Kioni Holdings Swings to Profit on 700% Revenue Jump

TL;DR

**Kioni Holdings' massive revenue growth and profit swing are impressive, but the ineffective disclosure controls are a red flag for any serious investor.**

AI Summary

Kioni Holdings Ltd, formed in November 2023, reported a significant financial turnaround for the fiscal year ended December 31, 2025. The company's revenues surged by 703.9% to $504,684 in 2025, up from $62,769 in 2024, primarily driven by increased business advisory services in Singapore and Hong Kong. This revenue growth propelled Kioni Holdings to a net profit of $328,025 in 2025, a substantial improvement from a net loss of $96,041 in 2024, marking a profit increase of $424,066. Operating expenses slightly decreased by 1.5% from $148,010 in 2024 to $145,837 in 2025, mainly due to lower consultancy fees. The company plans to broaden its service offerings in 2026 to include more corporate advisory and consultancy services, aiming to close a significant contract in the first half of 2026. A key risk identified is the ineffectiveness of disclosure controls and procedures as of December 31, 2025, as concluded by management.

Why It Matters

Kioni Holdings' dramatic shift from a $96,041 net loss to a $328,025 net profit, fueled by a 703.9% revenue increase, signals strong initial growth for this young back-office support provider. For investors, this demonstrates potential in the competitive Singapore and Hong Kong SME outsourcing market, especially with plans to expand into corporate advisory. However, the identified ineffectiveness of disclosure controls and procedures poses a significant governance concern, potentially impacting investor confidence and regulatory compliance. Employees and customers might benefit from the company's expansion plans, but the control deficiencies could indicate broader operational weaknesses.

Risk Assessment

Risk Level: high — The risk level is high due to the explicit statement that "our disclosure controls and procedures were not effective" as of December 31, 2025. This indicates a material weakness in financial reporting and compliance, which can lead to misstatements, regulatory penalties, and a lack of transparency for investors.

Analyst Insight

Investors should approach Kioni Holdings with extreme caution, despite the strong financial performance. Demand immediate clarification and a concrete plan from management regarding the remediation of the ineffective disclosure controls and procedures before considering any investment.

Financial Highlights

debt To Equity

N/A

revenue

$504,684

operating Margin

N/A

total Assets

$410,759

total Debt

N/A

net Income

$328,025

eps

N/A

gross Margin

N/A

cash Position

$404,398

revenue Growth

+703.9%

Revenue Breakdown

Executive Compensation

Key Numbers

• $504,684 — Total Revenues (Increased by $441,915 from $62,769 in 2024, a 703.9% increase.)
• $328,025 — Net Profit (Swung from a net loss of $96,041 in 2024, an increase of $424,066.)
• $145,837 — Total Operating Expenses (Decreased by $2,173 from $148,010 in 2024, a 1.5% decrease.)
• 12 — Total Employees (As of December 31, 2025, for the Company and its subsidiary.)
• 1,000,000 — Common Stock Shares Outstanding (As of December 31, 2025, held by 54 shareholders.)
• $410,759 — Total Assets (As of December 31, 2025, including $404,398 in current assets.)
• $77,725 — Current Liabilities (As of December 31, 2025.)
• $333,034 — Stockholders' Equity (As of December 31, 2025.)
• $249,667 — Cash Provided by Operating Activities (For the year ended December 31, 2025, compared to $179,113 cash used in 2024.)
• November 28, 2023 — Company Formation Date (Date Kioni Holdings Limited was formed.)

Key Players & Entities

• Kioni Holdings Limited (company) — registrant
• Fuli Diao (person) — President, Director, Treasurer, Secretary, and Chairman of the Board
• Cao Xiaping (person) — Director
• Hu Yao Jerry (person) — Director
• Lao Professionals (company) — independent registered public accounting firm for 2025
• Olayinka Oyebola & Co (company) — former independent registered public accounting firm for 2024
• SEC (regulator) — U.S. Securities and Exchange Commission
• Singapore (location) — business office location and market
• Hong Kong (location) — market
• Gold Times Holdings Limited (company) — Mr. Diao's previous employer

Forward-Looking Statements

• Investors will analyze the financial statements within the 10-K to assess Kioni Holdings Ltd's profitability and solvency for the 2025 fiscal year. (Kioni Holdings Ltd) — high confidence, target: 2026-04-30
• The 'Services-Management Services' sector (SIC 8741) will see increased scrutiny based on Kioni Holdings Ltd's performance outlined in this 10-K. (Services-Management Services sector) — medium confidence, target: 2026-06-30

FAQ

Risk Factors

• Ineffective Disclosure Controls [medium — operational]: Management concluded that Kioni Holdings Ltd's disclosure controls and procedures were ineffective as of December 31, 2025. This indicates potential weaknesses in the systems designed to ensure that material information is recorded, processed, summarized, and reported within required timeframes.
• Smaller Reporting Company Status [low — regulatory]: The company is designated as a smaller reporting company, which exempts it from certain reporting requirements, such as providing detailed risk factors. While this reduces compliance burden, it may limit the transparency of potential risks for investors.

