Form 8-K/A
8-K/A — ADDENTAX GROUP CORP.
Accession: 0001493152-26-024117
Filed: 2026-05-18
Period: 2026-02-19
CIK: 0001650101
SIC: 7330 (SERVICES-MAILING, REPRODUCTION, COMMERCIAL ART & PHOTOGRAPHY)
Item: Entry into a Material Definitive Agreement
Item: Completion of Acquisition or Disposition of Assets
Item: Financial Statements and Exhibits
Documents
8-K/A — form8-ka.htm (Primary)
EX-10.1 (ex10-1.htm)
EX-10.2 (ex10-2.htm)
EX-99.1 (ex99-1.htm)
EX-99.2 (ex99-2.htm)
EX-99.3 (ex99-3.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K/A
8-K/A (Primary)
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0001650101
0001650101
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2026-02-19
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 2)
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 19, 2026 (February 17, 2026)
Addentax
Group Corp.
(Exact
name of registrant as specified in its charter)
Nevada
001-41478
35-2521028
(State
or other jurisdiction
of
incorporation)
(Commission
File
Number)
(IRS
Employer
Identification
No.)
Kingkey
100, Block A, Room 4805,
Luohu
District, Shenzhen City, China
518000
(Address
of principal executive offices)
(Zip
Code)
+(86)
755 86961 405
(Registrant’s
telephone number, including area code)
N/A
(Former
Name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instructions A.2. below):
☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
Common
Stock, par value $0.001 per share
ATXG
Nasdaq
Capital Market
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Explanatory
Note
This Current Report on Form 8-K/A Amendment
No. 2 amends the Current Report on Form 8-K and Form 8-K/A Amendment No. 1 filed with the Securities and Exchange Commission on February
19, 2026 and March 16, 2026, respectively (the “Original Form 8-Ks”). Following the submission of the Original Form 8-Ks,
this amendment is being filed to include the financial statements of Keemo Fashion Group Limited and the pro forma financial information
of Addentax Group Corp. required by Item 9.01 of Form 8-K, which are filed as Exhibits 99.1, 99.2 and 99.3. Other than as expressly set
forth above, this Form 8-K/A Amendment No. 2 does not, and does not purport to, amend, update or restate the information in any other
item of the Form 8-K and Form 8-K/A Amendment No. 1, or reflect any events that have occurred after the Form 8-K was originally filed.
This
Report on Form 8-K, is hereby incorporated by reference into the Company’s Registration Statements on Form S-8 (File Nos. 333-282599
and 333-289481).
Item
1.01 Entry into a Material Definitive Agreement
On
February 17, 2026, Addentax Group Corp. (the “Company”), through itself or its designated entity (the “Buyer”),
entered into a stock purchase agreement (the “Agreement”) to acquire 34,200,000 shares of Common Shares, par value $0.001
per share (the “Shares”), in Keemo Fashion Group Limited’s (“Keemo Fashion”), a Nevada corporation, with
the Guang Wen Global Group Limited (the “Seller”). The acquisition will close by May 1, 2026 upon which the Seller shall
convey and deliver to the Buyer, and the Buyer shall purchase and accept from the Seller, the Shares. The aggregate purchase price for
the acquisition was approximately $5.5 million and the purchase consideration shall be satisfied by utilizing a portion of an existing
bond held by the Company. The bond issued pursuant to a note subscription arrangement dated August 24, 2023, with an original principal
amount of US$17,500,000, bearing interest at a rate of 2.5% per annum, with a one-year tenor (renewable), and governed by the laws of
the State of New York. In connection with the partial bond transfer, the Seller and the Company entered into a bond transfer agreement
whereby the Company shall split and transfer a portion, approximately US$5.5 million, of an existing bond to the Seller (or its designated
counterparty) as consideration for the acquisition. After the acquisition, the Company shall become an approximately 62.18% holder
of the voting rights of the issued and outstanding shares of Keemo Fashion, on a fully-diluted basis, and became the controlling shareholder.
The
foregoing description of the stock purchase agreement and bond transfer agreement are qualified in their entirety by reference to the
full text of the of the stock purchase agreement and bond transfer agreement thereof, which is attached as Exhibits 10.1 and 10.2 hereto
and incorporated by reference herein.
Item
2.01 Completion of Acquisition of Assets
On
March 30, 2026, the Buyer, completed the acquisition of 34,200,000 Shares of Keemo Fashion, from the Seller, pursuant to the Agreement,
which was previously disclosed in the Company’s Current Report on Form 8-K and Current Report on Form 8-K/A Amendment No. 1 filed
on February 19, 2026 and March 16, 2026, respectively.
The
aggregate purchase price for the acquisition was approximately $5.5 million, which was satisfied through the transfer of a portion of
an existing bond held by the Company. In connection with the consummation of the acquisition, the Company transferred a portion of such
bond at closing, in the principal amount of approximately $5.5 million, to the Seller (or its designated counterparty) as consideration
for the Shares.
Following
the completion of the acquisition, the Company holds approximately 62.18% of the voting rights of the issued and outstanding shares of
Keemo Fashion, on a fully diluted basis, and Keemo Fashion has become a controlled subsidiary of the Company.
Keemo
Fashion Overview
Keemo
Fashion Group Limited is a Nevada-incorporated company headquartered in Shenzhen, People’s Republic of China. The company
operates two core business segments: (i) an apparel and garment trading business focused on the wholesale distribution of men’s
and women’s apparel to distributors primarily in China, sourcing directly from manufacturers without maintaining its own production
facilities; and (ii) a digital publishing business conducted through its wholly owned subsidiary, GW Reader Sdn. Bhd. in Malaysia, which
operates a mobile-based online fiction platform utilizing a pay-per-chapter microtransaction model for global readers.
ORGANIZATION
AND BUSINESS BACKGROUND
Keemo
Fashion Group Limited, a Nevada corporation, (herein referred as “Keemo Fashion”) was incorporated under the laws
of the State of Nevada on April 22, 2022.
Keemo
Fashion Group Limited is headquartered in Shenzhen, People Republic of China (herein referred as (“China”). Keemo Fashion
primarily operates in men and women apparel and garment trading business, focusing on wholesaling to distributors mainly based
in China, sourcing directly from manufacturers in China. Keemo Fashion does not maintain and operate any production and manufacturing
of apparel facility or machine and equipment.
Keemo
Fashion’s executive office is located at 69,
Wanke Boyu, Xili Liuxin 1st Rd, Nanshan District, Shenzhen, Guangdong 518052, China.
On
July 25, 2024, the Board of Directors approved a ten-for-one (10:1) forward stock split (the “Forward Split”) of Keemo
Fashion’s common stock, par value $0.001 per share. Keemo Fashion filed a Certificate of Amendment and Restated Certificate
of Incorporation (the “Certificate of Amendment”) to effect the forward stock split with the Secretary of State of Nevada
on August 2, 2024. The Forward Split became effective on August 8, 2024 and the common stock began trading on a split-adjusted basis
on August 9, 2024. Concurrently with the effectiveness of the split, the issued and outstanding shares of common stock increased from
5,500,000 to 55,000,000, which is proportional to the ratio of the split. All share and per share amounts presented herein have been
retroactively adjusted to reflect the impact of the Forward Split.
Acquisition
of GW Reader Holding Limited and its subsidiaries
On
May 26, 2025, Keemo Fashion entered into a Material Definitive Agreement, pursuant to a Share Purchase Agreement (the “Agreement”)
with Guang Wen Global Group Limited (the “Seller”), a company incorporated in the British Virgin Islands. Under the terms
of the Agreement, Keemo Fashion agreed to acquire 100% of the issued and outstanding shares of GW Reader Holding Limited (“GW
Reader Holding”), a company incorporated on October 12, 2023 in the Cayman Islands and a wholly-owned subsidiary of the Seller.
Through this acquisition, Keemo Fashion would also obtain ownership of all assets held by GW Reader Holding, including its two
wholly-owned subsidiaries: Willing Read Culture Technology Co., Limited (“Willing Read”), incorporated on May 6, 2024 in
Hong Kong, and GW Reader Sdn. Bhd. (“GW Reader”), incorporated on October 30, 2020 in Malaysia.
On
September 2, 2025, Keemo Fashion completed the acquisition of GW Reader Holding. Upon closing, the Company became the sole direct
shareholder of GW Reader Holding and, through this ownership structure, obtained 100% indirect ownership of Willing Read and GW Reader.
As
of the issuance date of this financial report, the details of Keemo Fashion’s subsidiaries are as follows. All subsidiaries
of the Group are wholly-owned by Keemo Fashion.
KEEMO
FASHION
Name
of Subsidiary
Date
of
Incorporation
Place
of
Incorporation
%
of
Ownership
Principal
Activities
GW
Reader Holding Limited (“GW Reader Holding”)
October
12, 2023
Cayman
Islands
100%
Investment
holding
Willing
Read Culture Technology Co., Limited (“Willing Read”)
May
6, 2024
Hong
Kong
100%
Investment
holding
GW
Reader Sdn. Bhd. (“GW Reader”)
October
30, 2020
Malaysia
100%
Digital
publishing
During
the financial period, following the acquisition of new subsidiaries, Keemo Fashion also ventured into the digital publishing business.
This includes providing users with access to paid digital content such as web-novels and e-books, where users purchase virtual currency
(“Coins”) to redeem for specific content.
Business
of GW Reader Sdn. Bhd.
GW
Reader operates a digital publishing platform specializing in serialized online fiction for a global audience. Through its proprietary
mobile application and website, GW Reader develops, sources, and distributes original and translated content across popular genres
such as romance, fantasy, and action. GW Reader uses a “pay-per-chapter” microtransaction model in which users purchase tokens
to unlock individual episodes. This model offers readers flexibility while supporting ongoing content creation.
As
of the reporting date, Keemo Fashion operates two primary business segments:
1.
Apparel
Trading Business – conducted through KEEMO Fashion Group Limited in China.
2.
Digital
Publishing Business – conducted through GW Reader Sdn. Bhd. in Malaysia.
Safe
Harbor Statement
This
Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act
of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “is
expected to,” “anticipates,” “aim,” “future,” “intends,” “plans,” “believes,”
“are likely to,” “estimates,” “may,” “should” and similar expressions. Such forward-looking
statements include, without limitation, the expected benefits of the acquisition of Keemo Fashion and the integration of its business
operations. All statements other than statements of historical fact in this Form 8-K are forward-looking statements and involve certain
risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. These forward-looking
statements are based on management’s current expectations, assumptions, estimates and projections about the Company and the industry
in which the Company operates, but involve a number of unknown risks and uncertainties. Further information regarding these and other
risks is included in the Company’s filings with the U.S. Securities and Exchange Commission. The Company undertakes no obligation
to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except
as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable,
it cannot assure you that such expectations will turn out to be correct, and actual results may differ materially from the anticipated
results. You are urged to consider these factors carefully in evaluating the forward-looking statements contained herein and are cautioned
not to place undue reliance on such forward-looking statements, which are qualified in their entirety by these cautionary statements.
Item
9.01 Financial Statements and Exhibits.
Item
1: Financial Statements of Businesses Acquired
The
audited financial statements of Keemo Fashion Group Limited required by Item 9.01(a) of Form 8-K are filed as exhibits to this Current
Report on Form 8-K/A:
Item
3: Exhibits.
Exhibit Number
Description
10.1
Stock Purchase Agreement dated February 17, 2026
10.2
Bond Transfer Agreement dated February 18, 2026
99.1
Audited financial statements of Keemo Fashion Group Limited as of July 31, 2025, and 2024
99.2
Unaudited financial statements of Keemo Fashion Group Limited for five months ended December 31, 2025 and 2024
99.3
Unaudited
pro forma condensed combined financial statements of Addentax Group Corp as of years ended March 31, 2025 and 2024, and for
nine months ended December 31, 2025 and 2024
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document)
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 hereunto duly authorized.
Addentax
Group Corp.
Date:
May 18, 2026
By:
/s/
Hong Zhida
Hong
Zhida
Chief
Executive Officer
EX-10.1
EX-10.1
Filename: ex10-1.htm · Sequence: 2
Exhibit
10.1
STOCK
PURCHASE AGREEMENT
Between
GUANG
WEN GLOBAL GROUP LIMITED
And
ADDENTAX
GROUP CORP.
dated
as of
FEBRUARY
17, 2026
TABLE
OF CONTENTS
ARTICLE
I PURCHASE AND SALE
5
Section
1.01 Purchase and Sale.
5
Section
1.02 Purchase Price.
5
Section
1.03 Withholding Taxes.
5
ARTICLE
II CLOSING
6
Section
2.01 Closing.
6
Section
2.02 Seller Closing Deliverables.
6
Section
2.03 Buyer’s Deliveries.
6
ARTICLE
III REPRESENTATIONS AND WARRANTIES OF SELLER
7
Section
3.01 Organization and Authority of Seller.
7
Section
3.02 Title of the Seller.
7
Section
3.03 Authorization and Enforceability.
7
Section
3.04 No General Solicitation or Advertisement.
8
Section
3.05 Due Diligence Materials Provided.
8
Section
3.06 Brokers and Finders.
8
ARTICLE
IV REPRESENTATIONS AND WARRANTIES OF BUYER
8
Section
4.01 Organization, Authority, and Qualification of Buyer.
8
Section
4.02 Capitalization.
8
Section
4.03 No Subsidiaries.
9
Section
4.04 No Conflicts or Consents.
9
Section
4.05 Financial Statements.
9
Section
4.06 Undisclosed Liabilities.
9
Section
4.07 Absence of Certain Changes, Events, and Conditions.
10
Section
4.08 Material Contracts.
10
Section
4.09 Real Property; Title to Assets.
11
Section
4.10 Intellectual Property.
11
2
Section
4.11 Material Customers and Suppliers.
12
Section
4.12 Insurance.
12
Section
4.13 Legal Proceedings; Governmental Orders.
13
Section
4.14 Compliance with Laws; Permits.
13
Section
4.15 Environmental Matters.
13
Section
4.16 Employee Benefit Matters.
14
Section
4.17 Employment Matters.
15
Section
4.18 Taxes.
16
Section
4.19 Books and Records.
16
Section
4.20 OTC Filings.
16
Section
4.21 Trading.
17
Section
4.22 Related Party Transactions.
17
Section
4.23 Brokers.
17
Section
4.24 Full Disclosure.
17
ARTICLE
V REPRESENTATIONS AND WARRANTIES OF BUYER
17
Section
5.01 Organization and Authority of Buyer.
17
Section
5.02 No Conflicts; Consents.
18
Section
5.03 Investment Purpose.
18
Section
5.04 Brokers.
18
ARTICLE
VI COVENANTS
18
Section
6.01 Confidentiality.
18
Section
6.02 Non-Competition; Non-Solicitation.
18
Section
6.03 Further Assurances.
20
Section
6.04 Management Appointment Rights.
20
3
ARTICLE
VII TAX MATTERS
20
Section
7.01 Tax Covenants.
20
Section
7.02 Straddle Period.
20
Section
7.03 Termination of Existing Tax Sharing Agreements.
21
Section
7.04 Tax Indemnification.
21
Section
7.05 [No Section 336(e) Election.
21
Section
7.06 Cooperation and Exchange of Information.
21
Section
7.07 Survival.
22
ARTICLE
VIII INDEMNIFICATION
22
Section
8.01 Indemnification by Seller.
22
Section
8.02 Indemnification by Buyer.
22
Section
8.03 Indemnification Procedures.
22
Section
8.04 Survival.
23
Section
8.05 Tax Claims.
23
Section
8.06 Cumulative Remedies.
23
ARTICLE
IX MISCELLANEOUS
23
Section
9.01 Expenses.
23
Section
9.02 Interpretation; Headings.
23
Section
9.03 Severability.
23
Section
9.04 Entire Agreement.
24
Section
9.05 Successors and Assigns.
24
Section
9.06 Amendment and Modification; Waiver.
24
Section
9.07 Governing Law; Submission to Jurisdiction[; Waiver of Jury Trial].
24
Section
9.08 Counterparts.
24
4
STOCK
PURCHASE AGREEMENT
This
Stock Purchase Agreement (this “Agreement”), dated as of February 17, 2026, is entered into between Guang Wen Global
Group Limited, a British Virgin Islands corporation (“Seller”), and Addentax Group Corp., a Nevada corporation
(“Buyer”). Capitalized terms used in this Agreement have the meanings given to such terms herein.
RECITALS
WHEREAS,
Seller owns 34,200,000 shares of the issued and outstanding shares of common stock, $0.001 par value (the “Shares”),
of Keemo Fashion Group Limited, a Nevada corporation (the “Company”); and
WHEREAS,
Seller wishes to sell to Buyer, and Buyer wishes to purchase from Seller, the Shares, subject to the terms and conditions set forth herein;
NOW,
THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE
I
Purchase
and sale
Section
1.01 Purchase and Sale. Subject to the terms and
conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Shares, free and clear
of any mortgage, pledge, lien, charge, security interest, claim, community property interest, option, equitable interest, restriction
of any kind (including any restriction on use, voting, transfer, receipt of income, or exercise of any other ownership attribute), or
other encumbrance (each, an “Encumbrance”) [(other than restrictions on transfer arising under applicable state or
federal securities laws)].
Section
1.02 Purchase Price. The aggregate purchase price
for the Shares shall be $5,500,000 (the “Purchase Price”). The Purchase Price shall be satisfied in full at the Closing
by non-cash consideration. At the Closing, the Buyer shall pay the Purchase Price to Seller by transferring a portion of an existing
bond held by Buyer, having an aggregate value equal to $5,500,000 (the “Bond Consideration”), to the Seller. The Bond Consideration
shall be derived from a bond issued pursuant to a note subscription arrangement dated August 24, 2023, with an original principal amount
of US$17,500,000, bearing interest at a rate of 2.5% per annum, with a one-year tenor (renewable), and governed by the laws of the State
of New York (the “Bond”).
Section
1.03 Withholding Taxes. Buyer shall be entitled to deduct and withhold from the Purchase
Price all Taxes that Buyer may be required to deduct and withhold under any provision of Tax Law. All such withheld amounts shall be
treated as delivered to Seller hereunder.
5
ARTICLE
II
CLOSING
Section
2.01 Closing. The closing of the transactions contemplated by this Agreement (the “Closing”)
shall take place on May 1, 2026 (the “Closing Date”)
at the offices of Loeb & Loeb LLP, 2206-19 Jardine House, 1 Connaught Place, Central, Hong Kong SAR, or remotely by exchange of documents
and signatures (or their electronic counterparts). The consummation of the transactions contemplated by this Agreement shall be deemed
to occur at 10:00 a.m. Eastern time on the Closing Date.
