Fuse Group Holding Inc. Files 2024 Annual Report

TL;DR

Fuse Group Holding Inc. filed its 2024 10-K. Details on metal mining biz.

AI Summary

Fuse Group Holding Inc. filed its annual report on Form 10-K for the fiscal year ended September 30, 2024. The company, incorporated in Nevada, is involved in the Metal Mining industry. Its principal executive offices are located at 805 W. Duarte Rd., Suite 102, Arcadia, CA 91007. The filing was made on December 26, 2024.

Why It Matters

This 10-K filing provides investors and stakeholders with a comprehensive overview of Fuse Group Holding Inc.'s financial performance and business operations for the fiscal year 2024.

Risk Assessment

Risk Level: low — This filing is a standard annual report and does not contain immediate, high-impact news.

Key Players & Entities

• FUSE GROUP HOLDING INC. (company) — Registrant
• 0001185185-24-001223 (filing_id) — Accession Number
• 20241226 (date) — Filing Date
• 20240930 (date) — Fiscal Year End
• 805 W. DUARTE RD. #102, ARCADIA, CA 91007 (address) — Principal Executive Offices
• METAL MINING [1000] (industry) — Standard Industrial Classification

FAQ

Key Financial Figures

• $0.47 — held by non-affiliates on such date at $0.47 per share). On September 19, 2024, the
• $0 — rized shares of common stock, par value $0.001, accompanied by a corresponding dec
• $0.001 — ng shares of Registrant's Common Stock, $0.001 par value, was 13,297,143 shares as of
• $0.13 — e Trading Limited ("Trading") for HKD1 ($0.13). Trading had no operations prior to th
• $1,325,000 — services. Processing paid a deposit of $1,325,000 for the consulting fee, of which, $325,
• $325,000 — 5,000 for the consulting fee, of which, $325,000 was expensed as a consulting fee based
• $1,000,000 — sed on the agreement, and the remaining $1,000,000 of which would have been refunded to th
• $716,767 — principal and interest of the Notes) of $716,767 for 1,592,816 shares of common stock of
• $0.45 — he "Shares") at the conversion price of $0.45 per share. On July 7, 2023, the Shares
• $10,000 — to pay a service fee to the Company of $10,000 per month, payable monthly. The Company
• $51,319 — principal and interest of the Note) of $51,319 for 114,043 shares (pre-reverse split s
• $250 million — ny and have a public float of less than $250 million and annual revenues of less than $100 m
• $100 million — illion and annual revenues of less than $100 million during the most recently completed fisc
• $7,949,380 — , 2024, we had accumulated a deficit of $7,949,380. We have a limited operating history up

Filing Documents

• fusegroup20240930_10k.htm (10-K) — 837KB
• ex_753267.htm (EX-21.1) — 4KB
• ex_753265.htm (EX-31.1) — 13KB
• ex_753266.htm (EX-32.1) — 5KB
• 0001185185-24-001223.txt ( ) — 3942KB
• fsnt-20240930.xsd (EX-101.SCH) — 36KB
• fsnt-20240930_cal.xml (EX-101.CAL) — 31KB
• fsnt-20240930_def.xml (EX-101.DEF) — 157KB
• fsnt-20240930_lab.xml (EX-101.LAB) — 261KB
• fsnt-20240930_pre.xml (EX-101.PRE) — 162KB
• fusegroup20240930_10k_htm.xml (XML) — 362KB

– BUSINESS

ITEM 1 – BUSINESS 5

– RISK FACTORS

ITEM 1A – RISK FACTORS 8

- CYBERSECURITY

ITEM 1C - CYBERSECURITY 12

– PROPERTIES

ITEM 2 – PROPERTIES 13

– LEGAL PROCEEDINGS

ITEM 3 – LEGAL PROCEEDINGS 13

– MINE SAFETY DISCLOSURES

ITEM 4 – MINE SAFETY DISCLOSURES 13 PART II

– MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

ITEM 5 – MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 14

– [Reserved]

ITEM 6 – [Reserved] 14

– MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7 – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 15

– QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 7A – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 19

– FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM 8 – FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 19

– CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

ITEM 9 – CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 20

– CONTROLS AND PROCEDURES

ITEM 9A – CONTROLS AND PROCEDURES 22

- OTHER INFORMATION

ITEM 9B - OTHER INFORMATION 23

- DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

ITEM 9C - DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 23 PART III

– DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 24

– EXECUTIVE COMPENSATION

ITEM 11 – EXECUTIVE COMPENSATION 25

– SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

ITEM 12 – SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS 26

– CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

ITEM 13 – CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 27

– PRINCIPAL ACCOUNTING FEES AND SERVICES

ITEM 14 – PRINCIPAL ACCOUNTING FEES AND SERVICES 27 PART IV

– EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

ITEM 15 – EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 28 Signature 30 NOTE CONCERNING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K for the fiscal year ended September 30, 2024 ("Annual Report") of Fuse Group Holding Inc. (together with our direct or indirect subsidiaries, "we," "us," "our" or "the Company") includes forward-looking statements that involve risks and uncertainties within the meaning of the Private Securities Litigation Reform Act of 1995. Other than statements of historical fact, all statements made in this Annual Report are forward-looking, including, but not limited to (a) our projected sales, profitability, and cash flows, (b) our growth strategies, (c) anticipated trends in our industry, (d) our future financing plans and (e) our anticipated needs for working capital. They are generally identifiable by use of the words "may," "will," "should," "anticipate," "estimate," "plans," "potential," "projects," "continuing," "ongoing," "expects," "management believes," "we believe," "we intend" or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements involve risks and uncertainties that are inherently difficult to predict, which could cause actual outcomes and results to differ materially from our expectations, forecasts and assumptions. The following important factors, among others, could affect our future results and could cause those results to differ materially from those expressed in such forward-looking statements: the uncertainty of profitability based upon our history of losses; risks related to failure to obtain adequate financing on a timely basis and on acceptable terms to continue as going concern; risks related to our development of new business and international operations and currency exchange fluctuations; other risks and uncertainties related to our business plan and business strategy. Any or all of our forward-looking statements in this report may tur

– BUSINESS

ITEM 1 – BUSINESS Overview and History Fuse Group Holding Inc. (the "Company" or "Fuse Group" or "we") was incorporated under the laws of the State of Nevada on December 24, 2013. Fuse Group currently develops business opportunities in the mining, biotech and consulting areas. On December 6, 2016, the Company incorporated Fuse Processing, Inc. ("Processing") in the State of California. Processing seeks business opportunities in mining and is currently investigating potential mining targets in Asia and North America. Fuse Group is the sole shareholder of Processing. In March 2017, Processing acquired 100% ownership of Fuse Trading Limited ("Trading") for HKD1 ($0.13). Trading had no operations prior to the acquisition by Processing, and Trading was expected to be engaged in mining-related businesses. On April 22, 2022, Processing transferred 100% ownership of Trading to an unrelated third party for HKD1. On May 3, 2018, the Company incorporated Fuse Technology Inc. in the State of Nevada, which changed its name to Fuse Biotech Inc. on November 30, 2020. Fuse Group is the sole shareholder of Fuse Biotech Inc. ("Fuse Biotech"). Currently, Fuse Biotech seeks business opportunities in the biotech area. Fuse Group and Processing provide consulting services to mining industry clients to find acquisition targets within the parameters set by the clients, when the mine owner is considering selling its mining rights. The services of Fuse Group and Processing include due diligence on the potential mine seller and the mine, such as ownership of the mine and whether the mine meets all operation requirements and/or is currently in operation. The Company is diversifying its business to new growth area of consulting services, especially in the catering and culinary consulting service business. On January 4, 2017, Processing entered into a Consulting and Strategist Agreement with a consulting company for a six-month term. On July 3, 2017, Processing and the consulting company

– RISK FACTORS

ITEM 1A – RISK FACTORS An investment in the Company ' s common stock involves a high degree of risk. In addition to the following risk factors, you should carefully consider the risks, uncertainties and assumptions discussed herein, and in other documents that the Company subsequently files with the SEC, that update, supplement or supersede such information for which documents are incorporated by reference into this Report. Additional risks not presently known to the Company, or which the Company considers immaterial based on information currently available, may also materially adversely affect the Company ' s business. If any of the events anticipated by the risks described herein occur, the Company ' s business, cash flow, results of operations and financial condition could be adversely affected, which could result in a decline in the market price of the Company ' s common stock, causing you to lose all or part of your investment. We are a " smaller reporting company " and we cannot be certain if the reduced reporting requirements applicable to smaller reporting companies will make our shares of common stock less attractive to investors. We are currently a "smaller reporting company", meaning we are not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public float of less than $250 million and annual revenues of less than $100 million during the most recently completed fiscal year. Smaller reporting companies are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide t

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View this 10-K filing on SEC EDGAR