FUST 10-K & 10-Q changes, risk factors and insider trading

We were incorporated on December 24, 2013, and as of September 30, 2024,2025, we had accumulated a deficit of $7,949,380.$8,233,082. We have a limited operating history upon which an evaluation of our future success or failure can be made. Based upon current plans, we expect to continue generating revenues. However, our revenues may not be sufficient to cover our operating costs. We cannot guarantee we will be successful in generating significant revenues in the future. Failure to achieve a sustainable sales level will cause us to go out of business.

As of December 18,24, 2024,2025, Landbond Home Limited (“Landbond”), and its sole director,director and beneficial owner, Mr. Yong Zhang, directly and indirectly ownedowns 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 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. This concentrated ownership could delay, defer, or prevent a change of control, merger, consolidation, or sale of all or substantially all of their respective assets that other shareholders support, or conversely this concentrated control could result in the consummation of such a transaction that other shareholders do not support. This concentrated ownership could also discourage a potential investor from acquiring our common stock, due to the limited voting power of such shares. As a shareholder, even a major shareholder, Landbond is entitled to vote its shares in its own interests, which may not always be in the interests of our shareholders generally.

Our business and services and results of operations have been adversely affected and could continue to be was 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 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 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.

As a public company, we do and will continue to incur significant legal, accounting, and other expenses, including costs associated with public company reporting requirements. 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. The expenses incurred by public companies for reporting and corporate governance purposes have increased dramatically over the past several years. These rules and regulations have increased our legal and financial compliance costs substantially and make some activities more time consuming and costly. If our costs and demands upon management increase disproportionately to the growth of our business and revenue, our operating results could be harmed.

Fuse Group Holding Inc. (the “Company” or “Fuse Group” or “we”) was incorporated under the laws of the State of Nevada on December 24, 2013. Fuse Group currently develops business opportunities in the mining, biotech and consulting areas. On December 6, 2016, the Company incorporated Fuse Processing, Inc. (“Processing”) in the State of California. Processing seeks business opportunities in mining and is currently investigating potential mining targets in Asia and North America. Fuse Group is the sole shareholder of Processing. In March 2017, Processing acquired 100% ownership of Fuse Trading Limited (“Trading”) for HKD1 ($0.13). Trading had no operations prior to the acquisition by Processing, and Trading was expected to be engaged in mining-related businesses. On April 22, 2022, Processing transferred 100% ownership of Trading to an unrelated third party for HKD1. On May 3, 2018, the Company incorporated Fuse Technology Inc. in the State of Nevada, which changed its name to Fuse Biotech Inc. on November 30, 2020. Fuse Group is the sole shareholder of Fuse Biotech Inc. (“Fuse Biotech”). Currently, Fuse Biotech seeks business opportunities in the biotech area.

The Company ishas been diversifying its business to new growth area of consulting services, especially in the catering and culinary consulting service business.

In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic, and the pandemic has resulted in quarantines, travel restrictions, and the temporary closure of office buildings and facilities in the US. Our business and services and results of operations were adversely affected during the outbreak of COVID-19. The pandemic negatively impacted our business development, and disrupted or delayed our mine projects and services to our clients. 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 to meet with potential clients and mine owners for our consulting business and our own investment in mine projects. The businesses are back to normal in the U.S. and in California, however, the U.S. and global growth forecast are still uncertain, which would seriously affect people’s investment desires in mines in Mexico, Asia and internationally.

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 (pre-reverse split shares) of common stock of the Company (the “Shares”) at the conversion price of $0.45 (pre-reverse split) per share. On July 7, 2023, the Shares were issued to the Lender pursuant to an exemption from registration under Regulation S, promulgated under the Securities Act of 1933, as amended.

On December 13, 2023, the Company entered into a Consulting Agreement (the “Agreement”) with Beijing Jixiang Fengqi Tech Company Limited, a company organized under the laws of China (the “Customer”). Pursuant to the Agreement, the Company will provide consulting services to the Customer, including marketing research, competitive analysis and business development strategy in North America as well as marketing strategies, product development, identifying and partnering with local businesses or distributors and other general business advisory services. The Agreement had a term of one year from December 13th, 2023 to December 12th, 2024 and may be renewed by the parties. For the services rendered by the Company as required by the Agreement, the Customer agrees to pay a service fee to the Company of $10,000 per month, payable monthly. The Company is in the process to renew the Agreement withhas thenot Customer.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.

