DFP Holdings Ltd.

08/09/2024 | Press release | Distributed by Public on 08/09/2024 04:26

Quarterly Report for Quarter Ending June 30, 2024 (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2024

OR

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

For the transition period from_________to_________

Commission File No. 333-271858

DFP HOLDINGS LIMITED

(Exact name of registrant as specified in its charter)

Nevada 32-0672927

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

1/F., No. 22, Lane 50, Section 3, Nangang Road

Nangang District, Taipei City115607

Taiwan

(Address of principal executive offices, zip code)

Tel: (886)2 8772 2001

(Registrant's telephone number, including area code)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.

Yes ☐ No ☒

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒. No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (check one):

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

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Exchange Act): Yes ☐ No

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12,13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒. No ☐

APPLICABLE ONLY TO CORPORATE ISSUERS

There is no public trading market for the shares of Common Stock of DFP Holdings Limited. As a result, the aggregate market value of the common units held by non-affiliates of DFP Holdings Limited cannot be determined.

As of August 9, 2024, there were 216,779,700shares of Common Stock, $0.0001par value per share, outstanding.

DFP HOLDINGS LIMITED

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED JUNE 30, 2024

INDEX

Page
Part I. Financial Information 4
Item 1. Financial Statements 4
Condensed Consolidated Balance Sheets as of June 30, 2024 (Unaudited) and September 30, 2023 4
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - Three and nine months ended June 30, 2024 and 2023 5
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - Three and nine months ended June 30, 2024 and 2023 6
Condensed Consolidated Statements of Cash Flows (Unaudited) - Nine months ended June 30, 2024 and 2023 7
Notes to Condensed Consolidated Financial Statements (Unaudited) - Three and Nine months ended June 30, 2024 and 2023 8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 13
Item 3. Quantitative and Qualitative Disclosures About Market Risk 15
Item 4. Controls and Procedures 16
Part II. Other Information 17
Item 1. Legal Proceedings 17
Item 1A. Risk Factors 17
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 17
Item 3. Defaults Upon Senior Securities 17
Item 4. Mine Safety Disclosures 17
Item 5. Other Information 17
Item 6. Exhibits 18
Signatures 19
2

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q of DFP Holdings Limited, a Nevada corporation (the "Company"), contains "forward-looking statements," as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "could", "expects", "plans", "intends", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results.

Our management has included projections and estimates in this Form 10-Q, which are based primarily on management's experience in the industry, assessments of our results of operations, discussions, and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward - looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

3

PART I - FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements.

DFP HOLDINGS LIMITED

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2024 (UNAUDITED) AND SEPTEMBER 30, 2023

(Expressed in U.S. Dollars)

June 30, 2024 September 30, 2023
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 2,138,243 $ 763,591
Other current assets-deposits 102,141 15,095
Prepaid expenses-related party 10,101 25,357
Total current assets 2,250,485 804,043
Non-current assets:
Property and equipment, net 61,886 12,767
TOTAL ASSETS $ 2,312,371 $ 816,810
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 79,275 $ 73,325
Deferred revenue 131,876 28,698
Due to officer 1,685 4,257
Total liabilities 212,836 106,280
Stockholders' equity:
Preferred Stock, $0.0001par value; 200,000,000shares authorized; noshares issued and outstanding - -
Common Stock, $0.0001par value; 600,000,000shares authorized; 216,779,700and 213,855,500shares issued and outstanding at June 30, 2024 and September 30, 2023, respectively 21,678 21,386
Additional paid in capital 3,610,522 2,148,714
Accumulated other comprehensive loss (14,265 ) (12,561 )
Accumulated deficit (1,518,400 ) (1,447,009 )
Total stockholders' equity 2,099,535 710,530
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,312,371 $ 816,810

See accompanying notes to the condensed consolidated financial statements.

