Golden Sun Technology Group Ltd 6-K, filed Aug 19, 2026
Golden Sun Technology Group Ltd. (GSUN)
About this 6-K
Golden Sun Technology Group Ltd filed this 6-K on August 19, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August
Commission file number:
金太阳科技集团有限公司
(Translation of registrant’s name into English)
Room 503, Building C2, No. 1599
Xinjinqiao Road, Pudong New Area
Shanghai, China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Explanatory Note
On August 19, 2026, Golden Sun Technology Group Limited (the “Company”) reported its financial results for the six months ended March 31, 2026. The Company hereby furnishes the following documents as exhibits to this report: “Unaudited Condensed Consolidated Financial Statements of Golden Sun Technology Group Limited as of and for the Six Months Ended March 31, 2026”; and “Operating and Financial Review and Prospects”.
| 1 |
EXHIBIT INDEX
| Number | Description of Exhibit | |
| 99.1 | Unaudited Condensed Consolidated Financial Statements of Golden Sun Technology Group Limited as of and for the Six Months Ended March 31, 2026 | |
| 99.2 | Operating and Financial Review and Prospects | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Golden Sun Technology Group Limited | ||
| Date: August 19, 2026 | By: | /s/ Xueyuan Weng |
| Xueyuan Weng | ||
| Chief Executive Officer | ||
| 3 |
Exhibit 99.1
GOLDEN SUN TECHNOLOGY GROUP LIMITED AND SUBSIDIARIES
INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| F-1 |
GOLDEN SUN TECHNOLOGY GROUP LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in U.S. dollars (“$”))
| March 31, | September 30, | |||||||
| 2026 | 2025 | |||||||
| (Audited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Accounts receivable-related party | ||||||||
| Contract assets | ||||||||
| Inventories | ||||||||
| Prepayments and other current assets | ||||||||
| TOTAL CURRENT ASSETS | ||||||||
| NON-CURRENT ASSETS: | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Long-term investments | ||||||||
| Goodwill | ||||||||
| Operating lease right-of-use assets, net | ||||||||
| TOTAL NON-CURRENT ASSETS | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Short-term bank loan | $ | $ | ||||||
| Long-term bank loans - current portion | ||||||||
| Accounts payable | ||||||||
| Deferred revenue | ||||||||
| Refund liabilities | ||||||||
| Operating lease liabilities-current | ||||||||
| Taxes payable | ||||||||
| Loan from third parties | ||||||||
| Accrued expenses and liabilities | ||||||||
| TOTAL CURRENT LIABILITIES | ||||||||
| NON-CURRENT LIABILITIES: | ||||||||
| Operating lease liabilities-non-current | ||||||||
| Due to a related party | ||||||||
| Long-term bank loans | ||||||||
| Long-term loan from a third party | ||||||||
| Deferred tax liabilities | ||||||||
| TOTAL NON-CURRENT LIABILITIES | ||||||||
| TOTAL LIABILITIES | ||||||||
| COMMITMENTS AND CONTINGENCIES (NOTE 12) | ||||||||
| EQUITY: | ||||||||
| Authorized share capital of $ | ||||||||
| Class A ordinary shares | ||||||||
| Class B ordinary shares | ||||||||
| Additional paid in capital | ||||||||
| Statutory reserves | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| TOTAL SHAREHOLDERS’ EQUITY | ||||||||
| Non-controlling interests | ( | ) | ||||||
| TOTAL EQUITY | ||||||||
| TOTAL LIABILITIES AND EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-2 |
GOLDEN SUN TECHNOLOGY GROUP LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Amounts in U.S. dollars (“$”))
| For the Six Months Ended March 31, |
||||||||
| 2026 | 2025 | |||||||
| Revenues | $ | $ | ||||||
| Cost of revenues | ||||||||
| Gross profit | ||||||||
| Operating expenses: | ||||||||
| Selling expenses | ||||||||
| General and administrative expenses | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other expenses: | ||||||||
| Interest expense, net | ( | ) | ( | ) | ||||
| Investments loss | ( | ) | ||||||
| Change in fair value of convertible notes | ( | ) | ||||||
| Change in fair value of warrants liabilities | ( | ) | ||||||
| Other expenses, net | ( | ) | ( | ) | ||||
| Total other expenses, net | ( | ) | ( | ) | ||||
| Loss before income taxes | ( | ) | ( | ) | ||||
| Income taxes (benefits)/expenses | ( | ) | ||||||
| Net loss from continuing operations | ( | ) | ( | ) | ||||
| Net income from discontinued operations | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Less: net loss attributable to non-controlling interests | ( | ) | ||||||
| Net loss attributable to the Company | $ | ( | ) | $ | ( | ) | ||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Other comprehensive loss | ||||||||
| Foreign currency translation adjustment | ||||||||
| Comprehensive loss | ( | ) | ( | ) | ||||
| Less: comprehensive loss attributable to non-controlling interests | ( | ) | ||||||
| Comprehensive loss attributable to the Company | $ | ( | ) | $ | ( | ) | ||
| Net loss attributable to the Company | ||||||||
| Continuing operations | $ | ( | ) | $ | ( | ) | ||
| Discontinued operations | ||||||||
| Total | $ | ( | ) | $ | ( | ) | ||
| Loss per share | ||||||||
| Continuing operations | $ | ( | ) | $ | ( | ) | ||
| Discontinued operations | ||||||||
| Total | $ | ( | ) | $ | ( | ) | ||
| Weighted average number of shares outstanding | ||||||||
| Basic and diluted | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-3 |
GOLDEN SUN TECHNOLOGY GROUP LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY(DEFICIT)
FOR THE SIX MONTHS ENDED MARCH 31, 2026 and 2025
(Amounts in U.S. dollars (“$”))
| Class A Ordinary shares |
Class B Ordinary shares |
Additional paid in |
Statutory | Accumulated | Accumulated other comprehensive |
Non- controlling |
Total | |||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | capital | Reserves | deficit | loss | interests | equity | |||||||||||||||||||||||||||||||
| Balance at October 1, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Issuance shares for share base compensation | ||||||||||||||||||||||||||||||||||||||||
| Deemed distribution to non-controlling shareholder | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||||
| Class A Ordinary shares |
Class B Ordinary shares |
Additional paid in |
Statutory | Accumulated | Accumulated other comprehensive |
Non- controlling |
Total | |||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | capital | Reserves | deficit | loss | interests | equity | |||||||||||||||||||||||||||||||
| Balance at October 1, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | - | - | ||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-4 |
GOLDEN SUN TECHNOLOGY GROUP LIMITED AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in U.S. dollars (“$”))
| For the six months ended March 31, |
||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Less: Net income from discontinued operations | ||||||||
| Net loss from continuing operations | ( | ) | ( | ) | ||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Written off of credit losses | ||||||||
| Gain on disposition of property and equipment | ( | ) | ||||||
| Share-based compensations | ||||||||
| Investment loss | ||||||||
| Deferred tax (benefits)/expenses | ( | ) | ||||||
| Amortization of operating lease right-of-use assets | ||||||||
| Change in fair value of convertible notes | ||||||||
| Change in fair value of warrants liabilities | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Accounts receivable-related parties | ( | ) | ||||||
| Inventories | ||||||||
| Prepayments and other assets | ( | ) | ||||||
| Contract assets | ( | ) | ||||||
| Accounts payable | ( | ) | ||||||
| Accrued expenses and other liabilities | ( | ) | ||||||
| Deferred revenue | ( | ) | ||||||
| Refund liabilities | ( | ) | ( | ) | ||||
| Operating lease liabilities | ( | ) | ( | ) | ||||
| Taxes payable | ( | ) | ||||||
| Net cash used in operating activities-continuing operation | ( | ) | ( | ) | ||||
| Net cash used in operating activities-discontinued operation | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities: | ||||||||
| Proceeds from disposition of long-term investments | ||||||||
| Cash paid for long-term investments | ( | ) | ||||||
| Proceeds from disposition of property and equipment | ||||||||
| Purchase of property and equipment | ( | ) | ( | ) | ||||
| Net cash provided by (used in) investing activities-continuing operation | ( | ) | ||||||
| Net cash used in investing activities-discontinued operation | ||||||||
| Net cash provided by (used in) investing activities | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from convertible notes | ||||||||
| Net proceeds from third party loans | ||||||||
| Repayment of long-term bank loans | ( | ) | ( | ) | ||||
| (Repayment to) proceeds from related parties | ( | ) | ||||||
| Net cash (used in) provided by financing activities-continuing operation | ( | ) | ||||||
| Net cash provided by financing activities-discontinued operation | ||||||||
| Net cash (used in) provided by financing activities | ( | ) | ||||||
| Effect of exchange-rates changes on cash and cash equivalents | ||||||||
| Net decrease in cash and cash equivalents | ( | ) | ( | ) | ||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
| Supplemental cash flow disclosures: | ||||||||
| Cash paid for income tax | $ | $ | ||||||
| Cash paid for interest | $ | $ | ||||||
| Non-cash operating, investing and financing activities | ||||||||
| Operating lease right-of-use assets obtained in exchange for operating lease liabilities | $ | $ | ||||||
| Other payable offset by proceeds from disposition of property and equipment | $ | $ | ||||||
| Reconciliation to amounts on unaudited condensed consolidated balance sheets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Cash and cash equivalents included in current assets of discontinued operations | ||||||||
| Total cash and cash equivalents shown in the statement of cash flows | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| F-5 |
GOLDEN SUN TECHNOLOGY GROUP LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in U.S. dollars (“$”))
Note 1 — ORGANIZATION AND BUSINESS DESCRIPTION
Golden Sun Technology Group Limited (“Golden Sun”, formerly named as Golden Sun Health Technology Group Limited), is an exempted company that was incorporated under the laws of Cayman Islands on September 20, 2018, that serves as a holding company with no material operations of its own. Golden Sun, through its subsidiaries in the People’s Republic of China (the “PRC”) (the PRC subsidiaries and Golden Sun, collectively, the “Company”), is primarily engaged in the provision of education services and e-commerce services in the PRC. Beginning in late 2023, in addition to providing foreign language tutorial and training services, the Company initiated a strategic expansion to e-commerce.
