10-Q: Fuse Group Holding Inc. Q1 2026 Financial Update

Sentiment:

Quarterly Report


Fuse Group Holding Inc. reports reduced revenue and operating expenses for Q1 2026, with a continued focus on consulting services and ongoing efforts to secure additional financing.

Capital raiseManagement intends to raise additional funds by way of a private or public offering, or by obtaining loans from banks or others.The company is exploring options to obtain additional financing to fund future operations.There can be no assurance that the company will be able to obtain additional funding on acceptable terms or at all.
Worse than expectedRevenue for the six months ended March 31, 2026, decreased by approximately 61.5% compared to the same period in the prior year.The company continues to incur net losses, with a loss of $90,785 for the six months ended March 31, 2026.A substantial working capital deficit of $236,286 as of March 31, 2026, indicates significant liquidity challenges.Substantial doubt exists regarding the company's ability to continue as a going concern.

Summary

  • Fuse Group Holding Inc. reported revenue of $7,683 for the six months ended March 31, 2026, a decrease from $19,942 in the same period of the prior year. Revenue for the three-month period ended March 31, 2026, was nil.
  • Operating expenses decreased to $91,498 for the six months ended March 31, 2026, from $148,357 in the prior year, primarily due to lower personnel and rent costs.
  • The company incurred a net loss of $58,293 for the three months ended March 31, 2026, and $90,785 for the six months ended March 31, 2026.
  • As of March 31, 2026, the company had a working capital deficit of $236,286.
  • The company is actively seeking additional financing through private or public offerings, or loans, to fund future operations and address substantial doubt about its ability to continue as a going concern.
  • The company's business activities include mining exploration consulting and catering/culinary consulting services.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this filing as negative due to declining revenues, continued net losses, a significant working capital deficit, and substantial doubt about the company's ability to continue as a going concern, despite efforts to reduce expenses and convert debt.

Positives

  • Reduction in operating expenses by $56,859 for the six months ended March 31, 2026, compared to the prior year, driven by decreases in personnel and rent costs.
  • Successful conversion of $275,000 in convertible notes into common stock on March 11, 2026, strengthening the balance sheet.
  • The company has no accounts receivable, indicating no outstanding amounts owed by customers.
  • No material subsequent events were disclosed, suggesting stability in the immediate post-period.

Negatives

  • Revenue decreased by approximately 61.5% for the six months ended March 31, 2026, compared to the prior year.
  • The company reported a net loss of $58,293 for the three months ended March 31, 2026, and $90,785 for the six months ended March 31, 2026.
  • A significant working capital deficit of $236,286 as of March 31, 2026, indicates short-term liquidity challenges.
  • Substantial doubt exists regarding the company's ability to continue as a going concern due to accumulated deficit, net losses, and negative cash flow from operations.
  • Material weaknesses in internal controls were identified, including the lack of an audit committee, inadequate IT controls, and insufficient accounting personnel with U.S. GAAP expertise.

Risks

  • The company's ability to continue as a going concern is dependent on its ability to implement its business plan, generate sufficient revenue, and raise additional funds through offerings or loans.
  • Failure to secure additional financing could have a material adverse effect on the company's business viability, financial position, results of operations, and cash flows.
  • The acquisition of mining rights in Mexico remains incomplete, subject to Mexican government approval, with no assurance of successful transfer.
  • The company's business development, mine projects, and consulting services were adversely affected by the COVID-19 pandemic, and global growth forecasts remain uncertain.
  • The company has identified material weaknesses in its internal controls, including the absence of an audit committee and insufficient accounting personnel, which could lead to inaccurate financial reporting or fraud.

Future Outlook

The company's future outlook is heavily dependent on its ability to secure additional financing to fund operations and implement its business plan. Management is exploring options for private or public offerings, or loans, to address the substantial doubt about its ability to continue as a going concern. The company continues to develop business opportunities in mining and consulting services.

Management Comments

  • "We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements."
  • "If we cannot sustain profitable operations, and additional capital is unavailable, lack of liquidity could have a material adverse effect on our business viability, financial position, results of operations and cash flows."
  • "We have taken certain actions to remediate the material weakness related to our lack of U.S. GAAP experience. We have engaged an outside CPA with U.S. GAAP knowledge and experience to supplement our current internal accounting personnel and assist us in the preparation of our financial statements to ensure that our financial statements are prepared in accordance with U.S. GAAP."

Industry Context

StockSavvy.ai notes that Fuse Group Holding Inc. operates in the mining and consulting sectors, which are capital-intensive and subject to market volatility. The company's focus on consulting services, particularly in hospitality, indicates a diversification strategy. The ongoing need for financing is a common challenge for early-stage companies in these industries.

