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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

☐

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 333-284102

AEN GROUP LTD.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation or organization)

2614 35 Street SW

Calgary, AB, Canada T3E 2Y2

(Address of principal executive offices, including zip code.)

(825) –994-3511

(Telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act 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 last 90 days. Yes ☒ NO ☐

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

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

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

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

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

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 7,737,000 shares as of September 30, 2025.

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PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements
	Interim Consolidated Balance Sheet as of September 30, 2025 (unaudited) and June 30, 2024 (audited)	4
	Interim Consolidated Statement of Comprehensive Income (Loss) (unaudited) for the Three Months Ended September 30, 2025 and 2024	5
	Interim Consolidated Statement of Changes in Stockholders’ Equity (unaudited) for the Three Months Ended September 30, 2025 and 2024	6
	Interim Consolidated Statement of Cash Flows (unaudited) for the Three Months Ended September 30, 2025 and 2024	7
	Notes to the Unaudited Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	13

Item 4.	Controls and Procedures	13

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	15

Item 1A.	Risk Factors	15

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15

Item 3.	Defaults upon Senior Securities	15

Item 4.	Mine Safety Disclosures	15

Item 5.	Other Information	15

Item 6.	Exhibits	16

SIGNATURES		17

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Cautionary Note Concerning Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements”. These forward-looking statements, including without limitation forward-looking statements made under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” involve risks and uncertainties. Any statements contained in this Quarterly Report that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements include, without limitation, statements as to our future operating results; plans for the marketing of our services; future economic conditions; the effect of our market and product development efforts; and expectations or plans relating to the implementation or realization of our strategic goals and future growth, including through potential future acquisitions. Forward-looking statements may include, among other things, statements relating to future sales, earnings, cash flow, results of operations, use of cash and other measures of financial performance, as well as statements relating to future dividend payments. Other forward-looking statements may be identified through the use of words such as “believes,” “anticipates,” “may,” “should,” “will,” “plans,” “projects,” “expects,” “expectations,” “estimates,” “predicts,” “targets,” “forecasts,” “strategy,” and other words of similar meaning in connection with the discussion of future operating or financial performance. These statements are based on current expectations, estimates and projections about the industries in which we operate, and the beliefs and assumptions made by management. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and changes in circumstances that are difficult to predict. Accordingly, the Company’s actual results may differ materially from those contemplated by the forward-looking statements. Investors, therefore, are cautioned against relying on any of these forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance.

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PART I. FINANCIAL INFORMATION

AEN Group Ltd.
Condensed Consolidated Balance Sheet
(Unaudited)

			September 30,			June 30,
	Note		2025			2025
ASSETS			($)			($)

Current Assets
Cash & cash equivalents				3,350			6,337
Accounts receivable				42			99
Inventory				26			-
TOTAL ASSETS				3,418			6,436

LIABILITIES & STOCKHOLDERS' EQUITY

Current Liabilities
Accounts payable and accrued expenses				17,367			20,837
Interest payable				1,612			1,069
Due to related party		6		17,030			23,200
Short term loan		6		43,100			43,100
Total Liabilities				79,109			88,206

Stockholders' Equity
Common stock		7		774			721
Additional Paid in Capital				49,410			23,113
Deficit				(125,903	)		(105,585	)
Accumulated Other Comprehensive Income (Loss)				28			(19	)
Total Stockholders' Equity				(75,691	)		(81,770	)

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY				3,418			6,436

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

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AEN Group Ltd.
Condensed Consolidated Statement of Comprehensive Loss
(Unaudited)

		For the			For the
		3 months			3 months
		ended			ended
		September 30,			September 30,
	Note	2025			2024
		($)			($)
Revenue			43			94

Cost of revenue			31			62
Gross profit			12			32

Selling, general & administrative expenses			19,794			20,265

Loss from operations			(19,782	)		(20,233	)

Other items
Finance costs			(543	)		-
Foreign exchange loss			7			(2	)

Net loss			(20,318	)		(20,235	)

Foreign exchange translation			47			(7	)

Net loss and other comprehensive loss			(20,271	)		(20,242	)

Basic and diluted earnings per common share			(0.00	)		(0.00	)
Weighted average number of common shares outstanding			7,215,728			7,210,000