4

DFP HOLDINGS LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME (LOSS)

FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2024 AND 2023

(Expressed in U.S. Dollars)

(Unaudited)

Three months ended

June 30,

Nine months ended

June 30,

2024 2023 2024 2023
REVENUES:
Service revenues $ 439,266 $ 272,461 $ 968,941 $ 765,866
OPERATING COSTS AND EXPENSES:
Cost of service revenues 45,891 54,823 115,071 155,643
General and administrative expense 338,170 232,748 873,054 585,962
General and administrative expense-related party 15,146 15,558 45,926 246,708
Impairment of prepaid application development fee-related party - - - 450,000
Total operating costs and expenses 399,207 303,129 1,034,051 1,438,313
INCOME (LOSS) FROM OPERATIONS 40,059 (30,668 ) (65,110 ) (672,447 )
OTHER INCOME:
Interest income 12,813 4,256 17,994 7,722
INCOME (LOSS) BEFPRE INCOME TAX 52,872 (26,412 ) (47,116 ) (664,725 )
Income taxes (24,275 ) (22,944 ) (24,275 ) (22,944 )
NET INCOME (LOSS) 28,597 (49,356 ) (71,391 ) (687,669 )
Other comprehensive (loss) income:
-Foreign currency translation (loss) income (4,732 ) (2,311 ) (1,704 ) 925
COMPREHENSIVE INCOME (LOSS) $ 23,865 $ (51,667 ) $ (73,095 ) $ (686,744 )
NET INCOME (LOSS) PER SHARE $ 0.00 $ (0.00 ) $ (0.00 ) $ (0.00 )
WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING 216,779,700 213,855,500 215,714,209 213,855,500

See accompanying notes to the condensed consolidated financial statements.

5

DFP HOLDINGS LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2024 AND 2023

(Expressed in U.S. Dollars)

Three months ended June 30, 2024 (Unaudited)

Common Stock Additional Accumulated
Other
Total

Number of

Shares

Amount

Paid-in

Capital

Comprehensive

Loss

Accumulated

Deficit

Stockholders'
Equity
Balance as of March 31, 2024 (Unaudited) 216,779,700 $ 21,678 $ 3,610,522 $ (9,533 ) $ (1,546,997 ) $ 2,075,670
Foreign currency translation - - - (4,732 ) - (4,732 )
Net income - - - - 28,597 28,597
Balance as of June 30, 2024 (Unaudited) 216,779,700 $ 21,678 $ 3,610,522 $ (14,265 ) $ (1,518,400 ) $ 2,099,535

Nine months ended June 30, 2024 (Unaudited)

Common Stock Additional

Accumulated

Other

Total

Number of

Shares

Amount

Paid-in

Capital

Comprehensive

Loss

Accumulated

Deficit

Stockholders'
Equity
Balance as of September 30, 2023 213,855,500 $ 21,386 $ 2,148,714 $ (12,561 ) $ (1,447,009 ) $ 710,530
Common Stock issued for cash 2,924,200 292 1,461,808 - - 1,462,100
Foreign currency translation - - - (1,704 ) - (1,704 )
Net loss - - - - (71,391 ) (71,391 )
Balance as of June 30, 2024 (Unaudited) 216,779,700 $ 21,678 $ 3,610,522 $ (14,265 ) $ (1,518,400 ) $ 2,099,535

Three months ended June 30, 2023 (Unaudited)

Common Stock Additional

Accumulated

Other

Total

Number of

Shares

Amount

Paid-in

Capital

Comprehensive

Loss

Accumulated

Deficit

Stockholders'
Equity
Balance as of March 31, 2023 (Unaudited) 213,855,500 $ 21,386 $ 2,148,714 $ (1,379 ) $ (1,370,990 ) $ 797,731
Foreign currency translation - - - (2,311 ) - (2,311 )
Net loss - - - - (49,356 ) (49,356 )
Balance as of June 30, 2023 (Unaudited) 213,855,500 $ 21,386 $ 2,148,714 $ (3,690 ) $ (1,420,346 ) $ 746,064

Nine months ended June 30, 2023 (Unaudited)

Common Stock Additional

Accumulated

Other

Total

Number of

Shares

Amount

Paid-in

Capital

Comprehensive

Loss

Accumulated

Deficit

Stockholders'
Equity
Balance as of September 30, 2022 213,855,500 $ 21,386 $ 2,148,714 $ (4,615 ) $ (732,677 ) $ 1,432,808
Foreign currency translation - - - 925 - 925
Net loss - - - - (687,669 ) (687,669 )
Balance as of June 30, 2023 (Unaudited) 213,855,500 $ 21,386 $ 2,148,714 $ (3,690 ) $ (1,420,346 ) $ 746,064

See accompanying notes to the condensed consolidated financial statements.

