Annual Report for Fiscal Year Ending 09-30, 2025 (Form 10-K)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

FORWARD-LOOKING STATEMENTS

Statements made in this Annual Report that are not historical or current facts are "forward-looking statements." These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act ") and Section 21E of the Securities Exchange Act of 1934. We wish to caution readers not to place undue reliance on any forward-looking statements, which speak only as of the date made. Forward-looking statements contained herein represent management's commercially reasonable judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

Overview

We were organized by Mr. Weihong Du in June 2023 to engage in the business of developing, marketing and distributing leading edge software for the detection of faults and other defects in railroad tracks; the inspection of tunnel walls for stability and providing ancillary monitoring systems related to the safe operation of railroads and vehicles generally. Mr. Du, the principal stockholder, chairman and president of the Company, has engaged in the development of software to assist in the detection of faults and other defects in railroad tracks in China for more than 7 years. In an effort to respond to perceived needs of railway operators, we have begun to develop robots and other automated systems for the performance of dangerous and repetitive tasks necessary for the operation of railroads.

There are a number of well-established companies throughout the world which manufacture and operate HiRail trucks, specially equipped rail inspection cars and trucks, which use a variety of methods such as ultrasound and radiography, to inspect large volumes of rail track to capture data which can be analyzed to detect faults which could result in an accident. We do not intend to compete in the market for the manufacture or operation of HiRail trucks. We will focus our efforts on the development of leading-edge software containing advanced methods of analyzing the data collected to detect railroad track faults.

Although Mr. Du has had business success in mainland China, he formed our Company for the purpose of marketing our products outside of mainland China. He believes that that the opportunities afforded by competitive market economies outside of mainland China exceed the long-term opportunities of doing business in communist China. Since formation, we have organized a subsidiary in Hong Kong, TP Hong Kong, which in turn organized a wholly-owned subsidiary in the People's Republic of China, SGTCL, hired employees and consultants, including individuals based in China engaged in the development of our software, filed patent applications and provisional patent applications in the United States, one related to railway fault detection analysis, another relating to the monitoring of subway engineers to increase driver safety and a third relating to robotics, participated in academic conferences, marketing events and exhibitions in the United States and met with various prospective users of our products. While it is Mr. Du's goal to grow primarily by hiring individuals in the United States, he chose initially to engage software engineers in China with whom he was familiar to initiate development of our products. We will continually assess the benefits and possible detriments of relying upon individuals outside of the United States, in particular within China, in an effort to maximize our returns.

We do not intend to devote significant monetary resources or time of our personnel to marketing our products in China. Nevertheless, to enable us to benefit from the market in China for our products, we entered into a License Agreement with Beyebe wherein we granted Beyebe the right to market and distribute in mainland China products incorporating our technologies.

For the immediate future we intend to recruit additional personnel experienced in the rail maintenance and safety industries, raise capital necessary to expand our operations and continue to promote our rail transit safety solutions by participating in exhibitions and academic conferences in the United States and other international markets, establishing business relationships, and conducting testing and trials in these markets.

In addition to funds spent on our business activities, during the next twelve months we anticipate incurring costs related to filing of Exchange Act reports and establishing appropriate management systems for a public company, including financial systems.

Results of Operations

Selected Financial Information Years Ended September 30, 2025 and 2024:

		For the year ended September 30,
		2025								2024
		US$				% of Revenue				US$
Revenue			363,726				100.0				-
Cost of revenue			(87,602	)			(24.1	)			-
Gross profit			276,124				75.9				-
General and administrative expenses			(716,944	)			(197.1	)			(814,725	)
Research and development expenses			(171,038	)			(47.0	)			(172,584	)
Operating losses			(611,858	)			(168.2	)			(987,309	)
Other income/(expense)			(17,713	)			(4.9	)			6,332
Interest expense			(1,238	)			(0.3	)			(14,293	)
Loss before income taxes			(630,809	)			(173.4	)			(995,270	)
Income taxes expense			-				-				-
Net losses			(630,809	)			(173.4	)			(995,270	)

Revenue:

During the year ended September 30, 2025 ("Fiscal 2025"), we generated revenues of $363,726, representing $282,000 of the annual license fee of $300,000 (deducted VAT at 6%), and royalty revenue of $35,257, paid by Beyebe in respect of products distributed by Beyebe in China incorporating our technologies, and service fee revenue of $46,469 paid by Beyebe. During the year ended September 30, 2024 ("Fiscal 2024") we did not generate any revenues.

Gross Profit: Gross profit for Fiscal 2025 was $267,124, as the cost of revenue was $87,602, consisting primarily of travel and promotional expenses and taxes. We generated no revenue in Fiscal 2024 and thus had no gross profit during such year.

General and Administrative Expenses: General and administrative expenses were $716,944 for Fiscal 2025, a decrease of $97,781 from $814,725 for the prior fiscal year. The principal components of general and administrative expenses for Fiscal 2025 consisted of accrued salaries of $240,591 and professional fees of $343,179 relating to our status as a reporting company and patent filings. It is expected that general and administrative expenses will increase as we increase our marketing efforts.