Section
2.02 Seller Closing Deliverables. At the Closing, Seller shall deliver to Buyer the
following:
(a)
Share certificates evidencing the Shares, free and clear of all Encumbrances, duly endorsed in blank or accompanied by stock powers
or other instruments of transfer duly executed in blank.
(b)
A certificate of the Secretary (or other officer) of Seller certifying: (i) that attached thereto are true and complete copies of
all resolutions of the board of directors of Seller authorizing the execution, delivery, and performance of this Agreement and the other
agreements, instruments, and documents required to be delivered in connection with this Agreement or at the Closing (collectively, the
“Transaction Documents”) to which Seller is a party and the consummation of the transactions contemplated hereby and
thereby, and that such resolutions are in full force and effect; (ii) the names, titles, and signatures of the officers of Seller authorized
to sign this Agreement and the other Transaction Documents; and (iii) that attached thereto are true and complete copies of the governing
documents of the Company, including any amendments or restatements thereof, and that such governing documents are in full force and effect.
(c)
A good standing certificate (or its equivalent) for the Company from the secretary of state or similar Governmental Authority of the
jurisdiction in which the Company is organized and each jurisdiction where the Company is required to be qualified, registered, or authorized
to do business. The term “Governmental Authority” means any federal, state, local, or foreign government or political
subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any arbitrator, court, or tribunal
of competent jurisdiction.
(d)
The delivery of the executed version of the bond transfer agreement by the Seller.
Section
2.03 Buyer’s Deliveries. At the Closing, Buyer shall deliver the following to
Seller:
(a)
The Purchase Price.
(b)
A certificate of the Secretary (or other officer) of Buyer certifying: (i) that attached thereto are true and complete copies of
all resolutions of the board of directors of Buyer authorizing the execution, delivery, and performance of this Agreement and the Transaction
Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, and that such resolutions
are in full force and effect; and (ii) the names, titles, and signatures of the officers of Buyer authorized to sign this Agreement and
the other Transaction Documents to which it is a party.
(c)
The delivery of the executed version of the bond transfer agreement by the Buyer and all documents, instruments, and evidence necessary
to effectuate the transfer of the Bond Consideration.
6
ARTICLE
III
Representations
and warranties of seller
Seller
represents and warrants to Buyer that the statements contained in this ARTICLE III are true and correct as of the date hereof. For purposes
of this ARTICLE III, “Seller’s knowledge,” “knowledge of Seller,” and any similar phrases
shall mean the actual or constructive knowledge of any director or officer of Seller, after due inquiry.
Section
3.01 Organization and Authority of Seller. Seller
is a corporation duly organized, validly existing, and in good standing under the Laws (as defined in Section 3.05) of the British Virgin
Islands. Seller has full corporate power and authority to enter into this Agreement and the other Transaction Documents to which Seller
is a party, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby.
The execution and delivery by Seller of this Agreement and any other Transaction Document to which Seller is a party, the performance
by Seller of its obligations hereunder and thereunder, and the consummation by Seller of the transactions contemplated hereby and thereby
have been duly authorized by all requisite corporate action on the part of Seller. This Agreement and each Transaction Document to which
Seller is a party constitute legal, valid, and binding obligations of Seller enforceable against Seller in accordance with their respective
terms.
Section
3.02 Title of the Seller. Seller owns of record and beneficially the Shares of the
Company, validly issued, fully paid, free, non-assessable, and clear of all liens, encumbrances, pledges, claims, options, charges and
assessments of any nature whatsoever, with full right and lawful authority to transfer the Shares to Buyer. No person has any preemptive
rights or rights of first refusal with respect to any of the Shares. There exists no voting agreement, voting trust, or outstanding proxy
with respect to any of the Shares. There are no outstanding rights, options, warrants, calls, commitments, or other securities as defined
in the Federal Securities Act of 1933, or any other agreements, commitments, arrangements or understandings of any kind or nature, whether
oral or written, with respect to the Shares.
Section
3.03 Authorization and Enforceability. Seller has the legal right to enter into and
to consummate the transactions contemplated hereby, to perform his covenants and otherwise to carry out Seller’s obligations hereunder.
This Agreement and any related agreements or instruments, upon execution and delivery by the Seller (and assuming due execution and delivery
hereof and thereof by the Company and the Buyer hereto), will constitute a valid and legally binding obligation of the Seller, enforceable
against the Seller in accordance.
7
Section
3.04 No General Solicitation or Advertisement. Neither the Seller, nor any person acting on Seller’s behalf, has offered or
sold the Shares by any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act).
Section
3.05 Due Diligence Materials Provided. Seller has provided Buyer with true and accurate copies of all corporate books and records
relating to the Company in Seller’s possession or control. including but not limited to all business invoices, bank statements,
tax returns, and bookkeeping software and/or data files which describe the business activities of the Company. Seller does not have any
actual knowledge of any liability or obligation of the Company other than is reflected in said books and records.
Section
3.06 Brokers and Finders. The Seller represents and warrants that Seller has made no agreements involving any fees of any type that
relate to this Agreement and that would involve the Buyer, including but not limited to broker’s fee, finder’s fees or any
similar compensation arrangement.
ARTICLE
IV
Representations
and warranties of Company
Section
4.01 Organization, Authority, and Qualification of the Company. The
Company is a corporation duly organized, validly existing, and in good standing under the Laws of the State of Nevada and has full corporate
power and authority to own, operate, or lease the properties and assets now owned, operated, or leased by it and to carry on its business
as it has been and is currently conducted.
Section
4.02 Capitalization.
(a)
As of the Closing, the authorized shares of the Company consist of 75,000,000 shares of common stock, $0.001 par value, of which 55,000,000
shares are issued and outstanding and constitute the Shares. All of the Shares have been duly authorized, are validly issued, fully paid
and nonassessable, and are owned of record and beneficially by Seller, free and clear of all Encumbrances. Upon the transfer, assignment,
and delivery of the Shares and payment therefor in accordance with the terms of this Agreement, Buyer shall own all of the Shares, free
and clear of all Encumbrances.
(b)
All of the Shares were issued in compliance with applicable Laws. None of the Shares were issued in violation of any agreement or commitment
to which Seller or the Company is a party or is subject to or in violation of any preemptive or similar rights of any individual, corporation,
partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association, or other
entity (each, a “Person”).
(c)
The Company has no authorized or outstanding options, warrants, calls, subscriptions, rights, convertible securities or other securities
as defined in the Federal Securities Act of 1933 (“Securities”) or any commitments, agreements, arrangements or understandings
of any kind or nature obligating Company, in any such case, to issue shares of Company common stock or other Securities or securities
convertible into or evidencing the right to purchase shares of Company capital stock or other Securities. Neither Seller nor the Company
is a party of any agreement, understanding, arrangement or commitment, or bound by any Articles or By-Law provision which creates any
rights in any person with respect to the authorization, issuance, voting, sale or transfer of any shares of Company’s Stock or
other Securities.
8
Section
4.03 No Subsidiaries. The Company does not have,
or have the right to acquire, an ownership interest in any other Person.
Section
4.04 No Conflicts or Consents. The execution, delivery,
and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, and the consummation of
the transactions contemplated hereby and thereby, do not and will not: (a) violate or conflict with any provision of the certificate
of incorporation, by-laws, or other governing documents of the Company; (b) violate or conflict with any provision of any statute, law,
ordinance, regulation, rule, code, treaty, or other requirement of any Governmental Authority (collectively, “Law”)
or any order, writ, judgment, injunction, decree, determination, penalty, or award entered by or with any Governmental Authority (“Governmental
Order”) applicable to the Company; (c) require the consent, notice, or filing with or other action by any Person or require
any Permit, license, or Governmental Order; (d) violate or conflict with, result in the acceleration of, or create in any party the right
to accelerate, terminate, or modify any contract, lease, deed, mortgage, license, instrument, note, indenture, joint venture, or any
other agreement, commitment, or legally binding arrangement, whether written or oral (collectively, “Contracts”),
to which the Company is a party or by which the Company is bound or to which any of their respective properties and assets are subject;
or (e) result in the creation or imposition of any Encumbrance on any properties or assets of the Company.
Section
4.05 Financial Statements. Complete copies of the
Company’s audited financial statements consisting of the balance sheet of the Company as at July 31 in each of the years 2023,
2024, and 2025 and the related statements of income and retained earnings, stockholders’ equity, and cash flow for the years then
ended (the “Financial Statements”) have been delivered to Buyer. The Financial Statements have been prepared in accordance
with generally accepted accounting principles in effect in the United States from time to time (“GAAP”), applied on
a consistent basis throughout the period involved. The Financial Statements are based on the books and records of the Company and fairly
present the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the
Company for the periods indicated. The balance sheet of the Company as of July 31, 2025 is referred to herein as the “Balance
Sheet” and the date thereof as the “Balance Sheet Date”. The Company maintains a standard system of accounting
established and administered in accordance with GAAP.
Section
4.06 Undisclosed Liabilities. The Company has no
liabilities, obligations, or commitments of any nature whatsoever, whether asserted, known, absolute, accrued, matured, or otherwise
(collectively, “Liabilities”), except: (a) those which are adequately reflected or reserved against in the Balance
Sheet as of the Balance Sheet Date; and (b) those which have been incurred in the ordinary course of business consistent with past practice
since the Balance Sheet Date and which are not, individually or in the aggregate, material in amount.
9
Section
4.07 Absence of Certain Changes, Events, and Conditions. Since
the Balance Sheet Date, the Company has been operating in the ordinary course of business consistent with past practice and there has
not been, with respect to the Company, any change, event, condition, or development that is, or could reasonably be expected to be, individually
or in the aggregate, materially adverse to the business, results of operations, condition (financial or otherwise), or assets of the
Company.
Section
4.08 Material Contracts.
(a)
Section 4.08(a) of the Disclosure Schedules lists each Contract that is material to the Company (such Contracts, together with all Contracts
concerning the occupancy, management, or operation of any Real Property (as defined in Section 4.09(a)), being “Material Contracts”),
including the following:
(i)
each Contract of the Company involving aggregate consideration in excess of $100,000 and which, in each case, cannot be cancelled by
the Company without penalty or without more than 90 days’ notice;
(ii)
all Contracts that provide for the indemnification by the Company of any Person or the assumption of any Tax (as defined in Section 4.18(a)),
environmental, or other Liability of any Person;
(iii)
all Contracts relating to Intellectual Property (as defined in Section 3.11(a)), including all licenses, sublicenses, settlements, coexistence
agreements, covenants not to sue, and permissions;
(iv)
except for Contracts relating to trade payables, all Contracts relating to indebtedness (including, without limitation, guarantees) of
the Company; and
(v)
all Contracts that limit or purport to limit the ability of the Company to compete in any line of business or with any Person or in any
geographic area or during any period of time.
(b)
Each Material Contract is valid and binding on the Company in accordance with its terms and is in full force and effect. None of the
Company or, to Seller’s knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or
default under), or has provided or received any notice of any intention to terminate, any Material Contract. Complete and correct copies
of each Material Contract (including all modifications, amendments, and supplements thereto and waivers thereunder) have been made available
to Buyer.
10
Section
4.09 Real Property; Title to Assets.
(a)
Section 4.09(a) of the Disclosure Schedules lists all real property in which the Company has an ownership or leasehold (or subleasehold)
interest (together with all buildings, structures, and improvements located thereon, the “Real Property”), including:
(i) the street address of each parcel of Real Property; (ii) for Real Property that is leased or subleased by the Company, the landlord
under the lease, the rental amount currently being paid, and the expiration of the term of such lease or sublease, and any termination
or renewal rights of any party to the lease; and (iii) the current use of each parcel of Real Property. The Company has delivered or
made available to Buyer true, correct, and complete copies of all Contracts, title insurance policies, and surveys relating to the Real
Property.
(b)
The Company has good and valid (and, in the case of owned Real Property, good and indefeasible fee simple) title to, or a valid leasehold
interest in, all Real Property and personal property and other assets reflected in the Financial Statements or acquired after the Balance
Sheet Date (other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice
since the Balance Sheet Date). All Real Property and such personal property and other assets (including leasehold interests) are free
and clear of Encumbrances except for those items set forth in Section 4.09(b) of the Disclosure Schedules.
(c)
The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to possess, lease,
occupy, or use any leased Real Property. The use of the Real Property in the conduct of the Company’s business does not violate
in any material respect any Law, covenant, condition, restriction, easement, license, permit, or Contract and no material improvements
constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Company.
Section
4.10 Intellectual Property.
(a)
The term “Intellectual Property” means any and all of the following in any jurisdiction throughout the world: (i)
issued patents and patent applications; (ii) trademarks, service marks, trade names, and other similar indicia of source or origin, together
with the goodwill connected with the use of and symbolized by, and all registrations, applications for registration, and renewals of,
any of the foregoing; (iii) copyrights, including all applications and registrations; (iv) trade secrets, know-how, inventions (whether
or not patentable), technology, and other confidential and proprietary information and all rights therein; (v) internet domain names
and social media accounts and pages; and (vi) other intellectual or industrial property and related proprietary rights, interests, and
protections.
(b)
As of the date of this Agreement, Section 4.10(b) of the Disclosure Schedules lists all issued patents, registered trademarks, domain
names and copyrights, and pending applications for any of the foregoing and all material unregistered Intellectual Property that are
owned by the Company (the “Company IP Registrations”). The Company owns or has the valid and enforceable right to
use all Intellectual Property used in or necessary for the conduct of the Company’s business as currently conducted (the “Company
Intellectual Property”), free and clear of all Encumbrances. All of the Company Intellectual Property is valid and enforceable,
and all Company IP Registrations are subsisting and in full force and effect. The Company has taken all necessary steps to maintain and
enforce the Company Intellectual Property.
11
(c)
The conduct of the Company’s business as currently and formerly conducted has not infringed, misappropriated, or otherwise violated
the Intellectual Property or other rights of any Person. No Person has infringed, misappropriated, or otherwise violated any Company
Intellectual Property.
Section
4.11 Material Customers and Suppliers.
(a)
Section 4.11(a) of the Disclosure Schedules sets forth each customer who has paid aggregate consideration to the Company for goods or
services rendered in an amount greater than or equal to $100,000 for each of the three most recent fiscal years (collectively, the “Material
Customers”). The Company has not received any notice, and has no reason to believe, that any of its Material Customers has
ceased, or intends to cease after the Closing, to purchase or use its goods or services or to otherwise terminate or materially reduce
its relationship with the Company.
(b)
Section 4.11(b) of the Disclosure Schedules sets forth each supplier to whom the Company has paid consideration for goods or services
rendered in an amount greater than or equal to $100,000 for each of the three most recent fiscal years (collectively, the “Material
Suppliers”). The Company has not received any notice, and has no reason to believe, that any of its Material Suppliers has
ceased, or intends to cease, to supply goods or services to the Company or to otherwise terminate or materially reduce its relationship
with the Company.
Section
4.12 Insurance. Section 4.12 of the Disclosure Schedules
sets forth a true and complete list of all current policies or binders of insurance maintained by the Company or its Affiliates (including
the Company) and relating to the assets, business, operations, employees, officers, and directors of the Company (collectively, the “Insurance
Policies”). Such Insurance Policies: (a) are in full force and effect; (b) are valid and binding in accordance with their terms;
(c) are provided by carriers who are financially solvent; and (d) have not been subject to any lapse in coverage. Neither the Company
nor any of its Affiliates (including the Company) has received any written notice of cancellation of, premium increase with respect to,
or alteration of coverage under, any of such Insurance Policies. All premiums due on such Insurance Policies have been paid. None of
the Company or any of its Affiliates (including the Company) is in default under, or has otherwise failed to comply with, in any material
respect, any provision contained in any Insurance Policy. The Insurance Policies are of the type and in the amounts customarily carried
by Persons conducting a business similar to the Company and are sufficient for compliance with all applicable Laws and Contracts to which
the Company is a party or by which it is bound. For purposes of this Agreement: (x) “Affiliate” of a Person means
any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control
with, such Person; and (y) the term “control” (including the terms “controlled by” and “under common
control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and
policies of a Person, whether through the ownership of voting securities or other ownership interests, by contract, or otherwise.
12
Section
4.13 Legal Proceedings; Governmental Orders.
(a)
There are no claims, actions, causes of action, demands, lawsuits, arbitrations, inquiries, audits, notices of violation, proceedings,
litigation, citations, summons, subpoenas, or investigations of any nature, whether at law or in equity (collectively, “Actions”)
pending or, to the Company’s knowledge, threatened against or by the Company, or any Affiliate of the Company : (i) relating to
or affecting the Company or any of the Company’s properties or assets; or (ii) that challenge or seek to prevent, enjoin, or otherwise
delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as
a basis for, any such Action.
(b)
There are no outstanding, and the Company is in compliance with all, Governmental Orders against, relating to, or affecting the Company
or any of its properties or assets.
Section
4.14 Compliance with Laws; Permits.
(a)
The Company has complied, and is now complying, with all Laws applicable to it or its business, properties, or assets.
(b)
All permits, licenses, franchises, approvals, registrations, certificates, variances, and similar rights obtained, or required to be
obtained, from Governmental Authorities (collectively, “Permits”) in order for the Company to conduct its business,
including, without limitation, owning or operating any of the Real Property, have been obtained and are valid and in full force and effect.
Section 4.14(b) of the Disclosure Schedules lists all current Permits issued to the Company and no event has occurred that would reasonably
be expected to result in the revocation or lapse of any such Permit.
Section
4.15 Environmental Matters.
(a)
The terms: (i) “Environmental Laws” means all Laws, now or hereafter in effect, in each case as amended or supplemented
from time to time, relating to the regulation and protection of human health, safety, the environment, and natural resources, including
any federal, state, or local transfer of ownership notification or approval statutes; and (ii) “Hazardous Substances”
means: (A) “hazardous materials,” “hazardous wastes,” “hazardous substances,” “industrial wastes,”
or “toxic pollutants,” as such terms are defined under any Environmental Laws; (B) any other hazardous or radioactive substance,
contaminant, or waste; and (C) any other substance with respect to which any Environmental Law or Governmental Authority requires environmental
investigation, regulation, monitoring, or remediation.
(b)
The Company has complied, and is now complying, with all Environmental Laws. Neither the Company nor Seller has received notice from
any Person that the Company, its business or assets, or any real property currently or formerly owned, leased, or used by the Company
is or may be in violation of any Environmental Law or any applicable Law regarding Hazardous Substances.