Results of operations for the yearsyear ended September 30, 20242025 and 20232024

For the year ended September 30, 2024,2025, the Company recorded revenue of $332,024$45,942 for the services provided. Our revenue for the year ended September 30, 20232024 was nil.$332,024. Our cost of revenues for the yearsyear ended September 30, 20242025 and 20232024 was nil and nil, respectively, resulting in a gross profit of $332,024$45,942 and nil$332,024 for the yearsyear ended September 30, 20242025 and 2023,2024, respectively. The revenues were generated from the hospitality industry consulting service for both the year ending September 30, 2025 and 2024. The decrease in revenue was mainly due to the lower demands from clients and less consulting services provided.

The major components of our expenses for the yearsyear ended September 30, 20242025 and 20232024 are in the table below:

The decrease in our operatinggeneral and administrative expenses for the year ended September 30, 2024,2025, compared to the year ended September 30, 2023, 2024, was mainly due to decrease in auditing fee by $22,000, a decrease in payrollpersonnel expensecosts by $12,501, a decrease in travel expense by $7,270, and$31,159, a decrease in professional fee by $5,594.$5,737, a decrease in office expense by $2,615, and a decrease in license and regulatory fee by $1,655, partly offset by an increase in auto expense by $21,813.

During the yearsyear ended September 30, 20242025 and 2023,2024, we had net loss of $40,361$283,702 and net loss of $474,802,$40,361, respectively.

The table below, for the periods indicated, provides selected cash flow information for the yearsyear ended September 30, 20242025 and 20232024:

Our cash used in operating activities for the yearsyear ended September 30, 20242025 and 20232024 was $60,009$289,894 and $439,770,$60,009, respectively. The decrease increase in cash outflow during the year ended September 30, 20242025 was mainly due to decreasedan increased cash outflow resulted from aan decreaseincrease in net loss lossafter noncash adjustments by $434,441,$267,763, butdespite partlywe offset byhad a decreased cash inflow on accrued interest by $11,746, increased cash outflow on other payablespayable by $40,345,$12,886 and increaseda decreased cash outflow on payment of lease liabilitypayment by $1,541.$25,110.

During the yearsyear ended September 30, 2024,2025, and 2023,2024, we did not have any investing activities.

Our cash provided by financing activities for the yearsyear ended September 30, 2025 was $243,453, and cash provided by financing activities for the year ended September 30, 2024 was $101,022. For the year ended September 30, 2025, cash provided by financing activities consisted of proceeds from convertible notes of $70,000, and 2023,proceeds from loan payable of $294,567, which was $101,022partly offset by repayment to related party of $117,369 and $433,362,repayment respectively.to EIDL loan of $3,745. For the year ended September 30, 2024, cash provided by financing activities consisted of cash advance from ourrelated CEOparty which wasof $103,550 for Company’s working capital needs, which was partly offset by repayment to EIDL loan of $2,528. For the year ended September 30, 2023, cash provided by financing activities consisted of proceeds from issuance of convertible notes of $400,000, and cash advance from CEO of $35,973, which was partly offset by repayment to EIDL loan of $2,611.

Results of operations for the sixnine months ended MarchJune 31,30, 2026 and 2025

For the sixnine months ended MarchJune 31,30, 2026, the Company recorded revenue of $7,683 for the services provided. Our revenue for the sixnine months ended MarchJune 31,30, 2025 was $19,942.$45,942. Our cost of revenue for the sixnine months ended MarchJune 31,30, 2026 and 2025 was nil and nil, respectively, resulting in a gross profit of $7,683 and $19,942$45,942 for the sixnine months ended MarchJune 31,30, 2026 and 2025, respectively. The revenues were generated from the hospitality industry consulting service for both periods. The decrease in revenue was mainly due to the lower demands from clients and less consulting services provided.

