Annual Report for Fiscal Year Ending March 31, 2026 (Form 10-K)

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

This discussion summarizes the significant factors affecting the operating results, financial condition, liquidity and cash flows of the Company and its subsidiary for the fiscal years ended March 31, 2026, and 2025. The discussion and analysis that follows should be read together with the section entitled "Cautionary Note Concerning Forward-Looking Statements" and our consolidated financial statements and the notes to the consolidated financial statements included elsewhere in this annual report on Form 10-K.

Except for historical information, the matters discussed in this section are forward looking statements that involve risks and uncertainties and are based upon judgments concerning various factors that are beyond the Company's control. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report.

Currency and exchange rate

Unless otherwise noted, all currency figures quoted as "U.S. dollars", "dollars" or "US$" refer to the legal currency of the United States. References to "Hong Kong Dollar" are to the Hong Kong Dollar, the legal currency of the Hong Kong Special Administrative Region of the People's Republic of China. Throughout this report, assets and liabilities of the Company's subsidiary are translated into U.S. dollars using the exchange rate on the balance sheet date. Revenue and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statement of stockholders' equity.

Numerical information in this report is presented on a rounded basis using actual amounts. Minor differences in totals and percentage calculations may exist due to rounding.

Overview.

We are not required to obtain permission from the Chinese authorities to operate or to issue securities to foreign investors.

ZICX is a Nevada holding company that through its subsidiary provides technology driven digital marketing and advertising solutions. ZICX conducts its business through its wholly owned subsidiary, ASN Zone One Limited, a company registered in Hong Kong ("ASN"). ASN began operations in Hong Kong on September 2, 2022, and was engaged in the storage network business. It was dedicated to developing a platform that would enable businesses to optimize their logistics processes through a single platform. In attempting to develop its platform, ASN encountered market challenges that adversely affected the Hong Kong logistics business as a whole including limited cost-effective land supply for logistics uses, including modern well-located warehouses, government land reclamation and re-zoning efforts, inadequate infrastructure support, high land, labor, energy, and vehicle costs, disruption in US-China trade, and uncertain global trade policies, trade wars and tariffs. In light of these challenges, ASN elected to suspend development of its logistics platform and transitioned to developing a marketing and advertising platform in November 2024.

ASN's current core offering is an "AI-Enabled Global Network Marketing and Advertising Platform," which integrates cutting-edge hardware (e.g., naked eye 3D LED displays) with smart software systems to deliver end-to-end services for clients' global business expansion. ASN began operations on September 02, 2022, and operates in Hong Kong. ASN currently is speaking with potential clients such as media outlets in Hong Kong and China to convert some of the outdoor advertising from 2D to 3D. ASN intends to focus on extending its reach to the Middle East by the end of 2026. Thereafter as financing permits, ASN hopes to expand to North Africa, US, Europe, and Asia.

We are a development stage company.

We reported a net loss of $1,388,179 and $3,294,418 for the years ended March 31, 2026 and 2025, respectively. We had current assets of $507,486 and current liabilities of $3,233,629 as of March 31, 2026. As of March 31, 2025, our current assets and current liabilities were $797,204 and $1,520,407, respectively.

Our financial statements for the years ended March 31, 2026, and 2025 have been prepared assuming that we will continue as a going concern. Our continuation as a going concern is dependent upon improving our profitability and the continuing financial support from our stockholders and external fund-raising through private placements. Our sources of capital in the past have included the sale of equity securities, which include common stock sold in private transactions and public offerings, capital leases and short-term and long-term debts.

Results of Operations.

The following table sets forth key components of our results of operations for the years ended March 31, 2026 and 2025.

