2,122,177	)		(1,781,406	)
Accumulated other comprehensive loss		(1,665	)		3,202
Total stockholders’ equity		1,522,820			1,842,939
Accumulated deficit		(2,461,330	)		(2,234,933	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,843,352		$	2,282,249
Total DFP Holdings Limited stockholders’ equity		1,330,307			1,396,530
Non-controlling interests		19,677			-
Total stockholders’ equity		1,349,984			1,396,530
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,085,584		$	1,680,193

See accompanying notes to the condensed consolidated financial statements.

DFP HOLDINGS LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS ~~AND~~

~~COMPREHENSIVE~~FOR ~~LOSS~~THE THREE MONTHS ENDED DECEMBER 31, 2025 AND 2024

FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2025 AND 2024

(Expressed in U.S. Dollars)

(~~Unaudited~~UNAUDITED)

	2025			2024			~~2025~~			~~2024~~
	Three months ended June 30,						Nine months ended June 30,
	Three months ended December 31,
	2025			2024			~~2025~~			~~2024~~
REVENUES	$	240,753		$	439,266		$	931,235		$	968,941
Net Revenues
OPERATING COSTS AND EXPENSES:
Services	$	64,638		$	438,711
Cost of revenues		94,490			147,820			307,885			367,188
Products		56,252			4,066
General and administrative expense		453,963			236,241			876,972			620,937
Net revenue		120,890			442,777
General and administrative expense-related party		18,258			15,146			57,970			45,926
OPERATING COSTS AND EXPENSES:
Total operating costs and expenses		566,711			399,207			1,242,827			1,034,051
Cost of revenues		97,627			122,932
(LOSS)/INCOME FROM OPERATIONS		(325,958	)		40,059			(311,592	)		(65,110	)
General and administrative expenses		255,136			238,007
OTHER INCOME:
General and administrative expenses-related party		128			17,613
Interest income		7,018			12,813			19,008			17,994
Total operating costs and expenses		352,891			378,552
(LOSS)/INCOME BEFORE TAXES		(318,940	)		52,872			(292,584	)		(47,116	)
INCOME (LOSS) FROM OPERATIONS		(232,001	)		64,225
Provision for income taxes		(2,325	)		(24,275	)		(48,187	)		(24,275	)
OTHER INCOME:
NET (LOSS)/INCOME		(321,265	)		28,597			(340,771	)		(71,391	)
Interest income		4,423			11,821
Other comprehensive loss:
INCOME (LOSS) BEFORE INCOME TAXES		(227,578	)		76,046
-Foreign currency translation gain/(loss)		40,724			(4,732	)		24,591			(1,704	)
Income taxes		-			(46,296	)
COMPREHENSIVE (LOSS)/INCOME	$	(280,541	)	$	23,865		$	(316,180	)	$	(73,095	)
NET INCOME (LOSS)		(227,578	)		29,750
NET (LOSS)/INCOME PER SHARE	$	(0.00	)	$	0.00		$	(0.00	)	$	(0.00	)
Less: Net loss attributable to non-controlling interest		1,181			-
WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING		216,779,700			216,779,700			215,246,993			216,779,700
Net income (loss) attributable to DFP Holdings Limited	$	(226,397	)	$	29,750
NET INCOME (LOSS) PER SHARE-basic and diluted	$	(0.00	)	$	0.00
WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING-basic and diluted		216,779,770			216,779,770

See accompanying notes to the condensed consolidated financial statements.

DFP HOLDINGS LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF ~~STOCKHOLDERS’~~COMPREHENSIVE INCOME ~~EQUITY~~(LOSS)

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~JUNE~~DECEMBER 3031, 2025 AND 2024

(Expressed in U.S. Dollars)

(~~Unaudited~~UNAUDITED)

	Number of Shares			Amount			Paid-in Capital			Comprehensive Gain/(Loss)			Accumulated Deficit			Stockholders’ Equity
	2025			2024
	Common Stock						Additional			Accumulated Other						Total
	Three months ended December 31,
	Number of Shares			Amount			Paid-in Capital			Comprehensive Gain/(Loss)			Accumulated Deficit			Stockholders’ Equity
	2025			2024
Balance as of September 30,2024		216,779,700		$	21,678		$	3,610,522		$	(7,855	)	$	(1,781,406	)	$	1,842,939
Net income (loss) attributable to DFP Holdings Limited	$	(226,397	)	$	29,750
Foreign currency translation		-			-			-			(12,018	)		-			(12,018	)
Other comprehensive (loss) income:
Net income		-			-			-			-			29,750			29,750
-Foreign currency translation loss		(4,867	)		(12,018	)
Balance as of December 31, 2024 (Unaudited)		216,779,700			21,678			3,610,522			(19,873	)		(1,751,656	)		1,860,671
COMPREHENSIVE INCOME (LOSS)
Foreign currency translation		-			-			-			(4,115	)		-			(4,115	)
Comprehensive loss attributable to noncontrolling interest					-
Net loss		-			-			-			-			(49,256	)		(49,256	)
Comprehensive income (loss) attributable to DFP Holdings Limited	$	(231,264	)	$	17,732
Balance as of March 31, 2025 (Unaudited)		216,779,700			21,678			3,610,522			(23,988	)		(1,800,912	)		1,807,300
Foreign currency translation		-			-			-			40,724			-			40,724
Acquisition of entity under common control		-			-			(3,939	)		-			-			(3,939	)
Net loss		-			-			-			-			(321,265	)		(321,265	)
Balance as of June 30, 2025 (Unaudited)		216,779,700		$	21,678		$	3,606,583		$	16,736		$	(2,122,177	)	$	1,522,820

	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
Common Stock issued for cash		1,437,400		143		718,557		-			-			718,700
Foreign currency translation		-		-		-		12,043			-			12,043
Net loss		-		-		-		-			(19,374	)		(19,374	)
Balance as of December 31, 2023 (Unaudited)		215,292,900		21,529	$	2,867,271		(518	)		(1,466,383	)		1,421,899
Common Stock issued for cash		1,486,800		149		743,251		-			-			743,400
Foreign currency translation		-		-		-		(9,015	)		-			(9,015	)
Net loss		-		-		-		-			(80,614	)		(80,614	)
Balance as of March 31, 2024 (Unaudited)		216,779,700		21,678		3,610,522		(9,533	)		(1,546,997	)		2,075,670
Balance		216,779,700		21,678		3,610,522		(9,533	)		(1,546,997	)		2,075,670
Foreign currency translation		-		-		-		(4,732	)		-			(4,732	)
Net income		-		-		-		-			28,597			28,597
Net income (loss)		-		-		-		-			28,597			28,597
Balance as of June 30, 2024 (Unaudited)		216,779,700	$	21,678	$	3,610,522	$	(14,265	)	$	(1,518,400	)	$	2,099,535
Balance		216,779,700	$	21,678	$	3,610,522	$	(14,265	)	$	(1,518,400	)	$	2,099,535

See accompanying notes to the condensed consolidated financial statements.

