Kun Peng International Ltd 10-K for FY2023

Kun Peng International Ltd. (KPEA)

10-K 2024-01-16 For: 2023-09-30

Added on April 06, 2026

About this 10-K

Kun Peng International Ltd filed this 10-K on January 16, 2024, covering the fiscal year ended September 30, 2023 (FY2023).

Headline figures

Fiscal year ended September 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $3.92M; down 47.8% from $7.51M a year earlier
Net loss: $2.15M; compared with a net loss of $1.83M a year earlier
Diluted EPS: -$0.01; compared with -$0.01 a year earlier

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Nevada		32-0538640
(State or other jurisdiction of		(I.R.S. employer
incorporation or organization)		identification number)

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

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

		Page
Part I
ITEM 1. BUSINESS		5
ITEM 1A. RISK FACTORS		35
ITEM 1B. UNRESOLVED STAFF COMMENTS		58
ITEM 2. PROPERTIES		58
ITEM 3. LEGAL PROCEEDINGS		59
ITEM 4. MINE SAFETY DISCLOSURES		59

Part II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES		59
ITEM 6. RESERVED		61
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		61
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		76
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		76
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		77
ITEM 9A. CONTROLS AND PROCEDURES		78
ITEM 9B. OTHER INFORMATION		79

Part III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE		79
ITEM 11. EXECUTIVE COMPENSATION		84
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		86
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS		86
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES		88
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES		88

	●	Our independent registered auditors have expressed substantial doubt about our ability to continue as a going concern.

	●	We may continue to incur losses in the future and may not be able to return to profitability, which may cause the market price of our shares to decline.

	●	Our business plan is based on a relatively new model that may not be successful and we may not successfully implement our business strategies.

	●	“China” and “the PRC” are to the People’s Republic of China;

	●	“Company” or “KPIL” are to Kun Peng International Ltd., (formerly CX Network Group, Inc.), a Nevada corporation;

	●	“Exchange Act” are to the U.S. Securities Exchange Act of 1934, as amended;

	●	“FIE” are to a foreign invested enterprise;

	●	“Guoxin Zhengye” are to Guoxin Zhengye Enterprise Management Co., Ltd., a PRC company;

	●	“Hong Kong” are to the Hong Kong Special Administrative Region of the People’s Republic of China;

	●	“KP (China)” are to Kun Peng (China) Industrial Development Company Limited, a Hong Kong company that is a holding company and a wholly-owned subsidiary of KP International;

	●	“KP (Hong Kong)” are to Kun Peng (Hong Kong) Industrial Development Limited, a Hong Kong company that is a holding company and a wholly-owned subsidiary of KP International;

	●	“KP International” are to Kun Peng International Holding Limited, a British Virgin Islands company that is a holding company and a wholly-owned subsidiary of the Company;

	●	“KP Tian Yu” and “WFOE” are to Kun Peng Tian Yu Health Technology (Tianjin) Co. Ltd., a PRC company that is a holding company and a wholly-owned subsidiary of KP (Hong Kong); it has been a wholly foreign-owned enterprise since March 3, 2023;

	●	“King Eagle (Beijing)” are to King Eagle (Beijing) Technology Co., a PRC company and a wholly- owned subsidiary of King Eagle VIE;

	●	“King Eagle (China)” are to King Eagle (China) Co., Ltd., a PRC company that is majority-owned by KP Tian Yu;

	●	“King Eagle (Huai’an)” are to King Eagle (Huai’an) Health Management Co., Ltd., a PRC company that is 95% owned by King Eagle VIE;

	●	“King Eagle (Tianjin)” and “King Eagle VIE” are to King Eagle (Tianjin) Technology Co., Ltd., a PRC company and a variable interest entity;

	●	“Kun Zhi Jian (Huai’an)” are to Kun Zhi Jian (Huai’an) Technology Co., Ltd., a PRC company and a wholly-owned subsidiary of King Eagle VIE;
	●	“member(s)” are to customers who have opened an account with King Eagle VIE so as to make purchases on one of its e-commerce platforms;

	●	“MOFCOM” are to the Ministry of Commerce of the People’s Republic of China;