13
(c)
There has not been any spill, leak, discharge, injection, escape, leaching, dumping, disposal, or release of any kind of any Hazardous
Substances in violation of any Environmental Law: (i) with respect to the business or assets of the Company; or (ii) at, from, in, adjacent
to, or on any real property currently or formerly owned, leased, or used by the Company. There are no Hazardous Substances in, on, about,
or migrating to any real property currently or formerly owned, leased, or used by the Company, and such real property is not affected
in any way by any Hazardous Substances.
Section
4.16 Employee Benefit Matters.
(a)
Section 4.16(a) of the Disclosure Schedules contains a true and complete list of each “employee benefit plan” as defined
in Section 3(3) of the Employee Retirement Income Security Act of 1974 (as amended, and including the regulations thereunder, “ERISA”),
whether or not written and whether or not subject to ERISA, and each supplemental retirement, compensation, employment, consulting, profit-sharing,
deferred compensation, incentive, bonus, equity, change in control, retention, severance, salary continuation, and other similar agreement,
plan, policy, program, practice, or arrangement which is or has been established, maintained, sponsored, or contributed to by the Company
or under which the Company has or may have any Liability (each, a “Benefit Plan”).
(b)
For each Benefit Plan, the Company has made available to Buyer accurate, current, and complete copies of each of the following: (i) the
plan document with all amendments, or if not reduced to writing, a written summary of all material plan terms; (ii) any written contracts
and arrangements related to such Benefit Plan, including trust agreements or other funding arrangements, and insurance policies, certificates,
and contracts; (iii) in the case of a Benefit Plan intended to be qualified under Section 401(a) of the Code, the most recent favorable
determination or national office approval letter issued by the Internal Revenue Service and any legal opinions issued thereafter with
respect to the Benefit Plan’s continued qualification; (iv) the most recent Form 5500 filed with respect to such Benefit Plan;
and (v) any material notices, audits, inquiries, or other correspondence from, or filings with, any Governmental Authority relating to
the Benefit Plan.
(c)
Each Benefit Plan and related trust has been established, administered, and maintained in accordance with its terms and in compliance
with all applicable Laws (including ERISA and the Code). Nothing has occurred with respect to any Benefit Plan that has subjected or
could subject the Company or, with respect to any period on or after the Closing Date, Buyer or any of its Affiliates, to a civil action,
penalty, surcharge, or Tax under applicable Law or which would jeopardize the previously-determined qualified status of any Benefit Plan.
All benefits, contributions, and premiums relating to each Benefit Plan have been timely paid in accordance with the terms of such Benefit
Plan and all applicable Laws and accounting principles. Benefits accrued under any unfunded Benefit Plan have been paid, accrued, or
adequately reserved for to the extent required by GAAP.
(d)
The Company has not incurred and does not reasonably expect to incur: (i) any Liability under Title I or Title IV of ERISA, any related
provisions of the Code, or applicable Law relating to any Benefit Plan; or (ii) any Liability to the Pension Benefit Guaranty Corporation.
No complete or partial termination of any Benefit Plan has occurred or is expected to occur.
14
(e)
The Company has not now or at any time within the previous three years contributed to, sponsored, or maintained: (i) any “multiemployer
plan” as defined in Section 3(37) of ERISA; (ii) any “single-employer plan” as defined in Section 4001(a)(15) of ERISA;
(iii) any “multiple employer plan” as defined in Section 413(c) of the Code; (iv) any “multiple employer welfare arrangement”
as defined in Section 3(40) of ERISA; (v) a leveraged employee stock ownership plan described in Section 4975(e)(7) of the Code; or (vi)
any other Benefit Plan subject to required minimum funding requirements.
(f)
Other than as required under Sections 601 to 608 of ERISA or other applicable Law, no Benefit Plan provides post-termination or retiree
welfare benefits to any individual for any reason.
Section
4.17 Employment Matters.
Neither
the execution of this Agreement nor any of the transactions contemplated by this Agreement will, either alone or in combination with
any other event: (i) entitle any current or former director, officer, employee, independent contractor, or consultant of the Company
to any severance pay, increase in severance pay, or other payment; (ii) accelerate the time of payment, funding, or vesting, or increase
the amount of compensation (including stock-based compensation) due to any such individual; (iii) limit or restrict the right of the
Company to amend or terminate any Benefit Plan; (iv) increase the amount payable under any Benefit Plan; (v) result in any “excess
parachute payments” within the meaning of Section 280G(b) of the Code; or (vi) require a “gross-up” or other payment
to any “disqualified individual” within the meaning of Section 280G(c) of the Code.
(a)
Section 4.17(a) of the Disclosure Schedules lists: (i) all employees, independent contractors, and consultants of the Company; and (ii)
for each individual described in clause (i), (A) the individual’s title or position, hire date, and compensation, (B) any Contracts
entered into between the Company and such individual, and (C) the fringe benefits provided to each such individual. All compensation
payable to all employees, independent contractors, or consultants of the Company for services performed on or prior to the Closing Date
have been paid in full.
(b)
The Company is not, and has not been, a party to or bound by any collective bargaining agreement or other Contract with a union or similar
labor organization (collectively, “Union”), and no Union has represented or purported to represent any employee of
the Company. There has never been, nor has there been any threat of, any strike, work stoppage, slowdown, picketing, or other similar
labor disruption or dispute affecting the Company or any of its employees.
(c)
The Company is and has been in compliance with: (i) all applicable employment Laws and agreements regarding
hiring, employment, termination of employment, plant closings and mass layoffs, employment discrimination, harassment, retaliation, and
reasonable accommodation, leaves of absence, terms and conditions of employment, wages and hours of work, employee classification, employee
health and safety, engagement and classification of independent contractors, payroll taxes, and immigration with respect to all employees,
independent contractors, and contingent workers; and (ii) all applicable Laws relating to
the relations between it and any labor organization, trade union, work council, or other body representing employees of the Company.
15
Section
4.18 Taxes.
(a)
All returns, declarations, reports, information returns and statements, and other documents relating to Taxes (including amended returns
and claims for refund) (collectively, “Tax Returns”) required to be filed by the Company on or before the Closing
Date have been timely filed. Such Tax Returns are true, correct, and complete in all respects. All Taxes due and owing by the Company
(whether or not shown on any Tax Return) have been timely paid. No extensions or waivers of statutes of limitations have been given or
requested with respect to any Taxes of the Company. The Company has delivered to Buyer copies of all Tax Returns and examination reports
of the Company and statements of deficiencies assessed against, or agreed to by, the Company, for all Tax periods ending after July 31,
2025. The term “Taxes” means all federal, state, local, foreign, and other income, gross receipts, sales, use, production,
ad valorem, transfer, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment,
estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits,
customs, duties, or other taxes, fees, assessments, or charges of any kind whatsoever, together with any interest, additions, or penalties
with respect thereto.
(b)
The Company has not been a member of an affiliated, combined, consolidated, or unitary Tax group for Tax purposes. The Company has no
Liability for Taxes of any Person (other than the Company) under Treasury Regulations Section 1.1502-6 (or any corresponding provision
of state, local, or foreign Law), as transferee or successor, by contract, or otherwise.
(c)
There are no liens for Taxes (other than for current Taxes not yet due and payable) upon the assets of the Company.
(d)
The Company is not a “foreign person” as that term is used in Treasury Regulations Section 1.1445-2. The Company is not,
nor has it been, a United States real property holding corporation (as defined in Section 897(c)(2) of the Code) during the applicable
period in Section 897(c)(1)(a) of the Code.
Section
4.19 Books and Records. The minute books and share record and transfer books of the
Company, all of which are in the possession of the Company and have been made available to Buyer, are complete and correct.
Section
4.20 OTC Filings. Except for stated herein, the Company has filed all reports, filings and financial statements required to be filed
with OTCID and complied in all material respects with the the requirements of the OTC Markets. The financial statements included in the
filings comply in all material respects with applicable accounting requirements and the rules and regulations of the OTC Markets with
respect thereto as in effect at the time of filing. The Company is not a “shell company”, as defined in Rule 12b-2 under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
16
Section
4.21 Trading.
The shares of Common Stock are quoted on the OTCID Market under the symbol “KMFG”. The Company has not received any correspondence
and/or notice (nor has any reason to believe it will in the future receive) regarding the continued eligibility of the Common Stock to
be quoted on the OTCID or deposited with the DTC. Other than what has been disclosed in the Due Diligence
Section
4.22 Related Party Transactions. There are no Contracts or other arrangements involving
the Company in which Seller, its Affiliates, or any of its or their respective directors, officers, or employees is a party, has a financial
interest, or otherwise owns or leases any material asset, property, or right which is used by the Company.
Section
4.23 Brokers. No broker, finder, or investment banker
is entitled to any brokerage, finder’s, or other fee or commission in connection with the transactions contemplated by this Agreement
or any other Transaction Document based upon arrangements made by or on behalf of Seller.
Section
4.24 Full Disclosure. No representation or warranty
by Seller or the Company in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate
or other document furnished or to be furnished to Buyer pursuant to this Agreement contains any untrue statement of a material fact,
or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are
made, not misleading.
ARTICLE
V
Representations
and warranties of buyer
Buyer
represents and warrants to Seller that the statements contained in this Article IV are true and correct as of the date hereof. For purposes
of this Article IV, “Buyer’s knowledge,” “knowledge of Buyer,” and any similar phrases shall
mean the actual or constructive knowledge of any director or officer of Buyer, after due inquiry.
Section
5.01 Organization and Authority of Buyer. Buyer is a corporation duly organized, validly
existing, and in good standing under the Laws of the state of Nevada. Buyer has full corporate power and authority to enter into this
Agreement and the other Transaction Documents to which Buyer is a party, to carry out its obligations hereunder and thereunder, and to
consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any other Transaction
Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder, and the consummation by Buyer
of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer.
This Agreement and each Transaction Document constitute legal, valid, and binding obligations of Buyer enforceable against Buyer in accordance
with their respective terms.
17
Section
5.02 No Conflicts; Consents. The execution, delivery,
and performance by Buyer of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions
contemplated hereby and thereby, do not and will not: (a) violate or conflict with any provision of the certificate of incorporation,
by-laws, or other governing documents of Buyer; (b) violate or conflict with any provision of any Law or Governmental Order applicable
to Buyer; or (c) require the consent, notice, declaration, or filing with or other action by any Person or require any Permit, license,
or Governmental Order.
Section
5.03 Investment Purpose. Buyer is acquiring the Shares
solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution
thereof or any other security related thereto within the meaning of the Securities Act of 1933, as amended (the “Securities
Act”). Buyer acknowledges that Seller has not registered the offer and sale of the Shares under the Securities Act or any state
securities laws, and that the Shares may not be pledged, transferred, sold, offered for sale, hypothecated, or otherwise disposed of
except pursuant to the registration provisions of the Securities Act or pursuant to an applicable exemption therefrom and subject to
state securities laws and regulations, as applicable.
Section
5.04 Brokers. No broker, finder, or investment banker is entitled to any brokerage,
finder’s, or other fee or commission in connection with the transactions contemplated by this Agreement or any other Transaction
Document based upon arrangements made by or on behalf of Buyer.
ARTICLE
VI
Covenants
Section
6.01 Confidentiality. From and after the Closing,
Seller shall, and shall cause its Affiliates and its and their respective directors, officers, employees, consultants, counsel, accountants,
and other agents (collectively, “Representatives”) to, hold in confidence any and all information, in any form, concerning
the Company, except to the extent that Seller can show that such information: (a) is generally available to and known by the public through
no fault of Seller, any of its Affiliates, or their respective Representatives; or (b) is lawfully acquired by Seller, any of its Affiliates,
or their respective Representatives from and after the Closing from sources which are not prohibited from disclosing such information
by any obligation. If Seller or any of its Affiliates or their respective Representatives are compelled to disclose any information by
Governmental Order or Law, Seller shall promptly notify Buyer in writing and shall disclose only that portion of such information which
is legally required to be disclosed; provided, however, Seller shall use reasonable best efforts to obtain as promptly as possible
an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information.
Section
6.02 Non-Competition; Non-Solicitation.
(a)
For a period of one (1) year commencing on the Closing Date (the “Restricted Period”), Seller shall not, and shall
not permit any of its Affiliates to, directly or indirectly: (i) apparel and garment trading business and engage in or assist others
in engaging in digital content platform business (the “Restricted Business”) in People’s Republic of China and
Malaysia (the “Territory”); (ii) have an interest in any Person that engages, directly or indirectly, in the Restricted
Business in the Territory in any capacity, including as a partner, stockholder, director, officer, member, manager, employee, contractor,
principal, agent, volunteer, intern, advisor, or consultant; or (iii) intentionally interfere in any material respect with the business
relationships (whether formed prior to or after the date of this Agreement) between the Company and customers or suppliers of the Company.
Notwithstanding the foregoing, Seller may own, directly or indirectly, solely as an investment, securities of any Person traded on any
national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such Person and does not,
directly or indirectly, own 5% or more of any class of securities of such Person.
18
(b)
During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit
any current or former employee of the Company or encourage any employee to leave the Company’s employment, except pursuant to a
general solicitation which is not directed specifically to any such employees; provided, however, nothing in this Section 5.02(b)
shall prevent Seller or any of its Affiliates from hiring: (i) any employee terminated by the Company; or (ii) after one hundred eighty
(180) days from the date of resignation, any employee that has resigned from the Company.
(c)
Seller acknowledges that a breach or threatened breach of this Section 5.02 would give rise to irreparable harm to Buyer, for which monetary
damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by Seller of any such
obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach,
be entitled to equitable relief, including a temporary restraining order, an injunction, or specific performance (without any requirement
to post bond).
(d)
Seller acknowledges that the restrictions contained in this Section 5.02 are reasonable and necessary to protect the legitimate interests
of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this
Agreement. In the event that any covenant contained in this Section 5.02 should ever be adjudicated to exceed the time, geographic, product
or service, or other limitations permitted by applicable Law in any jurisdiction or any Governmental Order, then any court is expressly
empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic,
product or service, or other limitations permitted by applicable Law or such Governmental Order. The covenants contained in this Section
5.02 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant
or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.
19
Section
6.03 Further Assurances. Following the Closing, each of the parties hereto shall, and
shall cause their respective Affiliates to, execute and deliver such additional documents and instruments and take such further actions
as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement and
the other Transaction Documents.
Section
6.04 Management Appointment Rights. The Buyer shall have the right and authority, at all times, to designate, appoint, and remove
management personnel of the Company and its subsidiaries, including executive officers and key operational management personnel. The
Company shall take, and the Seller shall cause the Company to take, all necessary corporate and other actions to give full effect to
such designations, appointments, and removals, including the adoption of board and shareholder resolutions and the making of any required
filings under applicable law.
ARTICLE
VII
Tax
matters
Section
7.01 Tax Covenants.
(a)
Without the prior written consent of Buyer, Seller shall not, to the extent it may affect or relate to the Company: (i) make, change,
or rescind any Tax election; (ii) amend any Tax Return; (iii) take any position on any Tax Return; or (iv) take any action, omit to take
any action, or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset
of Buyer or the Company, in respect of any taxable period that begins after the Closing Date or, in respect of any taxable period that
begins before and ends after the Closing Date (each such period, a “Straddle Period”), the portion of any Straddle
Period beginning after the Closing Date.
(b)
All transfer, documentary, sales, use, stamp, registration, value added, and other such Taxes and fees (including any penalties and interest)
incurred in connection with this Agreement and the other Transaction Documents shall be borne and paid by Seller when due. Seller shall,
at its own expense, timely file any Tax Return or other document with respect to such Taxes or fees (and Buyer shall cooperate with respect
thereto as necessary).
(c)
Buyer shall prepare, or cause to be prepared, all Tax Returns required to be filed by the Company after the Closing Date with respect
to any taxable period or portion thereof ending on or before the Closing Date and all Straddle Period Tax Returns. Any such Tax Return
shall be prepared in a manner consistent with past practice (unless otherwise required by Law) and without a change of any election or
any accounting method.
Section
7.02 Straddle Period. In the case of Taxes that are
payable with respect to a Straddle Period, the portion of any such Taxes that are allocated to Pre-Closing Tax Periods (as defined in
Section 6.04) for purposes of this Agreement shall be: (a) in the case of Taxes: (i) based upon, or related to, income, receipts, profits,
wages, capital, or net worth; (ii) imposed in connection with the sale, transfer, or assignment of property; or (iii) required to be
withheld, the amount of Taxes which would be payable if the taxable year ended with the Closing Date; and (b) in the case of other Taxes,
the amount of such Taxes for the entire period multiplied by a fraction, the numerator of which is the number of days in the period ending
on the Closing Date and the denominator of which is the number of days in the entire period.
20
Section
7.03 Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing
agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither the
Company, Seller, nor any of Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities
thereunder.
Section
7.04 Tax Indemnification. Seller shall indemnify the Company, Buyer, and each Buyer
Indemnitee (as defined in Section 7.01) and hold them harmless from and against (a) any loss, damage, liability, deficiency, Action,
judgment, interest, award, penalty, fine, cost or expense of whatever kind (collectively, including reasonable attorneys’ fees
and the cost of enforcing any right to indemnification under this Agreement, “Losses”) attributable to any breach
of or inaccuracy in any representation or warranty made in Section 3.19; (b) any Loss attributable to any breach or violation of, or
failure to fully perform, any covenant, agreement, undertaking, or obligation in ARTICLE VI; (c) all Taxes of the Company or relating
to the business of the Company for all Pre-Closing Tax Periods (as defined below); (d) all Taxes of any member of an affiliated, consolidated,
combined, or unitary group of which the Company (or any predecessor of the Company) is or was a member on or prior to the Closing Date
by reason of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state, or local Law; and
(e) any and all Taxes of any Person imposed on the Company arising under the principles of transferee or successor liability or by contract,
relating to an event or transaction occurring before the Closing Date. In each of the above cases, together with any out-of-pocket fees
and expenses (including attorneys’ and accountants’ fees) incurred in connection therewith, Seller shall reimburse Buyer
for any Taxes of the Company that are the responsibility of Seller pursuant to this Section 6.04 within ten business days after payment
of such Taxes by Buyer or the Company. The term “Pre-Closing Tax Period” means any taxable period ending on or before
the Closing Date and, with respect to any taxable period beginning before and ending after the Closing Date, the portion of such taxable
period ending on and including the Closing Date.