		2026				2025				variance				variance
		US$				US$				US$				%
Revenues, net			730,563				70,068				660,495				943%
Cost of revenue			(480,461	)			(15,170	)			(465,291	)			3,067%
Gross profit			250,102				54,898				195,204				356%
Operating expenses:
Impairment loss on accounts receivable			(430,027	)			-				(430,027	)			100%
General and administrative expenses			(1,326,751	)			(864,406	)			(462,345	)			53%
Total operating expenses			(1,756,778	)			(864,406	)			(892,372	)			103%
Loss from continuing operations			(1,506,676	)			(809,508	)			(697,168	)			86%
Other income (expense):
Interest income			-				133				(133	)			(100%	)
Impairment loss on goodwill			-				(1,376,083	)			1,376,083				(100%	)
Interest expenses on bonds payable, convertible debts and promissory note			(423,902	)			(265,144	)			(158,758	)			60%
Interest on lease liabilities			(38,063	)			(14,678	)			(23,385	)			159%
Change in fair value of convertible debts and promissory note			567,656				(53,814	)			621,470				(1,155%	)
Sundry income			12,806				71,910				(59,104	)			(82%	)
Total other income (expenses), net			118,497				(1,637,676	)			1,756,173				107%
Loss before income taxes from continuing operations			(1,388,179	)			(2,447,184	)			1,059,005				(43%	)
Income tax expense			-				-				-				-
Net loss from continuing operation			(1,388,179	)			(2,447,184	)			1,059,005				(43%	)
Discontinued operations
Net loss from discontinued operations, net of tax			-				(847,234	)			847,234				(100%	)
Net loss			(1,388,179	)			(3,294,418	)			1,906,239				58%

Revenue

Our overall revenue increased by approximately $660,495, to $730,563 for the year ended March 31, 2026, from $70,068 for the year ended March 31, 2025. The growth primarily from acquiring of ASN, the revenue is generated from product sales and cloud services for the year ended March 31, 2026.

The following table summarizes revenue from contracts with customers, disaggregated by revenue source, for the years ended March 31, 2026 and 2025:

		Year Ended March 31,
		2026				2025				variance				variance
		US$				US$				US$				%
Revenue
Product sales			300,536				70,068				230,468				329%
Cloud consulting services			430,027				-				430,027				100%
Total revenue			730,563				70,068				660,495				943%

Revenue

Product sales

The revenue amounted to $300,536 for the year ended March 31, 2026, which represented the sales of LED carriage boxes, air cargo pallets and components. The increase mainly resulted from the acquisition of ASN.

Cloud consulting services

The revenue amounted to $430,027 for the year ended March 31, 2026, which represented the cloud consulting services income. The increase mainly resulted from the acquisition of ASN.

Cost of revenue

The following table sets forth the breakdown of our cost of revenue for the years ended March 31, 2026 and 2025:

		Year Ended March 31,
		2026				2025				variance				variance
		US$				US$				US$				%
Cost of services rendered			407,860				-				407,860				100%
Cost of goods sold			72,601				-				72,601				100%
Delivery cost			-				15,170				(15,170	)			(100%	)
Total cost of revenue			480,461				15,170				465,291				3,067%

The cost of revenue amounted to $480,461 for the year ended March 31, 2026, which represented the cost of goods sold of air cargo pallets and cost of services rendered of cloud consulting services. The increase mainly resulted from the new business segment.

Gross profit and gross profit margin

Our total gross profit was $250,102 for the year ended March 31, 2026, as compared to $54,898 for the year ended March 31, 2025, an increase of $195,204. The increase in total gross profit was primarily due to the new business segment.

General and administrative expenses

General and administrative expenses mainly consist of legal and professional fees, payroll expenses and other miscellaneous administrative expenses. The Company incurred general and administrative expenses of $1,326,751 for the year ended March 31, 2026, compared to $864,406 for the year ended March 31, 2025, an increase of $462,345 or 103%. The increase in general and administrative expenses was primarily due to an increase in business consulting fees about Dubai operations and business development advisory fees and legal and professional fees of $420,000.

