DFP Holdings Revenue Plunges 22% Amidst Mounting Losses, Going Concern Risk

TL;DR

**DFP Holdings is a sinking ship, with revenue down 22% and a going concern warning; avoid at all costs unless a miracle turnaround materializes.**

AI Summary

DFP Holdings Ltd, an emerging educational service company based in Taiwan, reported a significant decline in revenue for the fiscal year ended September 30, 2025, reaching $1,152,084, a 22.3% decrease from $1,483,227 in 2024. This revenue drop was primarily driven by a substantial reduction in participants for both offline and online self-media production studies, and a decrease in business development study participants. The company incurred a net loss of $453,527 in 2025, compared to a net loss in 2024 (specific amount not provided in excerpt). Operating expenses totaled $1,576,046 in 2025, including $394,786 in cost of revenues and $1,105,949 in general and administrative expenses. A key business change was the acquisition of Huang Tian Limited for approximately $9,120 on April 15, 2025. The company faces significant going concern risks due to the net loss and cash used in operations of $505,898 in 2025, with current funds estimated to last only six months. Strategic outlook involves increasing its customer base and revenues, but future financing is uncertain.

Why It Matters

DFP Holdings' substantial revenue decline of 22.3% and a net loss of $453,527 in fiscal year 2025 raise serious concerns for investors, signaling a deteriorating financial position. The explicit 'going concern' warning, coupled with only six months of estimated cash on hand, indicates a high risk of business failure without immediate and significant capital infusion. For employees and customers, this financial instability could lead to service disruptions or job insecurity. In the competitive educational services market, DFP's struggles highlight the challenges smaller players face in scaling and retaining market share, especially against larger, more established online learning platforms.

Risk Assessment

Risk Level: high — DFP Holdings faces a high risk level due to a net loss of $453,527 and cash used in operations of $505,898 for the year ended September 30, 2025. These factors, explicitly cited by management and the independent auditor, raise 'substantial doubt' about the company's ability to continue as a going concern within one year, with current funds projected to last only six months.

Analyst Insight

Investors should exercise extreme caution and likely avoid DFP Holdings given the explicit going concern warning, significant net loss of $453,527, and declining revenue. The company's inability to generate sufficient cash from operations ($505,898 used in 2025) suggests a high probability of further dilution or bankruptcy without a clear path to profitability and external financing.

Financial Highlights

debt To Equity

N/A

revenue

$1,152,084

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

-$453,527

eps

N/A

gross Margin

N/A

cash Position

N/A

revenue Growth

-22.3%

Revenue Breakdown

Key Numbers

• $1,152,084 — Total Revenue (for the year ended September 30, 2025, a decrease from $1,483,227 in 2024)
• $453,527 — Net Loss (for the year ended September 30, 2025)
• $505,898 — Cash Used in Operations (for the year ended September 30, 2025, contributing to going concern doubt)
• 22.3% — Revenue Decrease (from $1,483,227 in 2024 to $1,152,084 in 2025)
• 6 months — Estimated Funds Duration (management's estimate for continuing operations)
• 216,779,700 — Shares of Common Stock Outstanding (as of December 19, 2025)
• 44.4% — Mr. Hsu's Shareholding (as of September 30, 2025, owning 96,260,000 shares)
• $9,120 — Acquisition Price (for Huang Tian Limited on April 15, 2025)

Key Players & Entities

• DFP Holdings Limited (company) — registrant
• Hsu Shou Hung (person) — CEO, CFO, President, Secretary, Treasurer, sole director, and 44.4% shareholder
• Huang Tian Limited (company) — acquired subsidiary
• Tide Holdings Limited (company) — acquired subsidiary
• Vstock Transfer, LLC (company) — transfer agent
• SEC (regulator) — Securities and Exchange Commission
• FINRA (regulator) — Financial Industry Regulatory Authority
• Nevada (regulator) — state of incorporation
• Taiwan (regulator) — principal business operations location

