Vanguard Green Investment Ltd 10-K for FY2026

Vanguard Green Investment Ltd (VGES)

10-K 2026-10-28 For: 2026-07-31

Added on October 28, 2026

About this 10-K

Vanguard Green Investment Ltd filed this 10-K on October 28, 2026, covering the fiscal year ended July 31, 2026 (FY2026).

Vanguard Green Investment Limited reported no revenue and a $98,247 net loss for the year ended July 31, 2026. A $822,825 capital deficiency raised substantial doubt about its ability to continue as a going concern; management concluded internal controls were not effective. AI summary

Headline figures

Fiscal year ended July 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net loss: $98.25K; compared with a net loss of $76.78K a year earlier
Diluted EPS: -$0.00; compared with -$0.00 a year earlier

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		VGES		The OTC Market – OTCQB

Class		Outstanding at July 31, 2026
Common Stock, $.0001 par value		59,434,838

		Page #
PART I

Item 1.	Business	2
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	7
Item 1C.	Cybersecurity	7
Item 2.	Properties	8
Item 3.	Legal Proceedings	8
Item 4.	Mine Safety Disclosure	8

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	9
Item 6.	Selected Financial Data	10
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 8.	Financial Statements and Supplementary Data	16
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	16
Item 9A.	Controls and Procedures	16
Item 9B.	Other Information	17

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	18
Item 11.	Executive Compensation	21
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	23
Item 13.	Certain Relationships and Related Transactions, and Director Independence	24
Item 14.	Principal Accounting Fees and Services	25

PART IV

Item 15.	Exhibits, Financial Statement Schedules	26

SIGNATURES		27

	●	The availability and adequacy of our cash flow to meet our requirements;

	●	Economic, competitive, demographic, business and other conditions in our local and regional markets;

	●	Changes or developments in laws, regulations or taxes in our industry;

	●	Actions taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities;

	●	Competition in our industry;

	●	The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business;

	●	Changes in our business strategy, capital improvements or development plans;

	●	The availability of additional capital to support capital improvements and development; and

	●	Other risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC.

	●	The “Company,” “we,” “us,” or “our,” “Vanguard” are references to Vanguard Green Investment Limited, a Nevada corporation.

	●	“Common Stock” refers to the common stock, par value $.0001, of the Company;

	●	“U.S. dollar,” “$” and “US$” refer to the legal currency of the United States;

	●	“Securities Act” refers to the Securities Act of 1933, as amended; and

	●	“Exchange Act” refers to the Securities Exchange Act of 1934, as amended.

	Company name	Place and date of incorporation	Particulars of issued capital	Principal activities	Proportional of ownership interest and voting power held

1.	MU Worldwide Group Limited	Seychelles, June 7, 2018	100 shares of ordinary share of US$1 each	Investment holding		100	%
2.	MU Global Holding Limited	Hong Kong, January 30, 2018	1 share of ordinary share of HK$1 each	Providing SPA and Wellness service in Hong Kong		100	%

1.	Tripartite co-operation and profit sharing model (deployment of stone spa bed & franchise)

2.	Large-scale chain agent model (deployment of stone spa bed)

3.	Direct- service store model

Category	Registration Number	Trade Marks Logo	Ownership	Country	Effective Date and Duration

Trademark	304770982	[Class 35]	MU Global Holding Limited	Hong Kong	July 12, 2019 For 10 Years

Trademark	304770991	[Class 11,44]	MU Global Holding Limited	Hong Kong	June 20, 2019 For 10 Years

Trademark	40201907290T		MU Global Holding Limited	Singapore	April 4, 2019 For 10 years

		[Class 03]

Trademark	1440029207		MU Global Holding Limited	Saudi Arabia	July 31, 2019 to April 11, 2029

		[Class 44]

Trademark	1440029205		MU Global Holding Limited	Saudi Arabia	July 30, 2019 to April 10, 2029