Other income (expense)

Our other income (expense) primarily included interest income, impairment of goodwill, interest expenses on bonds payable, convertible debts and promissory note, interest on lease liabilities and change in fair value of convertible debts and promissory note. The following sets forth the breakdown of our other expense, net:

		2026				2025				variance				variance
		US$				US$				US$				%
Interest income			-				133				(133	)			(100%	)
Impairment loss on goodwill			-				(1,376,083	)			1,376,083				(100%	)
Interest expenses on bonds payable, convertible debts and promissory note			(423,902	)			(265,144	)			(158,758	)			60%
Interest on lease liabilities			(38,063	)			(14,678	)			(23,385	)			159%
Change in fair value of convertible debts and promissory note			567,656				(53,814	)			621,470				(1,155%	)
Sundry income			12,806				71,910				(59,104	)			(82%	)
Total other income (expenses), net			118,497				(1,637,676	)			1,756,173				107%

For the year ended March 31, 2026, other income (expenses), net, decreased by $1,756,173. Such a decrease was mainly resulting from the other expenses such as impairment loss on goodwill, interest expenses on bonds payable, convertible debts and promissory note, change in fair value of convertible debts and promissory note during the year ended March 31, 2026.

Income tax expense

We did not incur income tax expense for the years ended March 31, 2026 and 2025.

Net loss from continuing operations, net of tax

The net loss from continuing operations decreased to $1,388,179 for the year ended March 31, 2026, as compared to net loss $2,447,184 for the year ended March 31, 2025. The decrease in loss was mainly due to decrease other expenses, as explained above.

Net loss from discontinued operations

The net loss from discontinued operations decreased to $0 for the year ended March 31, 2026, compared to a net loss of $847,234 for the year ended March 31, 2025. The discontinued operations were completed closed down during 2026.

Liquidity and Capital Resources

As of March 31, 2026, we had cash and cash equivalents of $0.

As of March 31, 2026, we had working capital deficit of $2,726,143 and an accumulated deficit of $5,702,252. Our material cash requirements are highly dependent upon the additional financial support from our stockholders in the next 12 - 18 months.

For the year ended March 31, 2026, we incurred an operating loss of $1,388,179 and reported a working capital deficit of $2,726,143 and accumulated deficit of $5,702,252. Since March 2026, we have experienced temporary cessation of Dubai business operations due to an inability to execute the scheduled product shipments to our regional distribution hub in Dubai, resulting from regional supply chain and transit disruptions caused by U.S.-Iraq conflict. As of March 31, 2026, our bank accounts had been suspended, resulting in no cash balances, also certain overdue convertible debts totaling approximately $326,700 (principal and unpaid interest) were in default. We have funded its operations and capital expenditure primarily through financial support from our stockholders and directors. Our continuation as a going concern is dependent upon improving profitability, securing continued financial support from our stockholders or raising additional capital through external fund-raising, such as, private placements. Management believes the existing stockholders will provide additional cash to meet with our obligations as they become due. However, there is no assurance that we will be successful in securing sufficient funds to sustain the operations.

Management is actively negotiating with holders of convertible debts and note totaling approximately $947,000 to restructure or extend repayment terms. These negotiations include discussions on potential debt-to-equity conversions, revised maturity schedules, and partial settlements to alleviate immediate liquidity pressure. While some binding agreements have been finalized as of the date of this filing, management believes that constructive progress has been made and that creditors are receptive to restructuring proposals.

These raise substantial doubt about our ability to continue as a going concern. These consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.