	●	“NDRC” are to the National Development and Reform Commission of the People’s Republic of China;

	●	“Renminbi” and “RMB” are to the legal currency of China;

	●	“SAFE” are to the State Administration of Foreign Exchange of the People’s Republic of China;

	●	“SEC” are to the U.S. Securities and Exchange Commission;

	●	“Securities Act” are to the U.S. Securities Act of 1933, as amended;

	●	“U.S. dollars,” “dollars,” and “$” are to the legal currency of the United States;

	●	“VIE Agreements” are to the agreements entered into by and between King Eagle (China) and King Eagle (Tianjin) to qualify King Eagle (Tianjin) as a variable interest entity, specifically, the Consulting Service Agreement, the Business Operation Agreement, the Proxy Agreement, the Equity Disposal Agreement, and the Equity Pledge Agreement;

	●	“we,” “us,” “our,” “KPIL,” “the Company,” and “our Company” are to the combined business of Kun Peng International Ltd. (formerly CX Network Group, Inc.), a Nevada corporation, and its subsidiaries and other consolidated entities;

	●	“WFOE” are to King Eagle (China), our wholly foreign owned enterprise until March 3, 2023, and KP Tian Yu, our wholly foreign owned enterprise since March 3, 2023.

	●	PRC laws and regulations prohibit or restrict foreign ownership of companies that operate Internet information and content, value added telecommunications, and certain other businesses in which we are engaged or could be deemed to be engaged. Consequently, our operations and business in the PRC are conducted through contractual arrangements (“VIE Agreements”) with King Eagle VIE. If the Chinese government should disallow or limit the use of the VIE, it could materially and adversely affect our business, which could result in your shares significantly declining in value or becoming worthless. See “Item 1A. Risk Factors - Risks Related to our Commercial Relationship with our VIE - PRC laws and regulations governing our business and the validity of certain of our contractual arrangements are uncertain. If we are found to be in violation of such PRC laws and regulations, our business may be negatively affected, and we may be forced to relinquish our interests in those operations” on page 38.

	●	Although we have been advised by our PRC counsel that the ownership structures of our PRC subsidiary and King Eagle VIE in China do not violate any applicable PRC law, regulation, or rule currently in effect and that the VIE Agreements are valid, binding, and enforceable in accordance with their terms and applicable PRC laws and regulations currently in effect, but that such ownership structures have not been tested in court, KPIL faces uncertainty with respect to future actions by the PRC government that could significantly affect the enforceability of the VIE Agreements, King Eagle VIE’s financial performance, and the value of a shareholder’s KPIL shares. See “Item 1A. Risk Factors - Risks Related to our Commercial Relationship with our VIE - We conduct substantially all of our operations in China through our PRC subsidiary, King Eagle (China) and our VIE, with which King Eagle (China) maintains contractual arrangements. There are risks associated with this structure as the PRC has not yet ruled on its legality” on page 39.

	●	Although the PRC’s Ministry of Commerce and its National Development and Reform Commission have announced new edicts regarding the use of VIEs for new overseas offerings, they have indicated that such new requirements will not affect the foreign ownership of companies already listed overseas. Nonetheless, there can be no assurance that such new rules and regulations will not be applied retroactively which may have a substantial negative impact on KPIL’s business and consequently on the value of KPIL’s securities. See “Item 1A. Risk Factors - Risks Related to our Commercial Relationship with our VIE - PRC laws and regulations governing our business and the validity of certain of our contractual arrangements are uncertain. If we are found to be in violation of such PRC laws and regulations, our business may be negatively affected and we may be forced to relinquish our interests in those operations” on page 38.

	●	On March 15, 2019, the National People’s Congress promulgated the Foreign Investment Law, which took effect on January 1, 2020. Since it is relatively new, substantial uncertainties exist in relation to its interpretation and implementation including future laws, administrative regulations, or provisions of the State Council to provide for contractual arrangements as a form of foreign investment. Therefore, it is uncertain whether our contractual arrangements would be deemed to be in violation of the market access requirements for foreign investment in the PRC, and if they are deemed to be in violation, how our contractual arrangements should be dealt with. See “Item 1A. Risks Factors - Risks Related to Our VIE Structure - Our current corporate structure and business operations may be substantially affected by the newly enacted Foreign Investment Law” on page 40.

