Kioni Holdings Swings to Profit on Soaring Revenue, Still Faces Going Concern

TL;DR

**Kioni Holdings' profit swing is a mirage; the 'going concern' warning means this stock is a hard pass until they secure real funding.**

AI Summary

Kioni Holdings Ltd reported a significant turnaround for the nine months ended September 30, 2025, achieving a net profit of $33,674, a substantial improvement from a net loss of $85,265 in the same period of 2024. This was driven by a robust increase in total revenues, which surged to $108,988 in 2025 from $33,000 in 2024, representing a 230% increase. Business advisory services contributed $60,631 in revenue, while bookkeeping and IT services generated $47,594. Operating expenses decreased to $67,606 in 2025 from $107,465 in 2024, further bolstering profitability. The company's total assets grew to $131,055 as of September 30, 2025, up from $93,005 at December 31, 2024, and stockholders' equity increased to $38,683 from $5,009. Despite these improvements, Kioni Holdings Ltd still faces a going concern risk due to an accumulated deficit of $75,317 and the need for additional capital, with management planning to seek debt financing.

Why It Matters

For investors, Kioni Holdings Ltd's dramatic shift from a net loss to a net profit of $33,674 and a 230% revenue increase signals potential operational improvements and market traction in the back-office support sector. However, the persistent 'going concern' warning and accumulated deficit of $75,317 highlight significant financial instability, making it a high-risk investment. Employees might see increased job security with revenue growth, but the company's reliance on future debt financing for continued operations could create uncertainty. Customers benefit from Kioni's expanding service offerings in a competitive market, but the company's financial fragility could impact long-term service reliability. The broader market for back-office support remains competitive, and Kioni's ability to secure additional capital will be crucial for its survival and growth against more established players.

Risk Assessment

Risk Level: high — The company explicitly states a 'going concern' risk due to an accumulated deficit of $75,317 and not yet establishing a consistent ongoing source of revenues sufficient to cover operating costs. Management's plan to seek additional debt financing offers no assurance of success, indicating significant financial instability.

Analyst Insight

Investors should exercise extreme caution and avoid Kioni Holdings Ltd until the company demonstrates a consistent ability to generate sufficient revenue to cover operating costs and successfully secures long-term financing, resolving the 'going concern' issue. Monitor future filings for concrete evidence of successful debt financing or sustained profitability.

Financial Highlights

debt To Equity

N/A

revenue

$108,988

operating Margin

N/A

total Assets

$131,055

total Debt

N/A

net Income

$33,674

eps

$0.03

gross Margin

N/A

cash Position

$5,233

revenue Growth

+230%

Revenue Breakdown

Key Numbers

• $33,674 — Net Profit (for the nine months ended September 30, 2025, a significant turnaround from a $85,265 loss in 2024.)
• $108,988 — Total Revenues (for the nine months ended September 30, 2025, up 230% from $33,000 in 2024.)
• $75,317 — Accumulated Deficit (as of September 30, 2025, indicating ongoing financial challenges despite recent profit.)
• $67,606 — Operating Expenses (for the nine months ended September 30, 2025, a decrease from $107,465 in 2024.)
• $3,612 — Net Cash from Operating Activities (for the nine months ended September 30, 2025, a positive shift from a $170,878 loss in 2024.)
• $38,683 — Stockholders' Equity (as of September 30, 2025, a substantial increase from $5,009 at December 31, 2024.)
• 1,000,000 — Common Shares Outstanding (as of September 30, 2025, with a par value of $0.0001 per share.)

Key Players & Entities

• Kioni Holdings Limited (company) — registrant
• Gold Times Holdings Limited (company) — wholly owned subsidiary acquired on June 19, 2024
• U.S. SECURITIES AND EXCHANGE COMMISSION (regulator) — filing recipient
• $33,674 (dollar_amount) — net profit for the nine months ended September 30, 2025
• $85,265 (dollar_amount) — net loss for the nine months ended September 30, 2024
• $108,988 (dollar_amount) — total revenues for the nine months ended September 30, 2025
• $33,000 (dollar_amount) — total revenues for the nine months ended September 30, 2024
• $75,317 (dollar_amount) — accumulated deficit as of September 30, 2025
• $131,055 (dollar_amount) — total assets as of September 30, 2025
• $38,683 (dollar_amount) — total equity as of September 30, 2025

FAQ

Risk Factors

• Going Concern Risk [high — financial]: Kioni Holdings Ltd faces substantial doubt about its ability to continue as a going concern due to an accumulated deficit of $75,317 as of September 30, 2025. The company has not yet established a consistent ongoing source of revenues sufficient to cover operating costs.
• Need for Additional Capital [high — financial]: The company requires additional capital resources to continue operations. Management plans to seek debt financing, but there is no assurance of success in raising the necessary funds.
• Dependence on Consulting Services [medium — operational]: The company's revenue is primarily driven by business advisory, bookkeeping, and IT services. Any downturn in demand for these services could significantly impact financial performance.