Industry Context

Kioni Holdings operates in the business consulting and back-office support sector, serving Small and Medium-sized Enterprises (SMEs). The industry is characterized by a demand for cost-effective outsourcing solutions to streamline operations and enhance competitiveness. Companies like Kioni focus on providing integrated services such as accounting, HR, IT, and digital marketing to meet these needs.

Regulatory Implications

As a smaller reporting company, Kioni Holdings benefits from reduced regulatory disclosure burdens. However, the conclusion of ineffective disclosure controls and procedures as of December 31, 2025, indicates a potential area of concern for compliance and investor confidence that may attract regulatory scrutiny if not addressed.

What Investors Should Do

1. Monitor the resolution of disclosure control weaknesses.
2. Evaluate the impact of new service offerings and contract wins.
3. Analyze the sustainability of revenue growth.

Key Dates

• 2023-11-28: Company Formation — Marks the official establishment of Kioni Holdings Limited, setting the foundation for its future operations and financial reporting.
• 2024-12-31: Fiscal Year End 2024 — Reported a net loss of $96,041 and revenues of $62,769, providing a baseline for the significant turnaround in 2025.
• 2025-12-31: Fiscal Year End 2025 — Reported a net profit of $328,025 on revenues of $504,684, demonstrating substantial financial improvement and growth.
• 2026-06-30: Anticipated Contract Closing (H1 2026) — The company aims to close a significant corporate consulting contract, which is expected to further drive revenue and expand service offerings.

Glossary

Smaller Reporting Company

A company that meets certain criteria and is eligible for scaled-down disclosure requirements in its SEC filings. (Kioni Holdings Ltd qualifies as a smaller reporting company, impacting the level of detail provided in its 10-K, particularly in risk factors.)

Disclosure Controls and Procedures

Processes designed to ensure that information required to be disclosed in SEC reports is recorded, processed, summarized, and reported within the time periods specified by SEC rules and forms. (Management's conclusion of ineffectiveness for Kioni Holdings Ltd highlights a potential control deficiency that investors should note.)

Back-office Support

Services that support a company's core business operations but are not directly client-facing, such as accounting, HR, and IT. (This is the primary business area for Kioni Holdings Ltd, encompassing accounting, bookkeeping, HR, digital marketing, IT, and general business consulting.)

Year-Over-Year Comparison

Kioni Holdings Ltd has demonstrated a dramatic financial turnaround from its prior reporting period. Total revenues surged by 703.9% to $504,684 in 2025, a significant increase from $62,769 in 2024. This revenue growth propelled the company from a net loss of $96,041 in 2024 to a net profit of $328,025 in 2025. Operating expenses saw a slight decrease of 1.5%, contributing to the improved profitability. A key new risk identified is the ineffectiveness of disclosure controls and procedures as of December 31, 2025.

Key Financial Figures

• $441,915 — 4,066 Revenues Revenues increased by $441,915 from $62,769 to $504,684 primarily sinc
• $62,769 — es Revenues increased by $441,915 from $62,769 to $504,684 primarily since the revenue
• $504,684 — s increased by $441,915 from $62,769 to $504,684 primarily since the revenues in 2025 we
• $328,025 — or the year ended December 31, 2025 was $328,025 compared to the net loss of $96,041 in
• $96,041 — as $328,025 compared to the net loss of $96,041 in 2024, an increase in profit of $424,
• $424,066 — 6,041 in 2024, an increase in profit of $424,066. As explained above, a significant port
• $145,837 — any. In 2025, the total expenses were $145,837 as compared to $148,010 in the 2024 fis
• $148,010 — l expenses were $145,837 as compared to $148,010 in the 2024 fiscal year. This decrease
• $13,414 — enses in 2025 were professional fees of $13,414, Salary expenses of $98,393 and audit f
• $98,393 — nal fees of $13,414, Salary expenses of $98,393 and audit fee 13,563. General and admin
• $410,759 — ecember 31, 2025, our total assets were $410,759. Total assets were comprised of $ 404,3
• $6,361 — ised of $ 404,398 in current assets and $6,361 in intangible assets. As of December 3
• $77,725 — 31, 2025, our current liabilities were $77,725 and Stockholders' equity was $333,034.
• $333,034 — re $77,725 and Stockholders' equity was $333,034. CASH FLOWS FROM OPERATING ACTIVITIES
• $249,667 — r the years ended December 31, 2025 was $249,667 and cash used in operating activities f