As of March 31, 2026, the Company’s subsidiaries are as follows:
| Subsidiaries | Date of Incorporation | Jurisdiction of Formation | Percentage of direct/indirect Economic Ownership | Principal Activities | ||||||
| Hong Kong Jintaiyang International Education Holding Group Limited (“Golden Sun Hong Kong”) | % | |||||||||
| Golden Sun (SH) Cultural and Tourism Research Institute Limited (“Golden Sun (SH)”) | % | |||||||||
| Zhejiang Golden Sun Education Technology Group Co., Ltd. (“Golden Sun Wenzhou” or “WFOE”) | % | |||||||||
| Wenzhou City Ouhai District Yangfushan Culture Tutorial School (“Yangfushan Tutorial”) | % | |||||||||
| Wenzhou Lilong Network Technology Co., Ltd. (“Wenzhou Lilong”) | % | |||||||||
| Shanghai Fuyouyuan Health Technology Co., Ltd, (“Fuyouyuan”) | % | |||||||||
| Zhejiang Golden Sun Yunchuang Technology Co., Ltd. (“Golden Sun Yunchuang”) (a) | % | |||||||||
| Shanghai Fuyang Culture Technology Co., Ltd. (“Shanghai Fuyang”) (b) | % | |||||||||
| Zhejiang Oulong Culture and Tourism Industry Development Co., Ltd. (“Zhejiang Oulong”) | % | |||||||||
| Shanghai Wensaier Education Technology Co., Ltd. (“Shanghai Wensaier”) | % | |||||||||
| (a) |
| (b) | |
| F-6 |
GOLDEN SUN TECHNOLOGY GROUP LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in U.S. dollars (“$”))
Note 1 — ORGANIZATION AND BUSINESS DESCRIPTION (continued)
Basis of Preparation and Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended March 31, 2026 and 2025 are not necessarily indicative of the results that may be expected for the full year. The information included in this interim report should be read in conjunction with the financial statements and notes thereto included in Golden Sun’s annual financial statements for the fiscal year ended September 30, 2025 filed with the SEC on February 13, 2026.
The unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All intercompany transactions and balances are eliminated upon consolidation.
Non-controlling interests
Non-controlling interest represents the portion of the net assets of subsidiaries attributable to interests that are not owned or controlled by the Company. The non-controlling interest is presented in the unaudited condensed consolidated balance sheets, separately from equity attributable to the shareholders of the Company. Non-controlling interest’s operating results are presented on the face of the unaudited condensed consolidated statements of operations and comprehensive loss as an allocation of the total income for the year between non-controlling shareholders and the shareholders of the Company. As of September 30, 2025, non-controlling interests represented non-controlling shareholders’ proportionate share of the equity interests in Shanghai Fuyang. As of March 31, 2026, there was non-controlling shareholders’ proportionate share of the equity interests, since Shanghai Fuyang was already
Segment reporting
ASC 280, Segment Reporting, (“ASC 280”), establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers.
Based on the criteria established by ASC 280,
| F-7 |
GOLDEN SUN TECHNOLOGY GROUP LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in U.S. dollars (“$”))
Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Emerging Growth Company Status
The Company is an “emerging growth company,” as defined in Section2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Further, Section102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with those of another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Uses of estimates
In preparing the unaudited condensed consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates are based on information as of the date of the unaudited condensed consolidated financial statements. Although these estimates are based on our knowledge of current events and actions we may undertake in the future, actual results may ultimately differ from these estimates and assumptions. Furthermore, when testing assets for impairment in future periods, if management uses different assumptions or if different conditions occur, impairment charges may result. Significant estimates required to be made by management include, but are not limited to accrual for refund liabilities, revenue recognition, the allowance for credit loss on accounts receivables and other assets, determinations of the useful lives and valuation of long-lived assets, impairment of goodwill, impairment of long-term investments, valuation of convertible note and warrant liabilities, incremental borrowing rate used in valuation of lease liabilities and right-of-use assets, and valuation allowance of deferred tax assets.
| F-8 |
GOLDEN SUN TECHNOLOGY GROUP LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in U.S. dollars (“$”))
Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Business acquisition
The Company accounts for its business combinations using the acquisition method of accounting. The cost of an acquisition is measured as the aggregate of the acquisition date fair value of the assets transferred to the sellers, liabilities incurred by the Company and equity instruments issued by the Company. Transaction costs directly attributable to the acquisition are expensed as incurred. Identifiable assets acquired and liabilities assumed are measured separately at their fair values as of the acquisition date, irrespective of the extent of any non-controlling interests. The excess of (i) the total of consideration paid and fair value of the non-controlling interests over (ii) the fair value of the identifiable net assets of the acquiree is recorded as goodwill. If the consideration of acquisition is less than the fair value of the net assets acquired, the difference is recognized directly in the unaudited consolidated statements of operations and comprehensive loss.
The Company typically engages external valuation specialists to assist in the fair value determination of assets acquired and liabilities assumed in a business combination. Amounts recorded in a business combination may change during the measurement period, which is a period not to exceed one year from the date of acquisition, as additional information about conditions existing at the acquisition date becomes available.
Discontinued operations
A component of a reporting entity or a group of components of a reporting entity that are disposed or meet the criteria to be classified as held for sale, such as the management, having the authority to approve the action, commits to a plan to sell the disposal group, should be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be classified as held for sale, if earlier. In the period that a discontinued operation is classified as held for sale, the assets and liabilities of the discontinued operation are presented separately in asset and liability sections, respectively, of the unaudited condensed consolidated balance sheets and prior periods are presented on a comparative basis. In the unaudited condensed consolidated statements of operations and comprehensive loss, the results from discontinued operations are reported separately from the income and expenses from continuing operations and prior periods are presented on a comparative basis. Cash flows for discontinued operations are presented separately in the unaudited condensed consolidated statements of cash flows. Unless otherwise noted, discussion in the Notes to unaudited condensed consolidated financial statements refers to the Company’s continuing operations.
Cash and cash equivalents
Cash and cash equivalents represent cash on hand and cash at banks or other financial institutions, which are unrestricted as to withdrawal or use, and which have original maturities of three months or less and are readily convertible to known amounts of cash.
| F-9 |
GOLDEN SUN TECHNOLOGY GROUP LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in U.S. dollars (“$”))
Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Fair value of financial instruments
ASC 825-10 requires certain disclosures regarding the fair value of financial instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:
| ● | Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. |
| ● | Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted market prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable and inputs derived from or corroborated by observable market data. |
| ● | Level 3 — inputs to the valuation methodology are unobservable. |
Unless otherwise disclosed, the fair value of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts receivable-related party, other current assets, acquisition deposit, accounts payable, accrued liabilities, due to related parties, short term bank loans and convertible notes, approximates their recorded values due to their short-term maturities. The Company determined that the carrying value of the long-term liabilities approximated their present value as the interest rates applied reflect the current quoted market yield for comparable financial instruments.
Accounts receivable, net
Accounts receivable are recognized and carried at original invoiced amount less an estimated allowance for credit losses. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which requires the Company to measure and recognize expected credit losses for financial assets held and not accounted for at fair value through net income. The Company adopted this guidance effective from October 1, 2022. The Company establishes an allowance for credit losses based on management’s best estimates of specific losses on individual exposures, as well as a provision on historical trends of collections. The allowance is recorded against accounts receivable balances, with a corresponding charge recorded in the consolidated statements of operations and comprehensive loss. Delinquent account balances are written-off against the allowance for credit losses after management has determined that the likelihood of collection is not probable. For the six months ended March 31, 2026 and 2025, $
| F-10 |
GOLDEN SUN TECHNOLOGY GROUP LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in U.S. dollars (“$”))
Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Prepayment and other assets
Prepayment and other assets primarily consist of prepaid rents, prepaid service fee, advances to vendors for purchasing goods or services that have not been received or provided, security deposits made to customers, and advances to employees. Prepayment and other assets are classified as either current or non-current based on the terms of the respective agreements. These advances are unsecured and are reviewed periodically to determine whether their carrying value has become impaired. The Company considers the assets to be impaired if the collectability of the advance becomes doubtful. The Company uses the aging method to estimate the allowance for uncollectible balances. The allowance is also based on management’s best estimate of specific losses on individual exposures, as well as a provision on historical trends of collections and utilizations. Actual amounts received or utilized may differ from management’s estimate of credit worthiness and the economic environment. Other receivables are written off against the allowances only after exhaustive collection efforts. allowance for credit losses was recorded as of March 31, 2026 and September 30, 2025, respectively.