DFP HOLDINGS LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED DECEMBER 31, 2025 AND 2024

(Expressed in U.S. Dollars)

(UNAUDITED)

Three months ended December 31, 2025

	NUMBER OF SHARES		AMOUNT		ADDITIONAL PAID-IN CAPITAL		ACCUMULATED DEFICIT			ACCUMULATED COMPREHENSIVE LOSS			SHARE APPLICATION PENDING ALLOTMENT		NON- CONTROLLING INTEREST			TOTAL STOCKHOLDERS’ EQUITY
	COMMON STOCK
	NUMBER OF SHARES		AMOUNT		ADDITIONAL PAID-IN CAPITAL		ACCUMULATED DEFICIT			ACCUMULATED COMPREHENSIVE LOSS			SHARES TO BE ISSUED		NON- CONTROLLING INTEREST			TOTAL STOCKHOLDERS’ EQUITY
Balance as of September 30, 2025		216,779,700	$	21,678	$	3,606,583	$	(2,234,933	)	$	3,202		$	-	$	-		$	1,396,530
Foreign currency translation		-		-		-		-			(4,867	)		-		-			(4,867	)
Shares to be issued related to acquisitions		-		-		-		-			-			165,041		-			165,041
Acquisition of non-controlling interests		-		-		-		-			-			-		20,858			20,858
Net loss		-		-		-		(226,397	)		-			-		(1,181	)		(227,578	)
Balance as of December 31, 2025 (Unaudited)		216,779,700	$	21,678	$	3,606,583	$	(2,461,330	)	$	(1,665	)	$	165,041	$	19,677		$	1,349,984

Three months ended December 31, 2024

	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 September 30, 2024		216,779,700	$	21,678	$	3,610,522	$	(7,855	)	$	(1,781,406	)	$	1,842,939
Balance		216,779,700	$	21,678	$	3,610,522	$	(7,855	)	$	(1,781,406	)	$	1,842,939
Foreign currency translation		-		-		-		(12,018	)		-			(12,018	)
Net income		-		-		-		-			29,750			29,750
Balance as of December 31, 2024 (Unaudited)		216,779,700	$	21,678	$	3,610,522	$	(19,873	)	$	(1,751,656	)	$	1,860,671
Balance		216,779,700	$	21,678	$	3,610,522	$	(19,873	)	$	(1,751,656	)	$	1,860,671

See accompanying notes to the condensed consolidated financial statements.

DFP HOLDINGS LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~JUNE~~DECEMBER 3031, 2025 AND 2024

(Expressed in U.S. Dollars)

(Unaudited)

	2025			2024
	Nine months ended June 30,
	Three months ended December 31,
	2025			2024
Cash flows from operating activities:
Net loss	$	(340,771	)	$	(71,391	)
Net income (loss)	$	(227,578	)	$	29,750
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 and amortization		6637,~~791~~684			4,~~234~~984
Changes in operating assets and liabilities:
Inventories		(655,~~697~~860	)		-(5,747	)
Prepaid expenses and other current assets		(15,101	)		(87,046	)
Accounts receivable		(26,378	)		-
Prepaid expenses-related party		18,027			15,256
Prepaid expenses and other current assets		57,632			(1,109	)
Accounts payable and accrued liabilities		(16,304	)		5,950
Prepaid expenses-related party		-			18,432
Deferred revenue		(65,956	)		103,178
Decrease in right-of-use asset		9,358			24,838
Operating lease liability		(55,945	)		-
Account payables and accrued liabilities		(29,718	)		16,654
Net cash used in operating activities		(415,956	)		(29,819	)
Deferred revenue		134,672			(35,039	)
Operating lease liability		(9,358	)		(24,838	)
Income tax payable		-			45,802
Net cash (used in) provided by operating activities		(109,546	)		73,727
Cash flows from investing activities:
Purchase of property and equipment		(276,~~939~~320	)		(5023,~~607~~684	)
Deposit-related party		(100,000	)
Cash received from acquisitions		4,978			-
Net cash used in investing activities		(~~127~~1,~~939~~342	)		(5023,~~607~~684	)
Cash flows from financing activities:
Proceeds from sale of common stock		-			1,462,100
Advances from officer		1,907			2,777
Advances from (repayment to) officer		4,464			(2,572	)
Advances from non-controlling interests		68,433			-
Net cash provided by financing activities		470,~~464~~340			12,~~459,528~~777
Effect of exchange rate changes in cash and cash equivalents		21,615			(4,450	)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash		(2,506	)		(9,263	)
Net (decrease) increase in cash, cash equivalents, and restricted cash		(517,816	)		1,374,652
Net increase (decrease) in cash, cash equivalents, and restricted cash		(43,054	)		43,557
Cash, cash equivalents, and restricted cash, beginning of period		1,935,664			763,591
Cash, cash equivalents and restricted cash, beginning of period		1,412,972			1,935,664
Cash, cash equivalents and restricted cash, end of the period	$	1,417,848		$	2,138,243
Cash, cash equivalents and restricted cash, end of period	$	1,369,918		$	1,979,221
Supplemental disclosure of cash flow information:
Income taxes paid	$	~~48,349~~-		$	2423,~~209~~831
Noncash investing and financing activities:
Right-of-use asset and lease liability recorded for new lease	$	14,793		$	-

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, 2025 AND 2024

(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 (“DFP Seychelles”). DFP Seychelles is an intermediate holding company, and operates business through its wholly owned subsidiary, DFP Holdings Limited, a company incorporated in Taiwan (“DFP 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.

On April 15, 2025, the Company acquired 100% of Huang Tian Limited, a company incorporated in Taiwan from Mr. Hsu Shou Hung, the CEO of the Company, for a purchase price of approximately $9,120 (NT$ 300,000).