		[Class 11]

Trademark	1440029204		MU Global Holding Limited	Saudi Arabia	July 30, 2019 to April 10, 2029

		[Class 03]

Trademark	314481		MU Global Holding Limited	United Arab Emirates	July 25, 2019 For 10 years

		[Class 44]

Trademark	314479		MU Global Holding Limited	United Arab Emirates	July 25, 2019 For 10 years

		[Class 11]

Trademark	314480		MU Global Holding Limited	United Arab Emirates	July 25, 2019 For 10 years

		[Class 35]

Trademark	304770982		MU Global Holding Limited	Hong Kong	December 14, 2018 For 10 years

Classification		Estimated useful life
Leasable equipment		5 years
Computer hardware and software		3 years
Office equipment		3 years
Outlet design fee and equipment		3 years
Application development fee		3 years

	As of and for the year ended July 31,
	2026		2025

Year-end RMB : US$1 exchange rate		6.7546		7.1943
Year-average RMB : US$1 exchange rate		6.9626		7.2064
Year-end HK$ : US$1 exchange rate		7.8429		7.8494
Year-average HK$ : US$1 exchange rate		7.8110		7.7931
Year-end TWD : US$1 exchange rate		32.4076		29.844
Year-average TWD : US$1 exchange rate		31.2841		31.767

	Level 1: Observable inputs such as quoted prices in active markets;

	Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

	●	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

	●	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

	●	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

1.	We plan to create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function. The accounting personnel is responsible for reviewing the financing activities, facilitating the approval of the financing, recording the information regarding the financing, and submitting SEC filing related documents to our legal counsel in order to comply with the filing requirements of SEC.

2.	We intend to add staff members to our management team to make sure that information required to be disclosed in our reports filed and submitted under the Exchange Act is recorded, processed, summarized and reported as and when required and will the staff members will have segregated responsibilities with regard to these responsibilities.

NAME		AGE		POSITION
Niu Yen-Yen		53		Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, Director

2.	any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
3.	being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his/her involvement in any type of business, securities or banking activities; or
4.	being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.
5.	Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
6.	Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
7.	Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:(i) Any Federal or State securities or commodities law or regulation; or(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
8.	Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Name and Address of Beneficial Owner	Shares of Common Stock Beneficially Owned		Common Stock Voting Percentage Beneficially Owned			Total Voting Percentage Beneficially Owned
Executive Officers and Directors
Niu Yen-Yen, Chief Executive Officer and Chief Financial Officer, (“Principal Executive Officer”, Principal Financial Officer” and “Principal Accounting Officer”), President, Secretary, Treasurer and Director		11,514,970		19.37	%		19.37	%
Server Int’l Co., Ltd¹		10,600,000		17.84	%		17.84	%
All of executive officers and director as a group		22,114,970		37.21	%		37.21	%

5% or greater shareholders (excluding officers/directors)
Chen Shu-Jen		3,578,688		6.02	%		6.02	%

(1)	Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Beneficial ownership also includes shares of stock subject to options and warrants currently exercisable or exercisable within 60 days of the date of this table. In determining the percent of common stock owned by a person or entity as of the date of this Report, (a) the numerator is the number of shares of the class beneficially owned by such person or entity, including shares which may be acquired within 60 days on exercise of warrants or options and conversion of convertible securities, and (b) the denominator is the sum of (i) the total shares of common stock outstanding on as of the date of this Annual Report (59,434,838 shares), and (ii) the total number of shares that the beneficial owner may acquire upon exercise of the derivative securities. Unless otherwise stated, each beneficial owner has sole power to vote and dispose of its shares.

(2)	Based on the total issued and outstanding shares of 59,434,838 as of the date of this Annual Report.