	●	Neither the Company nor its shareholders have a direct equity ownership interest in King Eagle VIE. The Company’s relationship to the VIE is defined by the VIE Agreements. Therefore, should the Chinese government disallow or limit the use of the VIE, it could result in your shares significantly declining in value or becoming worthless. See “Item 1A. Risk Factors - Risks Related to our Commercial Relationship with our VIE - We conduct substantially all of our operations in China through our PRC subsidiary, King Eagle (China) and our VIE, with which King Eagle (China) maintains contractual arrangements. There are risks associated with this structure as the PRC has not yet ruled on its legality” on page 39.

	●	The Chinese government may choose to exercise significant oversight and discretion over the conduct of our business operations in China and may intervene in or influence our operations at any time, which could result in a material change in our and our VIE’s operations and/or the value of your shares. See “Item 1A. Risk Factors - Risks Related to Doing Business in China - The Chinese government may choose to exercise significant oversight and discretion over the conduct of our and our VIE’s business operations in China” on page 43.

	●	Regulatory authorities in China have recently implemented regulations concerning privacy and data protection and more stringent laws and regulations may be introduced in China. The PRC Cybersecurity Law provides that personal information and important data collected and generated by operators of critical information infrastructure in the course of their operations in the PRC should be stored in the PRC, and the law imposes heightened regulation and additional security obligations on operators of critical information infrastructure. The Measures for Cybersecurity Review (2021) stipulate that operators of critical information infrastructure purchasing network products and services and online platform operators (together with the operators of critical information infrastructure, the “Operators”) carrying out data processing activities that affect or may affect national security shall conduct a cybersecurity review, and any online platform operator who controls more than one million users’ personal information must go through a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country. We do not believe that our Company constitutes an Operator pursuant to the Cybersecurity Review (2021) that became effective in February 2022 nor do we control more than one million users’ personal information. However, the interpretation and application of consumer and data protection laws in China are often uncertain, in flux, and complicated, including differentiated requirements for different groups of people or different types of data, and there can be no assurance that in the future our operations may not be subject to these regulations which could have a significant material impact on our financial performance and the value of our securities. See “Item 1A. Risk Factors - Risks Related to Doing Business in China - Our business is subject to complex and evolving laws and regulations regarding privacy and data protection” on page 41.

	●	The Company relies on dividends and other distributions on equity paid by our subsidiaries to fund our cash and financing requirements, and any limitation on the ability of our subsidiaries to make payments to us could have a material adverse effect on our financial position. King Eagle (China) and it’s VIE’s ability to distribute dividends is based upon their distributable earnings. Current PRC regulations permit our PRC subsidiaries to pay dividends to their shareholders only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, our PRC subsidiaries are required to set aside at least 10% of their after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of their registered capital. This reserve is not distributable as cash dividends. To the extent that cash derived from our VIE’s businesses is in the PRC or Hong Kong, or in a PRC or Hong Kong entity, the funds may not be available to fund operations or for other use outside of the PRC or Hong Kong due to interventions in or the imposition of restrictions and limitations by the PRC government on the ability of our PRC or Hong Kong subsidiaries, or of our VIE, to transfer cash. The inability of our Hong Kong or PRC subsidiaries to pay dividends, for whatever reason, could have a material adverse effect on our financial position and, in turn, on the value of our common stock. See “Item 1A. Risk Factors - Risks Related to our Business in China - Restrictions under PRC law on our subsidiaries’ ability to make dividend payments and other distributions could materially and adversely affect our ability to grow, make investments or acquisitions that could benefit our business, pay dividends to you, and otherwise fund and conduct our business” on page 52.

	●	To address persistent capital outflows and the RMB’s depreciation against the U.S. dollar in the fourth quarter of 2016, the People’s Bank of China and the State Administration of Foreign Exchange, or SAFE, implemented a series of capital control measures in the subsequent months, including stricter vetting procedures for China-based companies to remit foreign currency for overseas acquisitions, dividend payments, and shareholder loan repayments. The PRC government may continue to strengthen its capital controls and our PRC subsidiaries’ dividend payments and other distributions may be subject to tightened scrutiny in the future. The PRC government also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. Therefore, King Eagle (China) and our VIE may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from their profits, if any. Furthermore, if our PRC subsidiaries incur debt on their own in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments. See “Item 1A. Risk Factors - Risks Related to Our Business - We will rely on dividends and other distributions on equity paid by our subsidiaries to fund our cash and financing requirements, and any limitation on the ability of our subsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business” on page 37.