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

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AEN Group Ltd.
Condensed Consolidated Statement of Changes in Stockholder's Equity
(Unaudited)

							Additional
			Common Stock				Paid-in					Accumulated
			Shares		Amount		Capital		Deficit			OCI			Total
	Note		(#)		($)		($)		($)			($)			($)

Balance, June 30, 2025				7,210,000		721		23,113		(105,585	)		(19	)		(81,770	)
Share issuance on September 30, 2025		7		527,000		53		26,297		-			-			26,350
Net loss				-		-		-		(20,318	)		-			(20,318	)
Foreign exchange translation				-		-		-		-			47			47
Balance, September 30, 2025				7,737,000		774		49,410		(125,903	)		28			(75,691	)

						Additional
		Common Stock				Paid-in					Accumulated
		Shares		Amount		Capital		Deficit			OCI			Total
	Note	(#)		($)		($)		($)			($)			($)

Balance, June 30, 2024			7,210,000		721		23,113		(1,479	)		44			22,399
Net loss			-		-		-		(20,235	)		-			(20,235	)
Foreign exchange translation			-		-		-		-			(7	)		(7	)
Balance, September 30, 2024			7,210,000		721		23,113		(21,714	)		37			2,157

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

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AEN Group Ltd.
Condensed Consolidated Statements of Cash Flows
(Unaudited)

	Note	For the 3 months September 30, 2025			For the 3 months September 30, 2024
		($)			($)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss			(20,318	)		(20,235	)
Changes in operating assets and liabilities
Changes in accounts receivable			57			-
Changes in prepaid expenses			-			(3,895	)
Changes in other receivables			-			4,500
Changes in inventory			(26	)		(183	)
Changes in accounts payable and accrued liabilities			(3,470	)		1,101
Changes in interest payable			543			-
Changes in customer deposits			-			63
Net cash used in operating activities			(23,214	)		(18,649	)

CASH FLOWS FROM FINANCING ACTIVITIES
Repayment to (advance from) related party			(6,170	)		22,900
Issuance of common stock			26,350			-
Net cash provided by financing activities			20,180			22,900

Effect of Exchange Rate Changes on Cash and Cash Equivalents			47			(37	)

Net (decrease) increase in cash			(2,987	)		4,214
Cash at beginning of period			6,337			27,170
Cash at end of period			3,350			31,384

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during period for:
Interest			-			-
Income Taxes			-			-

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AEN GROUP LTD.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED SEPTEMBER 30, 2025

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

AEN Group Ltd. (“AEN Group”) was incorporated on January 29, 2024, in the state of Nevada, USA. The AEN Group acquired 100% interest in AEN Trading Ltd. (“AEN Trading”) on May 15, 2024, as its wholly owned subsidiary. AEN Trading, incorporated on June 10, 2022, in Alberta, Canada, is a start-up in the business of importing and exporting specialty products to and from Asia. AEN Trading aims to bridge the gap between Canadian and Asian markets by providing high demand, superior quality products.

AEN Group and AEN Trading will be collectively referred to as the “Company”.

NOTE 2. BASIS OF PRESENTATION

These unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial reporting under ASC 270 and include the accounts of AEN Group Ltd. and its wholly owned subsidiary, AEN Trading Ltd., for the three months ended September 30, 2025, and 2024. All intercompany balances and transactions have been eliminated in consolidation.

On May 15, 2024, AEN Group issued 3,500,000 common shares to acquire 100% of AEN Trading. As the shareholders of AEN Trading obtained control of AEN Group through majority voting rights, the transaction was accounted for as a reverse acquisition, with AEN Trading treated as the accounting acquirer for financial reporting purposes.

These interim financial statements are unaudited. In the opinion of management, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the financial position and results of operations for the interim periods have been included. These statements do not include all disclosures required for annual financial statements and should be read in conjunction with the Company’s audited consolidated financial statements for the year ended June 30, 2025.

Functional and Presentation Currency

The functional and presentation currency of the Company is the U.S. dollar (USD). The functional currency of the Company’s subsidiary, AEN Trading Ltd., is the Canadian dollar (CAD). The Company’s foreign operations are measured using USD as the primary economic environment currency. No changes in functional currency occurred during the three months ended September 30, 2025.

NOTE 3. GOING CONCERN

These unaudited consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. This assumes the Company will continue operations for the next twelve months.