Comparison to Industry Standards

  • The company's revenue of $7,683 for the six months ended March 31, 2026, is significantly lower than typical revenue for established consulting firms or junior mining exploration companies, suggesting a very early stage of operations or a niche market focus.
  • The net loss of $90,785 for the six months ended March 31, 2026, and the working capital deficit of $236,286, highlight a financial position that is not aligned with industry standards for companies seeking significant investment or partnerships.
  • The identification of material weaknesses in internal controls is a concern, as robust internal controls are a standard expectation for publicly traded companies to ensure financial integrity and investor confidence.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Audit CommitteeThe company does not have an Audit Committee. The Board of Directors acts in its capacity.Potential risk due to lack of specialized oversight on financial reporting and internal controls.
Internal ControlsMaterial weaknesses identified in disclosure controls and procedures, including lack of formal backup procedures for financial data, insufficient accounting personnel leading to lack of segregation of duties, and inadequate U.S. GAAP expertise.Increased risk of financial misstatement, fraud, and potential delays in filing reports.

Legal Proceedings

  • The company is not currently a party to any legal proceedings.

Related Party Transactions

  • As of March 31, 2026, the company had an advance of $121,254 from its CEO for working capital needs, which was non-interest bearing and payable upon demand.

Stakeholder Impact

  • Shareholders: Potential dilution from future equity offerings to raise capital; continued uncertainty regarding company viability.
  • Creditors: Potential risk to repayment of loans and notes due to going concern issues.
  • Employees: Uncertainty regarding job security due to financial challenges and the need for additional funding.
  • Suppliers: Potential for delayed payments if liquidity issues persist.

Next Steps

  • Management intends to raise additional funds through private or public offerings, or loans.
  • The company will continue to develop business opportunities in mining and consulting services.
  • The company will continue to evaluate the effectiveness of internal controls on an ongoing basis.

Key Dates

DateDescription
2013-12-24Fuse Group Holding Inc. was incorporated under the laws of the State of Nevada.
2016-12-06Fuse Processing, Inc. was incorporated in California.
2017-03-31Fuse Trading Limited was acquired by Processing.
2019-04-29Board of Directors approved amendment to change name from Fuse Enterprises Inc. to Fuse Group Holding Inc.
2019-05-13Amendment to change name to Fuse Group Holding Inc. became effective.
2019-05-29Company changed its trading symbol on OTC Markets from FNST to FUST.
2020-06-24Fuse Processing received an EIDL loan from the SBA.
2021-02-09Share Exchange Agreement entered into with owners of Portafolio en Investigacion Ambiental S.A. de C.V.
2021-03-11Share Exchange Agreement entered into with E-Mo Biotech Holding Inc.
2021-10-20Cancelled stock certificates related to the Portafolio transaction.
2023-06-29Company sold a Convertible Promissory Note to Liu Marketing (M) SDN BHD.
2023-12-13Consulting Agreement entered into with Beijing Jixiang Fengqi Tech Company Limited.
2023-12-28Letter of Intent (LOI) entered into with Beijing Catering Inc.
2024-04-25LOI Extension Agreement entered into to extend the deadline for the Beijing Catering acquisition.
2024-05-15Liu Marketing (M) SDN BHD elected to convert its Convertible Promissory Note.
2024-05-31LOI for Beijing Catering acquisition expired and terminated.
2024-09-19Company effected a 1-for-5 reverse stock split.
2025-03-21Company sold a Convertible Promissory Note to Chen Fei Li.
2025-05-01Company sold a Convertible Promissory Note to Chen Fei Li.
2026-01-30Company entered into three Convertible Promissory Note Purchase Agreements with three investors.
2026-02-26The EIDL loan was paid off.
2026-03-11Three investors elected to convert their Convertible Promissory Notes.
2026-03-31End of the quarterly period covered by the report.
2026-05-12Filing date of the Form 10-Q.
2026-05-13Date of CEO and CFO certifications.

Recommendation

hold

While the company is facing significant financial challenges, including a going concern warning and declining revenues, it has managed to reduce operating expenses and convert convertible debt. The potential for future financing and the ongoing development of its consulting business warrant a hold recommendation, pending further clarity on its ability to secure capital and stabilize operations. Investors should monitor future filings closely for signs of financial improvement or further deterioration.

Keywords

Fuse Group Holding Inc., SEC Filing, Form 10-Q, Quarterly Report, Financial Statements, Mining Consulting, Biotech, Catering Consulting, Going Concern, Internal Controls, Convertible Notes, Nevada

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