Goodwill
Goodwill represents the excess of the consideration paid of an acquisition over the fair value of the net identifiable assets of the acquired subsidiaries at the date of acquisition. Goodwill is not amortized and is tested for impairment at least annually, or more often when circumstances indicate impairment may have occurred. Goodwill is carried at cost less accumulated impairment losses. If impairment exists, goodwill is immediately written off to its fair value and the loss is recognized in the consolidated statements of operations and comprehensive loss. The Company performs its annual goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. The Company should recognize a goodwill impairment charge for the amount by which the reporting unit’s carrying amount exceeds its fair value. If fair value exceeds the carrying amount, no impairment should be recorded. Any loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The Company may still perform the optional qualitative assessment for a reporting unit to determine if it is more likely than not that goodwill is impaired. ASU 2017-04 eliminates the requirement to perform a qualitative assessment for any reporting unit with zero or negative carrying amount. Management evaluated impairment of goodwill by performing qualitative assessment on its reporting units and determined that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, and therefore, no impairment loss on goodwill was recognized for the six months ended March 31, 2026.
Revenue recognition
The Company generates revenues primarily from e-commerce, tuitions fees and other fees collected from services provided. Revenue is recognized when the price is fixed or determinable, persuasive evidence of the arrangement exists, the service is performed or the product is delivered and collectability of the resulting receivable is reasonably assured.
The Company has adopted ASC 606, “Revenue from Contracts with Customers” and all subsequent ASUs that modified ASC 606, using the modified retrospective approach. ASC 606 establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied. This new guidance provides a five-step analysis in determining when and how revenue is recognized. Under the new guidance, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. In addition, the new guidance requires disclosure of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.
The Company currently generates its revenue from the following main sources:
Education segment
Tutorial services
The Company offers tutorial services to students. Each contract of tutorial service programs represents a series of distinct services, which consist of the delivery of various courses. The services have substantially the same pattern of transfer to the students, as such, they are considered as a single performance obligation, which is satisfied proportionately based on a straight-line basis over the program term as students simultaneously receive and consume the benefits of these services throughout the program term. The Company is the principal in providing tutorial services as it controls such services before the services are transferred to the customer. The program fees are generally collected in advance and are initially recorded as deferred revenue. Generally, the Company approves refunds for any remaining classes to students who decide to withdraw from a course within the predetermined period in the contract. The refund is equal to and limited to the amount related to the undelivered classes. The Company estimates and records refund liabilities for the portion the Company does not expect to be entitled to based on the historical refund ratio on a portfolio basis using the expected value method.
| F-11 |
GOLDEN SUN TECHNOLOGY GROUP LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in U.S. dollars (“$”))
Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Revenue recognition (continued)
Education segment (continued)
Logistics and education-related services
The Company provides services to schools, including, but not limited to, catering and logistics service. Logistics service revenue is recognized on a straight-line basis over the period, as customers simultaneously receive and consume the benefits of the services. Catering revenue is recognized at point of sale.
E-commerce and others segment
Commission
The Company promotes merchants’ products through various online platforms and earns commission based on a fixed commission rate for sales of the products completed. The Company acts as an agent, as it does not take control of the products provided by merchants at any point in time during the transactions. Commission revenue is recognized at a point in time when the Company’s service obligation to the merchants is determined to have been completed under each sales transaction completed. Variable consideration is estimated and included in the transaction price to the extent that it is probable that a significant revenue reversal will not occur. Adjustments to the estimated variable consideration related to prior reporting periods were not material.
Marketing services
The Company provides marketing services to merchants on certain online and offline platforms, for which it receives service fees from the merchants. The Company’s marketing service provides more publicity and brand awareness of the merchant’s brand through an online platform and offline by delivery of specified marketing content. Most of the revenue from the marketing service is recognized at the point in time when the marketing content deliverables are completed based on customer acceptance, while a small portion is recognized over a specified period of time and the Company has an enforceable right to payment of its fees.
| F-12 |
GOLDEN SUN TECHNOLOGY GROUP LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in U.S. dollars (“$”))
Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Revenue recognition (continued)
E-commerce segment (continued)
Product sales
The Company sometimes acquires merchandise from suppliers and sells them to the third-party online marketplace. The Company determines the third-party online marketplace is its customer. The Company acts as a principal, as it obtains control of merchandise, is primarily obligated for merchandise sold to the customers, bears inventory risks and has the latitude in establishing prices of merchandise sold to the third-party marketplace. Revenues from product sales are recorded on a gross basis, net of discounts and return allowances when the product is delivered and title is passed to customers in this type of transaction. Proceeds received in advance of delivery are recorded as current liabilities as customer advances.
Engineering construction
The Company’s revenues from engineering construction are normally under fixed-price contracts that may last from one to three months. These contracts require the Company to perform construction services including project planning, project design, installation of hardware and equipment and configuration based on customers’ specific needs, which requires significant customization. Upon completion, customer acceptance is generally required. The Company identifies a single performance obligation for the engineering construction contracts, which include a series of integrated services of project planning, project design, installation of hardware and equipment, and configuration. Revenue is recognized over the contract term using an input method under which the percentage of revenue to be recognized for a given project is measured by the estimates of the extent of progress towards project completion. Such contracts provide that the customer accepts completion of progress to date and compensates the Company for services rendered, which may be measured in terms of costs incurred, units installed, or some other measure of progress. Application of the input method requires the use of estimates of costs to be incurred for the performance of the contract. Contract costs include all direct material costs, direct labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, and all costs associated with operation of equipment. The cost estimation process is based upon the professional knowledge and experience of the Company’s engineers, project managers and financial professionals. Management conducts periodic reviews to assess the contract’s schedule, performance, technical matters and estimated cost at completion. When changes in estimated contract costs are identified, such revisions may result in current period adjustments to operations applicable to performance in prior periods.
Gross versus net revenue presentation
The Company evaluates whether it acts as a principal or agent in accordance with ASC 606. For the majority revenue, other than commission revenue, the Company acts as a principal and recognizes revenue on a gross basis, as it controls the products prior to transfer to customers, sets pricing, and is responsible for fulfillment. For the commission revenue, the Company acts as an agent and recognizes revenue on net basis, as it does not control the underlying services provided to end users and has no ongoing performance obligation.
| F-13 |
GOLDEN SUN TECHNOLOGY GROUP LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in U.S. dollars (“$”))
Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Revenue recognition (continued)
Disaggregation of revenue
Revenues from tutorial services and logistics as well as a small portion of the e-commerce marketing service and engineering construction are recognized over time, based on a straight-line basis as the Company’s customers simultaneously receive the Company’s services throughout the service periods. Revenues attributable to most of e-commerce marketing service, commission fees and product sales are recognized at point in time when control of the promised goods or services are transferred to the customers. As the Company’s long-lived assets are all located in the PRC, no geographical disaggregation is presented.
For the six months ended March 31, 2026 and 2025, the disaggregation of revenue by major revenue stream and time of the revenue recognition is as follows:
| For the six months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Category of Revenue: | ||||||||
| Tutorial service, logistic and education related services | $ | $ | ||||||
| E-commerce revenue and others | ||||||||
| Total | $ | $ | ||||||
| For the six months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Timing of Revenue Recognition: | ||||||||
| Revenue recognized over time | $ | $ | ||||||
| Revenue recognized at a point in time | ||||||||
| Total | $ | $ | ||||||
Contract assets
In accordance with ASC340-40-25-1, an entity shall recognize as an asset the incremental costs of obtaining a contract with a customer if the entity expects to recover those costs. Entities sometimes incur costs to obtain a contract that otherwise would not have been incurred. Entities also may incur costs to fulfill a contract before a good or service is provided to a customer. The revenue standard provides guidance on costs to obtain and fulfill a contract that should be recognized as assets. Costs that are recognized as assets are amortized over the period that the related goods or services transfer to the customer, and are periodically reviewed for impairment. Only incremental costs should be recognized as assets. Incremental costs of obtaining a contract are those costs that the entity would not have incurred if the contract had not been obtained.
As of March 31, 2026, in order to develop non-English foreign language tutorial services for middle school students, the Company incurred a total of $
| F-14 |
GOLDEN SUN TECHNOLOGY GROUP LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in U.S. dollars (“$”))
Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Contract liabilities
Contract liabilities are presented as deferred revenue in the unaudited condensed consolidated balance sheets, which mainly represents payment received from customers in advance of completion of performance obligations under a contract. The balance of deferred revenue is recognized as revenue upon the completion of performance obligations. As of March 31, 2026 and September 30, 2025, the balance of deferred revenue amounted to $
Refund liabilities
Refund liabilities mainly relate to the estimated refunds that are expected to be provided to students if they decide they no longer want to take the courses. Refund liability estimates are based on the historical refund ratio on a portfolio basis using the expected value method. As of March 31, 2026 and September 30, 2025, refund liabilities amounted to $
Cost of revenues
Cost of revenues mainly consists of cost for promotion and marketing service related to the e-commerce business, the merchandise purchase price, remuneration to instructors and tutors, rental expenses for office space and learning centers, and teaching materials used in the provision of educational services.
