FUST

MKT CAP $1.4MP/E —DIV YIELD —FCF YIELD —REV TTM $8K −95.6%NET INCOME −$194KNET DEBT $77K52W 0.08 – 0.90SEC XBRL · TTM TO Invalid Date

How FUST rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

Text kept

84%

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Length

−161

words, now 5,932

New in FY2025

We undertake no obligation to update forward-looking statements to reflect subsequent events, changed circumstances or the occurrence of unanticipated events. ii PART I ITEM 1 – BUSINESS Overview and History Fuse Group Holding Inc.
The Company has been diversifying its business to new growth area of consulting services, especially in the catering and culinary consulting service business.
On June 30, 2023, the Company received a written notice from Liu Marketing (M) SDN BHD (the “Lender”), pursuant to certain Convertible Promissory Notes made by the Company in favor of Lender on February 15, 2022, March 23, 2022, June 9, 2022, July 1, 2022, August 19, 2022, October 6, 2022, November 7, 2022, December 16, 2022, January 30, 2023, February 24, 2023, April 10, 2023 and May 29, 2023 (the “Notes”), that the Lender elected to convert all of the Notes balances (including principal and interest of the Notes) of $716,767 for 1,592,816 shares of common stock of the Company (the “Shares”) at the conversion price of $0.45 (pre-reverse split) per share.
The Agreement has not been renewed upon its expiration as of December 12, 2024.
On May 15, 2024, the Company received a written notice from Liu Marketing (M) SDN BHD (the “Lender”), pursuant to certain Convertible Promissory Note made by the Company in favor of Lender on June 29, 2023 (the “Note”), that the Lender elected to convert all of the Note balances (including principal and interest of the Note) of $51,319 for 114,043 shares (pre-reverse split shares) of common stock of the Company (the “Shares”) at the conversion price of $0.45 (pre-reverse split) per share.
We were incorporated on December 24, 2013, and as of September 30, 2025, we had accumulated deficit of $8,233,082.
As of December 24, 2025, Landbond Home Limited (“Landbond”), and its sole director and beneficial owner, Mr.
Yong Zhang, directly and indirectly owns 4,209,373 shares, or 31.7%, of our outstanding common stock.
Landbond’s beneficial ownership of 31.7% of our issued and outstanding common stock gives it significant influence to the outcome of matters submitted to shareholders for approval in the future, including the election of directors and any merger, consolidation, or sale of all or substantially all of their respective assets.
Our business and services and results of operations was adversely affected by the COVID-19 pandemic.
The effects of quarantines, travel restrictions, and the temporary closure of office buildings negatively impacted our business development, and disrupted or delayed our mine projects and services to our clients during the outbreak.
These and similar, and perhaps more severe, disruptions of pandemic in our operations could negatively impact our business, operating results and financial condition.
Quarantines, travel restrictions, shelter-in-place and other restrictions related to COVID-19 impacted our abilities to visit mines in Mexico and Asian counties as well as meeting with potential clients and miner owners for our consulting business and our own investment in mine projects during the outbreak.
We also have incurred and will incur costs associated with corporate governance requirements, including requirements under Section 404 and other provisions of Sarbanes-Oxley, as well as rules implemented by the SEC and the OTC Markets on which our common stock is traded.

Gone since FY2024

We undertake no obligation to update forward-looking statements to reflect subsequent events, changed circumstances or the occurrence of unanticipated events.
PART I ITEM 1 – BUSINESS Overview and History Fuse Group Holding Inc.
The Company is diversifying its business to new growth area of consulting services, especially in the catering and culinary consulting service business.
On June 30, 2023, the Company received a written notice from Liu Marketing (M) SDN BHD (the “Lender”), pursuant to certain Convertible Promissory Notes made by the Company in favor of Lender on February 15, 2022, March 23, 2022, June 9, 2022, July 1, 2022, August 19, 2022, October 6, 2022, November 7, 2022, December 16, 2022, January 30, 2023, February 24, 2023, April 10, 2023 and May 29, 2023 (the “Notes”), that the Lender elected to convert all of the Notes balances (including principal and interest of the Notes) of $716,767 for 1,592,816 shares of common stock of the Company (the “Shares”) at the conversion price of $0.45 per share.
The Company is in the process to renew the Agreement with the Customer.
On May 15, 2024, the Company received a written notice from Liu Marketing (M) SDN BHD (the “Lender”), pursuant to certain Convertible Promissory Note made by the Company in favor of Lender on June 29, 2023 (the “Note”), that the Lender elected to convert all of the Note balances (including principal and interest of the Note) of $51,319 for 114,043 shares (pre-reverse split shares) of common stock of the Company (the “Shares”) at the conversion price of $0.45 per share.
We were incorporated on December 24, 2013, and as of September 30, 2024, we had accumulated a deficit of $7,949,380.
As of December 18, 2024, Landbond Home Limited (“Landbond”), and its sole director, Mr.
Yong Zhang, directly and indirectly owned 4,209,373 shares, or 31.7%, of our then outstanding common stock.
Landbond’s beneficial ownership of 31.7% of our issued and outstanding common stock give it significant influence to the outcome of matters submitted to shareholders for approval in the future, including the election of directors and any merger, consolidation, or sale of all or substantially all of their respective assets.
Our business and services and results of operations have been adversely affected and could continue to be adversely affected by the COVID-19 pandemic.
The effects of quarantines, travel restrictions, and the temporary closure of office buildings have negatively impacted our business development, and disrupted or delayed our current mine projects and services to our clients during the outbreak.
These and similar, and perhaps more severe, disruptions in our operations could negatively impact our business, operating results and financial condition.
Quarantines, travel restrictions, shelter-in-place and other restrictions related to COVID-19 have impacted our abilities to visit mines in Mexico and Asian counties as well as meeting with potential clients and miner owners for our consulting business and our own investment in mine projects during the outbreak.
The global economy was materially negatively affected by COVID-19 and it is difficult to predict any new variants or outbreak of COVID-19, however, a widespread pandemic could result in significant disruption of global financial markets, reducing our ability to access capital, which could negatively affect our liquidity.
In addition, a recession or market correction resulting from the outbreak of a pandemic could materially affect our business and the value of our common stock.
Further, as we do not have access to a revolving credit facility, there can be no assurance that we would be able to secure commercial debt financing in the future in the event that we require additional capital.
We currently believe that our financial resources will be adequate to see us through the next 12 months.
However, in the event that we do need to raise capital in the future, the outbreak-related instability in the securities markets could adversely affect our ability to raise additional capital.
We also have incurred and will incur costs associated with current corporate governance requirements, including requirements under Section 404 and other provisions of Sarbanes-Oxley, as well as rules implemented by the SEC and the OTC Markets on which our common stock is traded.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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