Industry Context

Kioni Holdings Ltd operates in the business consulting and back-office support sector, offering a range of services including accounting, HR, digital marketing, IT support, and general business consulting. This industry is characterized by a high degree of competition, with many firms offering specialized or comprehensive solutions. Trends include increasing demand for outsourced services driven by cost-efficiency and the need for specialized expertise, as well as the integration of technology and digital solutions.

Regulatory Implications

As a Delaware corporation, Kioni Holdings Ltd is subject to SEC regulations and reporting requirements for publicly traded companies. The company's financial disclosures, particularly regarding its going concern status and need for financing, are critical for investor protection and market transparency. Compliance with accounting standards (US GAAP) is essential for accurate financial reporting.

What Investors Should Do

1. Monitor debt financing efforts
2. Analyze revenue sustainability
3. Evaluate operating expense management

Key Dates

• 2025-09-30: Nine months ended reporting period — Demonstrated a significant turnaround with net profit of $33,674 and revenue of $108,988, a substantial increase from the prior year.
• 2024-12-31: Audited financial position — Provided the baseline for year-over-year comparisons, showing total assets of $93,005 and stockholders' equity of $5,009.
• 2024-06-19: Acquisition of Gold Times Holdings Limited — This acquisition is part of the Group's structure and may have influenced its operational capacity and financial reporting.

Glossary

Accumulated deficits

The total cumulative net losses of a company that have not been offset by net income. (Indicates the company's historical unprofitability and contributes to the going concern risk, despite recent improvements.)

Going concern

The assumption that a company will continue to operate for the foreseeable future. (The company's financial situation raises substantial doubt about its ability to continue as a going concern, necessitating management action.)

Additional paid-in capital

The amount of money a company receives from selling stock above its par or stated value. (Represents capital contributed by investors beyond the nominal share value, contributing to the company's equity base.)

Receipt in advance

Revenue that has been received by the company but not yet earned. (Represents deferred revenue, indicating future obligations to provide services.)

Year-Over-Year Comparison

Kioni Holdings Ltd has shown a dramatic improvement in its financial performance compared to the nine months ended September 30, 2024. Total revenues surged by 230% from $33,000 to $108,988, leading to a net profit of $33,674, a significant turnaround from a net loss of $85,265. Operating expenses decreased from $107,465 to $67,606, further bolstering profitability. Stockholders' equity also saw a substantial increase from $5,009 to $38,683. However, the company still faces a significant going concern risk due to an accumulated deficit of $75,317, a slight improvement from the prior period's deficit.

Key Financial Figures

• $75,317 — cern. The Group had accumulated loss of $75,317 for the period ended September 30, 2025
• $0.0001 — on stock authorized with a par value of $0.0001 per share. As of September 30, 2025, t
• $7,706 — the Company recorded cost of revenue of $7,706 (2024: $10,800) for the provision of bo
• $10,800 — corded cost of revenue of $7,706 (2024: $10,800) for the provision of bookkeeping and I
• $67,606 — total expenses and professional fees of $67,606 (2024: $107,465). General and administr
• $107,465 — and professional fees of $67,606 (2024: $107,465). General and administrative and profes
• $85,265 — ptember 30, 2025 was 33,676 (2024: loss $85,265). 10 | P a g e Table of Contents L
• $131,055 — eptember 30, 2025 our total assets were $131,055 compared to $93,005 at December 31, 202
• $93,005 — total assets were $131,055 compared to $93,005 at December 31, 2024. As at September 3
• $92,372 — r 30, 2025 our current liabilities were $92,372 compared to $87,996 in current liabilit
• $87,996 — nt liabilities were $92,372 compared to $87,996 in current liabilities as at December 3
• $38,683 — ber 31, 2024. Stockholders' Equity was $38,683 as of September 30, 2025 compared to st
• $5,009 — 025 compared to stockholders' equity of $5,009 as of December 31, 2024. Cash Flows fr
• $170,878 — perating activities increased from loss $170,878 on September 30, 2024 to positive $3,61
• $3,612 — 0,878 on September 30, 2024 to positive $3,612 on September 30, 2025 mainly from net p