Value added tax (“VAT”)
Revenue represents the invoiced value of goods and services, net of VAT. The VAT is based on the gross sales price and VAT rates range up to
Income taxes
The Company accounts for current income taxes in accordance with the laws of the relevant tax authorities. Deferred income taxes are recognized when temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the unaudited condensed consolidated financial statements. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination. The amount recognized is the largest amount of tax benefit that is greater than
| F-15 |
GOLDEN SUN TECHNOLOGY GROUP LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in U.S. dollars (“$”))
Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Employee benefits
Full-time employees of the Company in the PRC participate in a government-mandated employer contribution social insurance plan pursuant to which certain pension benefits, medical care, unemployment insurance, employee housing fund and other welfare benefits are provided to eligible full-time employees. Chinese labor regulations require that the Company make contributions to the government for these benefits based on the government prescribed percentage of the employee’s salaries. The contributions to the plan are expensed as incurred. Obligations for contributions to employer contribution social insurance plans are recognized as employee benefit expenses in the period during which services are rendered by employees.
Loss per Share
The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share”. ASC 260 requires companies to present basic and diluted EPS. Class A ordinary shares and Class B ordinary shares have the same rights in dividends. Therefore, basic and diluted loss per share is the same for both classes of ordinary shares. Basic EPS is measured as net income divided by the weighted average common share outstanding for the period. Diluted EPS presents the dilutive effect on a per-share basis of the potential Ordinary Shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential Ordinary Shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. For the six months ended March 31, 2026 and 2025, there were dilutive shares.
Warrants
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent annually period-end date while the warrants are outstanding.
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.
Share-based compensation
The Company follows the provisions of ASC 718, “Compensation - Stock Compensation,” which establishes the accounting for employee and non-employee share-based awards. For employee share-based awards, share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense with graded vesting on a straight-line basis over the requisite service period for the entire award.
| F-16 |
GOLDEN SUN TECHNOLOGY GROUP LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in U.S. dollars (“$”))
Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Foreign currency translation
The functional currencies of the Company are the local currency of the country in which the subsidiaries operate. The Company’s financial statements are reported using U.S. dollars. The results of operations and the unaudited condensed consolidated statements of cash flows denominated in foreign currencies are translated at the average rates of exchange during the reporting period. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect on that date. The equity denominated in the functional currencies is translated at the historical rates of exchange at the time of capital contributions. Because cash flows are translated based on the average translation rates, amounts related to assets and liabilities reported on the unaudited condensed consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the unaudited condensed consolidated balance sheets. Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component in accumulated other comprehensive income included in unaudited condensed consolidated statements of changes in equity. Gains and losses from foreign currency transactions are included in the unaudited condensed consolidated statements of operations and comprehensive loss.
Since the Company operates primarily in the PRC, the Company’s functional currency is the Chinese Yuan (“RMB”). The Company’s unaudited condensed consolidated financial statements have been translated into the reporting currency of U.S. dollars (“$”). The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into U.S. dollars at the rates used in the translation. Goodwill and other fair value adjustments arising on acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and are translated at rates of exchange ruling at the balance sheet date
The following table outlines the currency exchange rates that were used in creating the unaudited condensed consolidated financial statements in this report:
| For the six months ended March 31, 2026 | For the six months ended March 31, 2025 | September 30, 2025 | ||||||||||
| Balance sheet items, except for equity accounts | $ | $ | $ | |||||||||
| Items in the statements of operations and comprehensive loss and cash flows | $ | $ | $ |
Comprehensive loss
Comprehensive loss consists of two components, net loss and other comprehensive loss. Other comprehensive loss refers to revenue, expenses, gains and losses that under U.S. GAAP are recorded as an element of shareholders’ equity but are excluded from net loss. Other comprehensive loss consists of foreign currency translation adjustment resulting from the Company not using the U.S. dollar as its functional currency.
| F-17 |
GOLDEN SUN TECHNOLOGY GROUP LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in U.S. dollars (“$”))
Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Concentrations of risks
(a) Concentration of customers and suppliers
For the six months ended March 31, 2026, two customers accounted for approximately
For the six months ended March 31, 2026, four suppliers accounted for approximately
(b) Concentration of credit risk
Assets that potentially subject the Company to a significant concentration of credit risk primarily consist of cash and cash equivalents, accounts receivable and other current assets. The maximum exposure of such assets to credit risk is their carrying amounts as at the balance sheet dates. As of March 31, 2026 and September 30, 2025, the aggregate amount of cash and cash equivalents of $
(c) Foreign currency risk
A majority of the Company’s expense transactions are denominated in RMB and a significant portion of the Company and its subsidiaries’ assets and liabilities are denominated in RMB. RMB is not freely convertible into foreign currencies. In the PRC, certain foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of China (“PBOC”). Remittances in currencies other than RMB by the Company in China must be processed through the PBOC or other China foreign exchange regulatory bodies which require certain supporting documentation in order to affect the remittance.
It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the RMB and the U.S. dollar in the future. The change in the value of the RMB relative to the U.S. dollar may affect the Company’s financial results reported in the U.S. dollar terms without giving effect to any underlying changes in the Company’s business or results of operations. Currently, the Company’s assets, liabilities, revenues and costs are denominated in RMB. To the extent that the Company needs to convert U.S. dollars into RMB for capital expenditures and working capital and other business purposes, appreciation of RMB against U.S. dollar would have an adverse effect on the RMB amount the Company would receive from the conversion. Conversely, if the Company decides to convert RMB into U.S. dollars for the purpose of making payments for dividends, strategic acquisition or investments or other business purposes, appreciation of the U.S. dollar against RMB would have a negative effect on the U.S. dollar amount available to the Company.
| F-18 |
GOLDEN SUN TECHNOLOGY GROUP LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in U.S. dollars (“$”))
Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Risks and uncertainties
The Company has substantial operations in China through its PRC subsidiaries. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by political, economic, and legal environments in the PRC, as well as by the general state of the PRC economy. The Company’s results may be adversely affected by changes in the political, regulatory and social conditions in the PRC. The Company believes that it is in compliance with existing laws and regulations; however, such compliance may not be indicative of future results.
The Company’s business, financial condition and results of operations may also be negatively impacted by risks related to regional wars, geopolitical tensions, natural disasters, extreme weather conditions, health epidemics and other catastrophic incidents, which could potentially and significantly disrupt the Company’s operations of operations.
Recent accounting pronouncements
The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued.
In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements — codification amendments (collectively, the “Codifications”) in response to SEC’s disclosure Update and Simplification initiative which amended the disclosure or presentation requirements of codification subtopic 230-10 Statement of Cash Flows—Overall, 250-10 Accounting Changes and Error Corrections—Overall, 260-10 Earnings Per Share—Overall, 270-10 Interim Reporting—Overall, 440-10 Commitments—Overall, 470-10 Debt—Overall, 505-10 Equity—Overall, 815-10 Derivatives and Hedging—Overall, 860-30 Transfers and Servicing—Secured Borrowing and Collateral, 932-235 Extractive Activities—Oil and Gas—Notes to Financial Statements, 946-20 Financial Services—Investment Companies—Investment Company Activities, and 974-10 Real Estate—Real Estate Investment Trusts—Overall. The amendments represent changes to clarify or improve disclosure and presentation requirements of the above subtopics. Many of the amendments allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the SEC’s requirements. Also, the amendments align the requirements in the Codifications with the SEC’s regulations. For entities subject to existing SEC disclosure requirements or those that must provide financial statements to the SEC for securities purposes without contractual transfer restrictions, the effective date aligns with the date when the SEC removes the related disclosure from Regulation S-X or Regulation S-K. Early adoption is not allowed.
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740). The ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2025. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for issuance. Once adopted, this ASU will result in additional disclosures.
| F-19 |
GOLDEN SUN TECHNOLOGY GROUP LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in U.S. dollars (“$”))
Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Recent accounting pronouncements (continued)
In November 2024, the FASB issued Accounting Standards Update (ASU) 2024-04, Debt-Debt with Conversions and Other Option. ASU 2024-04 is intended to clarify requirements for determining whether certain settlements of convertible debt instruments, including convertible debt instruments with cash conversion features or convertible debt instruments that are not currently convertible, should be accounted for as an induced conversion. This ASU is effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the potential impact of this guidance on its disclosures.
In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. ASU 2025-03 clarifies the guidance to determine the accounting acquirer in a business combination that is effected primarily by exchanging equity interests, when the legal acquiree is a variable interest entity (“VIE”) that meets the definition of a business. ASU 2025-03 requires entities to consider the same factors in ASC 805, Business Combinations, required for determining which entity is the accounting acquirer in other acquisition transactions. ASU 2025-03 is effective for the Company’s annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted. ASU 2025-03 is required to be applied on a prospective basis to any acquisition transaction that occurs after the initial application date. The Company is currently evaluating the potential impact of adopting this guidance on Financial Statements.
In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets. ASU 2025-05 amends ASC 326, Financial Instruments—Credit Losses, and introduces a practical expedient available for all entities and an accounting policy election available for all entities, other than public business entities, that elect the practical expedient. These changes apply to the estimation of expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606, Revenue Recognition. Under the practical expedient, entities may assume that current conditions as of the balance sheet date remain unchanged for the remaining life of the asset when developing reasonable and supportable forecasts. This simplifies the estimation process for short-term financial assets. ASU 2025-05 is effective for the Company’s annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. ASU 2025-05 should be applied on a prospective basis. The Company is currently evaluating the potential impact of adopting this guidance on Financial Statements.