FAQ

Risk Factors

• Going Concern Risk [high — financial]: The company faces significant going concern risks due to a net loss of $453,527 in 2025 and cash used in operations of $505,898. Current funds are estimated to last only six months, indicating a substantial risk to continued operations.
• Declining Participant Numbers [medium — operational]: Revenue decreased by 22.3% to $1,152,084 in 2025, primarily driven by a substantial reduction in participants for both offline and online self-media production studies, and a decrease in business development study participants.
• Uncertainty of Future Financing [high — financial]: The company's strategic outlook involves increasing its customer base and revenues, but future financing remains uncertain. This lack of clarity on funding sources poses a risk to executing strategic plans.
• Cybersecurity Risk Management [medium — operational]: While the organization prioritizes cybersecurity risk management with leadership oversight, the effectiveness of internal protocols in preventing, detecting, mitigating, and addressing cybersecurity incidents is crucial for business continuity.

Industry Context

DFP Holdings Ltd operates in the educational services sector in Taiwan, focusing on business development and self-media production studies. The market appears competitive, with the company experiencing a significant decline in participant numbers across its offerings. The shift towards online and offline blended learning models is a trend, but DFP's current performance indicates challenges in customer acquisition and retention.

Regulatory Implications

As a smaller reporting company, DFP Holdings Ltd is exempt from certain disclosure requirements, including a detailed risk factors section. However, the company must still comply with general SEC regulations regarding financial reporting and disclosures, especially concerning material events and risks like going concern issues.

What Investors Should Do

1. Monitor cash burn and runway closely.
2. Scrutinize the strategy for customer base and revenue growth.
3. Evaluate the impact of the Huang Tian Limited acquisition.

Key Dates

• 2025-04-15: Acquisition of Huang Tian Limited — Represents a strategic move to expand operations, though the acquisition price of $9,120 is relatively small compared to the company's overall financial situation.
• 2025-09-30: Fiscal Year End — Period for which the reported financial results, including a significant revenue decline and net loss, were recorded.
• 2025-12-19: Shares of Common Stock Outstanding — As of this date, there were 216,779,700 shares outstanding, providing context for per-share metrics if they were available.

Glossary

Smaller Reporting Company

A company that meets certain SEC criteria, allowing it to file simplified reports and be exempt from some disclosure requirements, such as detailed risk factors in an 10-K. (DFP Holdings Ltd qualifies as a smaller reporting company, explaining the absence of a detailed risk factors section.)

Person-times

A unit of measurement indicating the number of individual participations in a course or program, where one person attending multiple times counts as multiple person-times. (Used to quantify participant numbers in business development studies and membership plans.)

Going Concern

An accounting assumption that a business 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 faces significant going concern risks due to its financial performance and cash burn rate.)

Year-Over-Year Comparison

DFP Holdings Ltd reported a significant downturn in its fiscal year ended September 30, 2025, with total revenue falling by 22.3% to $1,152,084. This contrasts with the prior year's revenue of $1,483,227. The company also incurred a substantial net loss of $453,527 in 2025, a critical development that was not detailed for the prior year. Operating expenses remained high, and cash used in operations increased, leading to a severe going concern risk not explicitly highlighted in the previous filing.

Key Financial Figures

• $0.0001 — ction 12(g) of the Act: Common Stock, $0.0001 par value per share (Title of class)
• $1 — in Seychelles ("TIDE") from Mr. Hsu for $1. On April 15, 2025, the Company acqui
• $9,120 — , for a purchase price of approximately $9,120 (NT$ 300,000). As of September 30, 20
• $386,836 — participating and generated revenue of $386,836, approximately 34% of the total revenue
• $1,204 — participating and generated revenue of $1,204 approximately 0.01% of the total revenu
• $662,759 — participating and generated revenue of $662,759, approximately 57% of the total revenue
• $50 — d to pay an annual fee of approximately $50. iii. BAS commercial members : Membe
• $167 — pay a registration fee of approximately $167 and an annual fee of approximately $667
• $667 — $167 and an annual fee of approximately $667. For the year ended September 30, 202
• $7,057 — embers and generated membership fees of $7,057 to the Company. For the year ended Se
• $60,407 — ership and generated membership fees of $60,407 to the Company, approximately 5% of the
• $5.00 — ty that has a market price of less than $5.00 per share. Our Common Stock, when and i
• $1,000,000 — (generally those with assets more than $1,000,000, or annual incomes exceeding $200,000 i
• $200,000 — $1,000,000, or annual incomes exceeding $200,000 individually, or $300,000, together wit
• $300,000 — mes exceeding $200,000 individually, or $300,000, together with their spouse). For tra

