UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the Quarterly Period Ended
or
For the transition period from ______ to ______
Commission
File Number
(Exact name of registrant issuer as specified in its charter)
| 5130 | ||||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Number) |
(IRS Employer Identification Number) |
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code:
Company email: [email protected]
Indicate by check mark whether the registrant (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.
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 (section 232.405 of this chapter) during the preceding twelve months (or shorter period that the registrant was required to submit and post such files).
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 ☐ | 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
Indicate
by check mark whether the registrant is a shell company (as defined in 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.
N/A
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name on each exchange on which registered | ||
| N/A | N/A | N/A |
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| Class | Outstanding on 14 August, 2026 | |
| Common Stock, $ par value |
TABLE OF CONTENTS
| -2- |
PART I — FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
KEEMO FASHION GROUP LIMITED
CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2026 (UNAUDITED) AND MARCH 31, 2026 (AUDITED)
(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)
As of June 30, 2026 | As of March 31, 2026 | |||||||
| (Unaudited) | (Audited) | |||||||
| (Consolidated) | (Consolidated) | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Account receivable, net | ||||||||
| Prepayment | ||||||||
| TOTAL CURRENT ASSETS | ||||||||
| NON-CURRENT ASSET | ||||||||
| Goodwill | ||||||||
| TOTAL NON-CURRENT ASSET | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Due to related parties | $ | $ | ||||||
| Deferred revenue | ||||||||
| Other payables and accrued liabilities | ||||||||
| TOTAL CURRENT LIABILITIES | ||||||||
| TOTAL LIABILITIES | $ | $ | ||||||
| SHAREHOLDERS’ EQUITY | ||||||||
| Common stock – Par value $ ; Authorized: shares; Issued and outstanding: as of June 30, 2026 and March 31, 2026 | $ | $ | ||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| TOTAL SHAREHOLDERS’ DEFICIT | $ | ( | ) | $ | ( | ) | ||
| TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| F-1 |
KEEMO FASHION GROUP LIMITED
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE THREE MONTHS ENDED JUNE 30, 2026 AND 2025 (UNAUDITED)
(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), except for number of shares)
Three months ended June 30 | ||||||||
| 2026 | 2025 | |||||||
| (Consolidated) | (Standalone) | |||||||
| REVENUE | $ | $ | ||||||
| COST OF REVENUE | ( | ) | ||||||
| GROSS LOSS | $ | ( | ) | $ | ||||
| GENERAL AND ADMINISTRATIVE EXPENSES | ( | ) | ( | ) | ||||
| LOSS FROM OPERATIONS | ( | ) | ( | ) | ||||
| OTHER INCOME | ||||||||
| LOSS FROM OPERATIONS BEFORE INCOME TAX | ( | ) | ( | ) | ||||
| INCOME TAX EXPENSES | ||||||||
| NET LOSS | $ | ( | ) | $ | ( | ) | ||
| OTHER COMPREHENSIVE LOSS: | - | - | ||||||
| FOREIGN CURRENCY TRANSLATION ADJUSTMENTS | ||||||||
| TOTAL COMPREHENSIVE LOSS | $ | ( | ) | $ | ( | ) | ||
| NET LOSS PER SHARE- BASIC AND DILUTED | ) | ) | ||||||
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED | ||||||||
Comparative quarter reflects standalone parent only (unconsolidated). Consolidation began from September 2, 2025 onwards – see Note 2.
The accompanying notes are an integral part of these condensed consolidated financial statements.
| F-2 |
KEEMO FASHION GROUP LIMITED
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS’ DEFICIT
FOR THE THREE MONTHS ENDED JUNE 30, 2026 AND 2025
(UNAUDITED)
(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)
| COMMON STOCK | ADDITIONAL | ACCUMULATED OTHER | TOTAL | |||||||||||||||||||||
| NUMBER OF SHARES | AMOUNT | PAID-IN CAPITAL | ACCUMULATED DEFICIT | COMPREHENSIVE LOSS |
SHAREHOLDERS’ | |||||||||||||||||||
| Balance as of March 31, 2026 | | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||||||
| Foreign currency translation adjustment | - | |||||||||||||||||||||||
| Balance as of June 30, 2026 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||
| COMMON STOCK | ADDITIONAL | TOTAL | ||||||||||||||||||
| Number of shares | Amount | PAID-IN CAPITAL | ACCUMULATED DEFICIT | SHAREHOLDERS’ DEFICIT | ||||||||||||||||
| Balance as of March 31, 2025 | | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
Comparative quarter reflects standalone parent only (unconsolidated). Consolidation began from September 2, 2025 onwards – see Note 2.