In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities to establish authoritative guidance on the accounting for government grants received by business entities. This update is effective annual and interim periods beginning after December 15, 2028, with early adoption permitted. The Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvement. ASU 2025-11 is intended to improve the navigability of required interim disclosures and clarify when that guidance is applicable, and also to provide additional guidance on what disclosures should be provided in interim reporting periods. ASU 2025-11 is effective for public business entities for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2025-11 on its financial statements and related disclosures.
| F-20 |
GOLDEN SUN TECHNOLOGY GROUP LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in U.S. dollars (“$”))
Note 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Recent accounting pronouncements (continued)
In December 2025, the FASB issued ASU 2025-12, Codification Improvements. ASU 2025-12 makes thirty-three incremental improvements to generally accepted accounting principles. ASU 2025-12 is effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The Company is currently evaluating the impact of ASU 2025-12 on its financial statements and related disclosures.
Except for the above-mentioned pronouncements, there are no newly issued accounting standards that will have a material impact on the unaudited condensed consolidated financial position, statements of operations and cash flows.
Note 3 — LIQUIDITY AND GOING CONCERN CONSIDERATIONS
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Accordingly, the financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
For the six months ended March 31, 2026, the Company incurred a net loss of $
Management monitors and analyzes the Company’s cash on-hand, its ability to generate sufficient revenue sources in the future, and its operating and capital expenditure commitments. The Company has historically funded its working capital needs primarily from operations, bank loans, and advances from shareholders and intends to continue doing so in the near future to ensure sufficient working capital. As of March 31, 2026, the Company had cash and cash equivalents of $
Notwithstanding the foregoing, management is evaluating different sources of funding for our future operations. These sources may include, but are not limited to, funding from current or new investors, officers and directors, debt financing and optimization of costs. The principal shareholder of the Company has pledged to use his personal assets as collateral to support the Company in securing bank loans whenever necessary. We believe that our working capital will be sufficient to fund our operations over at least the next 12 months from the date of this report. However, we may need additional cash resources in the future if we experience changed business conditions or other developments. We may also need additional cash resources in the future if we wish to pursue opportunities for investment, acquisition, strategic cooperation or other similar actions. If we determine that the cash requirements would exceed our amounts of cash on hand, we may seek to issue debt or equity securities or obtain a credit facility.
| F-21 |
GOLDEN SUN TECHNOLOGY GROUP LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in U.S. dollars (“$”))
Note 4 — ACQUISITION
On April 10, 2023, the Company entered into a Share Purchase Agreement (“Wenzhou SPA”) to purchase
The following table summarizes the fair value of the identifiable assets and liabilities acquired:
| Amount | ||||
| Total consideration for step acquisition | $ | |||
| Assets acquired and liabilities assumed: | ||||
| Cash acquired | ||||
| Other current assets | ||||
| Property and equipment, net | ||||
| Intangible assets, net | ||||
| Current liabilities | ( | ) | ||
| Deferred tax liabilities | ( | ) | ||
| Total net assets acquired | ||||
| Goodwill | $ | |||
The intangible assets are mainly attributable to customized technology for water transportation equipment, which are amortized over
Note 5 — ACCOUNTS RECEIVABLE, NET
Accounts receivable, net consisted of the following:
| March 31, 2026 | September 30, 2025 | |||||||
| (Audited) | ||||||||
| Accounts receivable | $ | $ | ||||||
| Less: allowance for credit losses | ||||||||
| Accounts receivable, net | $ | $ | ||||||
Allowance for credit losses movement:
| March 31, 2026 | September 30, 2025 | |||||||
| (Audited) | ||||||||
| Beginning balance | $ | $ | ||||||
| Provision | ||||||||
| Written off | ( | ) | ( | ) | ||||
| Ending balance | $ | $ | ||||||
| F-22 |
GOLDEN SUN TECHNOLOGY GROUP LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in U.S. dollars (“$”))
Note 6 — PREPAYMENTS AND OTHER ASSETS, NET
Prepayments and other assets, net consisted of the following:
| March 31, 2026 | September 30, 2025 | |||||||
| (Audited) | ||||||||
| Prepaid rents | $ | $ | ||||||
| Prepaid service fee (a) | ||||||||
| E-commerce business (b) | ||||||||
| Advance to employees (c) | ||||||||
| Security deposits | ||||||||
| Equity investment disposition consideration receivable | ||||||||
| Others (d) | ||||||||
| Prepayment and other assets, net | $ | $ | ||||||
| Including: | ||||||||
| Prepayment and other current assets, net | $ | $ | ||||||
| Prepayments and other non-current assets, net | $ | $ | ||||||
| (a) |
| (b) |
| (c) |
| (d) |
Note 7 — BANK LOANS
Bank loans represent amounts due to various banks. The principal of the borrowings are due at maturity. Accrued interest is due either monthly or quarterly.
| March 31, 2026 | September 30, 2025 | |||||||
| (Audited) | ||||||||
| Zhejiang Wenzhou Lucheng Rural Commercial Bank Company Limited (a) | $ | $ | ||||||
| Zhejiang Wenzhou Longwan Rural Commercial Bank (“Longwan RCB”) (b) | ||||||||
| Wenzhou Minshang Bank (c) | ||||||||
| Total | ||||||||
| Less: short-term bank loans | ( | ) | ( | ) | ||||
| Less: Long-term bank loans - current portion | ( | ) | ( | ) | ||||
| Long-term bank loans - non-current portion | $ | $ | ||||||
| (a) |
| F-23 |
GOLDEN SUN TECHNOLOGY GROUP LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in U.S. dollars (“$”))
Note 7 — BANK LOANS (continued)
| (b) | |
| (c) | On February 15, 2023, the Company entered into a loan agreement with Wenzhou Minshang Bank to obtain a loan of $ |
For the six months ended March 31, 2026 and 2025, the weighted average interest rate for the bank loans was approximately
The repayment schedule for the bank loans is as follows:
| Twelve months ended March 31, | Repayment | |||
| 2027 | $ | |||
| 2028 | ||||
| 2029 | ||||
| Total | $ | |||
Note 8 — ACCRUED EXPENSE AND OTHER LIABILITIES
Accrued expenses and other liabilities consisted of the following:
| March 31, 2026 | September 30, 2025 | |||||||
| (Audited) | ||||||||
| Payroll payables | $ | $ | ||||||
| Acquisition consideration payable (a) | ||||||||
| Professional fee and others | ||||||||
| Total | $ | $ | ||||||
| (a) |
| F-24 |
GOLDEN SUN TECHNOLOGY GROUP LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in U.S. dollars (“$”))
Note 9 — RELATED PARTIES BALANCES AND TRANSACTIONS
Accounts receivable-related party
Accounts receivable from related party amounted to $
Due to a related party
Due to a related party amounted to $
Revenue earned from a related party
For the six months ended March 31, 2026 and 2025, the Company earned revenue from a related party of $
Guarantee provided by related parties
Several related parties guaranteed the repayment of the Company’s bank loans. (See Note 7)
Note 10 — TAXES
(a) Corporate Income Taxes (“CIT”)
Cayman Islands
The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains, or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to the Company levied by the Government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or, after execution, brought within the jurisdiction of the Cayman Islands. No stamp duty is payable in the Cayman Islands on the issue of shares by, or any transfers of shares of, Cayman Islands companies (except those which hold interests in land in the Cayman Islands). There are no exchange control regulations or currency restrictions in the Cayman Islands.
Payments of dividends and capital in respect of our shares will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of our Ordinary Shares, as the case may be, nor will gains derived from the disposal of our shares be subject to Cayman Islands income or corporation tax.
Hong Kong
Under Hong Kong tax laws, Shanghai Golden Sun and Hong Kong Golden Sun are subject to a statutory income tax rate at
| F-25 |
GOLDEN SUN TECHNOLOGY GROUP LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in U.S. dollars (“$”))
Note 10 — TAXES (continued)
(a) Corporate Income Taxes (“CIT”) (continued)
PRC
Under the Enterprise Income Tax (“EIT”) Law of PRC, domestic enterprises and Foreign Investment Enterprises (the “FIE”) are usually subject to a unified
The PRC tax system is subject to substantial uncertainties. There can be no assurance that changes in PRC tax laws or their interpretation or their application will not subject the Company’s PRC entities to substantial PRC taxes in the future.