Cash Flows

The following summarizes the key component of our cash flows for the years ended March 31, 2026 and 2025:

		Years Ended March 31,
		2026				2025
Net cash used in operating activities - continuing operations		$	(162,661	)		$	(523,964	)
Net cash used in operating activities - discontinued operations		$	-			$	(313,839	)
Net cash used in investing activities - continuing operations		$	-			$	(15,953	)
Net cash provided by investing activities - discontinued operations		$	-			$	31,490
Net cash provided by financing activities - continuing operations		$	94,542			$	916,506
Net cash provided by financing activities - discontinued operations		$	-			$	-
Foreign currency translation adjustment		$	(21,861	)		$	(4,260	)
Net change in cash and cash equivalents		$	(89,980	)		$	89,980
Cash and cash equivalents at the beginning of the year		$	89,980			$	-
Cash and cash equivalents at the end of the year		$	-			$	89,980

Operating Activities

Net Cash Used in Operating Activities - Continuing operations

For the year ended March 31, 2026, net cash used in operating activities in continuing operations was $162,661, which consisted primarily of net loss of $1,388,179, offset by an increase in accounts payable of $406,502, an increase in accrued liabilities and other payables of $980,045, a decrease in inventories of $72,914, and a decrease in prepayments and other current assets of $53,065, and further offset by a decrease of lease liabilities of $263,468, and adjusted for non-cash items of depreciation of plant and equipment of $25,491, amortization of right-of-use assets of $201,760, amortization of debt discount of $278,802, interest expenses on lease liabilities of $38,063 and fair value change of convertible debts and promissory note of $567,656.

Net Cash Used in Operating Activities - Discontinued operations

There was no cash flow from operating activities for discontinued operations for the year ended March 31, 2026.

For the year ended March 31, 2025, net cash used in operating activities for discontinued operations was $313,839, which consisted primarily of net loss of $847,234, current liabilities of discontinued operations of $393,924 and offset by current assets of discontinued operations of $927,319.

Investing Activities

Net Cash Used In Investing Activities - Continuing operations

There was no cash flow from investing activities for continuing operations for the year ended March 31, 2026.

For the year ended March 31, 2025, net cash used in investing activities for continuing operations of $15,953, represents purchase of plant and equipment during the years.

Net Cash Provided by Investing Activities - Discontinued operations

There was no cash flow from investing activities for discontinued operations for the year ended March 31, 2026.

.

For the year ended March 31, 2025, net cash provided by investing activities for discontinued operations was $31,490, which consisted primarily of decrease in current liabilities of discontinued operations of $2,078,705 and offset by decrease in current assets of discontinued operations of $2,047,215.

Financing Activities

Net Cash Provided by Financing Activities - Continuing operations

For the year ended March 31, 2026, net cash provided by financing activities for continuing operations was $94,542 which consisted primarily of subscription proceeds from private placement of $430,000 and advance to a related party of $73,075 and offset by repayment of bonds payable and convertible debts of $332,916 and repayment to a shareholder of $75,617.

For the year ended March 31, 2025, net cash provided by financing activities for continuing operations was $916,506 which consisted primarily of proceeds from convertible promissory note of $200,000, subscription proceeds from private placement of $780,000 and advance from a shareholder of $87,215 and offset by repayment of bonds payable and convertible debts of $121,584 and repayment to a related party of $29,125.

Net Cash Provided by Financing Activities - Discontinued operations

There was no cash flow from financing activities for discontinued operations for the years ended March 31, 2026, and 2025.

Off-Balance Sheet Arrangements

As of March 31, 2026 and 2025, we had not entered any material off-balance sheet transactions and arrangements. We have not entered into any guarantees or other commitments to guarantee the payment obligations other than those which arise out of normal business operations.

Capital Expenditures

Our capital expenditures amounted to approximately $0 and $15,953 relating to the purchase of plant and equipment for the years ended March 31, 2026 and 2025, respectively, mainly for use in our operations.

Commitments and contingencies

From time to time, we may be involved in various legal proceedings and claims in the ordinary course of business. We currently are not aware of any legal proceedings or claims that it believes will have, individually or in the aggregate, a material adverse effect on its business, financial condition, operating results, or cash flows.