6

DFP HOLDINGS LIMITED

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED JUNE 30, 2024 AND 2023

(Expressed in U.S. Dollars)

(Unaudited)

Nine months ended June 30,
2024 2023
Cash flows from operating activities:
Net loss $ (71,391 ) $ (687,669 )
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation 4,234 1,767
Impairment of prepaid application development fee-related party - 450,000
Changes in operating assets and liabilities:
Other current assets-deposits (87,046 ) 6,370
Prepaid expenses-related party 15,256 (107 )
Accounts payable and accrued liabilities 5,950 14,921
Deferred revenue 103,178 26,877
Net cash used in operating activities (29,819 ) (187,841 )
Cash flows from investing activities:
Prepaid application development fee-related party - (450,000 )
Purchase of property and equipment (50,607 ) (14,958 )
Net cash used in investing activities (50,607 ) (464,958 )
Cash flows from financing activities:
Proceeds from sales of common stock 1,462,100 -
Repayment to officer (2,572 ) (13,042 )
Net cash provided by (used in) financing activities 1,459,528 (13,042 )
Effect of exchange rate changes in cash and cash equivalents (4,450 ) 908
NET CHANGE IN CASH AND CASH EQUIVALENTS 1,374,652 (664,933 )
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 763,591 1,461,506
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 2,138,243 $ 796,573
Supplemental information
Income taxes paid $ 24,209 $ 22,944

See accompanying notes to the condensed consolidated financial statements.

7

DFP HOLDINGS LIMITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2024 AND 2023

(Expressed in U.S. Dollars)

(Unaudited)

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of business

DFP Holdings Limited, a Nevada corporation (the "Company"), was incorporated in the State of Nevada on December 8, 2021. The Company provides online and offline educational services in Taiwan. The Company has a September 30 fiscal year end.

On March 8, 2022, the Company's wholly owned subsidiary, DFP Holdings Limited, was formed in Seychelles (the "Seychelles Company"). The Seychelles Company is an intermediate holding company, and operates business through its wholly owned subsidiary, DFP Holdings Limited, a company incorporated in Taiwan (the "Taiwan Company").

On May 24, 2022, the Company acquired 100% of Tide Holdings Limited ("TIDE"), a company incorporated in Seychelles from Mr. Hsu Shou Hung, the CEO of the Company, for $1.

Going concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements for the nine months ended June 30, 2024, the Company incurred a net loss of $71,391and used cash in operations of $29,819. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern within one year of the date that these financial statements are issued. The Company's independent registered public accounting firm, in its report on the Company's consolidated financial statements for the year ended September 30, 2023, has also expressed substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

Management estimates that the current funds on hand will be sufficient to continue operations through the next six months. The Company's ability to continue as a going concern is dependent upon its ability to continue to implement its business plan to increase its customer base and realize increased revenues. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.

Risks & uncertainties resulting from inflation, COVID-19, and geopolitical instability

As a result of the COVID-19 pandemic and actions taken to slow its spread, the ongoing military conflict between Russia and Ukraine, and other geopolitical and macroeconomic factors beyond our control, the global credit and financial markets have experienced extreme volatility, including diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, increases in unemployment rates and uncertainty about economic stability.

If equity and credit markets deteriorate, it may affect our ability to raise equity capital, borrow on our existing facilities, access our existing cash, or make any additional necessary debt or equity financing more difficult to obtain, more costly and/or more dilutive.

8

Basis of presentation

The accompanying condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP").