In November 2025, the Company completed the acquisition of equity interests in three unrelated companies, Dong Li Fang Zhou Co. Limited (“DLFZ”), Homula Limited Company (“HLC”), and Haisen Shangliu Co. Limited (“HSCL”) (see Note 6).

Going concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. AsIn ~~reflected~~accordance inwith ~~the~~Accounting ~~accompanying~~Standards ~~financial~~Codification ~~statements~~(“ASC”) 205-40, Going Concern, the Company’s management has an ~~accumulated~~evaluated ~~deficit~~whether ofthere $2are conditions and events,~~122~~ considered in the aggregate,~~177~~ that raise substantial doubt about the Company’s ability to continue as ofa ~~June~~going ~~30,~~concern ~~2025.~~within Toone ~~date,~~year after the ~~operations~~date the ~~have~~accompanying ~~been~~financial ~~primarily~~statements ~~financed~~were ~~through~~issued. For the ~~issuance~~year ended December 31, 2025, the Company recorded a net loss of $227,578 ~~common~~and ~~stock~~used cash in operations of $109,546. 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. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s consolidated financial statements for the year ended September 30, ~~2024~~2025, has also expressed substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not ~~include~~ 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.

Basis of presentation

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

The ~~condensed~~accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, ~~Tide~~DFP Holdings Limited (~~TIDE~~Seychelles) (“DFP Seychelles”), DFP Holdings Limited (Taiwan) (“DFP ~~Seychelles~~Taiwan”), ~~and~~Tide ~~DFP~~ Holdings Limited (TIDE), Huang Tian Limited (Taiwan) (“DFP ~~Taiwan~~Huang Tian”), Dong Li Fang Zhou Co. ~~Intercompany~~Limited (“DLFZ”), Homula Limited Company (“HLC”) and Haisen Shangliu Co. Limited (“HSCL”). 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’s revenue consists of revenue from services and revenue from products. Revenue from services represent delivering online and in-person media and leadership training courses (“service revenue”). In addition, the Company sells products to customers (“product revenue”).

Revenue is recognized in the period in which the services or products are delivered, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The Company recognizes deferred revenue at each period end for contracts that have been paid but which the related service or products 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 following table provides information about disaggregated revenue:

SCHEDULE OF DISAGGREGATED REVENUE

	2025		2024		~~2025~~		~~2024~~
	As of and for the three months ended June 30,				As of and for the nine months ended June 30,
	For the three months ended December 31,
	2025		2024		~~2025~~		~~2024~~
Media and leadership training revenues	$	231,691	$	439,266	$	903,773	$	968,941
Service revenue	$	64,638	$	438,711
Subscription revenues		4,498		-		19,192		-
Product revenue		56,252		4,066
Products sale, consultancy, and advertising revenues		4,564		-		8,270		-
Total revenue	$	120,890	$	442,777
Total revenue	$	240,753	$	439,266	$	931,235	$	968,941
Revenue	$	240,753	$	439,266	$	931,235	$	968,941

The Company’s revenue primarily consists of revenue from delivering online and in-person media and leadership training 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 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 recognizes revenue from subscription services for media and leadership training, and for subscriptions that allow access to the Malaysian TikTok platform, ratably over the subscription periods.9

The Company also generates revenue from a monthly subscription service and recognizes revenue from subscription services ratably over the subscription period. The Company also generates revenue from sales of products, consultancy and advertising revenues.

Cost of revenue

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

SCHEDULE OF INFORMATION ~~COST~~ABOUT OFCOSTS ~~SERVICE~~AND ~~REVENUE~~ SERVICES

	2025		2024		~~2025~~		~~2024~~
	As of and for the three months ended June 30,				As of and for the nine months ended June 30,
	For the three months ended December 31,
	2025		2024		~~2025~~		~~2024~~
Commissions	$	5533,~~638~~893	$	~~102~~94,~~630~~796	$	~~224,572~~	$	~~252,818~~
Advertising		311,~~896~~804		177,~~676~~493		~~17,378~~		~~56,265~~
Rental of instructional facilities		3015,~~278~~393		1914,~~645~~905		~~48,955~~		~~37,167~~
Other		436,~~678~~537		75,~~869~~738		~~16,980~~		~~20,938~~
Total cost of revenue	$	9497,~~490~~627	$	~~147~~122,~~820~~932	$	~~307,885~~	$	~~367,188~~
Cost of revenue	$	94,490	$	147,820	$	307,885	$	367,188
cost of revenue	$	97,627	$	122,932

Cash, 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, 2025		As of September 30, 2024
	As of December 31, 2025		As of September 30, 2025
Cash and cash equivalents
Denominated in United States Dollars	$	1992,~~090,538~~659	$	1,~~531~~142,~~438~~551
Denominated in New Taiwan Dollars		~~275~~329,~~936~~443		~~356~~221,~~923~~208
Cash and cash equivalents		1,~~366~~322,~~474~~102		1,~~888~~363,~~361~~759
Restricted cash		5147,~~374~~816		4749,~~303~~213
Cash, cash equivalents and restricted cash	$	1,~~417~~369,~~848~~918	$	1,~~935~~412,~~664~~927

Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash. As of ~~June~~December 3031, 2025, substantially all the Company’s cash was held by two major financial institutions located in Taiwan, which management believes ~~are~~is of high credit quality. At ~~June~~December 3031, 2025, 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

The Company purchases finished goods merchandise inventory which is stated at the lower of cost or net realizable value. For the ~~nine~~three months ended ~~June~~December 3031, 2025, there were no write-downs of inventory.

