FUSE GROUP's Diversification Efforts Stumble Amid Unfinished Deals

TL;DR

**FUST is a serial deal-breaker with a history of losses, making it a highly speculative bet for any investor.**

AI Summary

FUSE GROUP HOLDING INC. (FUST) reported a fiscal year ending September 30, 2025, marked by continued diversification efforts and several uncompleted or expired business initiatives. The company, which operates in mining, biotech, and consulting, saw its market value of common stock held by non-affiliates at approximately $1,835,010 as of March 31, 2025, following a 1-for-5 reverse stock split on September 19, 2024. FUST's attempts to acquire concessions rights to five mineral locations in Mexico via Portafolio en Investigacion Ambiental S.A. de C.V. for 14,285,715 pre-split shares were cancelled on October 20, 2021, due to incorrect recording and non-delivery of shares. Similarly, a planned acquisition of E-Mo Biotech Holding Inc. for 100,000,000 pre-split shares was terminated on September 30, 2021. The company also failed to close the potential acquisition of Beijing Catering Inc., a Yomie Yogurt store operator, by May 31, 2024, after an LOI extension. FUST did engage in a consulting agreement with Beijing Jixiang Fengqi Tech Company Limited from December 13, 2023, to December 12, 2024, generating $10,000 per month, but this agreement was not renewed. The company converted $716,767 in convertible promissory notes from Liu Marketing (M) SDN BHD into 1,592,816 shares on July 7, 2023, and an additional $51,319 into 114,043 shares on May 15, 2024.

Why It Matters

FUSE GROUP HOLDING INC.'s repeated failures to close significant acquisitions in mining, biotech, and catering raise serious questions about its strategic execution and ability to generate sustainable revenue. For investors, this pattern of unfulfilled deals, coupled with a history of losses and reliance on convertible debt, signals high risk and potential for further dilution. Employees and customers of potential acquisition targets, like Beijing Catering, face uncertainty due to these aborted transactions. In a competitive landscape, FUST's inability to finalize these deals suggests a lack of operational efficiency or financial capacity, potentially hindering its ability to compete effectively and grow its market share.

Risk Assessment

Risk Level: high — FUSE GROUP HOLDING INC. exhibits a high risk level due to its 'history of losses' and explicit 'risks related to failure to obtain adequate financing on a timely basis and on acceptable terms to continue as going concern.' The company's market value of common stock held by non-affiliates was only approximately $1,835,010 as of March 31, 2025, indicating a small market capitalization and limited financial resources. Furthermore, the repeated termination or expiration of significant acquisition attempts, such as the Portafolio en Investigacion Ambiental S.A. de C.V. deal and the Beijing Catering Inc. LOI, demonstrates a lack of successful business development.

Analyst Insight

Investors should exercise extreme caution and consider avoiding FUST shares given the company's consistent failure to execute on strategic acquisitions and its stated 'history of losses.' Focus on companies with proven operational success and a clear path to profitability, rather than speculative ventures with a track record of unfulfilled promises.

Key Numbers

• $1,835,010 — Aggregate market value of common stock held by non-affiliates (As of March 31, 2025, indicating small market capitalization.)
• 1-for-5 — Reverse stock split ratio (Effected on September 19, 2024, reducing outstanding shares.)
• 13,297,143 — Outstanding shares of common stock (As of December 24, 2025, post-reverse split.)
• $716,767 — Convertible promissory notes converted by Liu Marketing (M) SDN BHD (Converted into 1,592,816 shares on July 7, 2023.)
• $51,319 — Additional convertible promissory note converted by Liu Marketing (M) SDN BHD (Converted into 114,043 shares on May 15, 2024.)
• $10,000 — Monthly consulting fee (Received from Beijing Jixiang Fengqi Tech Company Limited from December 2023 to December 2024.)
• 2 — Number of full-time employees (As of the date of the Annual Report, indicating minimal operational staff.)
• 14,285,715 — Pre-reverse split shares for Portafolio acquisition (Shares prepared but not delivered, transaction cancelled.)
• 100,000,000 — Pre-reverse split shares for E-Mo Biotech acquisition (Shares not issued, acquisition terminated.)
• 120 days — Initial LOI closing period for Beijing Catering Inc. (Expired without closing or further extension.)