Filing Documents

• form10-k.htm (10-K) — 679KB
• ex31-1.htm (EX-31.1) — 11KB
• ex32-1.htm (EX-32.1) — 6KB
• 0001493152-25-028430.txt ( ) — 4253KB
• dfph-20250930.xsd (EX-101.SCH) — 33KB
• dfph-20250930_cal.xml (EX-101.CAL) — 49KB
• dfph-20250930_def.xml (EX-101.DEF) — 129KB
• dfph-20250930_lab.xml (EX-101.LAB) — 321KB
• dfph-20250930_pre.xml (EX-101.PRE) — 260KB
• form10-k_htm.xml (XML) — 516KB

Business

Business 2 Item 1A.

Risk Factors

Risk Factors 4 Item 1B. Unresolved Staff Comments 4 Item 1C. Cybersecurity 4 Item 2.

Properties

Properties 4 Item 3.

Legal Proceedings

Legal Proceedings 4 Item 4. Mine Safety Disclosure 4 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 5 Item 6. [Reserved] 7 Item 7.

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

Management's Discussion and Analysis of Financial Condition and Results of Operations 7 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 8 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 8 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 9 Item 9A.

Controls and Procedures

Controls and Procedures 9 Item 9B. Other Information 9 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 9 PART III Item 10. Directors, Executive Officers and Corporate Governance 10 Item 11.

Executive Compensation

Executive Compensation 12 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 13 Item 13. Certain Relationships and Related Transactions, and Director Independence 14 Item 14. Principal Accounting Fees and Services 14 PART IV Item 15. Exhibits, Financial Statement Schedules 15 Item 16. Form 10–K Summary 15

SIGNATURES

SIGNATURES 16 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

forward-looking statements by terminology such as "may", "will", "should", "could", "expects",

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 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 to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. 1 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 office

Business

Business development study 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, 2025, the offline face to face business development study attracted 502 person-times participating and generated revenue of $662,759, approximately 57% of the total revenue. 3. Membership Potential members may select from the following membership plans which provide a series of services: i. Free members : Members at the free level can enjoy free and unlimited views of around 200 videos pertaining to branding analysis. ii. Subscribed members : Members who subscribe to this level can have access to unlimited viewing of around 500 advanced branding analysis videos and several related short videos. This also includes the services available to a free member. Members at this tier are estimated to pay an annual fee of approximately $50. iii. BAS commercial members : Membership at this level is tailor made for entrepreneurs. In addition to the perks of a free and subscribed member, BAS commercial members are also provided with client weekly commercial meetings (including online and offline) to increase their entrepreneurial opportunities with other professional parties. We also provide business model analysis and sales strategies for their own business development. Finally, we organize training programs for our clients at the BAS commercial member level to improve their business operations and skills. Members at this tier are estimated to pay a registration fee of approximately $167 and an annual fee of approximately $667. For the year ended September 30, 2025, 92 person-times subscribed to be the subscribed members

financial statements required by this item are in PART IV of this Annual Report

financial statements required by this item are in PART IV of this Annual Report. 8 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A. CONTROLS AND PROCEDURES DISCLOSURE

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES Under the supervision and with the participation of our management, including our principal executive and financial officer, we are responsible for conducting an evaluation of the effectiveness of the design and operation of our internal controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal year covered by this report. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission ("SEC") report

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