Section
7.05 No Section 336(e) Election. Seller shall not make an election under Section 336(e)
of the Code with respect to the transactions contemplated by this Agreement.
Section
7.06 Cooperation and Exchange of Information. Seller
and Buyer shall provide each other with such cooperation and information as either of them reasonably may request of the other in filing
any Tax Return pursuant to this ARTICLE VI or in connection with any proceeding in respect of Taxes of the Company, including providing
copies of relevant Tax Returns and accompanying documents. Each of Seller and Buyer shall retain all Tax Returns and other documents
in its possession relating to Tax matters of the Company for any Pre-Closing Tax Period (collectively, “Tax Records”)
until the expiration of the statute of limitations of the taxable periods to which such Tax Records relate.
21
Section
7.07 Survival. Notwithstanding anything in this Agreement
to the contrary, the provisions of 8 and this ARTICLE IV shall survive for the full period of all applicable statutes of limitations
(giving effect to any waiver, mitigation, or extension thereof) plus 90 days.
ARTICLE
VIII
Indemnification
Section
8.01 Indemnification by Seller. Subject to the other
terms and conditions of this ARTICLE VII, Seller shall indemnify and defend each of Buyer and its Affiliates (including the Company)
and their respective Representatives (collectively, the “Buyer Indemnitees”) against, and shall hold each of them
harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon,
the Buyer Indemnitees based upon, arising out of, with respect to, or by reason of:
(a)
any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement or the other Transaction
Documents; or
(b)
any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by Seller pursuant to this Agreement or the other
Transaction Documents.
Section
8.02 Indemnification by Buyer. Subject to the other
terms and conditions of this ARTICLE VII, Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives
(collectively, the “Seller Indemnitees”) against, and shall hold each of them harmless from and against, and shall
pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon,
arising out of, with respect to, or by reason of:
(a)
any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or the other Transaction
Documents; or
(b)
any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by Buyer pursuant to this Agreement.
Section
8.03 Indemnification Procedures. Whenever any claim shall arise for indemnification
hereunder, the party entitled to indemnification (the “Indemnified Party”) shall promptly provide written notice of
such claim to the other party (the “Indemnifying Party”). In connection with any claim giving rise to indemnity hereunder
resulting from or arising out of any Action by a Person who is not a party to this Agreement, the Indemnifying Party, at its sole cost
and expense and upon written notice to the Indemnified Party, may assume the defense of any such Action with counsel reasonably satisfactory
to the Indemnified Party. The Indemnified Party shall be entitled to participate in the defense of any such Action, with its counsel
and at its own cost and expense. If the Indemnifying Party does not assume the defense of any such Action, the Indemnified Party may,
but shall not be obligated to, defend against such Action in such manner as it may deem appropriate, including settling such Action,
after giving notice of it to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate and no action taken
by the Indemnified Party in accordance with such defense and settlement shall relieve the Indemnifying Party of its indemnification obligations
herein provided with respect to any damages resulting therefrom. The Indemnifying Party shall not settle any Action without the Indemnified
Party’s prior written consent (which consent shall not be unreasonably withheld or delayed).
22
Section
8.04 Survival. Subject to the limitations and other provisions of this Agreement, the
representations and warranties contained herein (other than any representations or warranties contained in Section 3.19 which are subject
to ARTICLE VI) and all related rights to indemnification shall survive the Closing and shall remain in full force and effect until the
date that is 1 year from the Closing Date; provided, however, the representations and warranties in Section 3.01, Section 3.02,
Section 3.03, Section 3.04, Section 3.05, Section 3.22, Section 4.01, Section 4.02 and Section 4.04 shall survive indefinitely. Subject
to ARTICLE VI, all covenants and agreements of the parties contained herein shall survive the Closing indefinitely unless another period
is explicitly specified herein. Notwithstanding the foregoing, any claims which are timely asserted in writing by notice from the non-breaching
party to the breaching party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration
of the relevant representation or warranty and such claims shall survive until finally resolved.
Section
8.05 Tax Claims. Notwithstanding any other provision of this Agreement, the control
of any claim, assertion, event, or proceeding in respect of Taxes of the Company (including, but not limited to, any such claim in respect
of a breach of the representations and warranties in Section 3.19 hereof or any breach or violation of or failure to fully perform any
covenant, agreement, undertaking, or obligation in ARTICLE VI) shall be governed exclusively by Article VI hereof.
Section
8.06 Cumulative Remedies. The rights and remedies
provided for in this ARTICLE VII (and in Article VI) are cumulative and are in addition to and not in substitution for any other rights
and remedies available at Law or in equity or otherwise.
ARTICLE
IX
Miscellaneous
Section
9.01 Expenses. All costs and expenses incurred in
connection with this Agreement and the transactions contemplated hereby shall be paid by the Buyer.
Section
9.02 Interpretation; Headings. This Agreement shall
be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument
or causing any instrument to be drafted. The headings in this Agreement are for reference only and shall not affect the interpretation
of this Agreement.
Section
9.03 Severability. If any term or provision of this
Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect
any other term or provision of this Agreement.
23
Section
9.04 Entire Agreement. This Agreement and the other
Transaction Documents constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained
herein and therein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to
such subject matter. In the event of any inconsistency between the statements in the body of this Agreement and those in the other Transaction
Documents and the Disclosure Schedules (other than an exception expressly set forth as such in the Disclosure Schedules), the statements
in the body of this Agreement will control.
Section
9.05 Successors and Assignment. This Agreement shall
be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party
may assign its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably
withheld or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder.
Section
9.06 Amendment and Modification; Waiver. This Agreement may only be amended, modified,
or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall
be effective unless explicitly set forth in writing and signed by the party so waiving. No failure to exercise, or delay in exercising,
any right or remedy arising from this Agreement shall operate or be construed as a waiver thereof. No single or partial exercise of any
right or remedy hereunder shall preclude any other or further exercise thereof or the exercise of any other right or remedy.
Section
9.07 Governing Law; Submission to Jurisdiction[; Waiver of Jury Trial].
(a)
This Agreement shall be governed by and construed in accordance with the internal laws of the State of Nevada without giving effect to
any choice or conflict of law provision or rule (whether of the State of Nevada or any other jurisdiction). Any legal suit, action, proceeding,
or dispute arising out of or related to this Agreement, the other Transaction Documents, or the transactions contemplated hereby or thereby
may be instituted in the federal courts of the United States of America or the courts of the State of Nevada and each party irrevocably
submits to the exclusive jurisdiction of such courts in any such suit, action, proceeding, or dispute.
(b)
[EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY
TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS AND SCHEDULES ATTACHED TO THIS AGREEMENT, THE OTHER TRANSACTION
DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (I) NO REPRESENTATIVE OF THE
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT
OF A LEGAL ACTION; (II) EACH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (III) EACH PARTY MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY;
AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.]
Section
9.08 Counterparts. This Agreement may be executed
in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement.
A signed copy of this Agreement delivered by email or other means of electronic transmission shall be deemed to have the same legal effect
as delivery of an original signed copy of this Agreement.
[signature
page follows]
24
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their duly authorized
officers.
GUANG WEN GLOBAL GROUP LIMITED
By
Huang Jia
Director
ADDENTAX GROUP CORP.
By
Hong Zhida
Chief Executive Officer
25
EXHIBIT
A
DEFINITIONS
CROSS-REFERENCE TABLE
The
following terms have the meanings set forth in the location in this Agreement referenced below:
Term
Section
Actions
Section
4.13(a)
Affiliate
Section
4.12
Agreement
Preamble
Balance
Sheet
Section
4.05
Balance
Sheet Date
Section
4.05
Benefit
Plans
Section
3.16(a)
Buyer
Preamble
Buyer
Indemnitees
Section
8.01
Closing
Section
2.01
Closing
Date
Section
2.01
Company
Recitals
Company
Intellectual Property
Section
4.10(b)
Company
IP Registrations
Section
4.10(b)
Contracts
Section
4.04
Encumbrance
Section
1.01
Environmental
Laws
Section
4.15(a)
ERISA
Section
4.16(a)
Financial
Statements
Section
4.05
GAAP
Section
4.05
Governmental
Authority
Section
2.02(d)
Governmental
Order
Section
4.04
Hazardous
Substances
Section
4.15(a)
Indemnified
Party
Section
8.03
Indemnifying
Party
Section
8.03
Insurance
Policies
Section
4.12
Intellectual
Property
Section
4.10(a)
26
Law
Section
4.04
Liabilities
Section
4.06
Losses
Section
7.04
Material
Contracts
Section
4.08(a)
Material
Customers
Section
4.11(a)
Material
Suppliers
Section
4.11(b)
Permits
Section
4.14(b)
Person
Section
3.03(b)
Pre-Closing
Tax Period
Section
7.04
Purchase
Price
Section
1.02
Real
Property
Section
4.09(a)
Representatives
Section
6.01
Restricted
Business
Section
6.02(a)
Restricted
Period
Section
6.02(a)
Securities
Act
Section
5.03
Seller
Preamble
Seller
Indemnitees
Section
8.02
Shares
Recitals
Straddle
Period
Section
7.01(a)
Taxes
Section
4.18(a)
Tax
Records
Section
7.06
Tax
Returns
Section
4.18(a)
Territory
Section
6.02(a)
Transaction
Documents
Section
2.02(b)
Union
Section
4.17(b)
27
EX-10.2
EX-10.2
Filename: ex10-2.htm · Sequence: 3
Exhibit
10.2
BOND
SPLIT AND TRANSFER AGREEMENT
This
Bond Split and Transfer Agreement (this “Agreement”) is made and entered into as of February 18, 2026 (the “Effective
Date”),
BY
AND BETWEEN:
1.
Addentax Group Corp., a Nevada corporation, with its principal place of business at Kingkey 100, Block A, Room 4805, Luohu District,
Shenzhen City, China (“Transferor”); and
2.
Guang Wen Global Group Limited, a company incorporated in the British Virgin Islands, with its registered office at Intershore
Chambers, Road Town, Tortola, British Virgin Islands (“Transferee”).
RECITALS
WHEREAS,
the Transferor is the lawful holder of a certain unsecured note issued by Jifenbao Group Holdings Limited (the “Issuer”),
with an aggregate principal amount of US$17,500,000, bearing interest at 2.5% per annum, with a one-year tenor renewable on August 24,
2024 (the “Note”);
WHEREAS,
the Transferor has agreed to acquire 34,200,000 shares of common stock, $0.001 par value, of Keemo Fashion Group Ltd, a Nevada corporation
listed on OTC Markets under the trading symbol “KMFG” (the “Target”), representing approximately 62.18% of the
issued and outstanding shares of the Target, pursuant to a share purchase agreement entered into by the parties;
WHEREAS,
the parties have agreed that the purchase consideration shall be satisfied through the transfer of a portion of the Note, specifically
a principal amount of US$5,500,000 (the “Transferred Portion”), from the Transferor to the Transferee or its designated counterparty
on May 1, 2026;
WHEREAS,
the Issuer acknowledges and consents to the transfer of the Transferred Portion pursuant to the terms of this Agreement;
WHEREAS,
the Closing of the transfer of the Transferred Portion and the acquisition of the Target shares is expected to occur on May 1, 2026 (the
“Closing Date”);
NOW,
THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
1.
Split and Transfer of Note
1.1
The Transferor hereby irrevocably assigns, transfers, and conveys to the Transferee all of its right, title, and interest in and to the
Transferred Portion.
1.2
The Transferee shall be entitled to all rights, benefits, and payments attributable to the Transferred Portion, including interest payments
and repayment of principal, subject to the terms of the Note.
1.3
The remaining principal amount of the Note shall continue to be held by the Transferor.
2.
Consideration
2.1
The transfer of the Transferred Portion is made as in-kind consideration for the acquisition of the Target shares pursuant to the Share
Purchase Agreement.
2.2
No additional cash consideration shall be payable by the Transferee to the Transferor under this Agreement.
3.
Representations and Warranties
3.1
The Transferor is a corporation duly organized, validly existing, and in good standing under the Laws of the state of Nevada. The Transferor
has full corporate power and authority to enter into this Agreement to which the Transferor is a party, to carry out its obligations
hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Transferor
of this Agreement to which the Transferor is a party, the performance by the Transferor of its obligations hereunder and thereunder,
and the consummation by the Transferor of the transactions contemplated hereby and thereby have been duly authorized by all requisite
corporate action on the part of the Transferor This Agreement constitute legal, valid, and binding obligations of the Transferor enforceable
against the Transferor in accordance with their respective terms :
(a)
It is the legal and beneficial owner of the Transferred Portion;
(b)
The Transferred Portion is free and clear of any liens, charges, or encumbrances;
(c)
It has full power and authority to enter into and perform this Agreement.
3.2
The Transferee is a corporation duly organized, validly existing, and in good standing under the Laws of the British Virgin Islands.
The Transferee has full corporate power and authority to enter into this Agreement to which the Transferee is a party, to carry out its
obligations hereunder and thereunder, and to consummate the transaction contemplated hereby and thereby. The execution and delivery by
the Transferee of this Agreement to which the Transferee is a party, the performance by the Transferee of its obligations hereunder and
thereunder, and the consummation by the Transferee of the transactions contemplated hereby and thereby have been duly authorized by all
requisite corporate action on the part of the Transferee. This Agreement to which the Transferee is a party constitute legal, valid,
and binding obligations of the Transferee enforceable against the Transferee in accordance with their respective terms .
4.
Issuer Acknowledgment
The
Issuer acknowledges that the Transferred Portion has been transferred to the Transferee and agrees to recognize the Transferee as a holder
of the Transferred Portion on the Closing Date for all purposes under the Note.
5.
Closing
5.1
The transfer of the Transferred Portion shall occur on the Closing Date, which shall be mutually agreed by the parties and documented
in writing.
5.2
At Closing, the Transferor shall deliver all documents, instruments, and evidence necessary to effectuate the transfer, and the Transferee
shall accept the Transferred Portion and take all actions required under this Agreement.
5.3
The Closing Date shall serve as the date for all rights, entitlements, and obligations under this Agreement.
6.
Notice
All
notices, claims, demands, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered
by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier
(receipt requested); (c) on the date sent by email of a PDF document (with confirmation of transmission) if sent during normal business
hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after
the date mailed, by certified or registered mail, return receipt requested, postage prepaid, if sent to the respective parties at the
following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 6):
If
to Seller:
Intershore
Chambers, Road Town Tortola British Virgin Islands
Email:
huangjia970506@outlook.com
Attention:
Director
with
a copy (which shall not constitute notice) to:
Loeb
& Loeb LLP
2206-19
Jardine House
1
Connaught Place, Central, Hong Kong
Email:
lvenick@loeb.com
Attention:
Lawrence S. Venick, Esq.
If
to Buyer:
Kingkey
100, Block A, Room 4805,
Luohu
District, Shenzhen City, China
Email:
zdhong@zgyingxi.com
Attention:
Chief Executive Officer
7.
Further Assurances
Each
party shall execute such further documents and take such further actions as may be reasonably required to effectuate the transfer contemplated
herein.
8.
Severability
If
any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability
shall not affect any other term or provision of this Agreement.
9.
Successors and Assignment
This
Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, which consent shall
not be unreasonably withheld or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder.
10.
Amendment and Modification; Waiver
This
Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by any party
of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No failure
to exercise, or delay in exercising, any right or remedy arising from this Agreement shall operate or be construed as a waiver thereof.
No single or partial exercise of any right or remedy hereunder shall preclude any other or further exercise thereof or the exercise of
any other right or remedy.
11.
Governing Law
This
Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of law
principles.
12.
Entire Agreement
This
Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements
or understandings, written or oral, relating to the subject matter hereof.
13.
Counterparts
This
Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one
and the same instrument.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
ADDENTAX GROUP CORP.
By:
Name:
Hong Zhida
Title:
Chief Executive Officer
GUANG WEN GLOBAL GROUP LIMITED
By:
Name:
Huang Jia
Title:
Director
EX-99.1
EX-99.1
Filename: ex99-1.htm · Sequence: 4
Exhibit
99.1
INDEX
TO FINANCIAL STATEMENTS
Page
#
Audited Balance Sheets as of July 31, 2025, and 2024
F-2
Audited Statements of Operations and Comprehensive Loss for the years ended July 31, 2025 and 2024
F-3
Audited Statements of Stockholders’ Equity for the years ended July 31, 2025 and 2024
F-4
Audited Statements of Cash Flows for the years ended July 31, 2025 and 2024
F-5
Notes to Financial Statements for the years ended July 31, 2025 and 2024
F-6-F-12
F-1
KEEMO
FASHION GROUP LIMITED
BALANCE
SHEETS
AS
OF JULY 31, 2025 AND 2024
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
As of
July 31, 2025
As of
July 31, 2024
(Audited)
(Audited)
ASSETS
Current assets:
Cash and cash equivalents
$ 3,088
$ 19,421
Inventories
2,527
Prepayment
-
6,526
Total current assets
3,088
28,474
TOTAL ASSETS
$ 3,088
$ 28,474
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Amount due to a director
$ 76,389
$ 69,919
Other accruals
8,765
7,500
Total current liabilities
85,154
77,419
TOTAL LIABILITIES
$ 85,154
79,419
STOCKHOLDERS’ EQUITY
Common Stock, Par value $ 0.001; Authorized: 75,000,000 shares; Issued and outstanding:
55,000,000 as of July 31, 2025 and July 31, 2024, respectively(1)
$ 5,500
$ 5,500
Additional paid in capital
26,600
26,600
Accumulated deficit
(114,166 )
(81,045 )
Total stockholders’ equity
$ (82,066 )
$ (48,945 )
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$ 3,088
$ 28,474
(1)Prior period results have been
adjusted to reflect the ten-for-one stock split effected in the form of a stock issuance in August 8, 2024. See Note 1, for
details.
See
accompanying notes to the financial statements.