The major components of our expenses for the six nine months ended MarchJune 31,30, 2026 and 2025 are in the table below:

The decrease in our operating expenses for the six nine months ended MarchJune 31,30, 2026, compared to the sixnine months ended MarchJune 31,30, 2025, was mainly due to a decrease in personnel costs of $87,883, $131,282, a decrease in rent of $14,945,$22,550, and a decrease in utility expense of $3,250, and a decrease in auto expense of $1,369,$5,455, partly offset by an increase in professional fee of $45,042, $23,841, and an increase in commission and fee of $4,916.

Non-operating expenses was $4,570$5,093 for the six nine months ended MarchJune 31,30, 2026, compared to non-operating expenses of $606$1,985 for the sixnine months ended March 31,June 30, 2025. For the sixnine months ended MarchJune 31,30, 2026, non-operating expenses mainly consisted of interest expense on EIDL of $1,647 and interest expense on convertible notes of $2,923.$3,446. For the sixnine months ended MarchJune 31,30, 2025, non-operating expenses mainly consisted of interest expense on EIDL of $573 $1,505 and interest expense on convertible notes of $33.$480.

Results of operations for the three months ended MarchJune 31,30, 2026 and 2025

The major components of our expenses for the three months ended MarchJune 31,30, 2026 and 2025 are in the table below:

The decrease in our operating expenses for the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025, was mainly due to a decrease in personnel costs of $43,399, $43,484,a decrease in professional fee of $21,201, a decrease in rent of $7,605, and a decrease in utility expense of $1,491, and a decrease in auto expense of $828, partly offset by an increase in professional fee of $19,188, and an increase in commission and fee of $4,916.$2,205.

Non-operating expenses was $3,222$524 for the three months ended MarchJune 31,30, 2026, compared to non-operating expenses of $nil$1,379 for the three months ended March 31,June 30, 2025. For the three months ended June 30, 2026, non-operating expenses mainly consisted of interest expense on convertible notes of $524. For the three months ended June March30, 31, 2026,2025, non-operating expenses mainly consisted of interest expense on EIDL of $833 $931 and interest expense on convertible notes of $2,389. $448.

The table below provides selected working capital information as of MarchJune 31,30, 2026 and September 30, 2025:

During the sixnine months ended MarchJune 31,30, 2026 and 2025, we had net loss of $90,785$114,749 and net loss of $131,421,$204,619, respectively.

The table below, for the periods indicated, provides selected cash flow information for the sixnine months ended MarchJune 31,30, 2026 and 2025:

Our Net cash used in operating activities for the six nine months ended MarchJune 31,30, 2026 and 2025 was $79,852$115,787 and $123,796,$205,912, respectively. The decrease in cash outflow duringFor the sixnine months ended MarchJune 31,30, 20252026, the net cash used in operating activities was mainly due to our net loss of $114,749 adjusted for a decreasednet cashdecrease outflowof resulted$1,038 fromin achanges in operating assets and liabilities. The net decrease in net losschanges afterin noncashoperating adjustmentsassets and liabilities was attributable primarily to an increase of $40,636,$4,485 in partlyprepaid expenses and other receivables, partially offset by an increase of $3,447 in cash inflow on accrued interest of $2,890.interest.

During the sixnine months ended MarchJune 31,30, 2026, and 2025, we did not have any investing activities.

Our cashCash provided by financing activities for the six nine months ended MarchJune 31,30, 2026 and 2025 was $70,504$112,528 and $97,334,$146,720, respectively. For the six nine months ended MarchJune 31,30, 2026, cash provided by financing activities consisted of proceeds from loan payable of $68,857,$110,882, and cash advance from CEO of $99,100$99,099 for Company’s working capital needs, which was partly offset by repayment to EIDL loan of $97,453. For the six months ended March 31, 2025, cash provided by financing activities consisted of proceeds from convertible notes of $40,000 and cash advance from CEO of $59,850 for Company’s working capital needs, which was partly offset by repayment to EIDL loan of $2,516.

As of MarchJune 31,30, 2026, we did not have any off-balance-sheet arrangements.