Filing Documents

• kioni260324-10k.htm (10-K) — 256KB
• kioni260324-ex311.htm (EX-31) — 12KB
• kioni260324-ex321.htm (EX-32) — 5KB
• 0002011134-26-000007.txt ( ) — 273KB

Business

Business 1 Item 1A

Risk Factors

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

Properties

Properties 1 Item 3

Legal Proceedings

Legal Proceedings 1 Item 4 Mine Safety Disclosures 1 PART II Item 5 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 1 Item 6 [Reserved] 1 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 2 Item 7A

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 2 Item 8

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 2 Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 2 Item 9A

Controls and Procedures

Controls and Procedures 3 Item 9B Other Information 3 PART II I Item 10 Directors, Executive Officers and Corporate Governance 3 Item 11

Executive Compensation

Executive Compensation 6 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 7 Item 13 Certain Relationships and Related Transactions, and Director Independence 7 Item 14 Principal Accountant Fees and Services 7 PART IV Item 15 Exhibits and Financial Statement Schedules 16 Item 16 Form 10-K Summary 16

Signatures

Signatures i | P a g e Table of Contents PART I

Business

ITEM 1. Business Kioni Holdings Limited was formed on November 28, 2023. Kioni is engaged in the business of providing 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. As of December 31, 2025, the Company and its subsidiary employ a total of 12 employees Our business office is located at 114 Lavender, Street, #08-72 CT Hub 2, Singapore 338729, and our telephone number is +(617) 313-3243.

Risk Factors

Item 1A. Risk Factors Not applicable for smaller reporting companies.

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments None.

Cybersecurity

ITEM 1C. Cybersecurity None

PROPERTIES

ITEM 2. PROPERTIES We do not own any real estate or other properties.

LEGAL PROCEEDINGS

ITEM 3. LEGAL PROCEEDINGS We are not involved in any pending legal proceeding nor are we aware of any pending or threatened litigation against us.

MINE SAFETY DISCLOSURES

ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II

Market for Registrant's Common Equity,

ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information As of December 31, 2025, no shares of our common stock are traded. Number of Holders As of December 31, 2025, the 1,000,000 issued and outstanding shares of common stock were held by a total of 54 shareholders of record. Dividends No cash dividends were paid on our shares of common stock during the fiscal years ended December 31, 2025 and 2024. Recent Sales of Unregistered Securities None. Purchase of our Equity Securities by Officers and Directors None. Other Stockholder Matters None.

SELECTED FINANCIAL DATA

ITEM 6. SELECTED FINANCIAL DATA Not applicable for smaller reporting companies . 1| P a g e Table of Contents

MANAGEMENT'S DISCUSSION AND ANALYSIS

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

Management's discussion and analysis of the Company's

Management's discussion and analysis of the Company's financial condition and results of operations for the year ended December 31, 2025, and comparison to the year ended December 31, 2024 should be read in conjunction with the consolidated financial statements and notes of this Annual Report on Form 10-K. During the year ended December 31, 2025, the Company was establishing its business in its markets in Singapore and Hong Kong. The Company focused on marketing its back office service offerings and setting up additional corporate services to assist SMEs to outsource their external functions to reduce costs and be more cost competitive. In 2026, we will broaden our service offerings to take on more corporate advisory and consultancy services (such services will not involve or be related to fundraising activities). We are in discussion with a few sizeable companies to streamline their corporate activities to expand their operations in Asia and North America. We anticipate closing one such corporate consulting contract in the first half of 2026. CONSOLIDATED RESULTS OF OPERATIONS Year ended December 31, 2025 Year ended December 31, 2024 Increase/ (decrease) US$ US$ US$ REVENUES 504,684 62,769 441,915 Cost of revenues (30,822) (10,800) 20,022 473,862 51,969 421,893 OPERATING EXPENSES General and administrative expenses 145,837 148,010 (2,173) TOTAL OPERATING EXPENSES (145,837) (148,010) (2,173) NET LOSS FROM OPERATIONS 328,025 (96,041) 424,066 PROVISION FOR INCOME TAXES - - - NET PROFIT/ (LOSS) 328,025 (96,041) 424,066 Revenues Revenues increased by $441,915 from $62,769 to $504,684 primarily since the revenues in 2025 were increase business advisory in 2025. Net profit for the year ended December 31, 2025 was $328,025 compared to the net loss of $96,041 in 2024, an increase in profit of $424,066. As explained above, a significant portion of the profit for 2025 is attributable to an

QUANTITATIVE AND QUALITATIVE DISCLOSURES

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not applicable for smaller reporting companies.