~~Income~~Impairment ~~taxes~~of long-lived assets

The Company ~~accounts~~evaluates ~~for~~its ~~income~~long-lived ~~taxes~~assets ~~using an asset and liability approach which allows~~ for ~~the~~indicators ~~recognition and measurement~~ of ~~deferred tax~~possible ~~assets~~impairment ~~based~~by ~~upon~~comparison ~~the likelihood~~ of ~~realization~~the ofcarrying ~~tax~~amount ~~benefits~~to in future ~~years.~~net ~~Under~~undiscounted cash ~~the~~flows ~~asset~~expected ~~and~~to ~~liability~~be ~~approach,~~generated ~~deferred taxes~~by ~~are~~such ~~provided~~asset ~~for~~when ~~the~~events ~~net~~or ~~tax~~changes ~~effects~~in ofcircumstances ~~temporary~~indicate ~~differences between~~ the carrying ~~amounts~~amount of ~~assets~~an ~~and~~asset ~~liabilities for financial~~or ~~reporting~~asset ~~purposes~~group ~~and~~may ~~the~~not ~~amounts~~be ~~used~~recoverable. ~~for~~Should ~~income~~an ~~tax~~impairment ~~purposes.~~exist, Athe ~~valuation~~impairment ~~allowance~~loss iswould ~~provided~~be ~~for~~measured ~~deferred~~based ~~tax~~on ~~assets~~the ifexcess itcarrying ~~is more~~value ~~likely~~of ~~than~~the ~~not~~asset ~~these~~over ~~items will either expire before~~ the ~~Company~~asset’s isfair ~~able~~value togenerally ~~realize~~determined ~~their~~by ~~benefits,~~estimates orof ~~that~~ future ~~deductibility~~discounted ~~is uncertain~~cash flows.

~~The~~Business 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.Combinations

The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and separately identified intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows, useful lives, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which can be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the consolidated statements of operations and comprehensive loss.

Intangible Assets

The Company has certain intangible assets that were initially recorded at their fair value at the time of acquisition. Intangible assets with finite useful lives are amortized using the straight-line method over their estimated useful life of three years. The Company reviews all finite-lived intangible assets for impairment when circumstances indicate that their carrying values may not be recoverable. If the carrying value of an asset group is not recoverable, the Company recognizes an impairment loss for the excess carrying value over the fair value in our consolidated statements of operations.

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:

	2025		2024
	As of and for the nine months ended June 30,
	As of and for the three months ended December 31,
	2025		2024
Period-end NT$ : US$1 exchange rate		2931.2037		32.5474
Period-average NT$ : US$1 exchange rate		31.9303		3132.8939

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, 2025 and 2024, the Company has no potentially dilutive securities, such as options or warrants, outstanding.

Concentrations

For the three ~~and nine~~ months ended ~~June~~December 3031, 2025 and 2024, no customer accounted for 10% or more of the Company’s revenue.

For the three ~~and nine~~ months ended ~~June~~December 3031, 2025, no service provider accounted for 10% or more of the Company’s operating costs and expenses, while for the three months ended December 31, 2024, ~~one~~no service provider accounted for 10% or more of the Company’s operating ~~costs~~ 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~~We ~~our CODM evaluates financial performance on a consolidated basis, we~~ have determined that we operate as a ~~single~~two reportable ~~segment~~segments composed of ~~the~~service ~~consolidated~~business ~~financial~~segment ~~results~~and sale of ~~DFP~~products ~~Holdings, Limited~~segment.

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 59).

~~Reclassifications~~11

In presenting the Company’s consolidated statement of operations and comprehensive income (loss) for the nine months ending June 30, 2024, the Company presented $252,117 of commission expense as part of General and administrative expense. In presenting the Company’s consolidated statement of operations and comprehensive loss for the nine months ending June 30, 2025, the Company has reclassified the $252,117 to Cost of revenues in the accompanying consolidated statement of operations and comprehensive loss for the nine months ending June 30, 2024.

In presenting the Company’s consolidated statement of operations and comprehensive income (loss) for the three months ending June 30, 2024, the Company presented $101,929 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 June 30, 2025, the Company has reclassified the $101,929 to Cost of revenues in the accompanying consolidated statement of operations and comprehensive loss for the three months ending June 30, 2024.

Other business risks

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.

Recent accounting pronouncements

In November 2024, the Financial Accounting Standards Board (“FASB”) issued ~~ASU~~Accounting ~~No.~~Standards Update (“ASU”) 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ~~which~~The ~~includes~~guidance ~~amendments that~~in ~~require~~ASU ~~disclosure~~2024-03 requires public business entities to disclose in the notes to the financial statements, ofamong ~~specified~~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. ~~The~~ASU ~~amendments~~2024-03 ~~are~~is effective for ~~the Company’s~~ annual reporting periods beginning ~~October~~after 1December 15, ~~2027~~2026, ~~with~~and ~~early~~interim reporting periods beginning after December 15, 2027. Early adoption is permitted, and ~~should~~the amendments may be applied ~~either~~ prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements. The Company is incurrently evaluating the ~~process~~provisions of ~~evaluating~~ this ~~ASU~~ toguidance ~~determine~~and ~~its~~assessing the potential impact on the Company’s financial statement disclosures.

~~The~~In ~~Company~~September ~~reviews~~2025, ~~new~~the ~~accounting~~FASB ~~standards~~issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40). This ASU updates the capitalization criteria for internal-use software cost by removing references to software development project stages. This ASU is effective for annual reporting periods beginning after December 15, 2027, and interim periods within those annual reporting periods. Early adoption is permitted as ~~issued~~of the beginning of an annual reporting period. ~~Management~~The ~~has~~Company ~~not~~is ~~identified~~currently ~~any~~evaluating ~~other~~the ~~new~~impact of ~~standards~~this ~~that~~ASU itbut ~~believes~~does ~~will~~not expect it to have a ~~significant~~material impact on ~~the~~its ~~Company’s~~Condensed ~~financial~~Consolidated ~~statements~~Financial Statements and related disclosures.

12Other recent accounting pronouncements and guidance 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.

NOTE 2 – PREPAID EXPENSES AND OTHER CURRENT ASSETS

	As of June 30, 2025		As of September 30, 2024
	As of December 31, 2025		As of September 30, 2025
Prepaid expenses	$	1541,~~502~~485	$	312,~~737~~056
Deposits		2422,~~661~~952		325,~~352~~032
Other receivables		1,553		19,110
Other		8,200		3,066
Total	$	4172,~~716~~637	$	2640,~~199~~154

~~Prepaid~~As of ~~expenses~~December as31, of2025 ~~June~~and September 30, 2025, prepaid expenses and ~~2024~~ ~~represent~~other ~~the~~current ~~payments~~assets are made ~~for~~up ~~software~~of ~~repairs~~deposits ~~and~~to ~~maintenance~~a ~~fees,~~credit ~~lawyer~~card ~~fees~~processor, and ~~advertisement~~prepaid ~~fees~~commissions, website, and ~~employee~~legal ~~salary advance~~ fees.