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Tide Holdings Limited (TIDE), DFP Holdings Limited (Seychelles) (the "Seychelles Company"), and DFP Holdings Limited (Taiwan) (the "Taiwan Company"). Intercompany accounts and transactions have been eliminated in consolidation.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting year. Actual results could differ from those estimates. Significant estimates include estimates for assumptions used in impairment testing of long-term assets, and the accrual of potential liabilities.

Revenue recognition

The Company recognizes revenue in accordance with Financial Accounting Standard Board's ("FASB") Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers, following the five-step model prescribed by ASC 606, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.

The Company's revenue consists of revenue from providing online and offline educational services ("service revenue"). Revenue is recognized in the period in which the services are delivered, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The Company offers no discounts, rebates, rights of return, or other allowances to clients which would result in the establishment of reserves against service revenue. Additionally, to date, the Company has not incurred incremental costs in obtaining a client contract. The Company recognizes revenue from subscription services rateably over the subscription period. The Company recognizes deferred revenue at each period end for contracts that have been paid but which the related service has not been performed or delivered.

Cost of revenue

Cost of service revenue primarily consists of advertising and promotion fee, and facility rentals directly attributable to the services rendered.

9

Cash and cash equivalents

Cash equivalents include demand deposits placed with banks or other financial institutions and all highly liquid investments with original maturities at purchase of three months or less, including money market funds.

As of
June 30, 2024
As of
September 30, 2023
(Unaudited)
Cash and cash equivalents
Denominated in United States Dollars $ 1,871,022 $ 480,406
Denominated in New Taiwan Dollars 267,221 283,185
Cash and cash equivalents $ 2,138,243 $ 763,591

Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash. As of June 30, 2024, substantially all the Company's cash was held by two major financial institutions located in Taiwan, which management believes is of high credit quality. At June 30, 2024, noneof the Company's cash accounts are insured by the U.S. Federal Deposit Insurance Corporation (the "FDIC").

Fair value measurements

The Company follows the guidance of ASC 820-10, "Fair Value Measurements and Disclosures", with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

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.

The Company believes the carrying amount reported in the balance sheet for cash and cash equivalents, prepaid expenses, accounts payable and accrued liabilities, deferred revenue and due to officer, approximate their fair values because of the short-term nature of these financial instruments.

10

Foreign currency translation

The reporting currency of the Company is the United States Dollars ("US$") and the accompanying consolidated financial statements have been expressed in US$. In addition, the Company's operating subsidiary maintains its books and records in its functional currency, New Taiwan Dollars ("NT$").

In general, for consolidation purposes, assets and liabilities of the Company's subsidiaries whose functional currency is not the US$, are translated into US$ using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of a foreign subsidiary are recorded as a separate component of accumulated other comprehensive income or loss within stockholders' equity.

Translation of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods:

As of and for the nine months ended

June 30,

2024 2023
Period-end NT$ : US$1 exchange rate 32.54 31.16
Period-average NT$ : US$1 exchange rate 31.89 30.86

Net income (loss) per share

The Company calculates net income (loss) per share in accordance with ASC Topic 260, "Earnings per Share." Basic income (loss) per share is computed by dividing the net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted income (loss) per share is computed similar to basic income (loss) per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.

At June 30, 2024 and September 30, 2023, the Company has nopotentially dilutive securities, such as options or warrants, outstanding.

Segment information

Operating segments are components of an enterprise for which separate financial information is available and are evaluated regularly by the Company's chief operating decision maker in deciding how to allocate resources and assessing performance. The Company's chief operating decision maker is its Chief Executive Officer. The Company's Chief Executive Officer views the Company's operations and manages its business in one operating segment, which is conducting business as an educational service company.

Concentrations

For the three and nine months ended June 30, 2024 and 2023, no customer accounted for 10% or more of the Company's revenue.

For the three and nine months ended June 30, 2024, and for the three months ended June 30, 2023, no service provider accounted for 10% or more of the Company's operating costs and expenses. For the nine months ended June 30, 2023, one service provider, a related party, accounted for 17% of the Company's operating costs and expenses.