As of March 31, 2026 and 2025, we did not have any significant commitments and contingencies involved, except for the below:

Pursuant to the Stock Purchase Agreement dated July 25, 2024, we are required to issue to the Seller (Lo Yiu Kwok) to an aggregate of 63,000 shares of our common stock, at a par value of $0.00001 upon the achievement of the milestones by its subsidiary, ASN during the three-years' period following July 25, 2024 ("Performance Period") below:

Annual revenue milestones (US$) for Performance Period		Number of shares issuable to the Seller
Equal or above $500,000 and less $1,000,000			12,600
Equal or above $1,000,000 and less $2,000,000			37,800
Equal or above $2,000,000			63,000

We are limited to issue a maximum of 63,000 shares of our common stock as earnout shares. The earnout shares, if were issued, classified as equity in accordance with ASC 480 and ASC 815.

Subsequently, our subsidiary, ASN did not meet with the minimum annual revenue of $500,000 as the performance milestone for the first year from July 26, 2024 to July 25, 2025 and the second year from July 26, 2025 to July 25, 2026 under the Performance Period, therefore no earnout shares were issued accordingly.

Except as noted above, we had no other contractual obligations and material commercial commitments as of March 31, 2026.

Critical Accounting Policies and Estimates

The accompanying consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated financial statements and notes.

·	Use of Estimates and Assumptions

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in the Company's consolidated financial statements include the allowance for expected credit losses, the useful lives of plant and equipment, impairment of long-lived assets and goodwill, revenue recognition, inventory obsolescence, allowance for deferred tax assets, uncertain tax position, fair value of convertible debts and promissory note and income tax provision.

·	Basis of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

·	Foreign Currencies Translation

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the statement of operations.

The reporting currency of the Company is United States Dollar ("US$") and the accompanying consolidated financial statements have been expressed in US$. In addition, the Company has operations in Hong Kong and maintains the books and record in the local currency, Hong Kong Dollars ("HKD"), which is a functional currency as being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not US$ are translated into US$, in accordance with Accounting Standards Codification ("ASC") 830-30, Translation of Financial Statement, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statements of changes in stockholder's equity.

·	Segment Reporting

ASC 280, Segment Reporting ("ASC 280") establishes standards for reporting information about operating segments on a basis consistent with the Company's internal organizational structure as well as information about geographical areas, business segments and major customers in the consolidated financial statements for details on the Company's business segments.

In accordance with Accounting Standards Update ("ASU" ) No. 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures, the Company considered whether additional disclosures were required, including significant segment expenses and measures used by the chief operating decision maker ("CODM"), Mr. Edwin Kal Ip Li (a chief executive officer of the Company). However, the CODM evaluates the Company's performance based solely on the consolidated financial results, and no additional measures or expense categories are used for internal decision-making. The CODM also reviews and utilizes function expenses (cost of revenues, and general and administrative) at the consolidated level to manage the Company's operations.

The Company uses the management approach to determine reportable operating segments. The management approach considers the internal organization and reporting used by the Company's CODM, for making decisions, allocating resources and assessing performance, as the reportable segments.

·	Revenue Recognition

The Company adopted ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"). Under ASU 2014-09, the Company recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

·	identify the contract(s) with a customer;
·	identify the performance obligations in the contract;
·	determine the transaction price - The transaction price is the amount of consideration in a contract to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer;
·	allocate the transaction price to performance obligations in the contract - Any entity typically allocates the transaction price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or service promised in the contract.; and
·	recognize revenue as the performance obligation is satisfied

Revenue is recognized when the Company satisfies its performance obligation under the contract by transferring the promised product to its customer that obtains control of the product and collection is reasonably assured. A performance obligation is a promise in a contract to transfer a distinct product or service to a customer. Most of the Company's contracts have a single performance obligation, and such fees are billed to the customer when the performance obligation is satisfied. The Company recognizes such revenue in the period when the amounts are determined to be fixed and the performance obligation is satisfied as the Company completes the obligations.

Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products or providing services. As such, revenue is recorded net of returns, allowances, customer discounts, and incentives. Sales taxes and other taxes are excluded from revenues.