| i) |
| For the six months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Current income tax | $ | $ | ||||||
| Deferred income tax | ( | ) | ||||||
| Total provision for income taxes | $ | ( | ) | $ | ||||
| ii) |
| For the six months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Income benefit computed based on PRC statutory rate | ( | ) | ( | ) | ||||
| Tax effect of different tax rates in other jurisdictions | ||||||||
| Impact of preferential tax | ||||||||
| Tax effect of unrecognized loss | ||||||||
| Change in valuation allowance | ||||||||
| Non-deductible items and others* | ||||||||
| Provision for income taxes | $ | ( | ) | $ | ||||
| * |
| F-26 |
GOLDEN SUN TECHNOLOGY GROUP LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in U.S. dollars (“$”))
Note 10 — TAXES (continued)
(a) Corporate Income Taxes (“CIT”) (continued)
| iii) |
| March 31, 2026 | September 30, 2025 | |||||||
| (Audited) | ||||||||
| Deferred tax assets: | ||||||||
| Net operating loss carry-forward | $ | $ | ||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Total deferred tax assets | $ | $ | ||||||
| Deferred tax liabilities: | ||||||||
| Increase in fair value of intangible assets acquired through acquisition | $ | $ | ||||||
| Deferred tax liabilities | $ | $ | ||||||
| ⅳ) |
| March 31, 2026 | September 30, 2025 | |||||||
| (Audited) | ||||||||
| Beginning balance | $ | $ | ||||||
| Charge to tax expense in current year | ||||||||
| Foreign currency translation adjustments | ||||||||
| Ending balance | $ | $ | ||||||
As of March 31, 2026, the total of net operating losses carried forward was $
| F-27 |
GOLDEN SUN TECHNOLOGY GROUP LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in U.S. dollars (“$”))
Note 10 — TAXES (continued)
(b) Taxes payable
Taxes payable consists of the following:
| March 31, 2026 | September 30, 2025 | |||||||
| (Audited) | ||||||||
| Income tax payable | $ | $ | ||||||
| Value-added tax payable | ||||||||
| Other taxes payable | ||||||||
| Total taxes payable | $ | $ | ||||||
A reconciliation of the beginning and ending amount of income tax payable is as follows:
| March 31, 2026 | September 30, 2025 | |||||||
| (Audited) | ||||||||
| Balance at beginning of period | $ | $ | ||||||
| Decrease related to current year tax positions | ( | ) | ( | ) | ||||
| Foreign currency translation adjustments | ( | ) | ||||||
| Balance at end of period | $ | $ | ||||||
According to the PRC Tax Administration and Collection Law, the statute of limitation is three years if the underpayment of taxes is due to computational errors made by the taxpayer or the withholding agent. The statute of limitation is extended to
| F-28 |
GOLDEN SUN TECHNOLOGY GROUP LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in U.S. dollars (“$”))
Note 11 — SHAREHOLDERS’ EQUITY
Ordinary shares
Effective on April 18, 2024, the Company’s shareholders approved the consolidation of the Company’s authorized and issued share capital, at a ratio of 10:1, such that the authorized share capital of the Company was consolidated from $
The share consolidation was accounted for on a retroactive basis pursuant to ASC 260. All ordinary shares and per share data for all periods have been retroactively restated accordingly.
On September 25, 2025, the Company’s shareholders approved to (i) increase share capital to $
As of March 31, 2026, the Company had an aggregate of
As of September 30, 2025, the Company had an aggregate of
Incentive Plan
On December 9, 2025, the board of directors (the “Board”) of the Company approved the adoption of the 2025 Equity Incentive Plan (the “2025 Plan”) and forms of award agreements (the “Award Agreements”) to be used to grant awards under the 2025 Plan, effective on December 10, 2025 (“Effective Date”). The 2025 Plan provides for the grant of awards representing the right to acquire, or based on the value of, the Company’s Class A ordinary shares, and includes option awards, stock appreciation rights awards, restricted stock awards, restricted stock unit awards, performance awards, dividend equivalent awards and other share or cash-based awards (each, an “Award,” and collectively, the “Awards”) to eligible participants of the 2025 Plan or any related entity, as defined in the 2025 Plan. The maximum number of Class A ordinary shares that may be issued under the 2025 Plan is
| F-29 |
GOLDEN SUN TECHNOLOGY GROUP LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in U.S. dollars (“$”))
Note 11 — SHAREHOLDERS’ EQUITY (continued)
Statutory reserve and restricted net assets
The Company’s ability to pay dividends may depend on the Company receiving distributions of funds from its PRC subsidiaries. Relevant PRC statutory laws and regulations permit payments of dividends by the Company’s PRC subsidiaries only out of such subsidiaries retained earnings, if any, as determined in accordance with PRC accounting standards and regulations.
The Company’s PRC subsidiaries are required to make appropriations to certain reserve funds, comprising the statutory surplus reserve and the discretionary surplus reserve, based on after-tax net income determined in accordance with generally accepted accounting principles of the PRC (“PRC GAAP”). Appropriations to the statutory surplus reserve are required to be at least
Each of the schools is required to appropriate
Because the Company’s operating subsidiaries in the PRC can only be paid out of distributable profits reported in accordance with PRC accounting standards, the operating subsidiaries in the PRC are restricted from transferring a portion of their net assets to the Company. The restricted amounts include the paid-in capital and statutory reserves of such entities in the PRC. The aggregate amount of paid-in capital, statutory reserves, and development reserve which represented the amount of net assets of the Company’s operating subsidiaries in the PRC not available for distribution amounted to $
Note 12 — COMMITMENTS AND CONTINGENCIES
Contingencies
From time to time, the Company is subject to certain legal proceedings, claims and disputes that arise in the ordinary course of business. Although the outcomes of these legal proceedings cannot be predicted, the Company does not believe these actions, in the aggregate, will have a material adverse impact on its financial position, results of operations or liquidity. As of March 31, 2026 and September 30, 2025, the Company had no material outstanding litigation.
Commitments
The Company had various outstanding bank loans and non-cancellable operating lease agreements of $
| F-30 |
GOLDEN SUN TECHNOLOGY GROUP LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in U.S. dollars (“$”))
Note 13 — SEGMENT INFORMATION
ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company’s business segments. The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company has determined that it has
Selected financial information is presented below:
| Education | E-commerce and others | Total | ||||||||||||||||||||||
| For the six months ended March 31, | For the six months ended March 31, | For the six months ended March 31, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| Revenues | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Cost of revenues | ||||||||||||||||||||||||
| Gross profit | ||||||||||||||||||||||||
| Interest expenses, net | ( | ) | ||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||
| Capital expenditures | ||||||||||||||||||||||||
| Segment assets | ||||||||||||||||||||||||
| Segment loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
Note 14 — SUBSEQUENT EVENTS
On May 28, 2026, the Company entered into a loan agreement with Zhejiang Tailong Commercial Bank to obtain a loan of $
On June 12, 2026, the Company entered into a loan agreement with Zhejiang Wenzhou Lucheng Rural Commercial Bank Company Limited to obtain a loan of $
On July 24, 2026, the Company entered into a loan agreement with China Construction Bank Corporation Shanghai Branch to obtain a credit loan of $
The Company evaluated all events and transactions that occurred after March 31, 2026 up through the date the Company issued these unaudited condensed consolidated financial statements. Other than the events disclosed above, no other subsequent events have occurred that would require recognition or disclosure in the Company’s unaudited condensed consolidated financial statements.
| F-31 |
Exhibit 99.2
Operating and Financial Review and Prospects
INTERIM RESULTS FOR THE SIX MONTHS ENDED MARCH 31, 2026 AND 2025
The following sets out the Operating and Financial Review and Prospects with respect to the financial position and results of operations for the six months ending March 31, 2026 and 2025, of Golden Sun Technology Group Limited (the “Company”, “we”, “our” or “us”). You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our unaudited condensed consolidated financial statements and the related notes. This discussion contains forward-looking statements that involve risks and uncertainties. All statements contained in this report other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in the “Risk Factors” section included in our annual report on Form 20-F for the fiscal year ended September 30, 2025, filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 13, 2026 (the “Annual Report”). Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
Overview
We are an exempted company incorporated in the Cayman Islands that serves as a holding company with no material operations of our own. As a holding company, we conduct operations in the People’s Republic of China (“China” or the “PRC”) through our operating subsidiaries which are incorporated in the PRC.
As of the date of this filing, we generate revenue from education services and e-commerce services and other services. Prior to November 2023, our operations were primarily focused on tutorial and private education services. In response to the increasingly restrictive regulatory environment affecting the private education sector in China, after November 2023, we began to adjust our business strategy and gradually reduce our reliance on tutorial services as our primary source of revenue. As part of this transition, we expanded our operations into e-commerce. Currently, more than 90% of our revenue is derived from our e-commerce business. Our tutorial services now account for a relatively small portion of total revenue and are maintained on a limited and supplemental basis. We believe that this business diversification reduces our exposure to regulatory risks associated with the education sector and allows us to leverage our existing customer base, operational experience, and technological infrastructure for our future business developments; however, there can be no assurance that this strategy will be successful.
| ● | E-Commerce Services |
In November 2023, we diversified our operations beyond tutoring and secondary language instruction to include e-commerce services. Our e-commerce operations currently consist of data analytics–driven marketing and social media promotional services for small and medium-sized businesses on major short video platforms based in China, including Douyin, Kuaishou, and WeChat Video Accounts, where we provide social media content planning, data-based advertising placement, performance monitoring, and strategy optimization. In connection with these services, we utilize data analytics based on platform algorithms to support targeted advertising and adjust marketing campaigns based on real-time performance data.
1
Our e-commerce operations are subject to various macroeconomic factors that may affect consumer demand and business performance. During periods of economic growth, consumer purchasing power generally increases, which may support higher demand for e-commerce products and services. Conversely, during periods of economic slowdown, consumers may become more price-sensitive, which could adversely affect demand. Demographic and social trends may also influence consumer behavior. For example, younger consumer cohorts generally place greater emphasis on convenience and may be more willing to adopt new e-commerce models and products, while demand among older consumers for products offered through e-commerce platforms has gradually increased. However, shifts in population structure, consumer preferences, and spending patterns are subject to uncertainty and may not continue as expected. The e-commerce industry in China is highly competitive and subject to evolving laws, regulations, and policies. Our operations face risks and challenges, including intense competition, relatively high operating and customer acquisition costs, changes in platform rules or algorithms, regulatory uncertainty, and the need to continually adapt to changing consumer preferences. These factors may materially and adversely affect the growth, results of operations, and prospects of our e-commerce business.
| ● | Tutorial services |
With the advancement of technology, virtual classrooms and artificial intelligence (“AI”) tutoring tools have become increasingly prevalent. As educational resources are expected to be disseminated more conveniently via digital means, we believe personalized learning services will also gain growing popularity accordingly. In recent years, we have gradually adopted intelligent teaching tools in our tutorial services, leveraging AI-powered question banks to standardize teaching, in order to improve teaching efficiency through technological means, supervise teaching activities and faculty members, facilitate language teaching, and further reform teaching methodologies. However, as a traditional sector, our business may not grow at the rate anticipated, or at all. If the education industry fails to grow as expected, such condition could have a material adverse effect on our business and the market price of our Class A ordinary shares. In addition, the rapidly evolving nature of the education industry introduces significant uncertainty into any projections or estimates regarding its growth prospects or future condition. If one or more of our assumptions with respect to the industry prove incorrect, our actual results may differ materially from projections based on such assumptions.