F-2
KEEMO
FASHION GROUP LIMITED
STATEMENTS
OF OPERATIONS AND COMPREHENSIVE LOSS
FOR
THE YEARS ENDED JULY 31, 2025 AND 2024
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
For the Years Ended July 31,
2025
2024
(Audited)
(Audited)
REVENUE
$ 15,081
$ 21,522
COST OF REVENUE
(7,560 )
(10,936 )
GROSS PROFIT
7,521
10,586
GENERAL AND ADMINISTRATIVE EXPENSES
(40,642 )
(52,861 )
LOSS FROM OPERATIONS
(33,121 )
(42,275 )
OTHER INCOME
-
-
LOSS FROM OPERATIONS BEFORE INCOME TAX
(33,121 )
(42,275 )
INCOME TAX EXPENSES
-
-
NET LOSS
(33,121 )
(42,275 )
OTHER COMPREHENSIVE LOSS
-
-
TOTAL COMPREHENSIVE LOSS
$ (33,121 )
$ (42,275 )
NET LOSS PER SHARE - BASIC AND DILUTED (1)
$ (0.00 )
$ (0.00 )
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED (1)
55,000,000
55,000,000
(1)Prior period results have been
adjusted to reflect the ten-for-one stock split effected in the form of a stock issuance in August 8, 2024. See Note 1, for
details.
See
accompanying notes to financial statements.
F-3
KEEMO
FASHION GROUP LIMITED
STATEMENTS
OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR
THE YEARS ENDED JULY 31, 2025 AND 2024
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
COMMON STOCK
ADDITIONAL
Number of
shares
Amount
PAID-IN
CAPITAL
ACCUMULATED
DEFICIT
TOTAL
EQUITY
Balance as of August 1, 2023 (1)
55,000,000
5,500
26,600
(38,770 )
(6,670 )
Net loss
-
-
-
(42,275 )
(42,275 )
Balance as of July 31, 2024
55,000,000
5,500
26,600
(81,045 )
(48,945 )
Net loss
-
-
-
(33,121 )
(33,121 )
Balance as of July 31, 2025
55,000,000
5,500
26,600
(114,166 )
(82,066 )
(1)Prior period results have been
adjusted to reflect the ten-for-one stock split effected in the form of a stock issuance in August 8, 2024. See Note 1, for
details.
See
accompanying notes to financial statements.
F-4
KEEMO
FASHION GROUP LIMITED
STATEMENTS
OF CASH FLOWS
FOR
THE YEARS ENDED JULY 31, 2025 AND 2024
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
For the Years Ended July 31,
2025
2024
(Audited)
(Audited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss
$ (33,121 )
$ (42,275 )
Changes in operating assets and liabilities:
Accounts receivable
-
6,954
Inventories
2,527
878
Prepayment
6,526
(2,593 )
Amount due to a director
6,470
29,514
Other accruals
1,265
(1,800 )
Net cash flows used in operating activities
(16,333 )
(9,322 )
Effect of exchange rate changes in cash and cash equivalents
-
-
Net changes in cash and cash equivalents
(16,333 )
(9,322 )
Cash and cash equivalents, beginning of year
19,421
28,743
CASH AND CASH EQUIVALENTS, END OF YEAR
$ 3,088
$ 19,421
SUPPLEMENTAL CASH FLOWS INFORMATION
Income taxes paid
$ -
$ -
Interest paid
$ -
$ -
See
accompanying notes to financial statements.
F-5
KEEMO
FASHION GROUP LIMITED
NOTES
TO FINANCIAL STATEMENTS
FOR
THE YEARS ENDED JULY 31, 2025 AND 2024
(Currency
expressed in United States Dollars (“US$”), except for number of shares)
1.
ORGANIZATION AND BUSINESS BACKGROUND
KEEMO
Fashion Group Limited, a Nevada corporation, (herein referred as “the Company”) was incorporated under the laws of the State
of Nevada on April 22, 2022.
KEEMO
Fashion Group Limited is headquartered in Shenzhen, People Republic of China (herein referred as (“China”). We primarily
operate in men and women apparel and garment trading business, focusing on wholesaling to distributors mainly based in Asian countries,
sourcing directly from manufacturers in China. We do not maintain and operate any production and manufacturing of apparel facility or
machine and equipment.
The
Company’s executive office is located at 69, Wanke Boyu, Xili Liuxin 1st Rd, Nanshan District, Shenzhen, Guangdong 518052,
China.
On
July 25, 2024, the Board of Directors approved a ten-for-one (10:1) forward stock split (the “Forward Split”) of the Company’s
common stock, par value $0.001 per share. The Company filed a Certificate of Amendment and Restated Certificate of Incorporation (the
“Certificate of Amendment”) to effect the forward stock split with the Secretary of State of Nevada on August 2, 2024. The
Forward Split became effective on August 8, 2024 and our common stock began trading on a split-adjusted basis on August 9, 2024. Concurrently
with the effectiveness of the split, the issued and outstanding shares of common stock increased from 5,500,000 to 55,000,000, which
is proportional to the ratio of the split. All share and per share amounts presented herein have been retroactively adjusted to reflect
the impact of the Forward Split.
2.
GOING CONCERN
For the year ended
July 31, 2025, the Company incurred a net loss of $33,121 and used cash in operating activities of $16,333. As of July 31, 2025, the
current liabilities of the Company exceeded its current assets by $82,066 and has a shareholders’ deficits of $82,066. These conditions
raise substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern
is dependent upon the Company’s profit generating operations in the future and/or obtaining the necessary financing to meet its
obligations and repay its liabilities arising from normal business operations when they become due. These financial statements do not
include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might
be necessary should the Company be unable to continue as a going concern. The Company expects to finance its operations primarily through
cash flow from revenue and continuing financial support from a shareholder. In the event that we require additional funding to finance
the growth of the Company’s current and expected future operations as well as to achieve our strategic objectives, the shareholder
has indicated the intent and ability to provide additional financing.
3. SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements
of the Company are prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”)
and in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). The Company
has adopted July 31 as its fiscal year end.
Use
of Estimates
Management
uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect
the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheets, and the reported
revenue and expenses during the periods reported. Actual results may differ from these estimates.
Cash
and Cash Equivalents
Cash
and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions
and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.
F-6
Revenue
Recognition
Revenue
is generated through wholesale business of men and women apparel and garment to customer. Revenue is recognized when a customer obtains
control of promised goods or services and is recognized in an amount that reflects the consideration that the Company expects to receive
in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty
of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that
the Company expects to receive in exchange for those goods and services. The Company applies the following five-step model in order to
determine this amount:
(i)
identification of the promised goods and services in the contract;
(ii)
determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context
of the contract;
(iii)
measurement of the transaction price, including the constraint on variable consideration;
(iv)
allocation of the transaction price to the performance obligations; and
(v)
recognition of revenue when (or as) the Company satisfies each performance obligation.
The
Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under Topic 606, the Company records revenue when persuasive
evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable. The Company
records revenue from the wholesale of goods upon the delivery of men and women apparel and garment to the customer.
Credit
losses
The
Company estimates and records a provision for its expected credit losses related to its financial instruments, including its trade receivables.
Management considers historical collection rates, the current financial status of the Company’s customers, macroeconomic factors,
and other industry-specific factors when evaluating current expected credit losses. Forward-looking information is also considered in
the evaluation of current expected credit losses. However, because of the short time to the expected receipt of accounts receivable,
management believes that the carrying value, net of expected losses, approximates fair value and therefore, relies more on historical
and current analysis of such financial instruments, including its trade receivables.
To
determine the provision for credit losses for accounts receivable, the Company has disaggregated its accounts receivable by class of
customer at the business component level, as management determined that risk profile of the Company’s customers is consistent based
on the type and industry in which they operate. Each business component is analyzed for estimated credit losses individually. In doing
so, the Company establishes a historical loss matrix, based on the previous collections of accounts receivable by the age of such receivables,
and evaluates the current and forecasted financial position of its customers, as available. Further, the Company considers macroeconomic
factors and the status of the relevant industry to estimate if there are current expected credit losses within its trade receivables
based on the trends of the Company’s expectation of the future status of such economic and industry-specific factors. Also, specific
allowance amounts are established based on review of outstanding invoices to record the appropriate provision for customers that have
a higher probability of default.
Accounts
receivable at July 31, 2025 and July 31, 2024 there were no allowances for credit losses.
Cost
of Revenue
Cost
of revenue includes the purchase cost of raw materials for manufacturing and distribute to customers and packing materials. It includes
purchasing and receiving costs, internal transfer costs, other costs of distribution network, opening and closing inventory net off discount
received and return outwards in cost of revenue.
Earnings
Per Share
The
Company reports earnings per share in accordance with ASC Topic 260 “Earnings Per Share”, which requires presentation of
basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share.
Basic earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average
common shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if
securities or other contracts to issue common stock were exercised and converted into common stock. Further, if the number of common
shares outstanding increases as a result of a stock dividend or stock split or decreases as a result of a reverse stock split, the computations
of a basic and diluted earnings per share shall be adjusted retroactively for all periods presented to reflect that change in capital
structure.
The
Company’s basic earnings per share is computed by dividing the net income available to holders by the weighted average number of
the Company’s ordinary shares outstanding. Diluted earnings per share reflects the amount of net income available to each ordinary
share outstanding during the period plus the number of additional shares that would have been outstanding if potentially dilutive securities
had been issued.
Income
Taxes
The
Company accounts for income taxes using the asset and liability method prescribed by ASC Topic 740 “Income Taxes”. Under
this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases
of assets and liabilities using enacted tax rates that will be in effect in the years in which the differences are expected to reverse.
The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not
that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is
recognized as income or loss in the period that includes the enactment date. The Company also adopted ASU 2023-09, “Income Taxes
(Topic 740): Improvements to Income Tax Disclosures”, which requires disaggregated information about the reporting entity’s
effective tax rate reconciliation as well as information on income taxes paid.
ASC
740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclosed in their financial statements
uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the
financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax
positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of
being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.
F-7
Related
Parties
Parties,
which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control
the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also
considered to be related if they are subject to common control or common significant influence.
Fair
Value Measurement
Accounting
Standards Codification (“ASC”) Topic 820 “Fair Value Measurements and Disclosures” (ASC Topic 820), which defines
fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The statement clarifies
that the exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability
in the market in which the reporting entity would transact for the asset or liability, that is, the principal or most advantageous market
for the asset or liability. It also emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and
that market participant assumptions include assumptions about risk and effect of a restriction on the sale or use of an asset.
This
ASC establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy
gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and
the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:
Level
1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level
2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the
full term of the asset or liability; and
Level
3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported
by little or no market activity).
Segment
Reporting
The
Company follows the guidance of ASC 280, “Segment Reporting”, which establishes standards for reporting information about
operating segments on a basis consistent with the Company’s internal organization structure as well as information about services
categories, business segments and major customers in financial statements. For the year ended July 31, 2025, the Company has one reportable
segment based on business unit, apparel & garment trading services, and one reportable segment based on region. The Company also
adopted ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which expands annual
and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses.
Recent
Accounting Pronouncements
The
Company has reviewed all recently issued, but not yet effective, considers the applicability and impact of all accounting standards updates
(“ASUs”). Management periodically reviews new accounting standards that are issued.
In
November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures
(Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). Additionally, in January 2025, the FASB issued
ASU 2025-01, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying
the Effective Date to further clarify the effective date of ASU 2024-03. ASU 2024-03 requires disclosure in the notes to the financial
statements of specified information about certain costs and expenses.
The
requirements of ASU 2024-03 are effective for the Company for fiscal years beginning after December 15, 2026 and interim periods within
fiscal years beginning after December 15, 2027.
Early
adoption is permitted and should be applied either prospectively to financial statements issued for reporting periods after the effective
date of this ASU 2024-03 or retrospectively to any or all periods presented in the financial statements. We are currently evaluating
the impact of this standard on our financial statements and related disclosures.
F-8
4.
INVENTORIES
As
of July 31, 2025 and 2024, the Company inventories consist of following:
As of
July 31, 2025
As of
July 31, 2024
Finished goods
$ -
$ 2,527
Total inventories
$ -
$ 2,527
No
allowance has been provided for the year ended July 31, 2025 and 2024.
5.
PREPAYMENT
As
of July 31, 2025 and 2024, prepayment consist of following:
As of
July 31, 2025
As of
July 31, 2024
Stock & Registrar fees
$ -
$ 4,690
Other professional fee
-
1,836
Total prepayment
$ -
$ 6,526
6.
AMOUNT DUE TO A DIRECTOR
As of
July 31, 2025
As of
July 31, 2024
Amount due to a director
$ 76,389
$ 69,919
As
of July 31, 2025, the sole director of the Company advanced $76,389 to the Company, which is unsecured and non-interest bearing with
no fixed terms of repayment.
Our
director, Ms. Liu Lu, has not been compensated for the services.
7.
OTHER ACCRUALS
As of
July 31, 2025
As of
July 31, 2024
Accrued expenses
$ 8,765
$ 7,500
Total other accruals
$ 8,765
$ 7,500
Accrued
expenses for the years ended July 31, 2025 and 2024 consist of accrued audit fees, transfer agent fee and other professional fee.
F-9
8.
SHAREHOLDERS’ EQUITY
On
April 22, 2022, upon the incorporation of the Company, Liu Lu, subscribed to 3,600,000 shares of common stock at par value of $0.001
per share for a total subscription value of $3,600.
On
26 July, 2023, the Company issued 1,900,000 shares of common stock being sold at $0.015 per share for a total of $28,500 through initial
public offering.
On
July 25, 2024, the Board of Directors approved a ten-for-one (10:1) forward stock split (the “Forward Split”) of the Company’s
common stock, par value $0.001 per share. The Company filed a Certificate of Amendment and Restated Certificate of Incorporation (the
“Certificate of Amendment”) to effect the forward stock split with the Secretary of State of Nevada on August 2, 2024. The
Forward Split became effective on August 8, 2024 and our common stock began trading on a split-adjusted basis on August 9, 2024. Concurrently
with the effectiveness of the split, the issued and outstanding shares of common stock increased from 5,500,000 to 55,000,000, which
is proportional to the ratio of the split. All share and per share amounts presented herein have been retroactively adjusted to reflect
the impact of the Forward Split.
On
January 2, 2025, a Stock Purchase Agreement was entered into between Liu Lu and Guang Wen Global Group Limited, wherein Guang Wen Global
Group Limited purchased 34,200,000 shares of Common Shares, par value $0.001 per share, of Keemo Fashion Group Limited. Following the
transaction, Ms. Liu Lu, the Company’s sole director, retained ownership of 1,800,000 shares of common stock.
As
of July 31, 2025, the Company has 55,000,000 shares of common stock issued and outstanding.
The
Company has 75,000,000 shares of commons stock authorized.
9.
INCOME TAX
The
loss from operation before income tax of the Company for the years ended July 31, 2025 and 2024 were comprised of the following:
For the years ended July 31
2025
2024
Tax jurisdictions from:
– Local
$ (33,121 )
$ (42,275 )
Loss before income taxes
$ (33,121 )
$ (42,275 )
United
States of America
The
Company is registered in the State of Nevada and is subject to the tax laws of the United States of America. As of July 31, 2025, the
operations in the United States of America incurred $33,121 of net operating losses (NOL’s) which can be carried forward to offset
future taxable income, at the tax rate of 21%. The NOL carry forwards begin to expire in 2045, if unutilized. The Company has provided
for a full valuation allowance of approximately $6,955 against the deferred tax assets on the expected future tax benefits from the net
operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.
The
following table sets forth the significant components of the aggregate deferred tax assets of the Company as of July 31, 2025 and July
31, 2024:
As of July 31
2025
2024
Deferred tax assets:
Net operating loss carryforwards
– United States of America
$ 6,955
$ 8,878
Less: valuation allowance
(6,955 )
(8,878 )
Deferred tax assets
$ -
$ -
Management
believes that it is more likely than not that the deferred tax assets will not be fully realizable in the future. Accordingly, the Company
provided for a full valuation allowance against its deferred tax assets of $6,955 as of July 31, 2025.
F-10
10.
CONCENTRATION OF RISK
Customer
Concentration
For
the year ended July 31, 2025, the Company generated total revenue of $15,081, of which two customers accounted for 100% of the Company’s
revenue. The Company has no accounts receivable from the customers.
For
the year ended July 31, 2024, the Company generated total revenue of $21,522, of which four customers accounted for 100% of the Company’s
revenue. The Company has no accounts receivable from the customers.
For the year ended July 31
2025
2024
2025
2024
2025
2024
Revenues
Percentage of
revenues
Accounts
receivable, trade
Customer A
$ 5,124
$ -
34 %
- %
$ -
$ -
Customer B
-
4,942
- %
23 %
$ -
$ -
Customer C
9,957
-
66 %
- %
-
-
Customer D
-
6,516
- %
30 %
-
-
Customer E
-
5,100
- %
24 %
-
-
Customer F
-
4,964
- %
23 %
-
-
Total
$ 15,081
$ 21,522
100 %
100 %
$ -
$ -
Supplier
Concentration
For
the year ended July 31, 2025, the Company incurred cost of revenue of $7,560, accounted by one vendor. For the year ended July 31, 2024,
the Company incurred cost of revenue of $10,936, accounted by two vendors.
For the year ended July 31
2025
2024
2025
2024
2025
2024
Cost of revenue
Percentage of
Cost of revenue
Accounts
payable, trade
Vendor A
$ 7,560
$ -
100 %
- %
$ -
$ -
Vendor B
-
3,405
- %
31 %
-
-
Vendor C
-
7,531
- %
69 %
-
-
Total
$ 7,560
$ 10,936
100 %
100 %
$ -
$ -
F-11
11.
SEGMENT REPORTING
ASC
280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with
the Company’s internal organization structure as well as information about services categories, business segments and major customers
in financial statements. The Company has single reportable segment based on business unit, apparel and garment trading business and two
reportable segments based on country, United States and Non-United States.
In
accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified
as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing
performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements
to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers,
and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation
under “Segment Reporting” due to their similar customer base and similarities in economic characteristics; nature of products
and services; and procurement, manufacturing and distribution processes.
For the Year Ended and As of July 31, 2025
By Business Unit
Apparel & Garment
Trading Business
Total
Revenue
$ 15,081
$ 15,081
Cost of revenue
(7,560 )
(7,560 )
General and administrative expenses
(40,642 )
(40,642 )
Loss from operations
(33,121 )
(33,121 )
Total assets
$ 3,088
$ 3,088
Capital expenditure
$ -
$ -
For the Year Ended and As of July 31, 2024
By Business Unit
Apparel
& Garment
Trading
Business
Total
Revenue
$ 21,522
$ 21,522
Cost of revenue
(10,936 )
(10,936 )
General and administrative expenses
(52,861 )
(52,861 )
Loss from operations
(42,275 )
(42,275 )
Total assets
$ 28,474
$ 28,474
Capital expenditure
$ -
$ -
For the Year Ended and As of July 31,
2025
By Country
United States
Non-United States
Total
Revenue
$ -
$ 15,081
$ 15,081
Cost of revenue
-
(7,560 )
(7,560 )
General and administrative expenses
-
(40,642 )
(40,642 )
Loss from operations
-
(33,121 )
(33,121 )
Total assets
$ -
$ 3,088
$ 3,088
Capital expenditure
$ -
$ -
$ -
For the Year Ended and As of July 31,
2024
By Country
United States
Non-United States
Total
Revenue
$ -
$ 21,522
$ 21,522
Cost of revenue
-
(10,936 )
(10,936 )
General and administrative expenses
-
(52,861 )
(52,861 )
Loss from operations
-
(42,275 )
(42,275 )
Total assets
$ -
$ 28,474
$ 28,474
Capital expenditure
$ -
$ -
$ -
12.