	Year ended July 31, 2026		Year ended July 31, 2025
Audit fees	$	15,000	$	15,000
Audit related fees		10,500		10,500
Tax fees		-		-
All other fees		-		-
Total	$	25,500	$	25,500

	Page

Index	F-1

Report of Independent Registered Public Accounting Firm	F-2

Financial Statements

Consolidated Balance Sheets	F-3

Consolidated Statements of Operations and Comprehensive Loss	F-4

Consolidated Statements of Changes in Stockholders’ Equity	F-5

Consolidated Statements of Cash Flows	F-6

Notes to Consolidated Financial Statements	F-7 – F-18

3.1	Articles of Incorporation**

3.2	Bylaws**

31.1	Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer*

32.1	Section 1350 Certification of principal executive officer*

	VANGUARD GREEN INVESTMENT LIMITED.
	(Name of Registrant)

Date: October 28, 2026	By:	*/s/* NIU YEN YEN
	Title:	Chief Executive Officer, Chief Financial Officer
		President, Director, Secretary and Treasurer
		(Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer)

	Page
Financial Statements

Report of Independent Registered Public Accounting Firm	F-2

Consolidated Balance Sheets	F-3

Consolidated Statements of Operations and Comprehensive Loss	F-4

Consolidated Statements of Changes in Stockholders’ Equity	F-5

Consolidated Statements of Cash Flows	F-6

Notes to Consolidated Financial Statements	F-7 - F-18

*/s/ JP CENTURION & PARTNERS PLT*
JP CENTURION & PARTNERS PLT (ID: 6723)

We have served as the Company’s auditor since 2021.
Kuala Lumpur, Malaysia
October 28, 2026

	2026			2025
	As of July 31,
	2026			2025
ASSETS
NON-CURRENT ASSET
Property, plant and equipment	$	-		$	-

Total non-current assets, excluding intangible assets		-			-

INTANGIBLE ASSET
Patent and trademark	$	-		$	-

Total non-current assets		-			-

CURRENT ASSETS
Cash and cash equivalents		55			93
Prepayments	$	15,975		$	15,165

Total current assets		16,030			15,258

TOTAL ASSETS	$	16,030		$	15,258

LIABILITIES AND STOCKHOLDERS’ EQUITY
NON-CURRENT LIABILITY
Loan from third party	$	-		$	34,924

Total non-current liabilities	$	-		$	34,924
CURRENT LIABILITIES
Other payables and accrued liabilities		60,347			57,881
Amount due to related party		96,513			96,513
Deposit from franchisees		1,785			1,785
Loan from director		529,557			445,001
Loan from third party		150,653			103,732

Total current liabilities		838,855			704,912

TOTAL LIABILITIES	$	838,855		$	739,836

STOCKHOLDERS’ DEFICIT
Preferred stock, $0.0001 par value, 200,000,000 shares authorized, None issued and outstanding	$	-		$	-
Common stock, $0.0001 par value, 600,000,000 shares authorized, 59,434,838 shares issued and outstanding as of July 31, 2026 and July 31, 2025 respectively		5,943			5,943
Additional paid-in capital		1,830,300			1,830,300
Foreign currency adjustment		-			-
Accumulated deficit		(2,659,068	)		(2,560,821	)

Total stockholders’ deficit		(822,825	)		(724,578	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	16,030		$	15,258

	For the year ended July 31, 2026			For the year ended July 31, 2025
REVENUE	$	-		$	-

COST OF REVENUE		-			-

GROSS PROFIT		-			-

OTHER INCOME		-			5

SELLING AND MARKETING EXPENSES		-			-

GENERAL AND ADMINISTRATIVE EXPENSES		(93,091	)		(65,920	)

FINANCE COST		(5,156	)		(10,863	)

LOSS BEFORE INCOME TAXES	$	(98,247	)	$	(76,778	)

INCOME TAXES PROVISION		-			-

NET LOSS		(98,247	)		(76,778	)

Other comprehensive loss:
- Foreign exchange translation loss		-			-

TOTAL COMPREHENSIVE LOSS	$	(98,247	)	$	(76,778	)