The accompanying notes are an integral part of these condensed consolidated financial statements.
| F-3 |
KEEMO FASHION GROUP LIMITED
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED JUNE 30, 2026 AND 2025
(UNAUDITED)
(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”))
| Three months ended June 30 | ||||||||
| 2026 | 2025 | |||||||
| (Consolidated) | (Standalone) | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ||||||
| Prepayment | ||||||||
| Deferred revenue | ||||||||
| Other payables and accrued liabilities | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITY: | ||||||||
| Advance from related parties | ||||||||
| Net cash from financing activity | ||||||||
| Effect of exchange rate changes on cash and cash equivalent | ||||||||
| Net increase/(decrease) in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents, beginning of period | ||||||||
| CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | $ | ||||||
| SUPPLEMENTAL CASH FLOWS INFORMATION | ||||||||
| Income taxes paid | $ | $ | ||||||
| Interest paid | $ | $ | ||||||
Comparative quarter reflects standalone parent only (unconsolidated). Consolidation began from September 2, 2025 onwards – see Note 2.
The accompanying notes are an integral part of these condensed consolidated financial statements.
| F-4 |
KEEMO FASHION GROUP LIMITED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THREE MONTHS ENDED JUNE 30, 2026 AND 2025 (UNAUDITED)
(CURRENCY EXPRESSED IN UNITED STATES DOLLARS (“US$”), EXCEPT FOR NUMBER OF SHARES)
1. ORGANIZATION AND BUSINESS BACKGROUND
KEEMO Fashion Group Limited, a Nevada corporation, (herein referred as “the Company” or “KMFG”) was incorporated under the laws of the State of Nevada on April 22, 2022.
KMFG is headquartered in Shenzhen, People’s Republic of China (herein referred as (“China”). We primarily operate in men and women apparel and garment trading business, focusing on wholesaling to distributors mainly based in China, sourcing directly from manufacturers in China. We do not maintain and operate any production and manufacturing of apparel facility or machine and equipment.
The Company’s executive office is located at 69, Wanke Boyu, Xili Liuxin 1st Rd, Nanshan District, Shenzhen, Guangdong 518052, China.
On
July 25, 2024, the Board of Directors approved a
Acquisition of GW Reader Holding Limited and its Subsidiaries
On
May 26, 2025, the Company entered into a Material Definitive Agreement, pursuant to a Share Purchase Agreement (the “Agreement”)
with Guang Wen Global Group Limited (the “Seller”), a company incorporated in the British Virgin Islands. Under the terms
of the Agreement, the Company agreed to acquire
On September 2, 2025, the Company completed the acquisition of GW Reader Holding. Upon closing, the Company became the sole direct shareholder of GW Reader Holding and, through this ownership structure, obtained 100% indirect ownership of Willing Read and GW Reader.
As of the issuance date of this financial report, the details of the Company’s subsidiaries are as follows. All subsidiaries of the Group are wholly-owned by the Company.
| Name of Entity | Date
of Incorporation |
Place
of Incorporation |
%
of Ownership |
Principal Activities | ||||
| GW Reader Holding Limited (“GW Reader Holding”) | ||||||||
| Willing Read Culture Technology Co., Limited (“Willing Read”) | ||||||||
| GW Reader Sdn. Bhd. (“GW Reader”) |
Following the acquisition of new subsidiaries, the Company also ventured into the digital publishing business. This includes providing users with access to paid digital content such as web-novels and e-books, where users purchase virtual currency (“Coins”) to redeem for specific content.
| F-5 |
Business of GW Reader Sdn. Bhd.
GW Reader operates a digital publishing platform specializing in serialized online fiction for a global audience. Through its proprietary mobile application and website, the company develops, sources, and distributes original and translated content across popular genres such as romance, fantasy, and action. GW Reader uses a “pay-per-chapter” microtransaction model in which users purchase tokens to unlock individual episodes. This model offers readers flexibility while supporting ongoing content creation.
As of the reporting date, the Company operates two primary business segments:
| 1. | Apparel Trading Business – conducted through KMFG in China. | |
| 2. | Digital Publishing Business – conducted through GW Reader in Malaysia. |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation
The condensed consolidated financial statements of the Company have been prepared in accordance with the generally accepted accounting principles in the United States of America (“U.S. GAAP”) and regulations of the Securities and Exchange Commission (the “SEC”).