SUBSEQUENT EVENTS
In
accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure
of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or
transactions that occurred after July 31, 2025 up through the date the Company presented these audited financial statements. During the
period, the Company did not have any material recognizable subsequent events.
Acquisition of GW Reader Holding Limited
The Company has entered into a Material
Definitive Agreement on May 26, 2025, pursuant to a Share Purchase Agreement with Guang Wen Global Group Limited (the “Seller”),
a company incorporated in the British Virgin Islands. Under the terms of the Agreement, the Company agreed to purchase 100% of the issued
and outstanding shares of GW Reader Holding Limited, a company incorporated in the Cayman Islands, and a wholly-owned subsidiary of the
Seller. As part of the Agreement Keemo will also acquire all of GW Reader Holding Limited’s assets which include two wholly owned
subsidiaries. Those assets are owned as follows: GW Reader Holding Limited owns 100% of the shares of Willing Read Culture Technology
Co., Limited, incorporated in Hong Kong, which in turn holds 100% ownership of GW Reader Sdn. Bhd., a limited liability company incorporated
in Malaysia. The acquisition was completed on September 2, 2025.
F-12
EX-99.2
EX-99.2
Filename: ex99-2.htm · Sequence: 5
Exhibit
99.2
INDEX
TO FINANCIAL STATEMENTS
Page
#
Condensed
consolidated balance sheet as of December 31, 2025 (Unaudited), and July 31, 2025 (Audited)
F-2
Unaudited condensed consolidated statements of Operations and Comprehensive Loss for the five months ended December 31, 2025 and 2024
F-3
Unaudited condensed consolidated statements of Stockholders’ Equity for the five months ended December 31, 2025 and 2024
F-4
Unaudited condensed consolidated statements of cash flows for the five months ended December 31, 2025 and 2024
F-6
Notes to Financial Statements for the five months ended December 31, 2025 and 2024
F-7-F-21
F-1
KEEMO
FASHION GROUP LIMITED
CONDENSED
CONSOLIDATED BALANCE SHEETS
AS
OF DECEMBER 31, 2025 (UNAUDITED) AND JULY 31, 2025 (AUDITED)
(CURRENCY
EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)
As of
December
31, 2025
(the
“Group”)
As of
July 31, 2025
(the
“Company”)
(Unaudited)
(Audited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents
$ 23,842
$ 3,088
Account receivables, net
40
-
Prepayment
7,493
-
TOTAL CURRENT ASSETS
31,375
3,088
NON-CURRENT ASSET
Goodwill
293,499
-
TOTAL NON-CURRENT ASSET
293,499
-
TOTAL ASSETS
$ 324,874
$ 3,088
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Other payable and accrued liabilities
5,705
8,765
Deferred revenue
45,248
-
Due to related parties
544,317
76,389
TOTAL CURRENT LIABILITIES
595,270
85,154
TOTAL LIABILITIES
$ 595,270
$ 85,154
SHAREHOLDERS’ EQUITY
Common stock – Par value $ 0.001; Authorized: 75,000,000 shares; Issued
and outstanding: 55,000,000 as of December 31, 2025 and July 31, 2025
$ 5,500
$ 5,500
Additional paid in capital
25,317
26,600
Accumulated other comprehensive loss
(11,803 )
-
Accumulated deficit
(289,410 )
(114,166 )
TOTAL SHAREHOLDERS’ EQUITY
$ (270,396 )
$ (82,066 )
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$ 324,874
$ 3,088
The
accompanying notes are an integral part of these financial statements.
F-2
KEEMO
FASHION GROUP LIMITED
CONDENSED
CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
FOR
THE FIVE MONTHS ENDED DECEMBER 31, 2025 AND 2024
(UNAUDITED)
(CURRENCY
EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)
Five Months Ended December 31,
2025
2024
REVENUE
$ -
$ 9,958
COST OF SERVICE
-
4,991
GROSS PROFIT
-
4,967
GENERAL AND ADMINISTRATIVE EXPENSES
(22,541 )
(17,983 )
LOSS FROM OPERATIONS
(22,541 )
(13,016 )
OTHER INCOME
-
-
LOSS FROM OPERATIONS BEFORE INCOME TAX
(22,541 )
(13,016 )
INCOME TAX EXPENSES
-
-
NET LOSS
(22,541 )
(13,016 )
OTHER COMPREHENSIVE (LOSS)
(11,803 )
-
TOTAL COMPREHENSIVE LOSS
$ (34,344 )
$ (13,016 )
NET LOSS PER SHARE - BASIC AND DILUTED
$ (0.00 )
$ (0.00 )
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED
55,000,000
55,000,000
F-3
KEEMO
FASHION GROUP LIMITED
CONDENSED
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
FOR
THE FIVE MONTHS ENDED DECEMBER 31, 2025 AND 2024
(UNAUDITED)
(CURRENCY
EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)
COMMON STOCK
ACCUMULATED
NUMBER OF
SHARES
AMOUNT
ADDITIONAL
PAID-IN
CAPITAL
SUBSCRIPTION
RECEIVABLE
ACCUMULATED
DEFICIT
OTHER
COMPREHENSIVE
LOSS
TOTAL
SHAREHOLDERS’
DEFICIT
Balance as of July 31, 2025
55,000,000
$ 5,500
$ 26,600
$ -
$ (114,166 )
$ -
$ (82,066 )
Equity assumed on acquisition
-
-
50,000
(51,283 )
-
-
(1,283 )
Net between subscription receivables and additional paid-in capital
-
-
(51,283 )
51,283
-
-
-
Net liabilities recognized through prior acquisition
-
-
-
-
(41,014 )
-
(41,014 )
Net liabilities recognized through common control
-
-
-
-
(111,689 )
-
(111,689 )
Net loss
-
-
-
-
(22,541 )
-
(22,541 )
Foreign currency translation adjustment
-
-
-
-
-
(11,803 )
(11,803 )
Balance as of December31, 2025
55,000,000
$ 5,500
$ 25,317
$ -
$ (289,410 )
$ (11,803 )
$ (270,396 )
F-4
COMMON STOCK
ADDITIONAL
Number of
shares
Amount
PAID-IN
CAPITAL
ACCUMULATED
DEFICIT
TOTAL EQUITY
Balance as of July 31, 2024
55,000,000
$ 5,500
$ 26,600
$
(81,045 )
$ (48,945 )
Net loss
-
-
-
(13,016 )
(13,016 )
Balance as of December 31, 2024
55,000,000
$ 5,500
$ 26,600
$ (94,061 )
$
(61,961 )
Comparative
quarters reflect standalone parent only (unconsolidated). Consolidation began in quarter ended October 31, 2025.
The
accompanying notes are an integral part of these condensed consolidated financial statements.
F-5
KEEMO
FASHION GROUP LIMITED
CONDENSED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR
THE FIVE MONTHS ENDED DECEMBER 31, 2025 and 2024
(UNAUDITED)
(CURRENCY
EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)
For the Five months ended
December
31,
2025
(the “Group”)
2024
(the “Company”)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss
$ (22,541 )
$ (13,016 )
Changes in operating assets and liabilities:
Inventory
-
(91 )
Prepayment
(7,472 )
3,466
Deferred revenue
(1,801 )
-
Other payable and accrued liabilities
(6,623 )
(7,500 )
Net cash used in operating activities
(38,437 )
(17,141 )
CASH FLOWS FROM INVESTING ACTIVITY
Acquisition of subsidiary, net of cash acquired
29,687
-
Net cash generated from investing activity
29,687
-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceed from issuance of shares
-
-
Advance from related parties
1,215
-
Advance from director
26,023
20,233
Advance from shareholders
1,769
-
Net cash generated from financing activities
29,007
20,233
Effect of exchange rate changes in cash and cash equivalents
497
-
Net increase in cash and cash equivalents
20,754
3,092
Cash and cash equivalents, beginning of period
3,088
19,421
CASH AND CASH EQUIVALENTS, END OF PERIOD
$ 23,842
$ 22,513
SUPPLEMENTAL CASH FLOWS INFORMATION
Income taxes paid
$ -
$ -
Interest paid
$ -
$ -
The
accompanying notes are an integral part of these financial statements.
F-6
KEEMO
FASHION GROUP LIMITED
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE FIVE MONTHS ENDED DECEMBER 31, 2025 AND 2024 (UNAUDITED)
(CURRENCY
EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)
1.
ORGANIZATION AND BUSINESS BACKGROUND
KEEMO
Fashion Group Limited, a Nevada corporation, (herein referred as “the Company”) was incorporated under the laws of the State
of Nevada on April 22, 2022.
KEEMO
Fashion Group Limited is headquartered in Shenzhen, People Republic of China (herein referred as (“China”). We primarily
operate in men and women apparel and garment trading business, focusing on wholesaling to distributors mainly based in Asian countries,
sourcing directly from manufacturers in China. We do not maintain and operate any production and manufacturing of apparel facility or
machine and equipment.
The
Company’s executive office is located at 69, Wanke Boyu, Xili Liuxin 1st Rd, Nanshan District, Shenzhen, Guangdong 518052,
China.
On
July 25, 2024, the Board of Directors approved a ten-for-one (10:1) forward stock split (the “Forward Split”) of the Company’s
common stock, par value $0.001 per share. The Company filed a Certificate of Amendment and Restated Certificate of Incorporation (the
“Certificate of Amendment”) to effect the forward stock split with the Secretary of State of Nevada on August 2, 2024. The
Forward Split became effective on August 8, 2024 and our common stock began trading on a split-adjusted basis on August 9, 2024. Concurrently
with the effectiveness of the split, the issued and outstanding shares of common stock increased from 5,500,000 to 55,000,000, which
is proportional to the ratio of the split. All share and per share amounts presented herein have been retroactively adjusted to reflect
the impact of the Forward Split.
Acquisition
of GW Reader Holding Limited and its Subsidiaries
On
May 26, 2025, the Company entered into a Material Definitive Agreement, pursuant to a Share Purchase Agreement (the “Agreement”)
with Guang Wen Global Group Limited (the “Seller”), a company incorporated in the British Virgin Islands. Under the terms
of the Agreement, the Company agreed to acquire 100% of the issued and outstanding shares of GW Reader Holding Limited (“GW Reader
Holding”), a company incorporated on October 12, 2023 in the Cayman Islands and a wholly-owned subsidiary of the Seller. Through
this acquisition, the Company would also obtain ownership of all assets held by GW Reader Holding, including its two wholly-owned subsidiaries:
Willing Read Culture Technology Co., Limited (“Willing Read”), incorporated on May 6, 2024 in Hong Kong, and GW Reader Sdn.
Bhd. (“GW Reader”), incorporated on October 30, 2020 in Malaysia.
F-7
On
September 2, 2025, the Company completed the acquisition of GW Reader Holding. Upon closing, the Company became the sole direct shareholder
of GW Reader Holding and, through this ownership structure, obtained 100% indirect ownership of Willing Read and GW Reader.
As
of the issuance date of this financial report, the details of the Company’s subsidiaries are as follows. All subsidiaries of the
Group are wholly-owned by the Company.
Name
of Entity
Date
of Incorporation
Place
of Incorporation
%
of
Ownership
Principal
Activities
GW
Reader Holding Limited (“GW Reader Holding”)
October
12, 2023
Cayman
Islands
100%
Investment
holding
Willing
Read Culture Technology Co., Limited (“Willing Read”)
May
6, 2024
Hong
Kong
100%
Investment
holding
GW
Reader Sdn. Bhd. (“GW Reader”)
October
30, 2020
Malaysia
100%
Digital
publishing
During
the financial period, following the acquisition of new subsidiaries, the Company also ventured into the digital publishing business.
This includes providing users with access to paid digital content such as web-novels and e-books, where users purchase virtual currency
(“Coins”) to redeem for specific content.
Business
of GW Reader Sdn. Bhd.
GW
Reader operates a digital publishing platform specializing in serialized online fiction for a global audience. Through its proprietary
mobile application and website, the company develops, sources, and distributes original and translated content across popular genres
such as romance, fantasy, and action. GW Reader uses a “pay-per-chapter” microtransaction model in which users purchase tokens
to unlock individual episodes. This model offers readers flexibility while supporting ongoing content creation.
As
of the reporting date, the Company operates two primary business segments:
1.
Apparel
Trading Business – conducted through KEEMO Fashion Group Limited in China.
2.
Digital
Publishing Business – conducted through GW Reader Sdn. Bhd. in Malaysia.
F-8
2.
Basis of Presentation
The
condensed consolidated financial statements of the Company have been prepared in accordance with the generally accepted accounting principles
in the United States of America (“U.S. GAAP”) and regulations of the Securities and Exchange Commission (the “SEC”).
The
Company has adopted July 31 as its fiscal year end.
On
September 2, 2025, the Company completed the acquisition of GW Reader Holding, Willing Read and GW Reader (“GW Reader Holding Group”)
from its major shareholder. No consideration was paid. As the transfer represents a transaction between entities under common control
in accordance with ASC 805-50, Business Combinations (“ASC 805-50”) the assets and liabilities of GW Reader
Holding Group were recognized at their historical carrying amounts on the date of combination.
The
accompanying condensed consolidated financial statements include the results of GW Reader Holding Group from September 2, 2025 onwards.
The Company did not have subsidiaries requiring consolidation in prior periods. Accordingly, comparative prior-period financial information
is presented on a standalone (parent-only) basis and has not been restated.
The
condensed consolidated financial statements include the accounts of the Company and its subsidiaries and all intercompany transactions
and balances have been eliminated. Acquired businesses are included in the condensed consolidated financial statements from the date
on which control is transferred to the Company.
3.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Going
Concern
For
the five months ended December 31, 2025, the Company incurred a net loss of $22,541 and the current liabilities of the Company
exceeded its current assets by $563,895 and has a shareholders’ deficits of $270,396. These conditions raise substantial doubt
about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company’s
profit generating operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities
arising from normal business operations when they become due. These condensed consolidated financial statements do not include any adjustments
to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the
Company be unable to continue as a going concern. The Company expects to finance its operations primarily through continuing financial
support from a shareholder. In the event that the Company require additional funding to finance the growth of the Company’s current
and expected future operations as well as to achieve our strategic objectives, the shareholder has indicated the intent and ability to
provide additional financing.
Use
of Estimates and Significant Judgements
Management
uses estimates and judgements in preparing these condensed consolidated financial statements in accordance with US GAAP. These estimates
and judgements affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported
revenue and expenses during the periods presented. Actual results may differ from these estimates. In particular, management made the
judgement that the acquisition of GW Reader Holding Group from the Company’s major shareholder qualifies as a common-control transaction
under ASC 805-50. Accordingly, the assets and liabilities of GW Reader Holding Group were recognized at their historical carrying amounts,
consolidation began on the completion date of September 2, 2025, and prior periods were not restated.
Cash
and Cash Equivalents
Cash
and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions
and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.
F-9
Revenue
Recognition
The
Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC
606, revenue is recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the
consideration the Company expects to receive. The Company applies the following five-step model to all revenue arrangements:
(i)
identification of the promised goods and services in the contract;
(ii)
determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context
of the contract;
(iii)
measurement of the transaction price, including the constraint on variable consideration;
(iv)
allocation of the transaction price to the performance obligations; and
(v)
recognition of revenue when (or as) the Company satisfies each performance obligation.
The
Company generates revenue from two primary sources:
(i)
Apparel trading business; and
(ii)
Digital publishing business.
Apparel
trading business
The
Company engages in the wholesale distribution of apparel products. Revenue is recognized when control of the goods transfers to the customer,
which generally occurs upon delivery. The Company’s performance obligation in these arrangements is the transfer of apparel products.
The Company does not have significant variable consideration in its wholesale operations.
Digital
publishing business
The
Company provides users with access to paid digital content, including web-novels and e-books. Users purchase virtual currency (“Coins”),
which is subsequently redeemed for access to specific content. The Company’s performance obligation is to provide access to the
selected content.
Revenue
is recognized based on the usage of Coins by users, as such usage represents a faithful depiction of the transfer of services.
The
Company has determined that it is the principal in the majority of Paid Content transactions because it controls the monetization and
availability of content, has discretion in establishing pricing, is responsible for customer service, and controls the promotion and
presentation of content. Accordingly, revenue is recognized gross, and amounts retained by content creators are recorded as expenses.
Deferred
Revenue
Deferred
revenue is recorded when the Company entered into a contract with a customer and cash payments are received or due prior to transfer
of control or satisfaction of the related performance obligation.
F-10
Credit
losses
The
Company estimates and records a provision for its expected credit losses related to its financial instruments, including its trade receivables.
Management considers historical collection rates, the current financial status of the Company’s customers, macroeconomic factors,
and other industry-specific factors when evaluating current expected credit losses. Forward-looking information is also considered in
the evaluation of current expected credit losses. However, because of the short time to the expected receipt of accounts receivable,
management believes that the carrying value, net of expected losses, approximates fair value and therefore, relies more on historical
and current analysis of such financial instruments, including its trade receivables.
To
determine the provision for credit losses for accounts receivable, the Company has disaggregated its accounts receivable by class of
customer at the business component level, as management determined that risk profile of the Company’s customers is consistent based
on the type and industry in which they operate. Each business component is analyzed for estimated credit losses individually. In doing
so, the Company establishes a historical loss matrix, based on the previous collections of accounts receivable by the age of such receivables,
and evaluates the current and forecasted financial position of its customers, as available. Further, the Company considers macroeconomic
factors and the status of the relevant industry to estimate if there are current expected credit losses within its trade receivables
based on the trends of the Company’s expectation of the future status of such economic and industry-specific factors. Also, specific
allowance amounts are established based on review of outstanding invoices to record the appropriate provision for customers that have
a higher probability of default.