Key Players & Entities

• FUSE GROUP HOLDING INC. (company) — registrant
• Portafolio en Investigacion Ambiental S.A. de C.V. (company) — Mexican company with mineral concessions
• E-Mo Biotech Holding Inc. (company) — biotech acquisition target
• Beijing Catering Inc. (company) — Yomie Yogurt store operator, acquisition target
• Liu Marketing (M) SDN BHD (company) — Lender converting promissory notes
• Beijing Jixiang Fengqi Tech Company Limited (company) — consulting client
• Simon & Edward, LLP (company) — Auditor
• SEC (regulator) — Securities and Exchange Commission
• Fengyuan Jia (person) — 100% equity interest holder of Beijing Catering Inc.
• Nevada (regulator) — State of incorporation

FAQ

Risk Factors

• Going Concern and Financing Uncertainty [high — financial]: The company faces significant risks related to its ability to obtain adequate financing on a timely basis and acceptable terms, which is critical for its continuation as a going concern. This uncertainty is exacerbated by a history of losses and the need for ongoing capital to fund its diversified business initiatives.
• Diversification and Business Initiative Failures [high — operational]: FUST has experienced multiple uncompleted or expired business initiatives, including the cancellation of mineral concession rights acquisition in Mexico and the termination of planned acquisitions of E-Mo Biotech Holding Inc. and Beijing Catering Inc. These failures highlight operational challenges in executing strategic growth plans.
• Market Capitalization and Stock Performance [medium — market]: The aggregate market value of common stock held by non-affiliates was approximately $1,835,010 as of March 31, 2025, following a 1-for-5 reverse stock split. This indicates a small market capitalization, and the company's stock performance is subject to market volatility and investor sentiment.
• Limited Operational Staff [medium — operational]: The company reported only 2 full-time employees as of the date of the Annual Report. This minimal staffing level raises concerns about the company's capacity to manage its diverse operations, pursue new ventures, and ensure effective execution of its business strategy.
• History of Losses [high — financial]: The company's financial statements reflect a history of losses, creating uncertainty regarding its future profitability. This track record necessitates careful financial management and a clear path to sustainable revenue generation.
• International Operations and Currency Fluctuations [medium — operational]: The company's development of new business and international operations exposes it to risks associated with currency exchange fluctuations. These fluctuations can impact the value of international transactions and the overall financial performance.

Industry Context

FUSE GROUP HOLDING INC. operates in a highly diversified and competitive landscape, spanning mining, biotech, and consulting. The mining sector is capital-intensive and subject to commodity price volatility and regulatory hurdles. The biotech industry is characterized by long development cycles, high R&D costs, and significant regulatory oversight. The consulting sector is project-based and sensitive to economic conditions and client spending.

Regulatory Implications

The company's operations, particularly in mining and biotech, are subject to stringent regulatory frameworks in various jurisdictions. Failure to comply with environmental, health, and safety regulations in mining, or FDA/equivalent approvals in biotech, can lead to significant penalties and operational disruptions. The company's history of failed acquisitions also raises questions about due diligence and compliance processes.

What Investors Should Do

1. Monitor financing activities closely.
2. Evaluate the feasibility of future business initiatives.
3. Assess the sustainability of revenue streams.
4. Consider the impact of the reverse stock split.

Key Dates

• 2021-10-20: Cancellation of acquisition of mineral concession rights in Mexico — Indicates a failed strategic initiative and potential issues with share delivery and recording processes.
• 2021-09-30: Termination of planned acquisition of E-Mo Biotech Holding Inc. — Represents another unfulfilled acquisition, suggesting challenges in deal execution or strategic alignment.
• 2024-05-31: Expired closing period for potential acquisition of Beijing Catering Inc. — Demonstrates the company's inability to finalize a significant acquisition within the agreed timeframe.
• 2023-12-13: Commencement of consulting agreement with Beijing Jixiang Fengqi Tech Company Limited — Represents a revenue-generating activity, albeit temporary, in the consulting segment.
• 2024-12-12: End of consulting agreement with Beijing Jixiang Fengqi Tech Company Limited — Marks the cessation of a specific revenue stream, highlighting the need for ongoing business development.
• 2023-07-07: Conversion of $716,767 in convertible promissory notes into shares — Shows a reduction in debt and an increase in equity, impacting the company's capital structure.
• 2024-05-15: Conversion of additional $51,319 in convertible promissory notes into shares — Further reduction of debt and increase in equity, similar to the July 2023 conversion.
• 2024-09-19: 1-for-5 reverse stock split — Reduced the number of outstanding shares, potentially impacting per-share metrics and stock price perception.