As of September 30, 2025, the Company had $3,350 in cash and outstanding liabilities of $79,109. The Company reported a net loss of $20,318 for the three months ended September 30, 2025 (2024: $20,235) and has an accumulated deficit of $125,903. Stockholders’ deficit was $75,691 as of September 30, 2025.

Management does not believe the Company’s current financial resources are sufficient to fund operations over the next twelve months. The Company continues to rely on additional capital from related parties or external investors. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Management has evaluated conditions and events through the date these financial statements were available for issuance and anticipates raising funds through capital markets or related party advances. There are no assurances such efforts will be successful.

These financial statements do not include any adjustments to asset carrying amounts or liability classifications that might result should the Company be unable to continue as a going concern.

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NOTE 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies followed in the preparation of these interim consolidated financial statements are consistent with those disclosed in the audited consolidated financial statements for the year ended June 30, 2025. There have been no changes in accounting policies during the three months ended September 30, 2025.

a. Use of Estimates and Assumptions

The preparation of consolidated 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 and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.

b. Fair Value of Financial Instruments

ASC 825, “Disclosures about Fair Value of Financial Instruments”, requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2025.

Fair values were assumed to approximate carrying values of on-balance-sheet financial instruments since they are short term in nature. These financial instruments include cash and accounts payable.

c. Earnings per Share

ASC No. 260, “Earnings Per Share”, specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. The Company has adopted the provisions of ASC No. 260.

Basic net loss per share amount is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company.

d. Cash and Cash Equivalents

Cash equivalents include highly liquid investments with original maturities of three months or less.

e. Income Taxes

Income taxes are provided in accordance with ASC No. 740, Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

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f. Revenue Recognition

The Company recognizes revenues when its customers obtain control of promised goods or services, in an amount that reflects the consideration which it expects to receive in exchange for those goods. The Company recognizes revenues following the five-step model prescribed under ASU No. 2014-09: (i) identifies contract(s) with a customer; (ii) identifies the performance obligations in the contract; (iii) determines the transaction price; (iv) allocates the transaction price to the performance obligations in the contract; and (v) recognizes revenues when (or as) it satisfies the performance obligation.

Under ASC 606 guidelines, a performance obligation is a promise to transfer to the customer a good or service that is separately identifiable and has standalone value. In our case, the sale of products satisfies both criteria and is considered a single performance obligation. This performance obligation is considered satisfied upon the delivery of the products to the customer, as this is when the customer obtains control of the goods.

Revenues from product sales are recorded net of applicable discounts and allowances that are offered within contracts with the Company’s customers.

The Company expenses incremental costs of obtaining a contract as and when incurred if the expected amortization period of the asset that it would have recognized is one year or less or the amount is immaterial.

g. Cost of Sales

Amounts that will be recorded as cost of sales relates to direct expenses incurred in order to fulfill orders from our customers. Such costs are recorded and allocated as incurred. Our cost of sales will consist primarily of the cost of product and shipping expenses.

h. Foreign Currency Translation and Balances

Transactions in foreign currencies are initially recorded by the Company at their respective functional currency rates prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rate of exchange at the reporting date. Exchange gains or losses arising from translation are recognized in the statement of operation.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined.

i. Foreign operations

The assets and liabilities of foreign operations are translated to U.S. dollars at exchange rates at the reporting date. The income and expenses of foreign operations are translated into U.S. dollars at an average monthly exchange rates for the date of the transactions. Foreign currency differences are recognized in other comprehensive income in the accumulated other comprehensive income (loss).

Foreign exchange gains or losses arising from a monetary item receivable from or payable to a foreign operation, the settlement of which is neither planned nor likely to occur in the foreseeable future and which in substance is considered to form part of the net investment in the foreign operation, are recognized in other comprehensive income in the cumulative amount of foreign currency translation differences.

j. Segment Reporting

Operating segments are defined as components of an enterprise engaging in business activities for which separate financial information is available that is regularly evaluated by the Group’s chief operating decision makers (“CODM”). Based on the criteria established by ASC280 “Segment Reporting”, the Group’s CODM has been identified as the Chief Executive Officer, who reviews consolidated results of the Company when making decisions about allocating resources and assessing performance.