Recent accounting pronouncements

In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40). This ASU reduces the number of accounting models for convertible debt instruments and convertible preferred stock and amends the guidance for the derivatives scope exception for contracts in an entity's own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves and amends the related earnings per share guidance. This standard becomes effective for the Company beginning on October 1, 2024. Adoption is either a modified retrospective method or a fully retrospective method of transition. The Company adopted this guidance effective October 1, 2023, and the adoption of this standard did not have a material impact on its consolidated financial statements.

11

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements.

NOTE 2 - STOCKHOLDERS' EQUITY

During the period from November 1, 2023, to March 5, 2024, the Company sold 2,924,200shares of its Common Stock, par value $0.0001per share, to 77 shareholders for total proceeds of $1,462,100, or $0.50per share. For the nine months ended June 30, 2023, the Company did not issue any shares of Common Stock.

As of June 30, 2024, the Company has 216,779,700shares of Common Stock issued and outstanding.

NOTE 3 - RELATED PARTY TRANSACTIONS

Mr. Hsu Shou Hung ("Mr. Hsu"), a founder of the Company, is currently the Company's Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and sole director. As of June 30, 2024, Mr. Hsu collectively owns 96,260,000shares, or 44.40%, of the Company's restricted Common Stock. At June 30, 2024 and September 30, 2023, $1,685and $4,257, respectively, are due to Mr. Hsu for advances to the Company for operations. The advances are due on demand, are unsecured, and are non-interest bearing.

Mr. Lin Yi Hsiu ("Mr. Jeff Lin") is Chief Executive Officer and a director of Leader Capital Holdings Corp. ("LCHC"), a 6.92% shareholder in the Company. In addition, CPN Investment Limited ("CPN"), a company wholly owned by Mr. Jeff Lin, is also a 6.92% shareholder of the Company. Leader Financial Asset Management Limited ("LFAML"), another company wholly owned by Mr. Jeff Lin, provides consulting services to the Company.

LCHC and its wholly owned subsidiary, LOC Weibo Co., Limited ("LOC") (collectively, "Leader") provide IT and maintenance services to the Company, respectively.

For the three months ended June 30, 2024 and 2023, the Company incurred the following fees to Leader:

For the three months ended June 30,
Paid to: Description 2024 2023
LCHC IT services $ 7,500 $ 7,500
LOC IT services 7,646 8,058
Total $ 15,146 $ 15,558

For the nine months ended June 30, 2024 and 2023, the Company incurred the following fees to Leader and LFAML:

For the nine months ended June 30,
Paid to: Description 2024 2023
LCHC IT services $ 22,500 $ 22,500
LOC IT services 23,426 24,208
LFAML Consulting services - 200,000
Subtotal 45,926 246,708
LCHC Prepaid application development fees - 450,000
Total $ 45,926 $ 696,708

At June 30, 2024 and September 30, 2023, $10,101and $25,357, respectively, were prepaid expenses to Leader for IT and maintenance expenses.

During the nine months ended June 30, 2023, the Company prepaid $450,000to LCHC for the development of two mobile applications. Management determined that it was more likely than not that the application developments would not be utilized as originally intended and performed an impairment analysis. As a result, an impairment loss of $450,000was recorded for the nine months ended June 30, 2023, for the prepaid app development fees.

12

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

OVERVIEW

DFP Holdings Limited (the "Company" or "we") was incorporated in the State of Nevada on December 8, 2021, and has a fiscal year end of September 30.

GOING CONCERN

For the nine months ended June 30, 2024, the Company incurred a net loss of $71,391 and accumulated deficit of $1,518,400. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern within one year of the date that its financial statements are issued. In addition, the Company's independent registered public accounting firm, in their report on the Company's September 30, 2023, audited financial statements, raised substantial doubt about the Company's ability to continue as a going concern. The Company's financial statements included elsewhere in this Quarterly Report do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

Management estimates that the current funds on hand will be sufficient to continue operations through the next six months. The Company's ability to continue as a going concern is dependent upon its ability to continue to implement its business plan to increase its customer base and realize increased revenues. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include estimates for assumptions used in impairment testing of long-term assets and the accrual of potential liabilities.