	●	In addition, the Enterprise Income Tax Law and its implementation rules provide that a withholding tax at a rate of 10% will be applicable to dividends payable by Chinese companies to non-PRC-resident enterprises unless reduced under treaties or arrangements between the PRC central government and the governments of other countries or regions where the non-PRC resident enterprises are tax resident. Pursuant to the tax agreement between Mainland China and the Hong Kong Special Administrative Region, the withholding tax rate with respect to the payment of dividends by a PRC enterprise to a Hong Kong enterprise may be reduced to 5% from the standard rate of 10%. However, if the relevant tax authorities determine that our transactions or arrangements are for the primary purpose of enjoying a favorable tax treatment, the relevant tax authorities may adjust the favorable withholding tax in the future. Accordingly, there is no assurance that the reduced 5% withholding rate will apply to dividends received by our Hong Kong subsidiary from our PRC subsidiaries. This withholding tax will reduce the amount of dividends we may receive from our PRC subsidiaries. See “Item 1A. Risk Factors - Risks Related to Doing Business in China - Under the Enterprise Income Tax Law, we may be classified as a “resident enterprise” of China. Such classification will likely result in unfavorable tax consequences to us and our non-PRC stockholders” on page 53.

	●	A downturn in the Chinese or global economy or a change in economic and political policies of China could materially and adversely affect our VIE’s business and financial condition. Any deterioration in our VIE’s business could have a negative impact on the Company’s financial position and, in turn, on the value of its common stock. See “Item 1A. Risk Factors - Risks Related to Doing Business in China - A downturn in the Chinese or global economy, or a change in economic and political policies of China, could materially and adversely affect our VIE’s business and financial condition” on page 51.

	●	Our business operations are conducted in China through our VIE and its subsidiaries. If we should become subject to the recent scrutiny, criticism, and negative publicity involving U.S. listed China-based companies, we may have to expend significant resources to investigate and/or defend negative allegations. If such allegations cannot be addressed and resolved favorably, it could result in a material change in the business operations of our PRC subsidiaries, significantly limit our ability to obtain financing through the sale of additional securities, and cause our securities to significantly decline in value or be worthless. See “Item 1A. Risk Factors - Risks Related to Doing Business in China - If we become directly subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have to expend significant resources to investigate and resolve the matter, which could harm our business operations, stock price, and reputation and could result in a loss of your investment in our stock, especially if such matter cannot be addressed and resolved favorably” on page 56.

	●	There are political risks associated with conducting business in Hong Kong and China. See “Item 1A. Risk Factors - Risks Related to Doing Business in China - There are political risks associated with conducting business in China” on page 51.

	●	Although our current independent registered public accounting firm is headquartered in Kuala Lumpur, Malaysia and, therefore, we believe that its work papers are available for inspection by the PCAOB, our common stock could, in the future, be delisted under the Holding Foreign Companies Accountable Act, as amended by the Consolidated Appropriations Act, 2023 and related regulations, if the PCAOB is unable to inspect our auditors in the future. The delisting of our common stock, or the threat of its being delisted, may materially and adversely affect the value of your investment. See “Item 1A. Risk Factors - Risks Related to Doing Business in China - To the extent that our independent registered public accounting firm’s audit documentation related to their audit reports for the Company may, in the future, be located in China or in Hong Kong, our securities could be delisted and prohibited from trading on a U.S. exchange” on page 50.

	(1)	Consulting Service Agreement
	(2)	Business Operation Agreement
	(3)	Proxy Agreement
	(4)	Equity Disposal Agreement
	(5)	Equity Pledge Agreement

	(i)	Our contractual arrangements may not be as effective in providing us with operational control, and shareholders of the VIE may fail to perform their obligations under the contractual arrangements.