NOTE 3 – ~~OPERATING~~PROPERTY ~~LEASES~~AND EQUIPMENT, Net

~~Prior~~SCHEDULE toOF ~~July~~PROPERTY 1,AND ~~2024~~EQUIPMENT, 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 asset and related operating lease liability of $232,589 (NT$7,356,000) upon commencement of the new leases.Net

	As of December 31, 2025			As of September 30, 2025
Office equipment	$	24,039		$	10,513
Leasehold improvements		68,188			70,160
Motor vehicle		24,288			25,019
Property and equipment, Gross		116,515			105,692
Less: accumulated depreciation		(42,832	)		(37,083	)
Property and equipment, Net	$	73,683		$	68,609

For the period ended December 31, 2025 and 2024, total depreciation expense was $6,919 and $ 8,670, respectively

NOTE 4 – INTANGIBLE ASSETS, Net

SCHEDULE OF INTANGIBLE ASSETS, Net

	As of December 31, 2025			As of September 30, 2025
Intangible assets (provisional)	$	369,183		$	-
Less: accumulated amortization		(30,765	)		-
Intangible assets, Net	$	338,418		$	-

For the period ended December 31, 2025 and 2024, total amortization expense was $30,765 and $nil, respectively.

During the period ended December 31, 2025, the Company completed the acquisitions of three entities (see Note 6). The excess of the fair value of total consideration transferred, including equity consideration and contingent consideration liability, over the fair value of net tangible assets acquired was provisionally recorded as identifiable intangible assets. Based on management’s preliminary assessment, these intangible assets primarily relate to assembled workforce know-how and operational capabilities associated with the acquired businesses and have been assigned an estimated useful life of two years. The valuation of these intangible assets is preliminary and subject to adjustment during the measurement period as additional information becomes available.

Estimated amortization expense for the next three years is as follows:

SCHEDULE OF AMORTIZATION EXPENSES


September 30, 2026 (remaining)	$	153,000
September 30, 2027		181,000
September 30, 2028		4,418

NOTE 5 – OPERATING LEASES

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 asset and related operating lease liability of $232,589 (NT$7,356,000) upon commencement of the new leases.

On December 1, 2025, the Company, through its subsidiary Haisen Shangliu Co. Limited (“HSCL”), entered into a new operating lease for the rental of one office with lease terms of two years. The aggregate monthly lease payment is approximately $645 (NT $20,000) per month, with aggregate commitment of approximately $15,480 (NT$480,000). In relation to the new lease, the Company recognized an operating lease right-of-use asset and related operating lease liability of $14,833 (NT$465,320) upon commencement of the new lease.

The components of rent expense and supplemental cash flow information related to leases for the period are as follows:

	For the nine months ended June 30,
	For the three months ended December 31,
	2025			2024
Lease Cost
Operating lease cost	$	6021,~~527~~408		$	-20,163
Other Information
Weighted average remaining lease term – operating leases (in years)		21.54			-2.5
Weighted average discount rate for operating lease		3.26	%		-3.26	%

AtOperating ~~June 30, 2025, there was no operating~~ lease right-of-use asset orfor ~~liability~~the ~~recorded~~period ~~for~~ended ~~the~~December ~~short-term~~31, ~~lease.~~2025 is as follows:

At June 30, 2025, the supplemental balance sheet information related to leases is as follows:

Operating lease right-of-use asset as of June 30, 2025 is as follows:

Right-of-use assets, net as of September 30, 2024	$	214,063
Right-of-use assets, net as of September 30, 2025	$	144,022
Less: amortization		(56,097	)
New lease right-of-use asset recognized		14,833
Foreign exchange translation		13,167
Less: amortization		(20,325	)
Right-of-use assets, net as of June 30, 2025	$	171,133
Foreign exchange translation		(3,866	)
Operating lease liabilities as of June 30, 2025 is as follows:
Right-of-use assets, net as of December 31, 2025	$	134,664
Lease liability at September 30, 2024	$	214,063
Operating lease liabilities for the period ended December 31, 2025 is as follows:
Add: imputed interest		4,430
Lease liability at September 30, 2025	$	144,022
Less: principal repayment		(60,527	)
New lease liability recognized		14,833
Foreign exchange translation		13,167
Add: imputed interest		1,083
Lease liability at June 30, 2025	$	171,133
Less: principal repayment		(21,408	)
Lease liability current portion	$	84,173
Foreign exchange translation		(3,866	)
Lease liability non-current portion		86,960
Lease liability at December 31, 2025	$	134,664
Total operating lease liability	$	171,133
Lease liability current portion	$	86,946
Lease liability non-current portion		47,718
Total operating lease liability	$	134,664

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

2025	$	22,066
2026	$	67,353
2026		88,265
2027		69,265
2027		66,199
2028		1,275
Total lease payments		~~176~~137,~~530~~893
Less: Imputed interest		(53,~~397~~229	)
Present value of operating lease liabilities	$	~~171~~134,~~133~~664

NOTE 46 -– ~~STOCKHOLDERS’ EQUITY~~ACQUISITIONS

AsIn ofNovember ~~June 30~~2025, ~~2025~~ the Company ~~has~~completed ~~600,000,000 shares~~the ofacquisition ~~commons stock authorized and 216,779,700 shares~~ of ~~common~~equity ~~stock~~interests ~~issued~~in ~~and~~three ~~outstanding,~~unrelated ~~respectively.~~companies:

~~During~~ SCHEDULE ~~the~~OF ~~nine~~ACQUISITION ~~months~~OF ~~ended~~EQUITY ~~June 30, 2025, the Company did not issue any shares of common stock. During the nine months ended June 30, 2024, the Company issued 2,924,200 shares of common stock for total proceeds of $1,462,100.~~INTERESTS

NOTE 5 - RELATED PARTY TRANSACTIONS

Name of acquiree	Equity interest acquired			General description
Dong Li Fang Zhou Co. Limited (“DLFZ”)		51	%	DLFZ sells automotive lubricant and car care products
Homula Limited Company (“HLC”)		51	%	HLC sells interior and architectural materials
Haisen Shangliu Co. Limited (“HSCL”)		51	%	HSCL sells consumer products

