CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K 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-K, 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.
PART I
ITEM 1. BUSINESS
CORPORATE HISTORY
DFP Holdings Limited, a Nevada corporation (the “Company”), was incorporated in the State of Nevada on December 8, 2021.
On December 8, 2021, Mr. Hsu Shou Hung (“Mr. Hsu”), a founder of the Company, was appointed as Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, and sole director of the Company. Currently, Mr. Hsu is our sole officer and director.
On March 8, 2022, the Company’s wholly owned subsidiary, DFP Holdings Limited, was formed in Seychelles (the “Seychelles Company”). The Seychelles Company is structured as an intermediate holding company for tax purposes, 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, a company incorporated in Seychelles (“TIDE”) from Mr. Hsu for $1.
As of September 30, 2023, Mr. Hsu collectively owns 96,260,000 shares of restricted Common Stock and is a 45.01% shareholder of the Company.
DESCRIPTION OF BUSINESS
We are an emerging educational service company with principal business operations in Taiwan. We offer both online and offline educational services from a wide array of programs and courses centered on business development and management training and self-media production to our learners. Relevant information is available on our website at https://dfpschool.qdm.tw/
We offer various membership tiers to suit our members’ diverse needs and provide a platform for our members to exchange their business information, to host or attend meetings or events and hence to facilitate business opportunities.
REVENUE MODEL
We provide both traditional face to face and online learning types and currently we provide two principal streams of studies including self-media production and business development to the learners in Taiwan, respectively.
The following table provides information about disaggregated revenue based on revenue by service lines:
Our self-media production study aims to teach those entrepreneurs who are interested in promoting their businesses or products through either traditional media or social media. This study covers separate courses with different topics including drafting and editing the promotion contents, presentation skills, filming, recording or live recording, and video submission. We also teach individuals or corporations how to operate social media platforms to gain traffic, to increase followers, and hence increase the sales of their products or services.
For the year ended September 30, 2023, the offline face to face self-media production study attracted 595 person-times participating and generated revenue of $239,795, approximately 20% of the total revenue.
For the year ended September 30, 2023, the online self-media production study attracted 552 person-times participating and generated revenue of $318,840, approximately 26% of the total revenue. The lease is a short-term lease as defined in ASC 842 with a term of one year or less.
In relation of the business development study for entrepreneurs, we offer different topics and various duration face to face programs or courses. The subjects or theme of classes include but are not limited to business operations, sales and marketing, leadership and management skills, brand building and analysis, public speaking, capital raising, and business and strategic planning.
For the year ended September 30, 2023, the offline face to face business development study attracted 231 person-times participating and generated revenue of $630,234, approximately 52% of the total revenue.
Potential members may select from the following membership plans which provide a series of services:
For the year ended September 30, 2023, 204 person-times subscribed to be the subscribed members and generated membership fees of $4,233 to the Company.
For the year ended September 30, 2023, 32 person-times joined the BAS commercial membership and generated membership fees of $23,028 to the Company, approximately 2% of the total revenue.
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 1B. UNRESOLVED STAFF COMMENTS
None
ITEM 2. PROPERTIES
We currently lease an office space under a short term lease from an external party at 2F-1, No. 178-5, Section 2, Chang’an East Road, Zhongshan District, Taipei City, Taiwan, with an area of approximately 3,000 square feet.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any threatened or pending legal proceedings.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
We have authorized capital stock consisting of 600,000,000 shares of Common Stock, $0.0001 par value per share (“Common Stock”) and 200,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred Stock”). As of September 30, 2023, 213,855,500 shares of our Common Stock were issued.
On September 8, 2023, we received a notice of effectiveness from SEC. Since the effectiveness, we have not received a ticker symbol and our shares of Common Stock have not been quoted on any exchange.
ISSUANCE OF SHARES AND HOLDERS
During the year ended September 30, 2023, the Company did not issue any shares of Common Stock.
As of September 30, 2023, we had 213,855,500 shares of our Common Stock, par value $0.0001 issued and outstanding. There were 150 beneficial owners of our Common Stock.
Our Chief Executive Officer, Chief Financial Officer and sole director, Mr. Hsu Shou Hung (“Mr. Hsu”), collectively with his exclusively owned company, Terra Wave Holdings Limited (“TERRA”), holds 96,260,000 shares or 45.01% of the outstanding shares of our Common Stock, comprised of his individual ownership of Common Stock of 86,260,000 shares, as well as 10,000,000 shares held by TERRA.
Between November 1, 2023, and December 13, 2023, the Company sold 1,357,400 shares of restricted Common Stock to thirty-one (31) individuals in a private placement at a price of $0.50 per share, for total proceeds of $678,700.
After the issuance of 1,357,400 shares of Common Stock from November 1, 2023, to December 13, 2023, Mr. Hsu’s beneficial shareholding ownership changed from 45.01% to 44.73% accordingly.