Filing Documents

• kioni251112-10q.htm (10-Q) — 233KB
• kioni251212-ex311.htm (EX-31) — 12KB
• kioni251212-ex321.htm (EX-32) — 5KB
• 0002011134-25-000020.txt ( ) — 1163KB
• kioni-20250930.xsd (EX-101.SCH) — 11KB
• kioni-20250930_cal.xml (EX-101.CAL) — 7KB
• kioni-20250930_def.xml (EX-101.DEF) — 11KB
• kioni-20250930_lab.xml (EX-101.LAB) — 93KB
• kioni-20250930_pre.xml (EX-101.PRE) — 66KB
• kioni251112-10q_htm.xml (XML) — 105KB

FINANCIAL INFORMATION

PART I FINANCIAL INFORMATION Item 1 Consolidated Financial Statements (Unaudited) 3 Item 2

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 10 Item 3

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 12 Item 4

Controls and Procedures

Controls and Procedures 12

OTHER INFORMATION

PART II OTHER INFORMATION Item 1

Legal Proceedings

Legal Proceedings 13 Item 2 Unregistered Sales of Equity Securities and Use of Proceeds 13 Item 3 Defaults Upon Senior Securities 13 Item 4 Mine Safety Disclosures 13 Item 5 Other Information 13 Item 6 Exhibits 14

Signatures

Signatures 15 2 | P a g e Table of Contents

CONSOLIDATED FINANCIAL INFORMATION

PART I. CONSOLIDATED FINANCIAL INFORMATION

CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Item 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) KIONI HOLDINGS LIMITED Consolidated Statements of Financial Position (in United States dollars) SEPTEMBER 30, 2025 (UNAUDITED) DECEMBER 31, 2024 (AUDITED) US$ US$ ASSETS Current assets Cash and cash equivalents 5,233 1,621 Trade receivables 119,122 29,800 Other receivables - 54,884 Deposit 1,000 1,000 Total current assets 125,355 87,305 NON-CURRENT ASSETS Website development 5,700 5,700 Total assets 131,055 93,005 LIABILITIES AND STOCKHOLDERS'S EQUITY Current liabilities Accounts payables and accruals 76,002 71,626 Receipt in advance 16,370 16,370 Total current liabilities 92,372 87,996 STOCKHOLDER'S EQUITY Common stock, authorised 1,000,000 shares at $ 0.0001 par value per share; issued 1,000,000 shares (December 31, 2024: 1,000,00 0 shares) at $ 0.0001 par value per share 12 12 Additional paid-in capital 113,988 113,988 Accumulated deficits ( 75,317 ) ( 108,991 ) Total equity 38,683 5,009 Total Equity and Liabilities 131,055 93,005 The accompanying notes are an integral part of these

financial statements

financial statements. 3 | P a g e Table of Contents KIONI HOLDINGS LIMITED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (in United States dollars, except number of shares) THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30, 2025 2024 2025 2024 US$ US$ US$ US$ REVENUES 37,042 6,000 108,988 33,000 Cost of revenues 7,706 3,600 7,706 10,800 29,336 2,400 101,282 22,200 OPERATING EXPENSES General and administrative expenses 18,858 99,606 67,606 107,465 TOTAL OPERATING EXPENSES 18,858 99,606 67,606 107,465 NET PROFIT/ (LOSS) FROM OPERATIONS 10,478 ( 97,206 ) 33,674 ( 85,265 ) PROVISION FOR INCOME TAXES - - - - NET PROFIT/ (LOSS) 10,478 ( 97,206 ) 33,674 ( 85,265 ) Net profit/ (loss) per share: Basic and Diluted 0.01 ( 0.15 ) 0.03 ( 0.13 ) Weighted Average Number of Shares Outstanding: Basic and Diluted 1,000,000 643,598 1,000,000 643,598 The accompanying notes are an integral part of these

financial statements

financial statements. 4 | P a g e Table of Contents KIONI HOLDINGS LIMITED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED) FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 (in United States dollars) Number of Common Shares * Share Capital Amount Additional Paid-In Capital Accumulated Deficits Total US$ US$ US$ US$ US$ Balance, December 31, 2024 1,000,000 12 113,988 ( 108,991 ) 5,009 Net profit for the period - - - 13,917 13,917 Balance as of March 31, 2025 1,000,000 12 113,988 ( 95,074 ) 18,926 Net profit for the period - - - 9,279 9,279 Balance as of June 30, 2025 1,000,000 12 113,988 ( 85,795 ) 28,205 Net profit for the period - - - 10,478 10,478 Balance as of September 30, 2025 1,000,000 12 113,988 75,317 38,683 Balance, December 31, 2023 90,000 1 1,999 ( 12,950 ) ( 10,950 ) Net loss for the period - - - ( 5,864 ) ( 5,864 ) Shares issued for cash 450,000 5 9,995 - 10,000 Balance as of March 31, 2024 540,000 6 11,994 ( 18,814 ) ( 6,814 ) Net profit for the period 316,755 4 70,386 17,805 88,195 Balance as of June 30, 2024 856,755 10 82,380 ( 1,009 ) 81,381 Net loss for the period - - - ( 97,206 ) ( 97,206 ) Shares issued for cas h 143,245 2 31,608 - 31,610 Balance as of September 30, 2024 1,000,000 12 113,988 ( 98,215 ) 15,785 * Retrospectively restated for share split by 9 times with effective date of September 3, 2024. The accompanying notes are an integral part of these