The Company has adopted March 31 as its fiscal year end.
On September 2, 2025, the Company completed the acquisition of GW Reader Holding, Willing Read and GW Reader (“GW Reader Holding Group”). No consideration was paid. As the transfer represents a transaction between entities under common control in accordance with ASC 805-50, Business Combinations (“ASC 805-50”) the assets and liabilities of GW Reader Holding Group were recognized at their historical carrying amounts on the date of combination.
The accompanying condensed consolidated financial statements include the results of GW Reader Holding Group from September 2, 2025 onwards. The Company did not have subsidiaries requiring consolidation in prior periods. Accordingly, comparative prior-period financial information is presented on a standalone (parent-only) basis and has not been restated.
The condensed consolidated financial statements include the accounts of the Company and its subsidiaries and all intercompany transactions and balances have been eliminated. Acquired businesses are included in the condensed consolidated financial statements from the date on which control is transferred to the Company.
Going Concern
For
the three months ended June 30, 2026, the Company incurred a net loss of $
Use of Estimates and Significant Judgements
Management uses estimates and judgements in preparing these condensed consolidated financial statements in accordance with US GAAP. These estimates and judgements affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenue and expenses during the periods presented. Actual results may differ from these estimates.
Significant estimates and judgments include, but are not limited to, the assessment of goodwill impairment, the determination and accounting treatment of the acquisition of GW Reader Holding Group as a common-control transaction under ASC 805-50, and the assessment of income taxes, deferred tax assets, deferred tax liabilities and related valuation allowances.
| F-6 |
Management assesses goodwill for impairment in accordance with U.S. GAAP. The assessment includes consideration of qualitative factors and, where required, a quantitative impairment test. Based on management’s assessment, no goodwill impairment was recognized for the three months ended June 30, 2026.
Management evaluates income taxes and deferred income taxes based on enacted tax laws, temporary differences between the financial reporting and tax bases of assets and liabilities, and the realizability of deferred tax assets. Where applicable, a valuation allowance is recognized when management determines that it is more likely than not that some or all of the deferred tax assets will not be realized.
Management previously determined that the acquisition of GW Reader Holding Group qualified as a common-control transaction under ASC 805-50, as the Company and GW Reader Holding Group were under common control at the acquisition date. Accordingly, the assets and liabilities of GW Reader Holding Group were recognized at their historical carrying amounts.
Cash and Cash Equivalents
Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.
Credit losses
The Company estimates and records a provision for its expected credit losses related to its financial instruments, including its trade receivables. Management considers historical collection rates, the current financial status of the Company’s customers, macroeconomic factors, and other industry-specific factors when evaluating current expected credit losses. Forward-looking information is also considered in the evaluation of current expected credit losses. However, because of the short time to the expected receipt of accounts receivable, management believes that the carrying value, net of expected losses, approximates fair value and therefore, relies more on historical and current analysis of such financial instruments, including its trade receivables.
To determine the provision for credit losses for accounts receivable, the Company has disaggregated its accounts receivable by class of customer at the business component level, as management determined that risk profile of the Company’s customers is consistent based on the type and industry in which they operate. Each business component is analyzed for estimated credit losses individually. In doing so, the Company establishes a historical loss matrix, based on the previous collections of accounts receivable by the age of such receivables, and evaluates the current and forecasted financial position of its customers, as available. Further, the Company considers macroeconomic factors and the status of the relevant industry to estimate if there are current expected credit losses within its trade receivables based on the trends of the Company’s expectation of the future status of such economic and industry-specific factors. Also, specific allowance amounts are established based on review of outstanding invoices to record the appropriate provision for customers that have a higher probability of default.
As of June 30, 2026 and March 31, 2026, there were no allowances for credit losses recorded against accounts receivable.