F INANCIAL STATEMENTS AND SUPPLEMENTARY

ITEM 8. F INANCIAL STATEMENTS AND SUPPLEMENTARY DATA Consolidated financial statements as of December 31, 2025 was audited by Lao Professionals, and 2024 was audited by Olayinka Oyebola & Co, the Company's independent auditors, as indicated in their report included appearing at page 7.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE On November 3, 2025, the Board of Directors of Kioni Holdings Limited. (the "Company") approved the engagement of LAO Professionals as the Company's independent registered public accounting firm for the fiscal year ended December 31, 2025, effective immediately, and dismissed Olayinka Oyebola & Co ("OOC"), as the Company's independent registered public accounting firm. 2 | P a g e Table of Contents

CONTROLS AND PROCEDURES

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures As required by Rule 13a-15 under the Exchange Act, our management evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025. Our management, with the participation of our president (our principal executive officer, principal accounting officer and principal financial officer), evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this report. Based on this evaluation, our president (our principal executive officer, principal accounting officer and principal financial officer) has concluded that, as of the end of such period, our disclosure controls and procedures were not effective to ensure that information that is required to be disclosed by us in the reports we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms and (ii) accumulated and communicated to our management, including our president (our principal executive officer and our principal accounting officer and principal financial officer), as appropriate, to allow timely decisions regarding required disclosure. Management's Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed by, or under the supervision of, our president (our principal executive officer and our principal accounting officer and principal financial officer), to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial

OTHER INFORMATION

ITEM 9B. OTHER INFORMATION None.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Our directors were elected to serve until the next annual meeting of shareholders and until their respective successors will have been elected and will have qualified. The following table sets forth the name, age and position held with respect to our present executive officers and directors: Name Age Position(s) Date First Elected or Appointed Fuli, Diao 35 President, Director, November 28, 2023 Treasurer, Secretary Cao Xiaping 49 Director August 21, 2024 Hu Yao Jerry 67 Director August 21, 2024 3 | P a g e Table of Contents BACKGROUND INFORMATION ABOUT OUR OFFICERS AND DIRECTORS Mr. Fuli Diao ("Mr. Diao"), age 35, for the past 3 years Mr Diao is the Managing Director of Gold Times Holdings Limited ("GTHL"), an investors relations and business consulting services firm for the Greater China and Southeast Asia region. Mr. Diao is the non-executive director of Oakridge International Limited, a medical technology devices company listed on the Australia Securities Exchange since 2020. Prior to joining GTHL, Mr. Diao worked in Aisa Times (Hong Kong) Limited focused on business development in the media and consultancy for Greater China area. Mr Diao has broad experience in marketing and consulting services. Mr. Diao is currently a guest professor for the Business School at the Guizhou Education University in China. Mr. Diao holds a Master's Degree in Social Policy from the Chinese University of Hong Kong and also holds dual degrees in Bachelor of Business Administration and English Literature from Shanghai International Studies University. Dr. Cao Xiaping (Dr. Cao), age 49, currently holds a faculty position at Hang Seng Business School and research fellow of ESG center. Dr Cao has taught at Sun Yat-sen University and Singapore Management University. Dr. Cao is an expert in finance, innovation and entrepreneurship with great experience in building innovation driven

EXECUTIVE COMPENSATION

ITEM 11. EXECUTIVE COMPENSATION The following table shows for the fiscal years ending December 31, 2025 and 2024, the compensation awarded or paid by the Company to its executive officers. No executive officers of the Company had total salary and bonus exceeding $100,000 during such year. SUMMARY COMPENSATION TABLE Name and principal position Fiscal year Salary ($) Stock awards ($)(1)(2) Option awards ($) All other compensation ($) Total ($) Mr. Fuli Diao 2025 78,855 - - - 78,855 President, Director, Treasurer, Secretary 2024 - - - - - Dr. Cao Xiaping (1) 2025 4,624 - - - 4,624 Director 2024 1,679 - - - 1,679 Mr. Hu Yao Jerry (2) 2025 4,624 - - - 4,624 Director 2024 1,679 - - - 1,679 (1) Dr. Cao Xiaping was appointed Director of the Company on August 21, 2024. (2) Dr Mr. Hu Yao Jerry was appointed Director of the Company on August 21, 2024. Narrative Disclosure to Summary Compensation Table There are no employment contracts, compensatory plans or arrangements, including payments to be received from our company with respect to any executive officer, that would result in payments to such person because of his or her resignation, retirement or other termination of employment with our company, or its subsidiaries, any change in control, or a change in the person's responsibilities following a change in control of our company. Options Grants During the Last Fiscal Year / Stock Option Plans We do not currently have a stock option plan in favor of any director, officer, consultant or employee of our company. No individual grants of stock options, whether or not in tandem with stock appreciation rights known as SARs or freestanding SARs have been made to any executive officer or director during the last fiscal year; accordingly, no stock options have been granted or exercised by any of the officers or directors during our last fiscal year. Aggregated

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