	(ii)	We may incur substantial costs to enforce the terms of the arrangements with the VIE.

	(iii)	The legality and enforceability of the contractual arrangements by and between King Eagle (China) and the VIE have not been tested in a court of law in China.

	(iv)	The equity holders, directors and executive officers of the VIE, as well as our employees who execute other strategic initiatives, may have potential conflicts of interest with the Company.

	(v)	There are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations, and rules regarding the status of the Company with respect to the contractual arrangements with the VIE.

	(vi)	It is uncertain whether any new PRC laws or regulations relating to VIE structures will be adopted or, if adopted, what they would provide.

	(vii)	If we or our VIE is found to be in violation of any existing or future PRC laws or regulations, or fails to obtain or maintain any of the required licenses, permits, registrations, or approvals, the relevant PRC regulatory authorities would have broad discretion to take action in dealing with such violations or failures.

	(viii)	If the PRC government finds that the agreements that establish the VIE structure for operating our business do not comply with PRC laws and regulations, or if these regulations or their interpretations change in the future, we could be subject to severe penalties or be forced to relinquish our interest in those operations.

	●	Kun Peng International Holding Limited (“KP International Holding”)
	●	Kun Peng (China) Industrial Development Company Limited (“KP (China)”)
	●	Kun Peng (Hong Kong) Industrial Development Limited (“KP (Hong Kong)”)
	●	King Eagle (China) Co., Ltd. (“King Eagle (China)”)
	●	Kun Peng Tian Yu Health Technology Co., Ltd. (“KP Tian Yu”).

	Parent Only			Non-VIE and Non-WFOE Subsidiaries Consolidated			WFOE			VIE and VIE’s Subsidiaries Consolidated			Elimination Entries and Reclassification Entries			Consolidated
Cash and cash equivalent	$	-		$	10,457		$	6		$	447,117		$	-		$	457,580
Intercompany receivables-current		-			494,197	⁽²⁾		-			2,119,294	⁽¹⁾		(2,613,491	)		-
Total current assets		-			541,004			6			2,734,428			(2,613,491	)		661,947
Intercompany receivables-noncurrent		-			4			-			-			(4	)		-
Total non-current assets		34,160			472,359			-			127,674			(34,164	)		600,029
Total assets		34,160			1,013,363			6			2,862,102			(2,647,655	)		1,261,976
Intercompany payables		724,680			1,909,747	⁽¹⁾		617	⁽¹⁾		34,370			(2,669,414	)		-
Total current liabilities		790,680			2,182,828			617			5,880,979			(2,669,414	)		6,185,690
Total non-current liabilities		-			60,526			-			35,381			-			95,907
Total liabilities		790,680			2,243,354			617			5,916,360			(2,669,414	)		6,281,597
Total shareholders’ equity		(756,520	)		(1,107,853	)		(611	)		(2,895,395	)		21,759			(4,738,620	)
Non-controlling interests		-			(122,138	)		-			(158,863	)		-			(281,001	)
Total equity		(756,520	)		(1,229,991	)		(611	)		(3,054,258	)		21,759			(5,019,621	)
Total liabilities and equity	$	34,160		$	1,013,363		$	6		$	2,862,102		$	(2,647,655	)	$	1,261,976

⁽¹⁾	Intercompany receivables from non-VIE entities, WFOE, and parent entity and intercompany payables to VIE represent loans to non-VIE entities, WFOE, and parent entity for working capital purposes.

⁽²⁾	Intercompany receivables from the parent entity represent loans from King Eagle (China) to the parent entity for working capital purposes.

⁽³⁾	Intercompany payables to King Eagle (China) and VIE represent loans from King Eagle (China) and VIE to the parent entity for working capital purposes.