Goodwill
Goodwill is the excess of the cost of an acquired entity over the fair value of amounts assigned to the assets acquired and liabilities assumed in a business combination. Under the guidance of ASC 350, goodwill is not amortized; rather, it is tested for impairment annually and is tested for impairment between annual tests if an event occurs or circumstances change that would indicate that it is more likely than not that the fair value of a reporting unit is below its carrying amount. An impairment loss is recognized when the carrying amount of the reporting unit, including goodwill, exceeds the estimated fair value of the reporting unit and is measured as the amount of such excess, limited to the carrying amount of goodwill allocated to the reporting unit. The Company’s policy is to perform its annual impairment testing for its reporting units on March 31 of each fiscal year.
| F-7 |
Fair Value Measurement
ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The statement clarifies that the exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability in the market in which the reporting entity would transact for the asset or liability, that is, the principal or most advantageous market for the asset or liability. It also emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and that market participant assumptions include assumptions about risk and effect of a restriction on the sale or use of an asset.
This ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:
Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).
Deferred Revenue
Deferred revenue is recorded when the Company entered into a contract with a customer and cash payments are received or due prior to transfer of control or satisfaction of the related performance obligation.
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, revenue is recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to receive. The Company applies the following five-step model to all revenue arrangements:
(i) identification of the promised goods and services in the contract;
(ii) determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the contract;
(iii) measurement of the transaction price, including the constraint on variable consideration;
(iv) allocation of the transaction price to the performance obligations; and
(v) recognition of revenue when (or as) the Company satisfies each performance obligation.
The Company generates revenue from two primary sources:
(i) Apparel trading business; and
(ii) Digital publishing business.
Apparel trading business
The Company engages in the wholesale distribution of apparel products. Revenue is recognized when control of the goods transfers to the customer, which generally occurs upon delivery. The Company’s performance obligation in these arrangements is the transfer of apparel products. The Company does not have significant variable consideration in its wholesale operations.
| F-8 |
Digital publishing business
The Company provides users with access to paid digital content, including web-novels and e-books. Users purchase virtual currency (“Coins”), which is subsequently redeemed for access to specific content. The Company’s performance obligation is to provide access to the selected content.
Revenue is recognized based on the usage of Coins by users, as such usage represents a faithful depiction of the transfer of services.
The Company has determined that it is the principal in the majority of Paid Content transactions because it controls the monetization and availability of content, has discretion in establishing pricing, is responsible for customer service, and controls the promotion and presentation of content. Accordingly, revenue is recognized gross, and amounts retained by content creators are recorded as expenses.
Cost of Revenue
In accordance with ASC 340-40, Contracts with Customers (“ASC 340-40”) and ASC 606, the Company recognizes cost of revenue as those costs directly attributable to the delivery of its services and the generation of revenue.
Apparel trading business
Cost of revenue includes the cost of purchasing apparel products and freight or handling costs directly associated with fulfilling customer orders.
Cost of revenue does not include indirect expenses such as general administrative expenses and marketing-related costs.
Digital publishing business
Cost of revenue primarily consists of service charges imposed by a third-party collection company that processes and remits customer payments. These charges are deducted from gross collections and are recognized in the period in which the related revenue is earned.
Cost of revenue does not include indirect costs such as general administrative expenses or marketing-related costs.
Foreign currency translation
Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations and comprehensive income (loss).
The functional currency of the Company is the United States Dollars (“US$” or “US dollars”) and the accompanying condensed consolidated financial statements have been expressed in US dollars. In addition, the Company’s subsidiary maintains its books and records in Malaysia Ringgit (“MYR”), United States Dollars (“US$”) and Hong Kong Dollars (“HK$”), which is the respective functional currency as being the primary currency of the economic environment in which the entity operates.
In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US dollars are translated into US dollars, in accordance with ASC 830-30, Translation of Financial Statement (“ASC 830-30”), using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income.
Translation of amounts from the local currency of the Company into US$1 has been made at the following exchange rates for the respective periods:
For the three months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Period-end MYR : US$1 exchange rate | ||||||||
| Period-average MYR : US$1 exchange rate | ||||||||
| Period-end HK$ : US$1 exchange rate | ||||||||
| Period-average HK$ : US$1 exchange rate | ||||||||
| F-9 |
Income Taxes
The Company accounts for income taxes using the asset and liability method prescribed by ASC 740, Income Taxes (“ASC 740”). Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the years in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. The Company also adopted ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, which requires disaggregated information about the reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.
ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.
The Company calculates net (loss) income per share in accordance with ASC 260, Earnings per Share (“ASC 260”). Basic (loss) income per share is computed by dividing the net (loss) income by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic (loss) income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.
As of June 30, 2026, the Company has no potentially dilutive securities, such as options or warrants, outstanding.
Related Parties
Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.