As of March 31, 2026, our education centers offer two main programs: (i) foreign language tutorial programs in less commonly taught languages, including Spanish and Japanese, provided to individual students as well as to companies and other organizations; and (ii) Gaokao repeater tutorial programs, provided to individual students.
Revenues from our continuing operations in the six months ended March 31, 2026 increased by approximately $5.0 million, or 30%, to approximately $21.6 million from approximately $16.6 million in the same period of fiscal year 2025, primarily attributable to the increased revenue from our e-commerce segment, as we further expanded our operations on e-commerce since late 2023. Net loss in the six months ended March 31, 2026 decreased by approximately $1.2 million, or 24%, to approximately $3.7 million from approximately $4.9 million in the same period of fiscal year 2025, primarily attributable to a decrease of approximately $2.2 million in net loss from continuing operations, offset by a decrease approximately $1.0 million in net income from discontinued operations.
2
Factors Affecting Our Results of Operations
We believe the most significant factors that affect our business and results of operations include the following:
| ● | The number of students enrolled is largely driven by the demand for our tutorial programs, our reputation and brand recognition and our ability to improve the variety and quality of the programs we offer. |
| ● | Pricing of our tuition fees is affected by the tuition policy set by the PRC local governments at different levels. Article 38 of the Law for Promoting Private Education stipulates that the items and rates of fees to be charged by private schools shall be determined based on the cost of running a school, market demands and other relevant factors, and must be made available to the public. Tuition and fee rates for private schools are subject to supervision by the relevant authorities. Provincial governments, autonomous regions governments and centrally-administered municipalities set guidelines on fees for not-for-profit schools. The tuition criteria of for-profit private schools are subject to market conditions and are determined by the schools themselves. Currently, fees for our not-for-profit schools are determined by the school and filed with the relevant authorities for its supervision, while fees for our for-profit schools are primarily based on demand for our courses, the targeted market for our courses and fees charged by our competitors for the same or similar courses. |
| ● | Our ability to manage our cost of revenues directly affects our profitability. Our cost of revenues mainly consists of labor costs, which are compensation for our teachers and educational staff, student-related costs, depreciation expenses and lease payments for our schools and tutorial centers. | |
| ● | We launched our wellness business in late 2023, introducing branded wellness products and services. In 2024, we expanded our business into the e-commerce and cultural tourism sectors. Starting from July 2025, we decided to gradually discontinue our wellness business, which business was implemented in 2023 and through which we endeavored to establish our own branded wellness products and services, and focus our efforts in other industries, including e-commerce. Our ability to execute the new growth strategy will affect our future results and financial condition. |
Risks and Uncertainties
Substantially all of our operations are conducted in China through our PRC subsidiaries. Accordingly, our business, financial condition, and results of operations may be influenced by political, economic, and legal environments in the PRC, as well as by the general state of the PRC economy. Our results may be adversely affected by changes in the political, regulatory, and social conditions in the PRC. While we believe that the Company is in compliance with existing laws and regulations, this compliance may not be indicative of future results. Additionally, our business, financial condition, and results of operations may be negatively impacted by various risks including, but not limited to, regional wars, geopolitical tensions, natural disasters, extreme weather conditions, health epidemics, and other catastrophic incidents. These events could potentially and significantly disrupt our operations. Management continuously monitors these risks and uncertainties and strives to mitigate their potential impact through strategic planning and operational adjustments.
3
Results of Operations
For the six months ended March 31, 2026 and 2025
| Revenue |
The following table sets forth the breakdown of our revenue from continuing operations for the periods presented:
| For the six months ended March 31, | ||||||||||||||||||||||||
| 2026 | 2025 | Amount | % | |||||||||||||||||||||
| Revenue by type | Amount | % of total revenue | Amount | % of total revenue | Increase (Decrease) | Increase (Decrease) | ||||||||||||||||||
| Tutorial services | $ | 1,065,980 | 5 | % | 832,536 | 5 | % | $ | 233,444 | 28 | % | |||||||||||||
| Logistics and education related services | 143,004 | 1 | % | 138,768 | 1 | % | 4,236 | 3 | % | |||||||||||||||
| E-commerce services and others | 20,349,350 | 94 | % | 15,597,890 | 94 | % | 4,751,460 | 30 | % | |||||||||||||||
| Total revenue | $ | 21,558,334 | 100 | % | $ | 16,569,194 | 100 | % | $ | 4,989,140 | 30 | % | ||||||||||||
Revenue from our continuing operations increased by approximately $5.0 million, or 30%, to approximately $21.6 million in the six months ended March 31, 2026, from approximately $16.6 million in the same period of fiscal year 2025. The increase in revenue was mainly due to an increase of approximately $4.8 million from e-commerce and others segment as a result of the growth of our e-commerce and others segment and an increase of $0.2 million from our education segment.
Education segment
Tutorial services
Our tutorial services revenue from our continuing operations in the six months ended March 31, 2026 increased by approximately $0.2 million, or 28%, to approximately $1.1 million from approximately $0.8 million in the same period of fiscal year 2025. The increase was primarily attributable to the significant increase in student enrollments in our tutorial programs, which increased to 899 students in the six months ended March 31, 2026 from 369 students in the same period of 2025. Our average revenue recognized per student decreased by $1,070 to $1,186 per student in the six months ended March 31, 2026 from $2,256 in the same period of 2025.
Logistics and education related services
Our logistics and education related services revenue from our continuing operations was approximately $0.1 million in both the six months ended March 31, 2026 and 2025.
E-commerce and others segment
Our e-commerce services and others revenue from our continuing operations increased by approximately $4.8 million, or 30%, to approximately $20.3 million in the six months ended March 31, 2026 from approximately $15.6 million in the same period of fiscal year 2025. This increase was primarily attributed to the continued expansion of our e-commerce services that began in November 2023.
4
Cost of Revenues
Cost of revenues from our continuing operations increased by approximately $5.0 million, or 32%, to approximately $21.0 million in the six months ended March 31, 2026, from approximately $16.0 million in the same period of fiscal year 2025. The increase was mainly due to an increase of approximately $5.0 million in the cost of revenue from our e-commerce and others segment, which stemmed from increased revenue in this segment.
Gross profit
Gross profit from our continuing operations decreased by approximately $0.1 million, or 10%, to approximately $0.5 million in the six months ended March 31, 2026, from approximately $0.6 million in the same period of fiscal year 2025. The decrease was primarily due to an increase in cost of revenue from e-commerce services and others as a result of low gross margin. Gross margin for educational services and e-commerce services was 39% and 0.3% in the six months ended March 31, 2026, respectively, as compared to 32% and 2% in the same period of 2025, respectively.
Operating Expenses
| For the six months ended March 31, | ||||||||||||||||||||||||
| 2026 | 2025 | Amount | % | |||||||||||||||||||||
| Amount | % of revenue | Amount | % of revenue | Increase (Decrease) | Increase (Decrease) | |||||||||||||||||||
| Selling expenses | $ | 240,475 | 1 | % | $ | 57,450 | - | % | $ | 183,025 | 319 | % | ||||||||||||
| General and administrative expenses | 3,533,305 | 16 | % | 1,744,110 | 11 | % | 1,789,195 | 103 | % | |||||||||||||||
| Total | $ | 3,773,780 | 17 | % | $ | 1,801,560 | 11 | % | $ | 1,972,220 | 109 | % | ||||||||||||
Total operating expenses from our continuing operations increased by approximately $2.0 million, or 109%, to approximately $3.8 million in the six months ended March 31, 2026, from approximately $1.8 million in the same period of fiscal year 2025. The increase was mainly due to an increase in general and administrative expenses.
Selling expenses
Selling expenses from our continuing operations in the six months ended March 31, 2026 increased by approximately $0.2 million, or 319%, to approximately $0.2 million from approximately $0.1 million in the same period of fiscal year 2025. The increase in selling expense was mainly due to the increase of commissions for partner schools of approximately $0.1 million in six months ended March 31, 2026.
General and administrative expenses
General and administrative expenses from our continuing operations in the six months ended March 31, 2026 increased by approximately $1.8 million, or103%, to approximately $3.5 million from approximately $1.7 million in the same period of fiscal year 2025. As a percentage of revenues, general and administrative expenses represented approximately 16% and 11% of revenues for the six months ended March 31, 2026 and 2025, respectively. The increase of general and administrative expenses was primarily a result of approximately $1.9 million share-based compensation awards of a total 1,300,000 Class A ordinary shares to the Company’s employees for their efforts in the six months ended March 31, 2026.
5
Change in fair value of convertible notes
Change in fair value of convertible notes from our continuing operations in the six months ended March 31, 2026 and 2025 amounted to a loss of nil and approximately $2.7 million, respectively. The convertible notes are measured to fair value at the end of each reporting period.