~~Mr.~~The ~~Hsu~~Company ~~Shou~~utilized ~~Hung~~the ~~(“Mr.~~acquisition ~~Hsu”),~~method aof ~~founder~~accounting offor the ~~Company~~acquisitions in accordance with ASC 805, isBusiness ~~currently~~Combinations. The Company allocated the ~~Company’s~~purchase ~~CEO~~price ~~and~~to ~~CFO~~acquired tangible assets, ~~sole~~identifiable ~~director~~intangible assets, and ~~largest~~assumed liabilities at their ~~shareholder.~~estimated Asfair values as of ~~June~~the ~~30,~~date ~~2025,~~of Mracquisition. ~~Hsu~~The ~~collectively~~Company ~~owns~~acquired 96the three entities from existing shareholders for (i) cash consideration of $48,~~260~~837 (NT$ 1,530,000); ~~shares~~(ii) 331,350 orshares ~~44.40%,~~of the Company’s common stock issuable upon execution of acquisition agreements; and (iii) contingent consideration consisting of an estimated 356,202 shares of the Company’s ~~restricted~~common ~~Common~~stock ~~Stock~~(out of a maximum of 6,295,650 shares) issuable upon the achievement of specified post-acquisition revenue milestones. Contingent shares not earned in accordance with the performance milestones are forfeited.

~~At June 30, 2025 and September 30, 2024,~~ SCHEDULE ~~$7,130~~OF ~~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.~~ACQUISITION

Digital Frontier

	Dong Li Fang Zhou			Homula			Haisen Shangliu			Effect of exchange rate changes			Total
Fair value of consideration
Cash	$	16,351		$	16,351		$	16,257		$	(122	)	$	48,837
Fair value of common stock (331,350 total shares to be issued)		55,225			55,225			55,225			(634	)		165,041
Fair value of contingent consideration liability		59,367			59,367			59,026			(681	)		177,079
Total consideration transferred		130,943			130,943			130,508			(1,437	)		390,957
Non-controlling interest (49%)		13,205			(7,588	)		15,272			(31	)		20,858
Total fair value	$	144,148		$	123,355			145,780		$	(1,468	)	$	411,815

Allocation to assets acquired and liabilities assumed:
Cash	$	2,675		$	19,373		$	31,891		$	-		$	53,939
Prepaid expenses		74,397			15,481			238			-			90,116
Office equipment		-			3,347			4,153			-			7,500
Accounts and other payables		(50,123	)		(53,686	)		(5,114	)		-			(108,923	)
Net tangible assets		26,949			(15,485	)		31,168			-			42,632

Intangible assets (provisional)		117,199			138,840			114,612			(1,468	)		369,183
Total net assets acquired	$	144,148		$	123,355		$	145,780		$	(1,468	)	$	411,815

OnThe ~~April~~results ~~10,~~of ~~2025,~~Dong ~~the~~Li ~~Company,~~Fang ~~Mr. Hsu Shou Hung~~Zhou, ~~the~~Homula ~~Company’s CEO and CFO~~Limited, and aHaisen ~~Singapore~~Shangliu ~~private~~are ~~company,~~included ~~formed~~in ~~Digital Frontier Platforms Pte Ltd (“Digital Frontier"). Digital Frontier will be owned 35% by~~ the Company,’s ~~30%~~unaudited bycondensed ~~Mr.~~consolidated financial ~~Hsu,~~statements ~~and~~from ~~35% by~~ the ~~Singapore~~ ~~private~~date ~~company.~~acquired Onin ~~June~~November ~~20,~~ 2025, ~~the~~through ~~Company~~December ~~deposited $100~~31,~~000~~ ~~(out~~2025. ofThe aCompany ~~commitment~~has ofnot ~~$1,000,000)~~disclosed topro-forma ~~Digital Frontier to~~revenue beand ~~transferred~~earnings attributable to ~~its~~Dong ~~share~~Li ~~capital~~Fang ~~account once the other two shareholders have made their respective capital contributions. As of the date of this filing~~Zhou, ~~various~~Homula ~~corporate formation and governance documents have not been completed for Digital Frontier~~Limited, and ~~the~~Haisen ~~$100,000 is~~Shangliu ~~presented~~ as athey ~~deposit-related~~did ~~party.~~not ~~Digital~~have ~~Frontier~~a ismaterial ~~being~~effect ~~established~~on ~~to pursue opportunities in~~ the ~~digital economy initially~~Company’s ~~concentrating~~condensed onconsolidated ~~the~~financial ~~education sector~~statements.

~~Huang~~NOTE ~~Tian~~7– ~~Limited~~ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

On SCHEDULE ~~February~~OF ~~25,~~ACCRUED ~~2025,~~LIABILITIES ~~the~~AND ~~Company~~OTHER entered into a Sale and Purchase Agreement to acquire Huang Tian Limited (“HTL”), a dormant Taiwan private company wholly owned by Mr. Hsu Shou Hung, the Company’s CEO and CFO, and largest shareholder. Pursuant to the agreement, the Company agreed to acquire 100% of the issued and outstanding equity interests of Huang Tian Limited for a purchase price of approximately $9,020 (NT$ 300,000). The acquisition was completed on April 15, 2025, and was accounted for an acquisition of entities under common control. As a result of the acquisition of HTL, a deemed dividend of $3,939 was recorded, which represents the purchase price of $9,000 in excess of identifiable net assets acquired of $5,061. The accompany unaudited condensed consolidated financial statements were not retrospectively adjusted for the acquisition of HTL as of October 1, 2023, for comparative purposes because the historical operations of HTL were deemed to be immaterial to the Company’s consolidated financial statements.PAYABLES

Leader Capital

	As of December 31, 2025		As of September 30, 2025
Accrual expenses	$	43,095	$	56,127
Account payables		6,454		-
Other payables		92,218		6,955
Total	$	141,767	$	63,082

~~Mr.~~As ~~Lin Yi Hsiu (“Mr. Jeff Lin”) is Chief Executive Officer and a director~~ of ~~Leader~~December ~~Capital Holdings Corp. (“LCHC”)~~31, a ~~6.92%~~2025 ~~shareholder~~and inSeptember ~~the Company. In addition~~30, ~~CPN Investment Limited (“CPN”)~~2025, aaccrued ~~company~~liabilities ~~wholly~~and ~~owned~~other bypayables ~~Mr.~~are ~~Jeff~~made ~~Lin, is~~up ~~also a 6.86% shareholder~~ of ~~the~~salary ~~Company. Leader Financial Asset Management Limited (“LFAML”)~~payable, ~~another~~statutory ~~company wholly owned~~contribution, byaudit ~~Mr.~~fees ~~Jeff~~and ~~Lin, provides consulting services to the Company~~etc.