Segment Reporting
The
Company follows the guidance of ASC 280, Segment Reporting (“ASC 280”), which establishes standards for reporting
information about operating segments on a basis consistent with the Company’s internal organization structure as well as information
about services categories, business segments and major customers in financial statements. For the three months ended June 30, 2026, the
Company has
| F-10 |
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03 “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses”. The guidance in ASU 2024-03 requires public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory; employee compensation; and depreciation, amortization and depletion expenses for each caption on the income statement where such expenses are included. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements. The Company is currently evaluating the provisions of this guidance and assessing the potential impact on the Company’s condensed consolidated financial statement disclosures.
In March 2025, the FASB issued ASU 2025-02, “Liabilities (Topic 405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 122”, which removes certain SEC guidance related to obligations to safeguard crypto-assets. The Company does not engage in activities involving crypto-assets; therefore, the adoption of this ASU is not expected to have a material impact on its condensed consolidated financial statements.
In May 2025, the FASB issued ASU 2025-04, “Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer”, which amends ASC 718 and ASC 606 to (i) expand the definition of a performance condition to include vesting tied to a customer’s own purchases or the purchases of the customer’s customers, (ii) require entities to estimate expected forfeitures, and (iii) clarify that the variable consideration guidance in ASC 606 does not apply to share-based consideration payable to a customer. The amendments are effective for annual and interim periods beginning after December 15, 2026, with early adoption permitted. We are currently evaluating the impact of this guidance on our condensed consolidated financial statements.
In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements”. The amendments clarify the scope of interim reporting guidance and improve the form and content of interim financial statements and related disclosures. The update also introduces a disclosure principle requiring entities to disclose events occurring since the end of the most recent annual reporting period that have a material impact on the entity. The amendments are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting this guidance on its condensed consolidated financial statements and related disclosures.
The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s condensed consolidated financial statements.
| F-11 |
3. GOODWILL
Acquisition of GW Reader Sdn. Bhd.
On
October 17, 2024, Willing Read acquired
Goodwill Calculation
Goodwill represents the excess of the purchase consideration transferred over the fair value of the net assets acquired and liabilities assumed. The preliminary allocation of the purchase price is summarized as follows:
| Cash and cash equivalents | $ | |||
| Accounts receivable, net | ||||
| Prepayments | ||||
| Intangible asset, net | ||||
| Accrued expenses | ( | ) | ||
| Amount due to director | ( | ) | ||
| Deferred revenue | ( | ) | ||
| Adjustment for foreign exchange fluctuation | ( | ) | ||
| Fair value of GW Reader Sdn. Bhd. | $ | ( | ) | |
| Fair value of consideration | ||||
| Goodwill | $ | ( | ) |
Acquisition by GW Reader Holding Limited (Common Control Transaction)
On
November 27, 2024, GW Reader Holding acquired
Impairment testing for reporting unit containing goodwill
The fair value of the reporting unit is determined based on discounted cash flow calculations. These calculations use cash flow projections based on internally approved financial forecasts covering five years period which reflect the Company’s expectations of revenue and EBITDA based on past experience and future expectations of business performance. The Company’s policy is to perform its annual impairment testing for its reporting units on March 31 of each fiscal year.
4. ACCOUNTS RECEIVABLE, NET
As of June 30, 2026 and March 31, 2026, the Company accounts receivable, net consist of the following
As of June 30, 2026 | As of March 31, 2026 | |||||||
| Accounts receivable, net | $ | $ | ||||||
| Total accounts receivable, net | $ | $ | ||||||
5. PREPAYMENT
As of June 30, 2026 and March 31, 2026, the Company prepayment consists of the following:
As of June 30, 2026 | As of March 31, 2026 | |||||||
| Stock & Register fees | $ | $ | ||||||
| Other professional fee | ||||||||
| Total prepayment | $ | $ | ||||||
| F-12 |
6. RELATED PARTY TRANSACTIONS
| As of June 30, 2026 | As of March 31, 2026 | |||||||
| Due to related parties: | ||||||||
| - Related party A | $ | $ | ||||||
| - Related party B | ||||||||
| - Related party C | ||||||||
- Related party D | ||||||||
| $ | $ | |||||||
The amounts due to related parties are interest-free, unsecured, and repayable on demand.
Related party A represents Liu Lu, who is the Chief Executive Officer, President, Secretary, Treasurer, and a Director of KMFG.
Related party B represents Huang Jia, who is a director of GW Reader Holding and Willing Read.