Net loss per share - Basic and diluted	$	(0.0017	)	$	(0.0013	)

Weighted average number of common shares outstanding - Basic and diluted		59,434,838			59,434,838

	Number of Shares		Amount		PAID-IN CAPITAL		COMPREHENSIVE INCOME		ACCUMULATED DEFICIT			TOTAL EQUITY
	COMMON SHARES				ADDITIONAL		ACCUMULATED OTHER
	Number of Shares		Amount		PAID-IN CAPITAL		COMPREHENSIVE INCOME		ACCUMULATED DEFICIT			TOTAL EQUITY
Balance as of July 31, 2024		59,434,838	$	5,943	$	1,830,300	$	-	$	(2,484,043	)	$	(647,800	)
Net loss for the year		-		-		-		-		(76,778	)		(76,778	)

Balance as of July 31, 2025		59,434,838	$	5,943	$	1,830,300	$	-	$	(2,560,821	)	$	(724,578	)
Net loss for the year		-		-		-		-		(98,247	)		(98,247	)

Balance as of July 31, 2026		59,434,838	$	5,943	$	1,830,300	$	-	$	(2,659,068	)	$	(822,825	)

	For the year ended July 31, 2026			For the year ended July 31, 2025

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss from continuing operations	$	(98,247	)	$	(76,778	)
Adjustments to reconcile net loss to net cash used in operating activities:
Patent written-off		-			1,800
Interest expense		5,156			10,863
Unrealized foreign exchange loss		19,513			2,259
Changes in operating assets and liabilities:
Prepayments		(810	)		(12,015	)
Other payables and accrued liabilities		-			(180	)
Net cash used in operating activities	$	(74,388	)	$	(74,051	)

CASH FLOWS FROM FINANCING ACTIVITY:
Loan from director	$	74,350		$	62,092
Net cash generated from financing activity	$	74,350		$	62,092

Net change in cash and cash equivalents		(38	)		(11,959	)

Cash and cash equivalents, beginning of year	$	93		$	12,052

Cash and cash equivalents, end of year	$	55		$	93

1.	Tripartite co-operation and profit sharing model.

2.	Large-scale chain agent model

3.	Direct- service store model

	Level 1: Observable inputs such as quoted prices in active markets;

	Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

	Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

	As of July 31, 2026		As of July 31, 2025
	(Audited)		(Audited)
Office equipment²	$	-	$	28,862
Leasable equipment²		-		37,384
Total		-		66,246
Property, plant and equipment, gross		-		66,246
Accumulated depreciation¹		-		(25,014	)
Impairment		-		(41,232	)
Property, plant and equipment, net	$	-		-

¹	Depreciation expense for the year ended July 31, 2026 and July 31, 2025 was $0 and $0 respectively.

²	As of April 30, 2026, the Company decided to write off the entire property, plant and equipment, in consideration of the assets have no further economic benefit for the Company business.

	As of		As of
	July 31, 2026		July 31, 2025
	(Audited)		(Audited)
Patent and trademark²	$	-	$	35,285
Accumulated amortization¹		-		(6,240	)
Impairment		-		(29,045	)
Trademark, net	$	-	$	-

¹	Amortization expense for the year ended July 31, 2026 and July 31, 2025 was $0 and $0 respectively.

²	As of April 30, 2026, the Company decided to write off the entire patent and trademark, in consideration of the assets have no further economic benefit for the Company business.

¹	Hsieh, Chang-Chung was the Chief Financial Officer (“Principal Financial Officer”, “Principal Accounting Officer”) of the Company, and the amount represents the salary expense accrued. On November 1, 2022, Mr. Hsieh resigned as Chief Financial Officer of the Company.

²	Tien Mu International Co., Ltd is owned by Ms. Niu Yen-Yen, the Director and Chief Executive Officer of the Company. The amount due represents general and administrative expenses paid on behalf by the related party.