Glossary

Reverse Stock Split

A corporate action where a company reduces the number of its outstanding shares by consolidating them. This typically increases the per-share price. (FUST executed a 1-for-5 reverse stock split on September 19, 2024, which reduced its outstanding shares and likely aimed to increase its stock price.)

Convertible Promissory Notes

Debt instruments that can be converted into a predetermined amount of equity (stock) in the issuing company. (FUST converted significant amounts of convertible promissory notes into common stock, reducing its debt obligations and increasing its share count.)

Going Concern

An accounting assumption that a company will continue to operate for the foreseeable future. If there is substantial doubt about a company's ability to continue as a going concern, it must be disclosed. (The company's risk factors explicitly mention the uncertainty of obtaining adequate financing to continue as a going concern.)

Market Capitalization

The total market value of a company's outstanding shares of stock, calculated by multiplying the current share price by the total number of shares outstanding. (FUST's market value of common stock held by non-affiliates was $1,835,010 as of March 31, 2025, indicating a small market capitalization.)

Letter of Intent (LOI)

A document outlining the preliminary understanding between parties who intend to enter into a contract or transaction. It is typically non-binding. (An LOI was used for the potential acquisition of Beijing Catering Inc., which ultimately failed to close by the extended deadline.)

Year-Over-Year Comparison

Information comparing key metrics to the previous year, such as revenue growth, margin changes, and new risks, is not available in the provided text. The filing focuses on the fiscal year ending September 30, 2025, and details past events and current risks without direct year-over-year financial comparisons.

Key Financial Figures

• $0.26 — held by non-affiliates on such date at $0.26 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 (pre-reverse split) per share. On July
• $10,000 — to pay a service fee to the Company of $10,000 per month, payable monthly. The Agreeme
• $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
• $8,233,082 — 30, 2025, we had accumulated deficit of $8,233,082. We have a limited operating history up

Filing Documents

• fust10k093025.htm (10-K) — 667KB
• fustex21-1.htm (EX-21.1) — 3KB
• fustex31-1.htm (EX-31.1) — 15KB
• fustex32-1.htm (EX-32.1) — 6KB
• fin_001.jpg (GRAPHIC) — 89KB
• 0001185185-25-002183.txt ( ) — 3851KB
• fsnt-20250930.xsd (EX-101.SCH) — 36KB
• fsnt-20250930_cal.xml (EX-101.CAL) — 28KB
• fsnt-20250930_def.xml (EX-101.DEF) — 151KB
• fsnt-20250930_lab.xml (EX-101.LAB) — 265KB
• fsnt-20250930_pre.xml (EX-101.PRE) — 166KB
• fust10k093025_htm.xml (XML) — 290KB

– BUSINESS

ITEM 1 – BUSINESS 1

– RISK FACTORS

ITEM 1A – RISK FACTORS 4

- CYBERSECURITY

ITEM 1C - CYBERSECURITY 8

– PROPERTIES

ITEM 2 – PROPERTIES 9

– LEGAL PROCEEDINGS

ITEM 3 – LEGAL PROCEEDINGS 9

– MINE SAFETY DISCLOSURES

ITEM 4 – MINE SAFETY DISCLOSURES 9 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 10

– [Reserved]

ITEM 6 – [Reserved] 10

– 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 11

– QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 7A – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 14

– FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM 8 – FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 14

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

ITEM 9 – CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 15

– CONTROLS AND PROCEDURES

ITEM 9A – CONTROLS AND PROCEDURES 16

- OTHER INFORMATION

ITEM 9B - OTHER INFORMATION 17

- DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

ITEM 9C - DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 17 PART III

– DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 18

– EXECUTIVE COMPENSATION

ITEM 11 – EXECUTIVE COMPENSATION 19

– 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 20

– CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

ITEM 13 – CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 21

– PRINCIPAL ACCOUNTING FEES AND SERVICES

ITEM 14 – PRINCIPAL ACCOUNTING FEES AND SERVICES 21 PART IV

– EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

ITEM 15 – EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 22 Signature 24 i Table of Contents NOTE CONCERNING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K for the fiscal year ended September 30, 2025 ("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 state

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View this 10-K filing on SEC EDGAR