Related party C represents Seah Chia Yee, who is a director of GW Reader.
Related party D represents Addentax Group Corp, who is the major shareholder of KMFG.
Acquisition of GW Reader Holding Group
The
Company acquired
7. OTHER PAYABLES AND ACCRUED LIABILITIES
As of June 30, 2026 and March 31, 2026, other payables and accrued liabilities consist of following:
| As of June 30, 2026 | As of March 31, 2026 | |||||||
| Other payables | $ | $ | ||||||
| Accrued liabilities | ||||||||
| Total other payables and accrued liabilities | $ | $ | ||||||
Other payables and accrued liabilities as of June 30, 2026 and March 31, 2026 consist of accounting fee, audit fee, other professional fees and commission payables.
8. SHAREHOLDERS’ EQUITY
On April 22, 2022, upon the incorporation of the Company, Liu Lu, subscribed to shares of common stock at par value of $ per share for a total subscription value of $.
On
26 July, 2023, the Company issued shares of common stock being sold at $ per share for a total of $
On
July 25, 2024, the Board of Directors approved a
On January 2, 2025, a Stock Purchase Agreement was entered into between Liu Lu and Guang Wen, wherein Guang Wen purchased shares of Common Shares, par value $ per share, of KMFG. Following the transaction, Ms. Liu Lu, the Company’s sole director, retained ownership of shares of common stock.
On February 17, 2026, a Stock Purchase Agreement was entered into between Guang Wen and Addentax Group Corp. (“ATXG”), wherein ATXG purchased shares of Common Shares, par value $ per shares, of KMFG.
As of June 30, 2026, the Company has shares of common stock issued and outstanding.
The Company has shares of common stock authorized.
| F-13 |
9. INCOME TAX
The loss from operation before income taxes of the Company for the three months ended June 30, 2026 and 2025 comprised the following:
For the three months ended June 30 | ||||||||
| 2026 | 2025 | |||||||
| Tax jurisdictions from: | ||||||||
| - Local | $ | ( | ) | $ | ( | ) | ||
| - Foreign, representing: | ||||||||
| Cayman Island | ||||||||
| Hong Kong | ( | ) | ||||||
| Malaysia | ( | ) | ||||||
| Loss before income taxes | $ | ( | ) | $ | ( | ) | ||
United States of America
Cayman Islands
GW Reader Holding is incorporated in the Cayman Islands, a jurisdiction that does not impose corporate income taxes, capital gains taxes, or withholding taxes on income derived within or outside of the Cayman Islands. As such, the Company is not subject to income tax in the Cayman Islands.
No provision for income taxes has been made in the accompanying condensed consolidated financial statements, as the Company has no tax obligations in its country of incorporation. Additionally, the Company has not incurred any current or deferred tax liabilities in other jurisdictions as of the reporting date.
Hong Kong
Willing
Read operating in Hong Kong are subject to the Hong Kong Profits Tax at the statutory income tax rate of
Malaysia
GW
Reader is governed by the income tax laws of Malaysia and the income tax provision in respect of operations in Malaysia is
calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and
practices in respect thereof. Under the Income Tax Act of Malaysia, enterprises that incorporated in Malaysia are usually subject to
a unified
The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of June 30, 2026 and March 31, 2026:
| As of | As of | |||||||
| June 30, 2026 | March 31, 2026 | |||||||
| Deferred tax assets: | ||||||||
| Net operating loss carryforwards | ||||||||
| – United States of America | $ | $ | ||||||
| – Cayman Island | ||||||||
| – Hong Kong | ||||||||
| – Malaysia | ||||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Deferred tax assets | $ | $ | ||||||
Management
believes that it is more likely than not that the deferred tax assets will not be fully realizable in the future. Accordingly, the Company
provided for a full valuation allowance against its deferred tax assets of $
| F-14 |
10. SEGMENT REPORTING
ASC 280 establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. The Company has two reportable segments based on business unit, apparel and garment trading business and digital publishing business.