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The Company’s CODM reviewed consolidated results, including revenue and operating income, at a consolidated level and concluded that there is only one operating and reportable segment in the Company.

The Company’s revenues are derived from within China. Therefore, no geographical segments are presented.

k. Recently Issued Accounting Guidance

The Company has evaluated all the recent accounting pronouncements through the date the financial statements were issued and filed with the Securities and Exchange Commission and believe that none of them will have a material effect on the Company’s financial statements.

NOTE 5. RELATED PARTY TRANSACTIONS

During the three months ended September 30, 2025, $6,260 due to related party balance received for common shares subscription was reclassed to equity (Note 6).

On January 1, 2025, an amount of $43,100 owed to a related party was converted into a loan with a maturity period of one year from the date of the loan agreement. The loan accrues interest at a rate of 5% per annum, payable upon maturity. Interest expense of $543 was recorded for the period ended September 30, 2025.

As of September 30, 2025 and June 30, 2025, the total balance due to related parties amounted to $17,030 and $23,200, respectively were owed to one individual who is an officer and director of the Company. These amounts are non-interest bearing and do not have maturity. The proceeds of the advance were used for operations.

NOTE 6. SHARE CAPITAL

On September 30, 2025, the Company closed a private placement and issued 527,000 common stocks for gross proceeds of $26,350.

As of September 30, 2025, the Company had 7,737,000 shares of common stock issued and outstanding.

NOTE 7. SEGMENT INFORMATION

Period ended September 30, 2025 and 2024, the Company has only one operating product segment and one geographic segment.

	3 months ended September 30, 2025			3 months ended September 30, 2024
	($)			($)
Segment revenue	$	43			94
Segment loss	$	(20,318	)		(20,235	)

NOTE 8. COMMITMENTS AND CONTINGENCIES

The Company has no commitments and contingencies liabilities to be disclosed.

NOTE 9. CONCENTRATIONS

During the three months ended September 30, 2025, the Company purchased 100% of its supplies from 1 supplier and no amounts were due to these suppliers. During the three months ended September 30, 2024, the Company purchased 100% of its supplies from two suppliers and no amounts were due to these suppliers.

NOTE 10. SUBSEQUENT EVENT

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date the financial statements were issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the unaudited consolidated financial statements.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

General Overview

AEN Group Ltd. (“AEN Group”) was incorporated on January 29, 2024, in the state of Nevada, USA. The AEN Group acquired 100% interest in AEN Trading Ltd. (“AEN Trading”) on May 15, 2024, as its wholly owned subsidiary. AEN Trading, incorporated on June 10, 2022, in Alberta, Canada, is in the business of importing and exporting specialty consumer products to and from Asia.

Results of Operations

Three months ended September 30, 2025, compared to the three months ended September 30, 2024:

Revenues and Sale Expenses:

We generated $43 in revenues and incurred $31 in cost of sales for the three months ended September 30, 2025 compared to $94 in revenues and $62 in cost of sales for the three months ended September 30, 2024.

Other Operating and General and Administrative Expenses:

During the three months ended September 30, 2025, we incurred $19,794 in selling, general and administration expenses compared to $20,265 in selling, general and administration expenses for the three months ended September 30, 2024. General and administrative expenses primarily consist of legal, accounting, consulting and other professional services fees. The higher cost for the quarter ended September 30, 2024 was primarily due to higher professional fees related to the preparation of the S-1 Registration Statement.

Net Loss:

Net loss was $20,318 for the three months ended September 30, 2025 compared to a net loss of $20,235 for the three months ended September 30, 2024.

Cash Used in Operating Activities

Net cash used in operating activities for the three months ended September 30, 2025 was $23,214 compared to net cash used in operating activities of $18,649 for the nine months ended September 30, 2024.

Cash Provided by Financing Activities

Net cash provided by financing activities for the three months ended September 30, 2024, was $20,180 consisting of repayment of advance from related party of $6,170 and issuance of shares of $26,350 compared to net cash provided by financing activities of $22,900 consisting of advance from related party for the three months ended September 30, 2024.

Total Assets:

The Company’s total assets were $3,418 as of September 30, 2025 and $6,436 as of June 30, 2025.

Total Liabilities:

The Company’s total liabilities were $79,109 as of September 30, 2025 compared to total liabilities of $88,206 as of June 30, 2025.