As
of December 31, 2025, there were no allowances for credit losses recorded against accounts receivable.
Cost
of Revenue
In
accordance with ASC 340-40, Contracts with Customers (“ASC 340-40”) and ASC 606, the Company recognizes cost of revenue
as those costs directly attributable to the delivery of its services and the generation of revenue.
Apparel
trading business
Cost
of revenue includes the cost of purchasing apparel products and freight or handling costs directly associated with fulfilling customer
orders.
Cost
of revenue does not include indirect expenses such as general administrative expenses and marketing-related costs.
Digital
publishing business
Cost
of revenue primarily consists of service charges imposed by a third-party collection company that processes and remits customer payments.
These charges are deducted from gross collections and are recognized in the period in which the related revenue is earned.
Cost
of revenue does not include indirect costs such as general administrative expenses or marketing-related costs.
F-11
Net
(Loss) Income Per Share
The
Company calculates net (loss) income per share in accordance with ASC 260, Earnings per Share (“ASC 260”). Basic (loss)
income per share is computed by dividing the net (loss) income by the weighted-average number of common shares outstanding during the
period. Diluted income per share is computed similar to basic (loss) income per share except that the denominator is increased to include
the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and
if the additional common shares were dilutive.
As
of December 31, 2025, the Company has no potentially dilutive securities, such as options or warrants, outstanding.
Income
Taxes
The
Company accounts for income taxes using the asset and liability method prescribed by ASC 740, Income Taxes (“ASC 740”).
Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax
bases of assets and liabilities using enacted tax rates that will be in effect in the years in which the differences are expected to
reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is
more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change
in tax rates is recognized as income or loss in the period that includes the enactment date. The Company also adopted ASU 2023-09, “Income
Taxes (Topic 740): Improvements to Income Tax Disclosures”, which requires disaggregated information about the reporting entity’s
effective tax rate reconciliation as well as information on income taxes paid.
ASC
740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclosed in their financial statements
uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the
financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax
positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of
being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.
Foreign
currencies translation
Transactions
denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing
at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated
into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded
in the statement of operations and comprehensive income (loss).
The
functional currency of the Company is the United States Dollars (“US$” or “US dollars”) and the accompanying
condensed consolidated financial statements have been expressed in US dollars. In addition, the Company’s subsidiary maintains
its books and record in Malaysia Ringgit (“MYR”), United States Dollars (“US$”) and Hong Kong Dollars (“HK$”),
which is the respective functional currency as being the primary currency of the economic environment in which the entity operates.
In
general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US dollars are translated
into US dollars, in accordance with ASC 830-30, Translation of Financial Statement (“ASC 830-30”), using the exchange
rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses
resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive
income.
F-12
Translation
of amounts from the local currency of the Company into US$1 has been made at the following exchange rates for the respective periods:
For
the five months ended
December 31,
2025
2024
Period-end MYR : US$1 exchange rate
4.06
4.47
Period-average MYR : US$1 exchange rate
4.18
4.37
Period-end HK$ : US$1 exchange rate
7.78
7.77
Period-average HK$ : US$1 exchange rate
7.79
7.78
Related
Parties
Parties,
which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control
the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also
considered to be related if they are subject to common control or common significant influence.
Fair
Value Measurement
ASC
820, Fair Value Measurements and Disclosures (“ASC 820”), which defines fair value, establishes a framework for measuring
fair value and expands disclosures about fair value measurements. The statement clarifies that the exchange price is the price in an
orderly transaction between market participants to sell the asset or transfer the liability in the market in which the reporting entity
would transact for the asset or liability, that is, the principal or most advantageous market for the asset or liability. It also emphasizes
that fair value is a market-based measurement, not an entity-specific measurement, and that market participant assumptions include assumptions
about risk and effect of a restriction on the sale or use of an asset.
This ASC
820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy
gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and
the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:
Level 1:
Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2:
Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full
term of the asset or liability; and
Level 3:
Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported
by little or no market activity).
Segment
Reporting
The
Company follows the guidance of ASC 280, Segment Reporting (“ASC 280”), which establishes standards for reporting information
about operating segments on a basis consistent with the Company’s internal organization structure as well as information about
services categories, business segments and major customers in financial statements. For the five months ended December 31, 2025, the Company
has two reportable segments based on business unit, apparel and garment trading business and digital publishing business and two reportable
segments based on country, China and Malaysia. The Company also adopted ASU 2023-07, “Segment
Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which expands annual and interim disclosure requirements
for reportable segments, primarily through enhanced disclosures about significant segment expenses.
F-13
Recently
Issued Accounting Pronouncements
In
November 2023, the FASB issued ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”
which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant
segment expenses. The ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023 and interim periods in
fiscal years beginning after December 15, 2024, and early adoption is permitted. The Company is currently evaluating the impact of this
ASU may have on its condensed consolidated financial statements and related disclosures.
In
December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” to expand the
disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. The ASU 2023-09 is effective
for annual reporting periods beginning after December 15, 2024, and early adoption is permitted. The Company is currently evaluating
the impact of this ASU may have on its condensed consolidated financial statements and related disclosures.
In
November 2024, the FASB issued ASU 2024-03 “Income Statement—Reporting Comprehensive Income—Expense Disaggregation
Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses”. The guidance in ASU 2024-03 requires public business
entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses
including purchases of inventory; employee compensation; and depreciation, amortization and depletion expenses for each caption on the
income statement where such expenses are included. ASU 2024-03 is effective for annual reporting periods beginning after December 15,
2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted, and the amendments may be applied
prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements.
The Company is currently evaluating the provisions of this guidance and assessing the potential impact on the Company’s condensed
consolidated financial statement disclosures.
In
March 2025, the FASB issued ASU 2025-02, “Liabilities (Topic 405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting
Bulletin No. 122”, which removes certain SEC guidance related to obligations to safeguard crypto-assets. The Company does not engage
in activities involving crypto-assets; therefore, the adoption of this ASU is not expected to have a material impact on its condensed
consolidated financial statements.
In
May 2025, the FASB issued ASU 2025-04, “Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers
(Topic 606): Clarifications to Share-Based Consideration Payable to a Customer”, which amends ASC 718 and ASC 606 to (i) expand
the definition of a performance condition to include vesting tied to a customer’s own purchases or the purchases of the customer’s
customers, (ii) require entities to estimate expected forfeitures, and (iii) clarify that the variable consideration guidance in ASC
606 does not apply to share-based consideration payable to a customer. The amendments are effective for annual and interim periods beginning
after December 15, 2026, with early adoption permitted. The Company is currently evaluating the impact of this guidance on the Company’s
condensed consolidated financial statements.
In
December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements”. The amendments clarify
the scope of interim reporting guidance and improve the form and content of interim financial statements and related disclosures. The
update also introduces a disclosure principle requiring entities to disclose events occurring since the end of the most recent annual
reporting period that have a material impact on the entity. The amendments are effective for interim reporting periods within annual
reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of
adopting this guidance on its condensed consolidated financial statements and related disclosures.
F-14
The
Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have
a significant impact on the Company’s condensed consolidated financial statements.
4.
GOODWILL
Acquisition
of GW Reader Sdn. Bhd.
On
October 17, 2024, Willing Read acquired 100% of the equity interests of GW Reader. The acquisition was accounted for under the acquisition
method of accounting in accordance with ASC 805. The purchase price was allocated to the assets acquired and liabilities assumed based
on their estimated fair values as of the acquisition date. The excess of the consideration transferred over the fair value of the net
assets acquired and liabilities assumed was recorded as goodwill.
Goodwill
Calculation
Goodwill
represents the excess of the purchase consideration transferred over the fair value of the net assets acquired and liabilities assumed.
The preliminary allocation of the purchase price is summarized as follows:
Cash and cash equivalents
$ 6,785
Accounts receivable, net
640
Prepayments
186
Intangible asset, net
2,944
Accrued expenses
(8,301 )
Amount due to director
(251,522 )
Deferred revenue
(44,230 )
Adjustment for foreign exchange fluctuation
(2 )
Fair value of GW Reader Sdn. Bhd.
$ (293,500 )
Fair value of consideration
2
Goodwill
$ (293,498 )
Acquisition
by GW Reader Holding Limited (Common Control Transaction)
On
November 27, 2024, GW Reader Holding acquired 100% of the equity interests of Willing Read. As both entities were under the common control,
the transaction was accounted for in accordance with ASC 805-50. Accordingly, the assets and liabilities of Willing Read, including the
goodwill recognized in connection with the October 17, 2024 acquisition of GW Reader, were recorded by GW Reader Holding at their predecessor
carrying amounts. No new goodwill was recognized in connection with this transaction.
F-15
5.
ACCOUNTS RECEIVABLE, NET
As
of December 31, 2025 and July 31, 2025, the Company accounts receivable, net consist of following
As of
December 31, 2025
As of
July 31, 2025
Accounts receivable, net
$ 40
$ -
Total accounts receivable, net
$ 40
$ -
6.
PREPAYMENT
As
of December 31, 2025 and July 31, 2025, the Company prepayment consist of following:
As of
December 31, 2025
As of
July 31, 2025
Company secretarial fee
$ 155
$ -
Other professional fee
7,316
-
Virtual office rental
22
-
Total prepayment
$ 7,493
$ -
7.
RELATED PARTY TRANSACTIONS
As of
December 31, 2025
As of
July 31, 2025
Due to related parties:
- Related party A
$ 102,412
$ 76,389
- Related party B
169,403
-
- Related party C
272,502
-
$ 544,317
$ 76,389
The
amounts due to related parties are interest-free, unsecured, and repayable on demand.
Related
party A represents Liu Lu, who is the Chief Executive Officer, President, Secretary, Treasurer, and a Director of Keemo Fashion Group
Limited.
Related
party B represents Huang Jia, who is a director of GW Reader Holding Limited.
Related
party C represents Seah Chia Yee, who is a director of GW Reader Sdn. Bhd.
F-16
Acquisition
of GW Reader Holding Group
The
Company acquired 100% of the equity interests of GW Reader Holding Group from Guang Wen Global Group Limited, the Company’s major
shareholder, on May 26, 2025, with completion of the transfer on September 2, 2025. The transfer was executed without consideration.
As the transaction involved the Company’s controlling shareholder, it is classified as a related-party transaction under ASC 850,
Related Party Disclosures (“ASC 850”).
8.
OTHER PAYABLES AND ACCRUED LIABILITIES
As
of December 31, 2025 and July 31, 2025, other payables and accrued liabilities consist of following:
As of
December 31, 2025
As of
July 31, 2025
Other payables
$ 3,979
-
Accrued liabilities
1,726
8,765
Total other payables and accrued
liabilities
$ 5,705
$ 8,765
Other
payables and accrued liabilities as of December 31, 2025 and July 31, 2025 consist of accrued audit fee, other professional
fees and commission payables.
9.
SHAREHOLDERS’ EQUITY
On
April 22, 2022, upon the incorporation of the Company, Liu Lu, subscribed to 3,600,000 shares of common stock at par value of $0.001
per share for a total subscription value of $3,600.
On
26 July, 2023, the Company issued 1,900,000 shares of common stock being sold at $0.015 per share for a total of $28,500 through initial
public offering.
On
July 25, 2024, the Board of Directors approved a ten-for-one (10:1) forward stock split (the “Forward Split”) of the Company’s
common stock, par value $0.001 per share. The Company filed a Certificate of Amendment and Restated Certificate of Incorporation (the
“Certificate of Amendment”) to effect the forward stock split with the Secretary of State of Nevada on August 2, 2024. The
Forward Split became effective on August 8, 2024 and the common stock began trading on a split-adjusted basis on August 9, 2024. Concurrently
with the effectiveness of the split, the issued and outstanding shares of common stock increased from 5,500,000 to 55,000,000, which
is proportional to the ratio of the split. All share and per share amounts presented herein have been retroactively adjusted to reflect
the impact of the Forward Split.
As
of December 31, 2025, the Company has 55,000,000 shares of common stock issued and outstanding.
The
Company has 75,000,000 shares of commons stock authorized.
F-17
10.
ASSETS AND LIABILITIES RECOGNIZED THROUGH COMMON CONTROL
On
September 2, 2025, the Company completed the acquisition of GW Reader Holding and its wholly owned subsidiary Willing Read. As the Company
and the Seller were under common control prior to the transaction, this acquisition is accounted for as a common-control transaction
under ASC 805-50.
GW
Reader was not acquired under common control. It was previously acquired by Willing Read on October 17, 2024, in a separate transaction
accounted for under the purchase method. Accordingly, the assets and liabilities of GW Reader are not included in the common-control
recognition amounts below.
In
accordance with ASC 805-50, the Company recognized the assets and liabilities of GW Reader Holding and Willing Read at their carrying
amounts in the financial statements of the transferring entity at the date of transfer. No goodwill, gain, or loss was recognized in
connection with the common-control transaction. Any difference between the consideration transferred and the carrying amounts of the
net assets received or liabilities assumed was recorded within equity.
The
following table summarizes the carrying amounts of assets and liabilities recognized through the common-control transfer (excluding GW
Reader):
Assets
Investment in subsidiary
$ 1,285
Cash and cash equivalents
10,154
Other current assets
44,280
Total assets acquired
55,719
Liability
Due to related parties
$ (167,408 )
Total liability assumed
(167,408 )
Net liability recognized
$ (111,689 )
11.
INCOME TAX
The
loss from operation before income taxes of the Company for the five months ended December 31, 2025 and 2024 were comprised of the following:
For
the five months ended December 31
2025
2024
Tax jurisdictions from:
- Local
$ (7,924 )
$ (13,016 )
- Foreign, representing:
Cayman Island
(1,769 )
-
Hong Kong
(86 )
-
Malaysia
(12,762 )
-
Loss before income taxes
$ (22,541 )
$ (13,016 )
United
States of America
The
Company is registered in the State of Nevada and is subject to the tax laws of the United States of America. As of December 31, 2025,
the operations in the United States of America incurred $7,924 of net operating losses (NOL’s) which can be carried forward
to offset future taxable income, at the tax rate of 21%. The NOL carry forwards begin to expire in 2045, if unutilized. The Company has
provided for a full valuation allowance of approximately $1,664 against the deferred tax assets on the expected future tax benefits from
the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in
the future.
Cayman
Islands
The
Company is incorporated in the Cayman Islands, a jurisdiction that does not impose corporate income taxes, capital gains taxes, or withholding
taxes on income derived within or outside of the Cayman Islands. As such, the Company is not subject to income tax in the Cayman Islands.
No
provision for income taxes has been made in the accompanying condensed consolidated financial statements, as the Company has no tax obligations
in its country of incorporation. Additionally, the Company has not incurred any current or deferred tax liabilities in other jurisdictions
as of the reporting date.
Hong
Kong
Willing
Read Culture Technology Co Limited operating in Hong Kong are subject to the Hong Kong Profits Tax at the statutory income tax rate of
8.25% on assessable profits up to HK$2,000,000; and 16.5% on any part of assessable profits over HK$2,000,000.
Malaysia
GW
Reader Sdn Bhd is governed by the income tax laws of Malaysia and the income tax provision in respect of operations in Malaysia is calculated
at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in respect
thereof. Under the Income Tax Act of Malaysia, enterprises that incorporated in Malaysia are usually subject to a unified 24% enterprise
income tax rate while preferential tax rates, tax holidays and even tax exemption may be granted on case-by-case basis. For the five
months ended December 31, 2025, the operations in the Malaysia incurred $12,762 of cumulative net operating losses which can be carried
forward for a maximum period of ten consecutive years to offset future taxable income.
F-18
The
following table sets forth the significant components of the aggregate deferred tax assets of the Company as of December 31, 2025 and
July 31, 2025:
As of
As of
December 31, 2025
July 31, 2025
Deferred tax assets:
Net operating loss carryforwards
– United States of America
$ 1,664
$ 6,955
– Cayman Island
-
-
– Hong Kong
7
-
– Malaysia
3,063
-
Less: valuation allowance
(4,734 )
(6,955 )
Deferred tax assets
$ -
$ -
Management
believes that it is more likely than not that the deferred tax assets will not be fully realizable in the future. Accordingly, the Company
provided for a full valuation allowance against its deferred tax assets of $4,734 as of December 31, 2025.
12.
CONCENTRATION OF RISK
Customer
Concentration
For
the five months ended December 31, 2025, the Company recorded a minimal amount of revenue, which was less than $1. As a result, there
was no customer who accounted for more than 10% of the Company’s total revenue. The outstanding accounts receivable as of December
31, 2025 includes balances brought forward from the subsidiary acquired during the period. For the five months ended December 31, 2024,
there was one customer who accounted for 100% of the Company’s total revenue and the Company has no accounts receivable from the
customer.
The
table below sets forth the customers who accounted for more than 10% of the Company’s total revenue.
For the five months ended December 31
2025
2024
2025
2024
2025
2024
Revenue
Percentage
of Revenue
Accounts
receivable
Customer A
$ -
$ 9,958
- %
100 %
$ 40
$ -
Total
$ -
$ 9,958
- %
100 %
$ 40
$ -
F-19
Supplier
Concentration
For
the five months ended December 31, 2025, there was no supplier who accounted for more than 10% of the Company’s cost of
revenue. For the five months ended December 31, 2025, the Company has no accounts payable from the supplier.
For
the five months ended December 31, 2024, there was one supplier who accounted for 100% of the Company’s cost of revenue. For the
five months ended December 31, 2024, the Company has no accounts payable from the supplier.
The
table below sets forth the suppliers who accounted for more than 10% of the Company’s total cost of revenue.
For the five months ended December 31
2025
2024
2025
2024
2025
2024
Cost of revenue
Percentage of
Cost of revenue
Accounts
payable
Vendor A
$ -
$ 4,991
- %
100 %
$ -
$ -
Total
$ -
$ 4,991
- %
100 %
$ -
$ -
13.
SEGMENT REPORTING
ASC
280 establishes standards for reporting information about operating segments on a basis consistent with the Company’s
internal organization structure as well as information about services categories, business segments and major customers in financial
statements. The Company has two reportable segments based on business unit, apparel and garment trading business and digital
publishing business and two reportable segments based on country, China and Malaysia.
In accordance with
the “Segment
Reporting” Topic
of the ASC, the Company’s
chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make
decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management
approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide
disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue.
All material operating units qualify for aggregation under “Segment
Reporting” due
to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing
and distribution processes.