	Parent Only			Non-VIE and Non-WFOE Subsidiaries Consolidated			WFOE			VIE			Elimination Entries and Reclassification Entries			Consolidated
Cash and cash equivalent	$	-		$	14		$	11,581		$	255,536		$	-		$	267,131
Intercompany receivables-current		-			-			179,211	⁽²⁾		1,684,751	⁽¹⁾		(1,863,962	)		-
Total current Assets		-			14			250,651			2,530,776			(1,863,962	)		917,479
Intercompany receivables-noncurrent		-			4			-			-			(4	)		-
Total non-current Assets		34,160			4			755,365			107,774			(34,164	)		863,139
Total assets		34,160			18			1,006,016			2,638,550			(1,898,126	)		1,780,618
Intercompany payables		451,763	⁽³⁾		17,213	⁽¹⁾⁽²⁾		1,428,180	⁽¹⁾		-			(1,897,156	)		-
Total current liabilities		515,763			17,213			1,924,426			4,611,831			(1,897,156	)		5,172,077
Total noncurrent liabilities		-			-			242,100			22,024			-			264,124
Total liabilities		515,763			17,213			2,166,526			4,633,855			(1,897,156	)		5,436,201
Total shareholders’ Equity		(481,603	)		(17,195	)		(1,038,372	)		(1,836,489	)		(970	)		(3,374,629	)
Non-controlling interests		-			-			(122,138	)		(158,816	)		-			(280,954	)
Total equity		(481,603	)		(17,195	)		(1,160,510	)		(1,995,305	)		(970	)		(3,655,583	)
Total liabilities and equity	$	34,160		$	18		$	1,006,016		$	2,638,550		$	(1,898,126	)	$	1,780,618

	Parent Only			Non-VIE and Non-WFOE Subsidiaries Consolidated			WFOE			VIE and VIE’s Subsidiaries Consolidated			Eliminating Adjustments			Consolidated Totals
Revenue	$	-		$	-		$	-		$	3,917,335		$	-		$	3,917,335
Intercompany revenue		-			442,382			519,296			-			(961,678	)		-
Cost of revenue and related tax		-			779			1,006			431,436			-			433,221
Gross profit		-			441,603			518,290			3,485,899			(961,678	)		3,484,114
Total operating expenses		274,917			438,906			604,656			4,414,524			-			5,733,003
Intercompany operating expenses		-			-			-			961,678			(961,678	)		-
(Loss) income from operations		(274,917	)		2,697			(86,366	)		(1,890,303	)		-			(2,248,889	)
Other (expenses) income		-			(1,183	)		461			100,398			-			99,676
(Loss) income before income taxes		(274,917	)		1,514			(85,905	)		(1,789,905	)		-			(2,149,213	)
Income tax expense		-			-			-			-			-			-
Net (loss) income	$	(274,917	)	$	1,514		$	(85,905	)	$	(1,789,905	)	$	-		$	(2,149,213	)

	Parent Only			Non-VIE and Non-WFOE Subsidiaries Consolidated			WFOE			VIE			Eliminating Adjustments			Consolidated Totals
Revenue	$	-		$	-		$	-		$	7,510,059		$	-		$	7,510,059
Intercompany revenue		-			-			1,463,241			-			(1,463,241	)		-
Cost of revenue and related tax		-			-			6,979			1,188,645			-			1,195,624
Gross profit		-			-			1,456,262			6,321,414			(1,463,241	)		6,314,435
Total operating expenses		217,243			6,601			1,699,386			6,398,815			-			8,322,045
Intercompany operating expenses		-			-			-			1,463,241			(1,463,241	)		-
Loss from operations		(217,243	)		(6,601	)		(243,124	)		(1,540,642	)		-			(2,007,610	)
Other income		-			-			5,671			29,098			-			34,769
Loss before income taxes		(217,243	)		(6,601	)		(237,453	)		(1,511,544	)		-			(1,972,841	)
Income tax expense		-			-			-			-			-			-
Net loss	$	(217,243	)	$	(6,601	)	$	(237,453	)	$	(1,511,544	)	$	-		$	(1,972,841	)

	Parent Only			Non-VIE and Non-WFOE Subsidiaries Consolidated			WFOE			VIE and VIE’s Subsidiaries Consolidated			Eliminating Adjustments			Consolidated

Net (loss) income	$	(274,917	)	$	1,514		$	(85,905	)	$	(1,789,905	)	$	-		$	(2,149,213	)
Intercompany receivables		-			(333,732	)		-			(927,079	)		1,260,811			-
Intercompany payables		272,917			329,657			191,152			453,740			(1,247,466	)		-
Net cash provided by (used in) operating activities		-			12,739			(13,007	)		(440,107	)		13,345			(427,030	)
														-
Net cash used in investing activities		-			-			(606	)		-			-			(606	)

Net cash provided by financing activities		-			-			-			644,803			-			644,803

Effect of exchange rate fluctuation on cash	$	-		$	(10,828	)	$	10,570		$	(13,115	)	$	(13,345	)	$	(26,718	)

(1)	Intercompany receivables from non-VIE entities and WFOE and intercompany payables to VIE represent loans to non-VIE entities and WFOE for working capital purposes.