~~LCHC~~NOTE ~~and~~8 ~~its~~- ~~wholly~~STOCKHOLDERS’ ~~owned subsidiary, LOC Weibo Co., Limited (“LOC”) (collectively, “Leader”) provide IT and maintenance services to the Company, respectively.~~EQUITY

~~For~~As ~~the~~of ~~nine~~December ~~months~~31, ~~ended~~2025 ~~June~~the 30Company has 600,000,000 ~~2025~~shares of commons stock authorized and ~~2024~~216,779,700 ~~the~~shares ~~Company~~of ~~incurred~~common ~~the~~stock ~~following~~issued ~~fees~~and outstanding, ~~to Leader:~~respectively.

During the three months ended December 31, 2025 and 2024, the Company did not issue any shares of common stock.

NOTE 9 - 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, 2025, Mr. Hsu collectively owns 96,260,000 shares, or 44.40%, of the Company’s restricted Common Stock.

At December 31, 2025 and September 30, 2025, $9,645 and $7,739, 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.

Huang Tian Limited-acquisition of entity under common control

On February 25, 2025, the Company entered into a Sale and Purchase Agreement to acquire Huang Tian Limited (“HTL”), a dormant Taiwan private company wholly owned by Mr. Hsu, the Company’s CEO and CFO, and largest shareholder. Pursuant to the agreement, the Company agreed to acquire 100% of the issued and outstanding equity interests of HTL. The acquisition was completed on April 15, 2025, and was accounted for as an acquisition of entities under common control. The total purchase consideration of $9,120 (NT$ 300,000) exceeded the carrying value of net assets acquired of $5,181(NT$ 168,320) by $3,939 (NT$ 131,680). In accordance with ASC 805-50, this excess was recorded as an adjustment to equity, as it represents a transaction between entities under common control rather than an acquisition at fair value. The accompany consolidated financial statements were not retrospectively adjusted for the acquisition of HTL as of October 1, 2023, for comparative purposes because the historical operations of HTL were deemed to be immaterial to the Company’s consolidated financial statements.

Leader Capital Holdings Corp.

Mr. Lin Yi Hsiu (“Jeff Lin”) is Chief Executive Officer and a director of Leader Capital Holdings Corp. (“LCHC”). LCHC owns 8,212,231 shares of the Company’s restricted Common Stock and is a 3.79% shareholder in the Company. In addition, CPN Investment Limited (“CPN”), a company wholly owned by Jeff Lin, owns 14,868,939 shares of the Company’s restricted Common Stock, and is also a 6.85% shareholder of the Company.

LCHC, through its wholly owned subsidiary, LOC Weibo Co., Limited (“LOC”) provides IT and maintenance services to the Company. Leader Financial Asset Management Limited (“LFAML”), another company wholly owned by Jeff Lin, provides consulting and company secretarial services to the Company.

For the three months ended December 31, 2025 and 2024, the Company incurred the following fees to Leader:

Paid to:

Description

2025

2024

~~2025~~

~~2024~~

For the three months ended June 30,

For the nine months ended June 30,

For the three months ended December 31,

Paid to:

Description

2025

2024

~~2025~~

~~2024~~

LCHC

IT services

~~9,000~~-

717,~~500~~613

~~27,000~~

~~22,500~~

LOC

IT services

~~9,258~~-

~~7,646~~-

~~30,970~~

~~23,426~~

Total general and administrative expenses

Total

~~18,258~~-

1517,~~146~~613

~~57,970~~

~~45,926~~

~~NOTE~~Dong 6Li -Fang ~~SEGMENT~~Zhou ~~REPORTING~~Co. Limited

~~The~~Ms. ~~Company’s~~Yu ~~chief~~Yi ~~operating~~Jen ~~decision~~is ~~maker~~a ~~(“CODM”)~~director ~~has been identified as the Company’s Chief Executive Officer (“CEO”). The Company’s CODM evaluates performance~~ and ~~makes~~holds ~~operating~~a ~~decisions~~49% ~~about~~equity ~~allocating~~interest ~~resources~~in ~~based on financial data presented on a consolidated basis~~DLFZ. ~~Because~~As of the ~~CODM~~reporting ~~evaluates financial performance on a consolidated basis~~date, ~~the~~there ~~Company has~~is ~~determined~~an ~~that~~amount itdue ~~has~~to aMs. ~~single~~Yu ~~operating segment composed~~ of ~~the consolidated financial results of DFP Holdings~~$23,883, due ~~Limited.~~on ~~All~~demand ~~of our~~representing ~~revenue~~advances isprovided ~~derived~~primarily ~~from~~to ~~one~~support ~~country~~DLFZ’s ~~which~~daily isoperating ~~in Taiwan~~activities.

Homula Limited Company

Mr. Tsan Jui Chin is a director and holds a 16% equity interest in HLC. As of the reporting date, there is an amount due to Mr. Tsan of $45,069, due on demand representing advances provided primarily to support HLC’s daily operating activities. In addition, HLC has an amount payable of $128 to Mr. Tsan, mainly related to office lease expenses.

NOTE 10 – COMMITMENTS AND CONTINGENCIES

In August, 2024, the Company signed a contract with a third-party consultant and agreed to pay a total of $1.2 million for certain advisory services associated with the Company’s planned Initial Public Offering, and other consulting services. For the periods ended December 31, 2025 and 2024, there were no fees incurred related to this contract.

NOTE 11 - SEGMENT REPORTING

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 two 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.

Service income is primarily attributable to the Company’s principal business of delivering online and in-person media and leadership training courses. Sales of products is mainly contributed by the three recently acquired companies (DLFZ, HLC, and HSCL), whose principal business activities involve trading operations, as further described in the “Description of Business” section.