For
the Five Months Ended and As of December 31, 2025
By Business Unit
Apparel
& Garment Trading
Business
Digital
Publishing Business
Total
Revenue
$ -
$ -
$ -
Cost of revenue
-
-
-
General and administrative expenses
(7,924 )
(14,617 )
(22,541 )
Loss from operations
(7,924 )
(14,617 )
(22,541 )
Total assets
$ 12,729
$ 312,145
$ 324,874
Capital expenditure
$ -
$ -
$ -
F-20
For
the Five Months Ended and
As of December 31, 2024
By Business Unit
Apparel & Garment
Trading Business
Total
Revenue
$ 9,958
$ 9,958
Cost of revenue
(4,991 )
(4,991 )
General and administrative expenses
(17,983 )
(17,983 )
Loss from operations
(13,016 )
(13,016 )
Total assets
$ 28,190
$ 28,190
Capital expenditure
$ -
$ -
For
the Five Months Ended and As of December 31, 2025
By Country
China
Non-China
Total
Revenue
$ -
$ -
$ -
Cost of revenue
-
-
-
General and administrative expenses
(7,924 )
(14,617 )
(22,541 )
Loss from operations
(7,924 )
(14,617 )
(22,541 )
Total assets
$ 12,729
$ 312,145
$ 324,874
Capital expenditure
$ -
$ -
$ -
For the Five Months Ended and
As of December 31, 2024
By Country
China
Non-China
Total
Revenue
$ 9,958
$ -
$ 9,958
Cost of revenue
(4,991 )
-
(4,991 )
General and administrative expenses
(17,983 )
-
(17,983 )
Loss from operations
(13,016 )
-
(13,016 )
Total assets
$ 28,190
$ -
$ 28,190
Capital expenditure
$ -
$ -
$ -
14.
SUBSEQUENT EVENTS
The
Company evaluated subsequent events in accordance with ASC 855 through the date the financial statements were issued.
On
February 17, 2026, a Stock Purchase Agreement was entered into between Guang Wen Global Group Limited (the “Seller”) and
Addentax Group Corp. (the “Purchaser”), pursuant to which the Purchaser agreed to purchase 34,200,000 common shares,
par value $0.001 per share (the “Shares”) of the Company.
The
transaction will close by May 1, 2026. Upon closing of the transaction, the Purchaser will acquire approximately 62.18% of the voting
rights of the Company’s issued and outstanding shares on a fully diluted basis, resulting in a change in control of the Company.
The
aggregate purchase price for the acquisition was approximately $5.5 million, which will be satisfied through the transfer of a portion
of an existing bond held by the Purchaser pursuant to a bond transfer agreement entered into between the Purchaser and the Seller.
Management
determined that this transaction represents a non-recognized subsequent event, as the transaction occurred after the balance sheet date.
Accordingly, the event has been disclosed but not recognized in the accompanying condensed consolidated financial statements.
Item
2: Pro Forma Financial Information
The
following unaudited pro forma condensed combined financial information giving effect to the acquisition of Keemo Fashion Group
Limited is filed herewith as Exhibit 99.3 and incorporated by reference:
F-21
EX-99.3
EX-99.3
Filename: ex99-3.htm · Sequence: 6
Exhibit
99.3
ADDENTAX
GROUP CORP.
UNAUDITED
PRO FORMA CONDENSED COMBINED STATEMENT OF COMPREHENSIVE LOSS
FOR
THE YEAR ENDED MARCH 31, 2025
(Currency
expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)
Historical
Addentax
Group Corp.
Keemo
Fashion
Group
Limited
Pro Forma
Adjustments
Pro Forma
Combined
REVENUES
$ 4,180,914
$ 24,988
$ -
$ 4,205,902
COST OF REVENUES
(3,546,657 )
(12,567 )
-
(3,559,225 )
GROSS PROFIT
$ 634,257
$ 12,421
$ -
$ 646,678
OPERATING EXPENSES
Selling and marketing
(393,226 )
-
(393,226 )
General and administrative
(2,058,001 )
(42,562 )
-
(2,100,563 )
LOSS FROM OPERATION BEFORE INCOME TAX
(1,816,970 )
(30,141 )
-
(1,847,112 )
Change in fair value of warrants and
embedded conversion feature
(2,339,448 )
-
-
(2,339,448 )
INTEREST INCOME
1,321
-
-
1,321
INTEREST EXPENSES
(1,146,843 )
-
-
(1,146,843 )
OTHER INCOME
212,391
-
-
212,391
LOSS BEFORE INCOME TAX EXPENSE
$ (5,089,549 )
$ (30,141 )
$ -
$ (5,119,691 )
INCOME TAX EXPENSES
(4,649 )
-
-
(4,649 )
Profit or loss from discontinued operation
-
-
-
-
NET LOSS
$ (5,094,198 )
$ (30,141 )
$ -
$ (5,124,340 )
Less: Net loss attribute to Non-control Interest (37.82%)
-
-
(11,399
)
(11,399 )
Net loss attribute to Parent
(5,094,198 )
(30,141 )
11,399
(5,112,940 )
FOREIGN CURRENCY TRANSLATION GAIN
48,133
-
-
48,133
TOTAL COMPREHENSIVE LOSS
(5,046,065 )
(30,141 )
-
(5,076,206 )
Total comprehensive loss attribute to Non-control Interest(37.82%)
-
-
(11,399
)
(11,399 )
Total comprehensive loss attribute to Parent
(5,046,065 )
(30,141 )
11,399
(5,064,807 )
NET LOSS PER SHARE, BASIC AND DILUTED
(0.84 )
(0.00 )
(0.00 )
(0.84 )
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED
5,993,132
-
-
5,993,139
F-1
ADDENTAX
GROUP CORP
UNAUDITED
PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS
OF March 31, 2025
(Currency
expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)
Historical
Addentax
Group Corp
Keemo
Fashion
Group
Limited
Pro Forma
Adjustments
Pro Forma
Combined
ASSETS
Current assets
Cash and cash equivalents
$ 324,953
$ 23,329
$ -
$ 348,282
Restricted cash
2,750,000
-
-
2,750,000
Account receivable
929,817
-
-
929,817
Debt Securities held-to-maturity
17,500,000
-
(5,500,000 )
12,000,000
Inventories
166,874
-
-
166,874
Other Receivable
3,638,347
1,836
-
3,640,183
Advance to suppliers
198,494
-
-
198,494
Amounts due from related parties
4,283,129
-
-
4,283,129
Inter-company balances
-
-
-
-
Total current assets
$ 29,791,614
$ 25,165
$ -
$ 24,316,779
Non-current Asset
Plant and equipment, net
387,997
-
-
387,997
Operating lease right of use asset
18,722,277
-
-
18,722,277
Long-term prepayment
265,449
-
-
265,449
Long-term receivables
-
-
-
-
Goodwill
-
-
5,522,455
5,522,455
Total non-current asset
$ 19,375,723
$ -
$
$ 24,898,178
TOTAL ASSETS
$ 49,167,337
$ 25,165
$ -
$ 49,214,957
LIABILITIES AND EQUITY
Current liabilities
Short-term loan
$ 640,878
$ -
$ -
$ 640,878
Accounts payable
53,199
-
-
53,199
Amount due to related parties
161,594
91,119
-
252,713
Advance from customers
332,492
-
-
332,492
Accrued expeneses and other payables
1,858,198
300
-
1,858,498
Lease liabilities, current portion
905,958
-
-
905,958
Income tax payable
-
-
-
-
Total current liabilities
$ 3,952,319
$ 91,419
$
-
$ 4,043,738
Non-current liabilities
Convertible debts
2,900,160
-
-
2,900,160
Derivative liabilities
2,772,350
-
-
2,772,350
Lease liabilities, net of current portion
17,810,700
-
-
17,810,700
Total non-current liabilities
23,483,210
-
-
23,483,210
TOTAL LIABILITIES
$ 27,435,529
$ 91,419
$ -
$ 27,526,948
EQUITY
Common
stock ($ 0.001 par value, 250,000,000 shares authorized, 6,043,769 shares issued and outstanding as of March 31, 2025)
$ 6,044
$ 5,500
$ (5,500 )
$ 6,044
Additional paid-in capital
35,240,981
26,600
(26,600 )
35,240,981
Statutory reserve
37,422
-
-
37,422
Accumulated deficits
(13,663,790 )
(98,354 )
79,612
(13,682,532 )
Accumulated other comprehensive income
111,151
-
-
111,151
Non-controlling Interests of KMFG (37.82%)
(25,057 )
(25,057 )
TOTAL EQUITY
$ 21,731,808
$ (66,254 )
$ -
$ 21,688,009
TOTAL LIABILITIES AND EQUITY
$ 49,167,337
$ 25,165
$ -
$ 49,214,957
F-2
ADDENTAX
GROUP CORP.
UNAUDITED
PRO FORMA CONDENSED COMBINED STATEMENT OF COMPREHENSIVE LOSS
FOR
THE NINE MONTHS ENDED DECEMBER 31, 2025
(Currency
expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)
Historical
Addentax
Group Corp.
Keemo
Fashion
Group
Limited
Pro Forma
Adjustments
Pro Forma
Combined
REVENUE
$ 2,622,869
$ -
$ -
$ 2,622,869
COST OF REVENUE
(1,912,395 )
(1 )
-
(1,912,396 )
GROSS PROFIT
$ 710,474
(1 )
-
710,473
OPERATING EXPENSES
Selling expenses
(20,413 )
(20,413 )
General and administrative
(1,563,577 )
(38,279 )
-
(1,601,856 )
LOSS FROM OPERATION BEFORE INCOME TAX
(873,516 )
(38,280 )
-
(911,796 )
Fair value gain or loss
(4,140,772 )
-
-
(4,140,772 )
INTEREST INCOME
860
-
-
860
FINANCE COSTS
(605,662 )
-
-
(605,662 )
OTHER INCOME
460,820
-
-
460,820
LOSS BEFORE INCOME TAX
$ (5,158,270 )
(38,280 )
-
(5,196,550 )
INCOME TAX EXPENSES
(1,082 )
-
-
(1,082 )
Profit or loss from discontinued operation
467,855
-
-
467,855
NET LOSS
$ (4,691,497 )
(38,280 )
-
(4,729,777 )
Less: Net loss attribute to Non-control Interest(37.82%)
-
-
(14,477
)
(14,477 )
Net loss attribute to Parent
(4,691,497 )
(38,280 )
14,477
(4,715,300 )
FOREIGN CURRENCY TRANSLATION LOSS
(122,603 )
-
-
(122,603 )
TOTAL COMPREHENSIVE LOSS
(4,814,100 )
(38,280 )
-
(4,852,380 )
Total comprehensive loss attribute to Non-control Interest(37.82%)
-
(14,477
)
(14,477 )
Total comprehensive loss attribute to Parent
(4,814,100 )
(38,280 )
14,477
(4,837,903 )
NET LOSS PER SHARE, BASIC AND DILUTED
(0.55 )
-
-
-
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED
9,298,652
-
-
9,298,652
F-3
ADDENTAX
GROUP CORP
UNAUDITED
PRO FORMA CONDENSED COMBINED BALANCE SHEET
FOR
THE NINE MONTHS ENDED DECEMBER 31, 2025
(Currency
expressed in United States Dollars (“US$”), except for number of shares or otherwise stated)
Historical
Addentax
Keemo
Fashion
Group
Limited
Pro Forma
Adjustments
Pro Forma
Combined
ASSETS
Current assets
Cash and cash equivalents
$ 238,466
$ 23,842
$ -
$ 262,308
Restricted Cash
10,756
-
10,756
Account Receivable
890,809
40
890,849
Debt Securities
17,500,000
-
(5,500,000 )
12,000,000
Inventories
178,014
-
178,014
Other Receivable
3,482,884
7,493
3,490,377
Advance to suppliers
249,400
-
249,400
Amounts due from related parties
5,323,739
-
5,323,739
Inter-company balances
-
-
-
-
Total current assets
$ 27,874,068
$ 31,375
$ -
$ 22,405,443
Non-current Asset
Plant and equipment
355,714
-
355,714
Intangible assets
-
-
-
Long-term prepayment
20,039
-
20,039
Long-term receivables
-
-
-
Long-term investment
-
-
Goodwill
-
293,499
5,522,455
5,815,954
Total non-current asset
$ 375,753
$ 293,499
$
$ 6,191,707
TOTAL ASSETS
$ 28,249,821
$ 324,874
$ -
$ 28,597,150
LIABILITIES AND EQUITY
Current liabilities
Short-term loan
$ 717,849
$ -
$ -
$ 717,849
Accounts payable
49,370
-
49,370
Amount due to related parties
216,508
544,317
760,825
Advance from customers
21,966
45,248
67,215
Accrued expeneses and other payables
280,814
5,705
286,518
Lease liabilities, current portion
-
-
-
Income tax payable
-
-
-
Total current liabilities
$ 1,286,507
$ 595,270
$
$ 1,881,777
Non-current liabilities
Convertible debts
-
-
-
Derivative liabilities
5,332,415
-
5,332,415
Lease liabilities, net of current portion
-
-
-
Total non-current liabilities
5,332,415
595,270
5,332,415
TOTAL LIABILITIES
$ 6,618,922
$ 595,270
$ -
$ 7,214,192
STOCKHOLDERS’ DEFICIT
Common stock ($0.001 par value, 250,000,000 shares authorized, 11,715,348 shares
issued and outstanding at December 31, 2025)
$ 11,715
$ 5,500
$ (5,500 )
$ 11,715
Additional paid-in capital
39,948,903
25,317
(26,115 )
39,948,105
Statutory reserve
37,020
-
-
37,020
Accumulated deficits
(18,355,288 )
(289,410 )
151,869
(18,492,829 )
Accumulated other comprehensive loss
(11,452 )
(11,803 )
4,465
(18,789 )
Non-controlling
Interest of KMFG(37.82%)
(102,264 )
(102,264 )
TOTAL STOCKHOLDERS’ DEFICIT
$ 21,630,899
$ (270,396 )
$ -
$ 21,382,958
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$ 28,249,821
$ 324,874
$ -
$ 28,597,150
F-4
1.
Basis of Presentation
The
accompanying unaudited pro forma condensed combined financial statements give effect to the Company’s acquisition of a 62.18%
controlling interest in Keemo Fashion Group Limited (“Target”) (the “Acquisition”). The Acquisition was signed
on February 17, 2026, and consummated on March 30, 2026.
The
unaudited pro forma condensed combined statements of comprehensive loss are presented to illustrate the effect of the Acquisition
as if it had been completed on April 1, 2024, the beginning of the earliest period presented:
●
For
the year ended March 31, 2025
●
For
the nine months ended December 31, 2025
The
pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the financial position
or results of operations that would have actually occurred had the Acquisition been completed at the beginning of the periods presented,
nor is it necessarily indicative of future consolidated results of operations.
2.
Principles of Consolidation and Noncontrolling Interest
The
Company consolidates Target in the pro forma financial statements because the Acquisition results in the Company holding a 62.18% controlling
voting interest in Target. Accordingly, the Company reflects 100% of Target’s assets, liabilities, revenues, and expenses in the
pro forma combined financial statements.
The
37.82% noncontrolling interest (“NCI”) in Target held by third parties is presented in the equity section of the pro forma
condensed combined balance sheet. Net income and total comprehensive income are allocated between the controlling interest and
NCI based on their respective ownership percentages: 62.18% to the Company and 37.82% to NCI.
3.
Significant Pro Forma Adjustments
The
material pro forma adjustments included in the accompanying condensed combined financial statements are as follows:
(a)
To record the total purchase consideration of $5,500,000 transferred to acquire the 62.18% controlling interest in Target, and
to record preliminary fair value adjustments to identifiable assets acquired and liabilities assumed, with the excess recorded as goodwill.
F-5
(b)
To record the noncontrolling interest of 37.82% in Target at fair value in accordance with ASC 805, Business Combinations.
(c)
To eliminate intercompany balances and transactions between the Company and Target.
(d)
To recognize income tax effects associated with the pro forma adjustments, based on enacted statutory tax rates.
(e)
No pro forma adjustments were made for new or refinanced indebtedness, as no new debt was incurred in connection with the Acquisition.
4.
Allocation of Net Income and Comprehensive Income
Consolidated
net income reflects the total results of the combined group. Net income attributable to the noncontrolling interest (37.82%) is deducted
from consolidated net income to arrive at net income attributable to the Company’s stockholders.
Similarly,
total comprehensive income is presented for the consolidated group, and comprehensive income attributable to noncontrolling interest
(37.82%) is separately disclosed to derive total comprehensive income attributable to the Company’s stockholders.
5.
Limitations of Pro Forma Information
The
pro forma financial information does not reflect:
●
any
expected operating synergies, cost savings, or revenue enhancements;
●
any
one-time transaction, integration, or restructuring costs;
●
any
changes in operations, capital expenditures, or other anticipated events.
Accordingly,
the pro forma condensed combined financial information is not intended to represent or be indicative of the actual results of
operations or financial condition that would have been achieved, nor are they indicative of future results.
F-6
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v3.26.1
Cover
Feb. 19, 2026
Cover [Abstract]
Document Type
8-K/A
Amendment Flag
true
Amendment Description
This Current Report on Form 8-K/A Amendment
No. 2 amends the Current Report on Form 8-K and Form 8-K/A Amendment No. 1 filed with the Securities and Exchange Commission on February
19, 2026 and March 16, 2026, respectively (the “Original Form 8-Ks”). Following the submission of the Original Form 8-Ks,
this amendment is being filed to include the financial statements of Keemo Fashion Group Limited and the pro forma financial information
of Addentax Group Corp. required by Item 9.01 of Form 8-K, which are filed as Exhibits 99.1, 99.2 and 99.3. Other than as expressly set
forth above, this Form 8-K/A Amendment No. 2 does not, and does not purport to, amend, update or restate the information in any other
item of the Form 8-K and Form 8-K/A Amendment No. 1, or reflect any events that have occurred after the Form 8-K was originally filed.This
Report on Form 8-K, is hereby incorporated by reference into the Company’s Registration Statements on Form S-8 (File Nos. 333-282599
and 333-289481).
Document Period End Date
Feb. 19, 2026
Entity File Number
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Entity Registrant Name
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Group Corp.
Entity Central Index Key
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Entity Tax Identification Number
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Entity Incorporation, State or Country Code
NV
Entity Address, Address Line One
Kingkey
100, Block A,
Entity Address, Address Line Two
Room 4805
Entity Address, Address Line Three
Luohu
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Shenzhen City
Entity Address, Country
CN
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City Area Code
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Local Phone Number
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