In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes.
| For the Three Months Ended and As of June 30, 2026 | ||||||||||||
| By Business Unit | Apparel & Garment Trading Business | Digital Publishing Business | Total | |||||||||
| Revenue | $ | $ | $ | |||||||||
| Cost of revenue | ( | ) | ( | ) | ||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ||||||
| Total assets | $ | $ | $ | |||||||||
| Capital expenditure | $ | $ | $ | |||||||||
| For the Three Months Ended and As of June 30, 2025 | ||||||||
| By Business Unit | Apparel & Garment Trading Business | Total | ||||||
| Revenue | $ | $ | ||||||
| Cost of revenue | ||||||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Loss from operations | ( | ) | ( | ) | ||||
| Total assets | $ | $ | ||||||
| Capital expenditure | $ | $ | ||||||
11. SUBSEQUENT EVENTS
In accordance with ASC 855, Subsequent Events, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred after June 30, 2026 up through the date the Company issued the condensed consolidated financial statements. During the period, the Company did not have any material recognizable subsequent events.
| F-15 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information contained in this quarter report on Form 10-Q is intended to update the information contained in our Form 10-KT dated June 29, 2026, for the transition period ended March 31, 2026 and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis” and other information contained in such Form 10-KT. The following discussion and analysis also should be read together with our condensed consolidated financial statements and the notes to the condensed consolidated financial statements included elsewhere in this Form 10-Q.
The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis” These statements are not guarantees of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarter report. You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors described in our Form S-1/A registration statement, filed on May 12, 2023, in the section entitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this quarter report on Form 10-Q. The following should also be read in conjunction with the unaudited Condensed Consolidated Financial Statements and notes thereto that appear elsewhere in this report.
Company Overview
We, KEEMO Fashion Group Limited, a Nevada corporation (“the Company” or “KMFG”) was incorporated under the laws of the State of Nevada on April 22, 2022.
KMFG is headquartered in Shenzhen, People’s Republic of China (herein referred as (“China”). We primarily operate in men and women apparel and garment trading business, focusing on wholesaling to distributors mainly based in Asian countries, sourcing directly from manufacturers in China. We do not maintain and operate any production and manufacturing of apparel facility or machine and equipment.
The Company’s executive office is located at 69, Wanke Boyu, Xili Liuxin 1st Rd, Nanshan District, Shenzhen, Guangdong 518052, China.
KMFG entered into a Share Purchase Agreement on May 26, 2025, to acquire 100% of GW Reader Holding a Cayman Islands holding company. Through this acquisition, KMFG also obtained indirect ownership of its two subsidiaries: Willing Read in Hong Kong and GW Reader in Malaysia.
GW Reader Holding and Willing Read are investment holding entities without operating activities. GW Reader, incorporated in Malaysia, operates the Group’s content publishing business, focusing on the development and distribution of online novels and related digital content through mobile applications.
The acquisition was completed on September 2, 2025, and KMFG holds full ownership of GW Reader Holding Limited and its subsidiaries.
| -3- |
Results of operations
Three months ended June 30, 2026 and 2025
Revenues
For the three months ended June 30, 2026, the Company did not generate any revenue, as there were no sales activities from its two business segments, apparel trading business and digital publishing business.
For the three months ended June 30, 2025 the Company did not generate any revenue, as there were no sales activities from its apparel and garment trading business.
General and Administrative Expenses
For the three months ended June 30, 2026, the Company had general and administrative expenses in the amount of $19,097. These were primarily comprised of accounting fee, stock and registrar fees and other professional fees.
For the three months ended June 30, 2025, the Company had general and administrative expenses in the amount of $7,316. These were primarily comprised of audit fees, stock and registrar fees, and other professional fees.
Net Loss
For the three months ended June 30, 2026, the Company has incurred a net loss of $19,099.
For the three months ended June 30, 2025, the Company has incurred a net loss of $7,316.
Cash Balance
Our cash and cash equivalents are $22,147. Our cash balance is not sufficient to fund our limited levels of operations for any period of time. In order to continue our current business plan and in order to increase our current level of operations for the next twelve-month period, we require further funding.
Liquidity and Capital Resources
Cash Used in Operating Activities
Net cash used in operating activities was $24,636 for the three months ended June 30, 2026. The net cash used in operating activities was primarily attributable to a net loss of $19,099, an increase in accounts receivable of $6, and a decrease in other payables and accrued liabilities of $7,867, partially offset by a decrease in prepayments of $1,934 and an increase in deferred revenue of $402.
Net cash used in operating activities was $5,430 for the three months ended June 30, 2025. The net cash used in operating activities was primarily attributable to a net loss of $7,316, partially offset by a decrease in prepayments of $1,224 and an increase in other payables and accrued liabilities of $662.
Cash Provided by Investing Activity
For the three months ended June 30, 2026, the Company did not generate nor used any cash in investing activities.