The following table presents the significant segment expenses and other segment items regularly reviewed by our CODM. Operating expenses include all remaining costs necessary to operate our business, which primarily include external professional services, income taxes, and other administrative expenses:

SCHEDULE OF SEGMENT REPORTING

	2025			2024
By Business Unit	Services Business			Sale of Products			Total
	As of and for the nine months ended June 30,
	For the three months ended December 31, 2025
	2025			2024
By Business Unit	Services Business			Sale of Products			Total
Revenue	$	~~931~~64,~~235~~638		$	~~968~~56,~~941~~252		$	120,890
Less:
Cost of revenue		(68,089	)		(29,538	)		(97,627	)
Salaries and related		288,540			366,623
Gross profit (loss)		(3,451	)		26,714			23,263
Commissions		226,645			252,117
General and administrative expenses
Operating expenses		775,829			422,936
Salaries and related		(93,372	)		(8,183	)		(101,555	)
Interest income		(19,008	)		(1,344	)
Operating expenses		(121,716	)		(31,993	)		(153,709	)
Net loss	$	(340,771	)	$	(71,391	)
Loss from operations	$	(218,539	)	$	(13,462	)	$	(232,001	)
Total other income		4,365			58			4,423
Income tax expenses		-			-			-
Net loss	$	(214,174	)		(13,404	)		(227,578	)

NOTE 7 - SUBSEQUENT EVENTS

By Business Unit	Services Business			Total
	For the three months ended December 31, 2025
By Business Unit	Services Business			Total
Revenue
Revenue	$	442,777		$	442,777
Cost of revenue		(122,932	)		(122,932	)
Gross profit		319,845			319,845

General and administrative expenses
Salaries and related		130,577			130,577
Operating expenses		125,043			125,043

Gain from operations	$	64,225		$	64,225

Total other income		11,821			11,821

Income tax expenses		(46,296	)		(46,296	)

Net profit	$	29,750		$	29,750

~~The Company performed an evaluation of subsequent events through the date of filing of these condensed consolidated~~NOTE ~~financial~~12 ~~statements~~- ~~with~~SUBSEQUENT ~~the SEC. There were no material subsequent events which affected, or could affect, the amounts or disclosures in the consolidated financial statements.~~EVENTS

14The Company has evaluated all events or transactions that occurred after December 31, 2025 up through the date the Company issued the financial statements. During this period, there was no material subsequent event which affected, or could affect, the amounts or disclosures in the condensed consolidated financial statements.

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

The Company has an accumulated deficit of $2,~~122~~461,~~177~~330 as of ~~June~~December 3031, 2025. To date, the operations have been primarily financed through ~~the~~ the issuance of common stock. These factors, among others, raise substantial doubt about the Company’s ability to continue as a ~~going~~ going concern within one year of the date that these financial statements are issued. The Company’s independent registered public ~~accounting~~ accounting firm, in its report on the Company’s consolidated financial statements for the year ended September 30, ~~2024~~2025, has also ~~expressed~~ expressed substantial doubt about the Company’s ability to continue as a going concern. The Company’s financial statements ~~included~~ included elsewhere in this Quarterly Report do not include any adjustments that might be necessary should the Company be unable to continue as 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~~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.

15The Company’s revenue consists of revenue from services and revenue from products. Revenue from services represent delivering online and in-person media and leadership training courses (“service revenue”) . In addition, the Company sells products to customers (“product revenue”).

Revenue is recognized in the period in which the services or products are delivered, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The Company recognizes deferred revenue at each period end for contracts that have been paid but which the related service or product 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.

RECENT ACCOUNTING PRONOUNCEMENTS

See Note 1 to the Condensed Consolidated Financial Statements.

RESULTS OF OPERATIONS

2025:

For the three ~~and nine~~ months ended ~~June~~December 3031, 2025, we generated revenue of $~~240~~120,~~753 and $931,235 respectively~~890.

For the three months ended ~~June~~December 3031, 2025, operating costs and expenses were $~~566~~339,~~711~~070, including cost of revenue of $9497,~~490~~627, general and ~~administrative~~ administrative expenses of $~~453~~255,~~963~~136, and general and administrative expenses to related party of $18128,~~258,~~ respectively.

For the nine months ended June 30, 2025, operating costs and expenses were $1,242,827, including cost of revenue of $307,885, general and administrative expenses of $876,972 and general and administrative expenses to related party of $57,970, respectively.

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 $~~147~~122,~~820~~932, general ~~and~~ and administrative expenses of $~~236~~238,~~241~~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 $367,188, general and administrative expenses of $620,937, and general and administrative expenses to related party of $45,926, respectively.

Liquidity and Capital Resources

~~The Company~~For ~~has~~the anthree-month ~~accumulated~~period ~~deficit~~ended ofDecember $231,~~122~~ 2025,~~177~~ the asCompany ofrecorded ~~June~~a ~~30,~~net ~~2025.~~loss Toof ~~date~~$227,578 ~~the~~and ~~operations~~used ~~have~~cash ~~been~~in ~~primarily~~operations ~~financed through the issuance~~ of ~~common stock~~$109,546. 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. In ~~The~~addition, the Company’s independent registered public accounting firm, in its report on the Company’s consolidated financial statements for the year ended September 30, ~~2024~~2025, has also expressed substantial doubt about the Company’s ability 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.

1618

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, 2025 due to material weaknesses in our internal ~~control~~ control over financial reporting as described below.

Material Weaknesses

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 were no 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 ~~their~~the cost.

1719

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.

Insider Trading Arrangements

During the quarter ended ~~June~~December 3031, 2025, 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”.

Future Plans

AsThe ~~part of its strategic direction, the~~ Company is actively ~~seeking~~engaged ~~potential~~in ~~business~~discussions ~~opportunities~~with inseveral ~~sustainable~~potential ~~and~~companies ~~high-growth~~to ~~sectors. These~~explore strategic opportunities ~~may~~that bealign ~~pursued~~with ~~through~~its ~~the~~long-term growth ~~establishment~~objectives. ofThrough ~~joint~~these ~~ventures,~~potential ~~strategic~~collaborations ~~acquisitions,~~ or partnerships, the ~~formation~~Company ofaims ~~new subsidiaries~~ to ~~conduct the business activities. Management believes these initiatives may~~ generate ~~long-term~~sustainable value, for shareholders, create meaningful operational synergies, and enhance ~~the~~its ~~Company’s~~overall ~~competitive~~market ~~position~~competitiveness. ~~While~~Management ~~discussions~~believes ~~are~~that ~~preliminary~~these ~~and~~initiatives ~~subject~~will enable ~~to change,~~ the Company ~~remains committed~~ to ~~exploring~~strengthen ~~avenues~~its ~~that~~business ~~support~~foundation, ~~scalable~~diversify its operations, and ~~sustainable~~capture ~~growth~~emerging opportunities within its target markets.

1820

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.

1921

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 14, 2025	By:	/s/ Hsu Shou Hung
Date: February 23, 2026	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)

2022

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