financial statements

financial statements. 5 | P a g e Table of Contents KIONI HOLDINGS LIMITED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (in United States dollars) For the Nine Months Ended September 30 2025 2024 US$ US$ CASH FLOWS FROM OPERATING ACTIVITIES Net profit/ (loss) 33,674 ( 85,265 ) Gain on acquisition - ( 23,590 ) Changes in working capital: Increase in trade receivables ( 89,322 ) ( 20,400 ) Decrease/ (increase) in other receivables 54,884 ( 44,179 ) Increase in deposit - ( 1,000 ) Increase in accounts payables and accruals 4,376 13,556 Decrease in subscription deposits payables - ( 10,000 ) Net cash flows provided by/ (used in) operating activities 3,612 ( 170,878 ) CASH FLOWS FROM INVESTING ACTIVITIES Cash acquired on acquisition of subsidiaries - 67,484 CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from sale of common stock - 112,000 Net increase in cash and equivalents 3,612 8,606 Cash and equivalents at beginning of the period 1,621 1,250 Cash and equivalents at end of the period 5,233 9,856 Supplemental cash flow information: Cash paid for: Interest - - Taxes - - The accompanying notes are an integral part of these

financial statements

financial statements. 6 | P a g e Table of Contents KIONI HOLDINGS LIMITED NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 NOTE 1 - ORGANIZATION AND BUSINESS Kioni Holdings Limited (the "Company") is a corporation established under the corporation laws in the State of Delaware on November 28, 2023. The Company is engaged in the business of providing consulting and back-office support to companies. Kioni offers progressive and complete solutions for our customer's back office and administration needs. These services include accounting and bookkeeping, human resources, digital marketing and sales, IT support and general business consulting. The Company has adopted December 31 fiscal year end. The Company and its wholly owned subsidiary- Gold Times Holdings Limited, which was acquired on June 19, 2024, are referred to as the "Group". NOTE 2 - GOING CONCERN The Group's consolidated financial statements as of September 30, 2025 been prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Group has not yet established a consistent ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The Group had accumulated loss of $75,317 for the period ended September 30, 2025. These factors among others raise substantial doubt about the ability of the Group to continue as a going concern. In order to continue as a going concern, the Group will need, among other things, additional capital resources. Management's plan is to seek additional debt financing. However, management cannot provide any assurances that the Group will be successful in accomplishing any of its plans to raise the addition debt financing required for its operations. These consolidated financial statements do not inc

MANAGEMENT'S DISCUSSION AND ANALYSIS

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

FORWARD LOOKING STATEMENTS

FORWARD LOOKING STATEMENTS or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events. DESCRIPTION OF OUR BUSINESS Kioni Holdings Limited was incorporated in the State of Delaware on November 28, 2023 and established a fiscal year end of December 31. We have limited revenues, have minimal assets and have incurred losses since inception. Our business is to provide back-office support to companies. We offer progressive and complete solutions for our customer's back office and administration needs. These services include accounting and bookkeeping, human resources, digital marketing and sales, IT support and general business consulting. RESULTS OF OPERATION As of September 30, 2025, we had deficit of $75,317. Our financial statements have been prepared assuming that we w

QUANTITATIVE AND QUALITATIVE DISCLOSURES

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.

CONTROLS AND PROCEDURES

Item 4. CONTROLS AND PROCEDURES Disclosure Controls and Procedures Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Our principal executive officer and principal financial and accounting officer have reviewed the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13(a)-15(e) and 15(d)-15(e)) within the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our management concluded that as a result of material weaknesses related to lack of segregation of duties and multiple levels of review over the financial reporting process, our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Changes in Internal Controls over Financial Reporting There have been no changes in the Company's internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. 12 | P a g e Table of Contents

OTHER INFORMATION

PART II. OTHER INFORMATION

LEGAL PROCEEDINGS

Item 1. LEGAL PROCEEDINGS Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

UNREGISTERED SALES OF EQUITY SECURITIES

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS No unregistered sales of equity securities and use of proceeds during the nine month period ende

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