REVENUE RECOGNITION

The Company recognizes revenue in accordance with Financial Accounting Standard Board's ("FASB") Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers, following the five-step model prescribed by ASC 606, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.

RECENT DEVELOPMENTS

The effective date of the Company's registration statement on Form S-1 (Commission File No.333-271858) was September 8, 2023. During the period from November 1, 2023, to March 5, 2024, the Company sold an aggregate of 2,924,200 shares of its Common Stock, par value $0.0001 per share. to 77 shareholders for total proceeds of $1,462,100 or $0.50 per share, representing approximately 29% of the number of shares registered under the prospectus on the Form S-1.

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Set forth below is a listing of the sale of shares of restricted Common Stock under the prospectus on Form S-1 for the nine months ended June 30, 2024:

Name Number of
Shares
Lin Yueh Feng 60,000
Hsu Tsui Lien 60,000
Chou Yu Ju 60,000
Chen Pei Ru 60,000
Lu Po Wei 40,000
Lim Yee Ching 6,000
Liu Chia Ling 60,000
Lee Shih Pin 60,000
Chen Yu Ching 40,000
Chang Che Chih 40,000
Lai Tung Ning 60,000
Chen Jie Yu 60,000
Lee Huai Ku 40,000
Chang Po Hsuan 20,000
Yang Ke Yu 80,000
Lin Yi Ying 90,000
Chen Yung Sheng 40,000
Liu Jui Hsin 40,000
Chan Chih Chieh 80,000
Digital Content Culture Sdn. Bhd. 22,000
Yang Hsin Hua 20,000
Yang Hui Chun 30,000
Lin Fang Yu 80,000
Chen Yu Huei 40,000
Hsieh Meng Hua 30,000
Lai Nyok Pek 4,400
Huang Wei Chin 60,000
Chen Hsi Chen 60,000
Tsan Jui Chin 30,000
Liu Chun O 15,000
Chen Chun Chieh 20,000
Chen Hsiao Wei 60,000
Hung Yuan Hung 60,000
Chang Kai Chia 70,000
Wu Yu Ti 30,000
Yang Hui Chao 30,000
Liao Yu Chen 30,000
Lu Shu Ju 60,000
Lin Xuan Zhen 30,000
Hu Shu Ning 30,000
Lai Wen Hui 30,000
Chiu Shih Jung 30,000
Fang Yun Hsuan 60,000
Hsiang Ming Hung 22,000
Liao Bo Cheng 30,000
How Sok Sin 4,400
Lin Geng Ru 16,000
Yi Jen Yu 80,000
Chang Chun Kai 40,000
Chiu Huai Yi 30,000
Chang Shu Ting 30,000
Gao Wei Qing 30,000
Chang Te Yi 30,000
Kao Hao Shen 60,000
Shao Hui Ling 60,000
Hsu Shu Yuak 30,000
Cheng Cheng Han 12,000
Chien Fu Ching 30,000
Lin Hui Ru 60,000
Chen Pin Chen 30,000
Ho Yu Ling 30,000
Hsu Kai Chia 30,000
Hsu Chen Yu 30,000
Huang Pi Wen 20,000
Zhang Han Sheng 30,000
Hsu Yan Ling 30,000
Liao Ling Hsin 40,000
Liao Kuo Yu 40,000
Ho Hung Ying 40,000
Yeh Yin Hsuan 30,000
Tan Wy Yee 22,000
Ng Sae Lim 22,000
Cindy Chan Yin Wan 22,000
Lau Yoke Chan 4,000
Lee Phay Ying 4,000
Jazamine Foo Lee Wei 4,000
Lai Chin Hong 4,400
Total 2,924,200
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RECENT ACCOUNTING PRONOUNCEMENTS

See Note 1 to the Condensed Consolidated Financial Statements.

RESULTS OF OPERATIONS

2024:

For the three and nine months ended June 30, 2024, we generated revenue of $439,266 and $968,941, respectively.

For the three months ended June 30, 2024, operating costs and expenses were $399,207, including cost of revenue of $45,891, general and administrative expenses of $338,170, and general and administrative expenses to related party of $15,146, respectively.