(2)	Intercompany receivables from the parent entity and non-VIE entities represent loans from King Eagle (China) to the parent entity and non-VIE entities for working capital purposes.

(3)	Intercompany payables to WFOE and VIE represent loans from King Eagle (China) and VIE to the parent entity for working capital purposes.

Feature 1	Closed-loop supply chain	Compared with the traditional B2B and B2C marketing models, our mobile application, King Eagle Mall, has a more efficient marketing layout that does not require stocking of inventory and capital investment. All the goods being offered are supported by upstream suppliers. Customers can buy goods more flexibly, and the distribution of goods is accomplished by way of direct supply by manufacturers, which meets the needs of customers and promotes an increase in product sales. This completely closed-loop supply chain is more conducive to the rapid development of King Eagle (China) and enhanced resource utilization.

Feature 2	S2B2C model perfectly provides three-terminal users with the most intuitive service and use value.	S2B2C is an innovative e-commerce model that can drive much greater value innovation than traditional models. This kind of innovation is reflected in S (supplier) and B (platform) working together to provide C (customer) with more thorough services. In other words, S empowers B and supports B to conduct product and service transactions with C, while B and C pass on their needs to S, so that S can better serve B and C, satisfying a wider group and achieving a larger demand channel.


Feature 3		Connecting to health and wellness experience, improving service height.		Ecological + elderly care + healthy lifestyle experience is an indispensable part of the health industry, and it is also a supply and demand gap that will inevitably appear in industrial development and economic development. For middle and high net worth groups, we provide different types of health and elderly lifestyle experience environments.

Feature 4	Sharing Wealth	Health itself is wealth. King Eagle Mall is not just a comprehensive consumer docking platform, it is also a new channel to provide wealth for upstream supply chain enterprises and terminal members. Through the integrated platform, King Eagle (China) shares healthy lifestyle information with its members and meets different health needs of different members.

Feature 5	Quality of Life	To strengthen the concept of healthiness, King Eagle Mall will go deep into every corner of life in the future, providing members with more healthy choices in five areas: clothing, food, home living, daily necessities, and transportation, and guiding our members to lead a healthier and better quality life.

	●	the size and diversity of our member and paying subscriber bases;

	●	the timing and market acceptance of our apps, including developments and enhancements to those apps, and features relative to those offered by our competitors;

	●	customer service and support efforts;

	●	selling and marketing efforts; and

	●	our brand strength in the marketplace relative to our competitors.

		Trademark
Country/Area	Trademark	Number	Classes
PRC	金嗨购	50368216	9

PRC	金嗨购	50374979	16

PRC	金嗨购	50375007	37

PRC	金嗨购	50377397	39

PRC	金嗨购	50382061	41

PRC	金嗨购	50382076	42

PRC	金嗨购	50392663	43

PRC	金嗨购	50375312	45

PRC		50374965	9

PRC		50371272	16

PRC		50373087	37

PRC		50387468	39

PRC		50369532	41

PRC		50380120	42

PRC		50392663	43

PRC		50387165	45

PRC		50366519	43

PRC		55127695	1

PRC		55146919	3

PRC		55139610	9

PRC		55134787	10

PRC		55132744	35

PRC		55140311	41

PRC		55141993	43

PRC		55132362	5

PRC		55155215	30

PRC		55140329	42

PRC	鲲之味	57843237	21

PRC	鲲之味	63933981	29

PRC	鲲之味	63920505	31

PRC	鲲之味	63919828	33

PRC	鲲之味	63906792	35

PRC	鲲之味	63919846	40

PRC	鲲品汇	63930097	5

Function	Number of Employees
IT		7
Finance		4
Sales and Marketing		2
General Affairs		6
General Service		6
Listing		2
General and Administrative		4
Planning		3
Total		34

	●	could result in a material change in our VIE’s operations;
	●	could significantly limit or completely hinder our and our VIE’s ability to continue our operations in China;
	●	could significantly limit or completely hinder our ability to offer or continue to offer our shares to investors; and
	●	may cause our shares to significantly decline in value or become worthless.