For the three months ended June 30, 2025 the Company did not generate nor used any cash in investing activities.
Cash Provided by Financing Activity
For the three months ended June 30, 2026, the Company generated $30,956 in cash from advances received from related parties.
For the three months ended June 30, 2025, the Company generated $966 in cash from advances received from related parties.
| -4- |
Critical Accounting Policies
Recent accounting pronouncements
In November 2024, the FASB issued ASU 2024-03 “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses”. The guidance in ASU 2024-03 requires public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory; employee compensation; and depreciation, amortization and depletion expenses for each caption on the income statement where such expenses are included. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements. The Company is currently evaluating the provisions of this guidance and assessing the potential impact on the Company’s condensed consolidated financial statement disclosures.
In March 2025, the FASB issued ASU 2025-02, “Liabilities (Topic 405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 122”, which removes certain SEC guidance related to obligations to safeguard crypto-assets. The Company does not engage in activities involving crypto-assets; therefore, the adoption of this ASU is not expected to have a material impact on its condensed consolidated financial statements.
In May 2025, the FASB issued ASU 2025-04, “Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer”, which amends ASC 718 and ASC 606 to (i) expand the definition of a performance condition to include vesting tied to a customer’s own purchases or the purchases of the customer’s customers, (ii) require entities to estimate expected forfeitures, and (iii) clarify that the variable consideration guidance in ASC 606 does not apply to share-based consideration payable to a customer. The amendments are effective for annual and interim periods beginning after December 15, 2026, with early adoption permitted. We are currently evaluating the impact of this guidance on our condensed consolidated financial statements.
In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements”. The amendments clarify the scope of interim reporting guidance and improve the form and content of interim financial statements and related disclosures. The update also introduces a disclosure principle requiring entities to disclose events occurring since the end of the most recent annual reporting period that have a material impact on the entity. The amendments are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting this guidance on its condensed consolidated financial statements and related disclosures.
The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company’s condensed consolidated financial statements.
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
ITEM 4 CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.
| -5- |
We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer, of the effectiveness of our disclosure controls and procedures as of June 30, 2026. Based on the evaluation of these disclosure controls and procedures, our chief executive officer concluded as of June 30, 2026 that our disclosure controls and procedures were not effective. The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties and effective risk assessment; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines; and (4) lack of internal audit function due to the fact that the Company lacks qualified resources to perform the internal audit functions properly and that the scope and effectiveness of the internal audit function are yet to be developed. The aforementioned material weaknesses were identified by our chief executive officer in connection with the review of our financial statements as of June 30, 2026.
Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The internal controls for the Company are provided by executive management’s review and approval of all transactions. Our internal control over financial reporting also includes those policies and procedures that:
| 1. | pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; | |
| 2. | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management; and | |
| 3. | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of June 30, 2026. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Management’s assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of these controls.
As of June 30, 2026, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in 2013 and SEC guidance on conducting such assessments.
Based on this assessment, management has concluded that as of June 30, 2026, our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with U.S. generally accepted accounting principles. In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:
We will increase our personnel resources and technical accounting expertise within the accounting function. We will create a position to segregate duties consistent with control objectives. And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.
We anticipate that these initiatives will be at least partially, if not fully, implemented by the end of fiscal year 2027.
Changes in Internal Control over Financial Reporting:
There were no changes in our internal control over financial reporting during the three months ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| -6- |
PART II — OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are not subject to nor engaged in any litigation, arbitration or claim of material importance, and no litigation, arbitration or claim of material importance is known to us to be pending or threatened by or against our Company that would have a material adverse effect on our Company’s results of operations or financial condition. Further, there are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest adverse to our Company.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
| 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 | |
| 101.INS | Inline XBRL Instance Document* | |
| 101.SCH | Inline XBRL Schema Document* | |
| 101.CAL | Inline XBRL Calculation Linkbase Document* | |
| 101.DEF | Inline XBRL Definition Linkbase Document* | |
| 101.LAB | Inline XBRL Label Linkbase Document* | |
| 101.PRE | Inline XBRL Presentation Linkbase Document* | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| -7- |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
| Keemo Fashion Group Limited | ||
| (Name of Registrant) | ||
| Date: August 14, 2026 | ||
| By: | /s/ LIU LU | |
| Liu Lu | ||
| Title: | Chief Executive Officer, President, Secretary, Treasurer, Director | |
| (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer) | ||
| -8- |