Trading of goods

The Company generates most of its revenue from direct product sales. Revenue from direct trading sales is recognized when the customer obtains control of the product, which occurs at a point in time. Delivery occurs when the goods have been delivery to the specific location upon the agreed shipment terms Shipping term under Free On Board ("FOB"), the Company transferred the ownership of goods to customer and who is liable for goods damaged during shipping. The Company bills the invoices to customers together with the delivery and collects the receivables in a credit term of 30 days.

Generally, the Company enters into purchase orders with its customers which specify the rights of the parties, including product specifications, shipment terms and payment terms and sales prices to the customers are fixed with rebate and incentives to certain customers. The performance obligations in a given transaction are determined by the individual purchase orders with revenue recognized at the time that the performance obligations have been satisfied. Sales taxes and other similar taxes that the Company collects concurrently with revenue-producing activities are excluded from revenue. Variable considerations such as sales rebates, sales discounts, and sales returns are treated as a reduction of revenue in the same period the related revenue is recognized.

Cloud Consulting Service

Revenues from cloud consulting services are recognized over time (typically, on a monthly basis) as service is provided over the service period.

Principal vs Agent Considerations

In accordance with ASC 606, Revenue Recognition: Principal Agent Considerations, the Company evaluates the terms in the agreements with its channels and independent contractors to determine whether or not the Company acts as the principal or as an agent in the arrangement with each party respectively. The determination of whether to record the revenue on a gross or net basis depends upon whether the Company has control over the goods prior to transferring it. In general, the Company controls the products as it has the obligation to (i) fulfil the products delivery and (ii) bear any inventory risk as legal owners. In addition, when establishing the selling prices for delivery of the resale products, the Company has control to set its selling price to ensure it would generate profit for the products delivery arrangements. The Company believes that all these factors indicate that the Company is acting as a principal in this transaction. As a result, revenue from the sales of products is presented on a gross basis.

·

Leases

The Company adopts the ASU No. 2016-02, Leases (Topic 842) for all periods presented. This standard requires lessees to recognize lease assets ("right-of-use") and related lease obligations ("lease liabilities") on the consolidated balance sheet for leases with terms in excess of twelve months. For lease terms of twelve months or fewer, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities.

The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use ("ROU") assets and operating lease liabilities in the consolidated balance sheets. Finance leases are included in finance lease ROU assets and finance lease liabilities in the consolidated balance sheets.

ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. Operating lease and finance lease ROU assets and liabilities are recognized, based on the present value of lease payments over the lease term discounted using the rate implicit in the lease. In cases where the implicit rate is not readily determinable, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the lease payments, in a similar economic environment and over a similar term. The Company depreciated the ROU assets on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the ROU assets or the end of the lease term. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

All of the Company's real estate leases are classified as operating leases and there was no lease with a duration of twelve months or less.

·	Income Taxes

Income taxes are determined in accordance with the provisions of ASC 740, Income Taxes ("ASC 740"). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the six months in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

For the years ended March 31, 2026 and 2025, the Company did not have any interest and penalties associated with tax positions. As of March 31, 2026 and 2025, the Company did not have any significant unrecognized uncertain tax positions.

The Company is subject to tax in local US and foreign jurisdictions. As a result of its business activities, the Company files tax returns that are subject to examination by the relevant tax authorities.

·	Plant and Equipment

Plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:

		Expected useful life
Furniture and equipment		5 years
Leasehold improvements		5 years

Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterment which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized as other income or expense in the consolidated statements of operations.

·	Impairment of Long-lived Assets

In accordance with the provisions of ASC 360, Impairment or Disposal of Long-Lived Assets, all long-lived assets such as plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets.

·	Convertible Debts and Promissory Note

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the issuance date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

·	Net Loss per Share

The Company calculates net loss per share in accordance with ASC 260, Earnings per Share. Basic loss per share is computed by dividing the net income by the weighted-average number of common shares outstanding during the year. Diluted loss per share is computed similar to basic income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.