Entity	Description of Use	Leased Square Meters	Location
King Eagle (China), King Eagle (Huai’an)	Office space	970.0	Chaoyang District, Beijing, PRC

King Eagle VIE	Office space	146.0	Chaoyang District, Beijing, PRC

	High⁽¹⁾		Low⁽¹⁾
Fiscal Year 2022
First quarter ended December 31, 2021	$	0.07	$	0.0265
Second quarter ended March 31, 2022	$	0.1460	$	0.0272
Third quarter ended June 30, 2022	$	0.251	$	0.10
Fourth quarter ended September 30, 2022	$	0.204	$	0.135

Fiscal Year 2023
First quarter ended December 31, 2022	$	0.268	$	0.1201
Second quarter ended March 31, 2023	$	0.439	$	0.175
Third quarter ended June 30, 2023	$	0.31	$	0.2154
Fourth quarter ended September 30, 2023	$	0.2765	$	0.0946

	For the years ended September 30,
	2023						2022
	Amount			% of revenue			Amount			% of revenue

Revenues	$	3,917,335			100.0	%	$	7,510,059			100.0	%
Cost of revenues		433,221			11.1			1,195,624			15.9
Gross profit		3,484,114			88.9			6,314,435			84.1
Operating expenses:
General and administrative expenses		2,416,372			61.7			1,680,560			22.4
Selling expense		3,316,631			84.7			6,641,485			88.4
Total operating expenses		5,733,003			146.4			8,322,045			110.8
Loss from operations		(2,248,889	)		(57.5	)		(2,007,610	)		(26.7	)
Other income		99,676			2.5			34,769			0.5	)
Loss before income taxes		(2,149,213	)		(55.0	)		(1,972,841	)		(26.2	)
Income tax expense		-			-			-			-
Net loss	$	(2,149,213	)		(55.0	)%	$	(1,972,841	)		(26.2	)%

	September 30,
	2023			2022

Current Assets	$	661,947		$	917,479
Current Liabilities		6,185,690			5,172,077
	$	(5,523,743	)	$	(4,254,598	)

	Payments Due by Period
	Less Than 1 Year		1 to 3 Years		3 to 5 Years		More Than 5 Years		Total

Contractual Obligations:
Operating lease obligations	$	331,190	$	97,074	$	-	$	-	$	428,264
Purchase and service agreements		15,327		-		-		-		15,327

Total contractual obligations	$	346,517	$	97,074	$	-	$	-	$	443,591

For the year ended September 30, 2023 (Average Rate)	Hong Kong Dollar (HKD)		Chinese Renminbi (RMB)
United States dollar ($1)		7.8310		7.0553

As of September 30, 2023 (Closing Rate)		7.8308		7.2960
United States dollar ($1)

For the year ended September 30, 2022 (Average Rate)	Hong Kong Dollar (HKD)		Chinese Renminbi (RMB)
United States dollar ($1)		7.8221		6.5473

As of September 30, 2022 (Closing Rate)
United States dollar ($1)		7.8500		7.1159

Classification		Estimated useful life
Leasehold improvements		5 years
Office equipment		3 years
Computer equipment		3 years
Computer software		5 years

	●	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, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

	●	Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

	●	identify the contract with a customer;

	●	identify the performance obligations in the contract;

	●	determine the transaction price;

	●	allocate the transaction price to performance obligations in the contract; and

	●	recognize revenue as the performance obligation is satisfied.

	●	A lack of sufficient and adequately trained internal accounting and finance personnel with appropriate understanding of U.S. GAAP and SEC reporting requirements;

	●	A lack of segregation of duties within significant accounts; and

	●	A lack of a functioning audit committee and a majority of outside directors on the Company’s Board of Directors.