For the nine months ended June 30, 2024, operating costs and expenses were $1,034,051, including cost of revenue of $115,071, general and administrative expenses of $873,054, and general and administrative expenses to related party of $45,926, respectively.

2023:

For the three and nine months ended June 30, 2023, we generated revenue of $272,461 and $765,866, respectively.

For the three months ended June 30, 2023, operating costs and expenses were $303,129, including cost of revenue of $54,823, general and administrative expenses of $232,748, and general and administrative expenses to related party of $15,558, respectively.

For the nine months ended June 30, 2023, operating costs and expenses were $1,438,313, including cost of revenue of $155,643, general and administrative expenses of $585,962, general and administrative expenses to related party of $264,708 and impairment of prepaid application development fee to related party of $450,000, respectively.

Liquidity and Capital Resources

During the nine months ended June 30, 2024, the Company sold 2,924,200 shares of restricted Common Stock to 77 individuals at a price of $0.50 per share, for total proceeds of $1,462,100. At June 30, 2024, our cash balance was $2,138,243, as compared to $763,591 on September 30, 2023, an increase of $1,374,652. Management estimates that the current funds on hand will be sufficient to continue operations through the next six months.

The Company's ability to continue as a going concern is dependent upon the Company's ability to implement its business plans and continue receiving financial support from its officers and shareholders. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company can obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

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Item 4. Controls and Procedures.

DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our principal executive and financial officer, we are responsible for conducting an evaluation of the effectiveness of the design and operation of our internal controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal period covered by this Report. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission ("SEC") reports is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this Report was being prepared. Based on this evaluation, our principal executive and financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective as of June 30, 2024 due to material weaknesses in our internal control over financial reporting as described below.

MANAGEMENT'S QUARTERLY REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15. Internal control over financial reporting is defined in Rule 13a-15(f) and 15(d)-15(f) under the Exchange Act as a process designed to provide reasonable assurance to the Company's management and Board of Directors regarding the preparation and fair presentation of published financial statements. Management assessed the Company's internal control over financial reporting as of June 30, 2024, based on the framework and criteria established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013) (COSO). Based on the assessment, management concluded that, as of June 30, 2024, the Company's internal controls over financial reporting was not effective.

We identified material weaknesses in our internal controls over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis.

The material weaknesses identified include (i) the Company did not maintain a functioning independent audit committee and did not maintain an independent board; (ii) the Company had inadequate segregation of duties; and (iii) the Company had an insufficient number of personnel with an appropriate level of U.S. GAAP knowledge and experience and ongoing training in the application of U.S. GAAP and SEC disclosure requirements commensurate with the Company's financial reporting requirements.

Notwithstanding the identified material weaknesses, management has concluded that the Financial Statements included in this Quarterly Report on Form 10-Q present fairly, in all material respects, the Company's financial position, results of operations and cash flows for the periods disclosed in conformity with U.S. GAAP.

Planned remediation of material weaknesses

Management is actively engaged in developing and implementing remediation plans to address the material weaknesses described above. These remediation efforts are ongoing and include or are expected to include preparation of written documentation of our internal control policies and procedures, and to increase personnel and technical accounting expertise within the accounting function.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There was no change in our internal controls over financial reporting that occurred during the period covered by this Report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

The Company is not a party to any threatened or pending legal proceedings.

Item 1A. Risk Factors.

Not required by smaller reporting companies. We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

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

None.

Item 3. Default upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits.

The following exhibits are filed or "furnished" herewith:

Number Description
3.1 Certificate of Incorporation (1)
3.2 By-laws (1)
31.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1 Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
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 (embedded within the Inline XBRL document)*
(1) Previously filed and incorporated in the Company's Registration Statement, Amendment No.3 to Form S-1 (File No. 333-271858) with the Securities and Exchange Commission on September 6, 2023.

* Filed herewith.

XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

DFP HOLDINGS LIMITED
(Name of Registrant)
Date: August 9, 2024 By: /s/ Hsu Shou Hung
Name: Hsu Shou Hung
Title: Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)
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