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Stockholders’ Deficit:

The Company’s shareholders’ deficit was $75,691 as of September 30, 2025 compared to shareholders’ deficit of $81,770 as of June 30, 2025.

Liquidity and Capital Resources

As of September 30, 2025, we had $3,418 in current assets and total current liabilities of $79,109.

We had a working capital deficiency of $75,691 as of September 30, 2025 compared to a working capital deficiency of $81,770 as of June 30, 2025.

Capital Resources

We anticipate we will need $50,000 for operations for the next 12 months, which includes $10,000 for selling, general and administrative purposes; $25,000 for professional fees, including legal and audit fees; $5,000 for consulting fees; and $10,000 for general working capital. Based on the foregoing, our cash on hand will not be adequate to satisfy our ongoing cash requirements.

Future Financings

We anticipate we will need additional financing to fund our business operations in the future and will primarily rely on equity sales of our common stock and loans from related parties. We presently do not have any arrangements or commitments for additional financing in place. There is no assurance that we will achieve additional financing by either the sale of our equity securities or by debt financing. In addition, the issuance of additional shares will result in dilution to our existing stockholders.

Off-Balance Sheet Arrangements

As of September 30, 2025, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial conditions, changes in financial conditions, revenues or expenses, results of operations, liquidity capital expenditures, or capital resources that is material to investors.

Contractual Obligations and Commitments

As of September 30, 2025, we did not have any contractual obligations and commitments.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

As a “small reporting issuer”, the Company is not required to provide the information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, our management evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2025.

Our management, with the participation of our president (our principal executive officer, our principal accounting officer and our principal financial officer), evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report.

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Based on this evaluation, our management has concluded that, as of the end of such period, our disclosure controls and procedures were not effective to ensure that information that is required to be disclosed by us in the reports we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our president (our principal executive officer, our principal accounting officer and our principal financial officer), to allow timely decisions regarding required disclosure. The reason or these deficiencies are as follows:

	1)	We have an inadequate number of personnel.
	2)	We do not have sufficient segregation of duties within our accounting functions.
	3)	We have insufficient written policies and procedure over our disclosures.

Evaluation of Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed by, or under the supervision of, our president (our principal executive officer and our principal accounting officer and principal financial officer), to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of our company are being made only in accordance with authorizations of management and directors of our company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not provide absolute assurance that a misstatement of our financial statements would be prevented or detected.

Further, the evaluation of the effectiveness of internal control over financial reporting was made as of a specific date, and continued effectiveness in future periods is subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management has conducted, with the participation of our president (our principal executive officer, our principal accounting officer and our principal financial officer), an evaluation of the effectiveness of our internal control over financial reporting as of September 30, 2025 in accordance with the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control — Integrated Framework. Based on this assessment, management concluded that as of September 30, 2025, our company’s internal control over financial reporting was not effective based on present company’s low business activity and lack of financial ability to engage additional staffing. Our Company is in the process of adopting specific internal control mechanisms. Future controls, among other things, will include more checks and balances and communication strategies between the management and the board to ensure efficient and effective oversight over company activities as well as more stringent accounting policies to track and update our financial reporting.

Changes in Internal Controls over Financial Reporting

As of the end of the period covered by this report, there have been no changes in the internal controls over financial reporting, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting subsequent to the date of management’s last evaluation.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

To the best knowledge of the Company’s directors and officers, the Company is currently not a party to any material pending legal proceeding.

ITEM 1A: RISK FACTORS

As a “smaller reporting company”, we are not required to provide the information required by this Item.

ITEM 2: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3: DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4: MINE SAFETY DISCLOSURES

Not applicable

ITEM 5. OTHER INFORMATION

None

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ITEM 6. EXHIBITS

The following exhibits are included with this quarterly filing:

Exhibit No.		Description
31.1		Sec. 302 Certification of Chief Executive Officer/Chief Financial Officer
32.1		Sec. 906 Certification of Chief Executive Officer/Chief Financial Officer
101		Interactive data files pursuant to Rule 405 of Regulation S-T

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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.

	AEN Group Ltd. Registrant

Date: November 19, 2025	By:	/s/ Dandan Chen
		Dandan Chen
		Chief Executive Officer and Chief Financial Officer
		Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer

AEN Group Ltd. 10-Q