Research and Development: We incurred research and development expenses during Fiscal 2025 of $171,038 compared to $172,584 in Fiscal 2024. We expect that we will continue to incur research and development expenses as we continue to refine our existing product offerings and seek to offer additional products.

Interest Income (Expense): We had interest expense of $1,238 in Fiscal 2025, as compared to interest expense of $14,293 during Fiscal 2024. We anticipate that until such time as we raise sufficient equity or become cash flow positive, we will continue to incur interest expense as we remain dependent on borrowings from Beyebe AI to conduct our operations.

Other income (expense): We generated other expenses of $17,713 during Fiscal 2025, as compared to other income of $6,332 in Fiscal 2024. Our other income and expense are mainly the result of gains and losses from foreign currency exchanges. As the amounts of these gains and losses are not significant, we have not entered into any hedging transactions.

Net Loss: Net loss for Fiscal 2025, was $630,809 compared to a net loss of $995,270 in Fiscal 2024. Our net loss reflects expenses incurred seeking to develop and market our products in the absence of revenues other than those generated pursuant to our Licensing Agreement with Beyebe.

Liquidity and Capital Resources

Our operating expenses to date principally have been paid with monies borrowed from Beyebe AI, a subsidiary of Beyebe controlled by Mr. Du, the accrual of expenses due to related parties and, more recently, licensing fees and royalties received pursuant to the Licensing Agreement with Beyebe and $947,174 received from a private placement of our common stock completed earlier this year.

On December 31, 2023 (the "Execution Date"), we entered into a Loan Agreement with Beyebe AI wherein it agreed to lend us up to $1,000,000 during the period commencing on the Execution Date of the Loan Agreement and ending on the third anniversary thereof. All amounts borrowed will bear interest at the rate of 7.50% per annum and are payable in full on the third anniversary of the Execution Date. All amounts borrowed and interest accrued thereon are to be repaid on each anniversary of the Execution Date of the Loan Agreement and may immediately be reborrowed up to the $1,000,000 limit. Any amount not paid on its due date will bear additional interest at the rate of 0.1% per day. The amount due Beyebe AI was reduced with a portion of the proceeds of the private placement described above. The amount outstanding pursuant to this loan as of September 30, 2025, was $112,884, inclusive of accrued interest of $332.

To meet our expenses over the next twelve months we likely will require more than the amount of our cash on hand and the amount we will receive as license fees and royalties under the agreement with Beyebe. To meet our cash needs we intend to increase our borrowings under our agreement with Beyebe AI and, where possible, defer payment of various expenses. Nevertheless, we will likely seek to acquire such additional amounts as we may need or anticipate that we will need in the future, as necessary, through loans from or capital contributions by our stockholders, management or other investors. We have no specific plans, understandings or agreements with respect to the raising of such funds, and we may seek to raise the required capital by the issuance of equity or debt securities or by other means. Since we have no such arrangements or plans currently in effect, our inability to raise funds for the consummation of an acquisition may have a severe negative impact on our ability to become a viable company.

At September 30, 2025, we had cash and equivalents of $26,886. As of such date, our total liabilities were $993,820, among which were $903,900 of current liabilities and of which $497,478 was due to related parties. At September 30, 2025, we had a working capital deficit in excess of $867,000 and a shareholders deficit of $805,397. These conditions, together with our history of losses and inability to generate significant revenues, among others, raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to meet our financial requirements, raise additional capital, and the success of our future operations as described above.

We anticipate incurring a minimum of $750,000 in expenses over the next twelve months and could incur more significant expenses if necessary. In all likelihood we will remain dependent upon the efforts of Mr. Du and his willingness and that of our principal stockholders to provide the capital necessary to continue our business and fund our cash needs until we generate meaningful revenues or raise capital from third parties. There can be no assurance that we will be able to raise the funds necessary to fund our operations until such time as we are generating positive cash flow or can otherwise fund our operations. If we were to fail to raise the capital necessary to maintain our operations our business would be adversely affected and our common stock would likely become worthless. Additional issuances of equity or convertible debt securities to raise capital or increases in the amount of our debt or the rate of interest paid for amounts borrowed, will increase our interest expense or result in dilution to our current shareholders. We could be required to issue equity securities at prices we believe are below the true value of our common stock which could cause the price of our common stock to decrease. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional borrowings could require that we grant the lenders a security interest or other rights that impede our ability to operate as we deem best for our shareholders. Further, any default under a loan agreement could result in an action which could force us to seek bankruptcy protection. Additional financing may not be available upon acceptable terms, or at all.

Our ability to obtain funds through the issuance of debt or equity is dependent upon the state of the financial markets at such time as we may seek to raise funds. The state of the capital markets may be adversely impacted by various risks and uncertainties, including, but not limited to future and current impacts of global events such as public health crises, ongoing or new conflicts, banking crises, increases in inflation, the imposition of tariffs and shifts in government alliances and other risks detailed in the risk factors detailed in this Annual Report on Form 10-K.