·	Comprehensive Loss

ASC 220, Comprehensive Income, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive loss as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive loss, as presented in the accompanying statements of changes in stockholders' (deficit) equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.

·	Pension Costs

The Company is required to make contribution to their employees under a government-mandated defined contribution pension scheme for its eligible full-times employees in Hong Kong. The Company is required to contribute a specified percentage of the participants' relevant income based on their ages and wages level.

·	Related Parties

The Company follows the ASC 850-10, Related Party for the identification of related parties and disclosure of related party transactions.

Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825-10-15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

·	Commitments and Contingencies

The Company follows the ASC 450-20, Contingencies, to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company's financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company's financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company's business, financial position, and results of operations or cash flows.

·	Fair Value of Measurement

The Company follows the guidance of the ASC 820-10, Fair Value Measurements and Disclosures ("ASC 820-10"), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

Level 1		Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets;
Level 2		Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. Black-Scholes Option-Pricing model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs; and
Level 3		Inputs are generally unobservable and typically reflect management's estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.

The carrying amounts of the Company's financial assets and liabilities, such as cash and cash equivalents, inventories, amount due from a related party, prepayments and other current assets, accrued liabilities and other payables and amount due to a shareholder approximate their fair values because of the short maturity of these instruments except for bonds payable, convertible debts and convertible promissory note.

Recently Issued Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board ("FASB") or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.

In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. This update clarifies the applicability, form and content, and interim disclosure requirements in ASC Topic 270 and enhances navigability of the interim reporting guidance. The amendments are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027, for public business entities and after December 15, 2028, for entities other than public business entities. Early adoption is permitted. The Company is currently evaluating the effect of this pronouncement on its disclosures.

In December 2025, the FASB issued ASU 2025-12, Codification Improvements, which updates the FASB Accounting Standards Codification to clarify, correct errors, and improve the overall usability of GAAP. The improvements consist of narrow-scope amendments, technical corrections, clarification of existing guidance, and updates to clarify the appropriate scope and application of certain disclosure requirements. ASU 2025-12 is effective for annual and interim periods beginning after December 15, 2026. Early adoption is permitted. The Company is currently evaluating the effect of this pronouncement on its disclosures.

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

Quantitative and Qualitative Disclosure about Market Risk

Concentration of major customers

For the year ended March 31, 2026, we have two customers, Swissfield Consulting Ltd and A1P Limited, that who accounted for 41% and 59% of its revenues, respectively.

For the year ended March 31, 2025, we have one single customer, Runde Holdings Limited, that accounted for 100% of its total revenues.

Concentration risk in major vendors

For the year ended March 31, 2026, we have one single vendor, Digital One Solutions Limited, that accounted for 85% of its total cost of revenue.

For the year ended March 31, 2025, we have one single vendor, Shenzhen Qianhai Hengyunlian Technology Co. Ltd, that accounted for 100% of its total cost of revenue.

Credit Risk

Financial instruments that potentially subject to credit risk consist of cash and cash equivalents. Cash equivalents are maintained with high credit quality institutions in Hong Kong, the composition and maturities of which are regularly monitored by the management. The Hong Kong Deposit Protection Board pays compensation up to a limit of HK$800,000 (equal to $102,057) if the bank in Hong Kong with which an individual/a company hold its eligible deposit fails.

Economic and political risk

Our major operations are conducted in Hong Kong. Accordingly, the political, economic, and legal environments in Hong Kong, as well as the general state of Hong Kong's economy may influence our business, financial condition, and results of operations.

Exchange rate risk

We cannot guarantee that the current exchange rate will remain steady, therefore there is a possibility that we could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of HKD converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.

Geopolitical risk

We have planned its business expansion in Dubai and Middle East since 2026. The escalation of military conflict and political instability in the Middle East, specifically involving the United States, Iraq, and Iran, could materially and adversely affect our business, financial condition, and results of operations.