Change in fair value of warrants liabilities
Change in fair value of warrants liabilities from our continuing operations in the six months ended March 31, 2026 and 2025 amounted to a loss of nil and approximately $1.6 million, respectively. The fair value of the Company’s warrants derivative liabilities assumed are re-measured to its fair value at the end of each reporting period.
Loss before income taxes
Loss before income tax from our continuing operations decreased by approximately $2.2 million, or 37%, to approximately $3.7 million in the six months ended March 31, 2026, from approximately $5.9 million in the same period of fiscal year 2025. The decrease in losses before income taxes was primarily attributable to decreased unrealized loss from the change in fair value of convertible notes and warrants liabilities, offset by increased general and administrative expenses, as stated above.
Net loss
Our net loss from continuing operations decreased by approximately $2.2 million, or 37%, to approximately $3.7 million in the six months ended March 31, 2026, from approximately $5.9 million in the same period of fiscal year 2025, due to the aforementioned reasons.
Net income from discontinued operations in the six months ended March 31, 2026 was nil as compared to a net income from discontinued operations of approximately $1.0 million in the six months ended March 31, 2025.
Net loss in the six months ended March 31, 2026 decreased by approximately $1.2 million, or 24%, to approximately $3.7 million from $4.9 million in the same period of fiscal year 2025. The decrease was primarily due to a decrease of approximately $2.2 million in net loss from continuing operations, offset by a decrease of approximately $1.0 million in net income from discontinued operations.
Liquidity and Capital Resources
For the six months ended March 31, 2026, the Company incurred a net loss of approximately $3.7 million from continuing operations and used net cash of approximately $0.1 million in operating activities from continuing operations. As of March 31, 2026, the Company had an accumulated deficit of approximately $27.3 million. These factors continue to raise substantial doubt about the Company’s ability to continue as a going concern.
In assessing liquidity, we monitor and analyze cash on-hand, our ability to generate sufficient revenue sources in the future, and our operating and capital expenditure commitments. In the six months ended March 31, 2026, our revenue from continuing operations increased by approximately $5.0 million to approximately $21.6 million from approximately $16.6 million in six months ended March 31, 2025. Our net loss from continuing operations decreased by approximately $2.2 million, or 37%, to approximately $3.7 million in the six months ended March 31, 2026, from approximately $5.9 million in the same period of fiscal year 2025. We previously funded our working capital needs primarily from the net proceeds from our initial public offering that closed on June 24, 2022, operations, bank loans, convertible note financing and advances from shareholders, and we intend to continue doing so to the extent that such sources remain available in the near future.
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We currently plan to fund our operations mainly through cash flow from operations, renewal of bank borrowings, and support from controlling shareholders, if necessary, to ensure sufficient working capital. As of March 31, 2026, deferred revenue included in current liabilities amounted to approximately $1.0 million, which will be recognized as revenue in the next fiscal year when the services are provided. As of March 31, 2026, we had short-term bank loans and long-term bank loans in the aggregate principal amount of approximately $0.6 million and approximately $2.9 million, respectively. We expect to obtain new bank loans or renew existing bank loans upon maturity based on past experience and our good credit history. Management is evaluating different strategies to obtain the required additional funding for future operations. These strategies may include, but are not limited to, additional funding from current or new investors, officers and directors, debt financing and optimization of costs. The principal shareholder has pledged to use his personal assets as collateral to support us in securing bank loans whenever necessary. We believe that our working capital will be sufficient to fund our operations over at least the next 12 months from the date of this report. However, we may need additional cash resources in the future if we experience changed business conditions or other developments, and may also need additional cash resources in the future if we wish to pursue opportunities for investment, acquisition, strategic cooperation or other similar actions. If it is determined that the cash requirements exceed our amounts of cash on hand, we may seek to issue debt or equity securities or obtain a credit facility.
Cash flows
For the six months ended March 31, 2026 and 2025
The following table sets forth a summary of our cash flows for the periods indicated:
| For the six months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Net cash used in operating activities - continuing operation | $ | (85,225 | ) | (7,536,089 | ) | |||
| Net cash used in operating activities - discontinued operation | - | (982,001 | ) | |||||
| Net cash used in operating activities | (85,225 | ) | (8,518,090 | ) | ||||
| Net cash provided by (used in) investing activities - continuing operation | 16,106 | (39,609 | ) | |||||
| Net cash used in investing activities - discontinued operation | - | - | ||||||
| Net cash provided by (used in) investing activities | 16,106 | (39,609 | ) | |||||
| Net cash (used in) provided by financing activities - continuing operation | (397,487 | ) | 5,984,424 | |||||
| Net cash provided by financing activities - discontinued operation | - | 1,876,288 | ||||||
| Net cash (used in) provided by financing activities | (397,487 | ) | 7,860,712 | |||||
| Effect of exchange rate changes on cash and cash equivalents | 146,302 | 150,743 | ||||||
| Net decrease in cash and cash equivalents | (320,304 | ) | (546,244 | ) | ||||
| Cash, cash equivalents and restricted cash, beginning of period | 775,334 | 839,622 | ||||||
| Cash, cash equivalents and restricted cash, end of period | $ | 455,030 | 293,378 | |||||
Operating Activities
Net cash used in operating activities was approximately $0.1 million in the six months ended March 31, 2026. Net cash used in continuing operating activities in the six months ended March 31, 2026 mainly consisted of a net loss from continuing operations of approximately $3.7 million, adjustments of approximately $2.1 million non-cash items, a decrease of approximately $3.6 million in deferred revenue and a decrease of approximately $2.4 million in accounts payable, offset by a decrease of approximately $5.4 million in prepayments and other assets, a decrease of approximately $1.5 million in accounts receivable, and an increase of approximately $0.6 million in accrued expenses and other liabilities.
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Net cash used in operating activities was approximately $8.5 million in the six months ended March 31, 2025. Net cash used in continuing operating activities in the six months ended March 31, 2025 mainly consisted of a net loss from continuing operations of approximately $5.9 million, adjustments of approximately $4.4 million non-cash items, an increase of approximately $8.3 million in prepayments and other assets and cash used in operating activities from discontinued operations of approximately $1.0 million, offset by an increase of approximately $1.6 million in deferred revenue, and approximately $1.3 million in accounts payable.
Investing Activities
Net cash provided by investing activities was approximately $0.02 million in the six months ended March 31, 2026, which mainly consisted of approximately $0.02 million received upon the disposal of a long-term investment.
Net cash used in investing activities was approximately $0.04 million in the six months ended March 31, 2025, which mainly consisted of approximately $0.04 million paid for long-term investments.
Financing Activities
Net cash used in financing activities was approximately $0.4 million in the six months ended March 31, 2026. Net cash used in continuing financing activities primarily included the net payment to a related party of approximately $0.3 million and the repayment of a bank loan of approximately $0.1 million.
Net cash provided by financing activities was approximately $7.9 million in the six months ended March 31, 2025. Net cash provided by continuing financing activities primarily included proceeds from convertible notes and warrants of approximately $5.0 million and net proceeds from a related party of approximately $1.1 million and cash provided by financing activities from discontinued operations of approximately $1.9 million.
Capital Expenditures
Our capital expenditures were immaterial for the six months ended March 31, 2026 and 2025.
Contractual Obligations
We had various outstanding bank loans of approximately $3.6 million and $3.5 million as of March 31, 2026 and September 30, 2025, respectively. We have also entered into non-cancellable operating lease agreements for several offices and operating facilities. The lease terms extend through 2029.
The following table sets forth our contractual obligations and commercial commitments as of March 31, 2026:
| Payment Due by Period | ||||||||||||||||||||
| Total | Less than 1 Year |
1 – 3 Years | 3 – 5 Years | More than 5 Years |
||||||||||||||||
| Operating lease arrangements | $ | 274,354 | $ | 97,854 | $ | 176,500 | $ | - | $ | - | ||||||||||
| Bank loans | 3,566,251 | 623,369 | 2,942,882 | - | ||||||||||||||||
| Total | $ | 3,840,605 | $ | 721,223 | $ | 3,119,382 | $ | - | $ | - | ||||||||||
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Off-Balance Sheet Arrangements
We do not have any other off-balance arrangement for the six months ended March 31, 2026 that in the opinion of management are likely to have, a current or future material effect on our unaudited condensed financial condition or results of operations.
Research and Development, Patents and Licenses, etc.
Not applicable
Trend Information
Other than as described elsewhere in this Report, we are not aware of any trends, uncertainties, demands, commitments or events that are reasonably likely to have a material adverse effect on our revenue, income from continuing operations, profitability, liquidity or capital resources, or that would cause our reported financial information to not necessarily be indicative of future operating results or financial condition.
Critical Accounting Estimates
In preparing the unaudited condensed consolidated financial statements, we have made estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Accounting estimates are deemed critical if they involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations. Significant estimates required to be made by management include, but are not limited to accrual for refund liabilities, revenue recognition, the allowance for credit loss on accounts receivables and other assets, determinations of the useful lives and valuation of long-lived assets, impairment of goodwill, impairment of long-term investments, valuation of convertible note and warrant liabilities, incremental borrowing rate used in valuation of lease liabilities and right-of-use assets, and valuation allowance of deferred tax assets. A summary of our significant accounting policies which are important to the portrayal of our financial condition and results of operations is set forth in Note 2 to our unaudited condensed consolidated financial statements included elsewhere in this filing.
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