Cash Flows

The following table summarizes our net cash flow from operating, investing and financing activities in the Fiscal 2025 and 2024:

		Year Ended
		September 30,
		2025				2024
Cash provided by (used in)
Operating activities		$	(554,174	)			(732,578	)
Investing activities			-				-
Financing activities			559,465				741,244
Net increase (decrease) in cash		$	5,291			$	8,666

Cash Provided By Operating Activities

For Fiscal 2025, we used $554,174 of cash in operations as compared to $732,578 used in operations for Fiscal 2024.

The substantial decrease in cash used in operations in Fiscal 2025 was driven by the decrease in net loss resulting from the generation of $363,726 in revenue and a decrease of approximately $98,000 in general and administrative expenses.

Cash Provided by Financing Activities

For Fiscal 2025 we generated cash from financing activities of $559,465. During Fiscal 2025, we received $947,174 from a private placement of our common stock, which was partially offset by a reduction of borrowings under our Beyebe by $481,788.

For Fiscal 2024 cash provided by financing activities was $741,244. During Fiscal 2024, we increased borrowings from Beyebe by $340,415 and SZ Beyebe by $405,110.

Contractual Obligations

At September 30, 2025, our significant contractual obligations included $115,871 due to Beyebe AI and $370,919 due to Beyebe and accrued expenses of $362,735 due to third parties.

Off-Balance Sheet Arrangements

We have not entered into any financial guarantees or other commitments to guarantee the obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as stockholder's equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

Critical Accounting Policies and Estimates

Our management's discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which were prepared in accordance with US GAAP. While our significant accounting policies are more fully described in Note 2 to our consolidated financial statements, we believe the following accounting policies are the most critical to aid you in fully understanding and evaluating this management discussion and analysis.

Going Concern

Our financial statements have been prepared assuming that we will continue as a going concern. We incurred losses of $630,809 and $995,270 during Fiscal 2025 and 2024, respectively, and as of September 30, 2025, had a working capital deficit in excess of $867,000 These factors raise substantial doubt about our ability to continue as a going concern. Our capital requirements will depend on many factors in particular, the speed at which we seek to develop our business, the number of software products we seek to develop and our ability to generate revenues. In all likelihood we will remain dependent upon the efforts of our principal stockholders to provide the capital necessary to continue our business and fund our cash needs until we generate meaningful revenues. There can be no assurance that we will be able to raise the funds necessary to fund our operations until such time as we are generating positive cash flow. Our financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern.

Basis of Presentations

Our financial statements are prepared in accordance with US GAAP and the requirements of Regulation S-X promulgated by the Securities and Exchange Commission ("SEC").

Use of Estimates

In preparing financial statements in conformity with US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Significant estimates, required by management, include the recoverability of long-lived assets, allowance for doubtful accounts, and the reserve for obsolete and slow-moving inventories. Actual results could differ from those estimates.

Revenue Recognition

The Company follows Accounting Standards Update ("ASU") 2014-09 (and related amendments subsequently issued in 2016), Revenue from Contracts with Customers (ASC 606). The core principle underlying FASB ASC 606 is that the Company will recognize revenue to represent the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This will require the Company identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer. The Company's revenue streams are recognized when control of goods and services transfers to a customer.

FASB ASC Topic 606 requires use of a new five-step model to recognize revenue from customer contracts. The five-step model requires the Company (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the Company satisfies each performance obligation.

The Company derives its revenues from product sales and professional service contracts with its customers, with revenues recognized upon delivery of services and products. Persuasive evidence of an arrangement is demonstrated via professional service contracts and invoices; and the service price to the customer is fixed upon acceptance of the professional services contract. The Company recognizes revenue when professional service is rendered to the customer and collectability of payment is reasonably assured. These revenues are recognized at a point in time after all performance obligations are satisfied. Revenue is recognized net of returns and value-added tax charged to customers.

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU No. 2016-13, Measurement of Credit Losses on Financial Instruments, to require financial assets carried at amortized cost to be presented at the net amount expected to be collected based on historical experience, current conditions and forecasts. Subsequently, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, to clarify that receivables arising from operating leases are within the scope of lease accounting standards. Further, the FASB issued ASU No. 2019-04, ASU No. 2019-05, ASU 2019-10 and ASU 2019- 11 to provide additional guidance on the credit losses standard. On October 1, 2023, the Group adopted ASU 2016-13 and there was no cumulative effect of adoption. The adoption did not impact the Group's previously reported consolidated financial statements nor did it result in a cumulative effect adjustment to retained earnings as of October 1, 2023.

On November 27, 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 is designed to improve the reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses that are regularly provided to the CODM. All public entities will be required to report segment information in accordance with the new guidance starting in annual periods beginning after December 15, 2023, with early adoption permitted. The Group is currently evaluating the impact of adopting the standard and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations and cash flows.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 expands existing income tax disclosures for rate reconciliations by requiring disclosure of certain specific categories and additional reconciling items that meet quantitative thresholds and expands disclosures for income taxes paid by requiring disaggregation by certain jurisdictions. ASU 2023-09 is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The Group is currently evaluating the impact of adopting the standard and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations and cash flows.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not or are not believed by management to have a material impact on the Company's present or future CFS.