10-Q: Fuse Group Holding Inc. Reports Q3 2025 Results

Sentiment:

Quarterly Report 14 August 2025 8:18 PM

Fuse Group Holding Inc. reports a net loss of $204,619 for the nine months ended June 30, 2025, and identifies material weaknesses in internal controls.

Delay expectedThe transfer of shares of Portafolio to Processing is subject to Mexican government approval, which has not happened yet.The buyer wants more details of the minerals and will conduct more exploration itself to confirm the results of mineral analysis and reserves. The mine owner and Fuse Group have agreed to put Fuses exploration on hold until this buyer completes its analysis in preparation for making the acquisition decision.

Capital raiseManagement intends to raise additional funds by way of a private or public offering, or by obtaining loans from banks or others.

Worse than expectedRevenue decreased significantly from $202,139 to $45,942 for the nine months ended June 30, 2025.Net loss increased substantially from $62,582 to $204,619 for the nine months ended June 30, 2025.Cash and equivalents decreased significantly from $67,601 to $8,409.The company identifies material weaknesses in its disclosure controls and procedures.

Summary

Fuse Group Holding Inc. reported a net loss of $204,619 for the nine months ended June 30, 2025, compared to a net loss of $62,582 for the same period in 2024.
Revenue for the nine months ended June 30, 2025, was $45,942, a decrease from $202,139 in the same period of 2024.
The company had an accumulated deficit of $8,153,999 as of June 30, 2025.
Cash and equivalents decreased from $67,601 as of September 30, 2024, to $8,409 as of June 30, 2025.
The company identifies material weaknesses in its disclosure controls and procedures.

Sentiment

Score: 3

Explanation: The filing contains mostly negative information, including decreased revenue, increased net loss, decreased cash, and identified material weaknesses in internal controls. There are some positives, such as securing convertible notes, but the overall tone is negative.

Positives

The company diversified its business to new growth area of consulting services, especially in the catering and culinary consulting service business.
The company secured $70,000 in convertible notes during the period.
The company reduced its non-operating expenses from $3,656 to $1,985 for the nine months ended June 30, 2025.

Negatives

The company experienced a significant decrease in revenue, from $202,139 to $45,942 for the nine months ended June 30, 2025.
The company's net loss increased substantially, from $62,582 to $204,619 for the nine months ended June 30, 2025.
The company's cash and equivalents decreased significantly, from $67,601 to $8,409.
The company has a significant accumulated deficit of $8,153,999.
The company identifies material weaknesses in its disclosure controls and procedures.

Risks

The company's ability to continue as a going concern is dependent on its ability to generate sufficient revenue and raise additional funds.
The company identifies material weaknesses in its disclosure controls and procedures, including the lack of an audit committee, inadequate IT controls, and insufficient accounting personnel.
The company is waiting for Mexican government approval for the transfer of shares of Portafolio to Processing, and there is no guarantee this will be obtained.
The U.S. and global growth forecast are still uncertain, which would seriously affect peoples investment desires in mines in Mexico, Asia and internationally.

Future Outlook

Management intends to raise additional funds through private or public offerings or by obtaining loans. The company's ability to continue as a going concern depends on its ability to implement its business plan, generate sufficient revenue, and raise additional funds.

Management Comments

"We have explored and continue to explore options to obtain additional financing to fund future operations as well as other possible courses of action."
"As our operations grow and become more complex, we intend to hire additional personnel in financial reporting and other areas."

Industry Context

The company operates in the mining, biotech, and consulting industries. The report notes the impact of the COVID-19 pandemic on business development and mine projects, reflecting broader industry challenges related to travel restrictions and economic uncertainty.

Comparison to Industry Standards

The filing does not contain specific comparisons to industry standards or benchmarks.
The company's financial performance is not directly compared to competitors or industry averages in this filing.
The company's discussion of challenges related to COVID-19 and economic uncertainty aligns with broader industry trends.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Internal Control Weakness	The company does not have an Audit Committee.	2025-06-30	This is a material weakness that affects the entity-level control over the Company's financial statements.
Internal Control Weakness	The company did not implement appropriate information technology controls.	2025-06-30	There is no formal procedure or evidence of normal backup of the Company's data or off-site storage of the data in the event of theft, misplacement, or loss due to unmitigated factors.
Internal Control Weakness	The company currently lacks sufficient accounting personnel with the appropriate level of knowledge, experience and training in U.S. GAAP and SEC reporting requirements.	2025-06-30	There is a lack of segregation of duties, heightening the risk of error or fraud.

Legal Proceedings

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

Related Party Transactions

As of June 30, 2025 and September 30, 2024, the Company had advance of $219,373 and $139,523 from its CEO, respectively, for the Companys working capital needs. The advance from its CEO did not bear any interest and was payable upon demand.

Stakeholder Impact

Shareholders: The decreased revenue, increased net loss, and identified material weaknesses may negatively impact shareholder value and confidence.
Employees: The company's financial difficulties may lead to concerns about job security and potential cost-cutting measures.
Customers: The company's ability to provide services may be affected by its financial situation.
Creditors: The company's ability to repay debts may be at risk due to its financial difficulties.

Next Steps

The company intends to raise additional funds through private or public offerings or by obtaining loans.
The company plans to address the identified material weaknesses in its disclosure controls and procedures.
The company will continue to evaluate the effectiveness of internal controls and procedures on an ongoing basis.

Key Dates

Date	Description
2013-12-24	Fuse Group Holding Inc. was incorporated in Nevada.
2016-12-06	Fuse Processing, Inc. was incorporated in California.
2017-03-01	Processing acquired 100% ownership of Fuse Trading Limited.
2018-05-03	Fuse Technology Inc. was incorporated in Nevada.
2019-04-29	Board of Directors approved an amendment to change the company name to Fuse Group Holding Inc.
2019-04-30	Amendment was filed with the Secretary of State for the State of Nevada.
2019-05-13	Amendment became effective.
2019-05-29	Company changed its trading symbol on OTC Markets from FNST to FUST.
2020-11-30	Fuse Technology Inc. changed its name to Fuse Biotech Inc.
2021-02-09	Fuse Group and Processing entered into a Share Exchange Agreement with Portafolio en Investigacion Ambiental S.A. de C.V.
2021-03-11	Fuse Group and Fuse Biotech entered into a Share Exchange Agreement with E-Mo Biotech Holding Inc.
2021-09-30	Company and Fuse Biotech entered into a Termination Agreement with E-Mo Biotech.
2022-04-22	Processing transferred 100% ownership of Trading to an unrelated third party.
2023-06-29	The Company entered into a Convertible Promissory Notes Purchase Agreement with Liu Marketing (M) SDN BHD.
2023-12-13	The Company entered into a Consulting Agreement with Beijing Jixiang Fengqi Tech Company Limited.
2023-12-28	The Company entered into a Letter of Intent (LOI) with Beijing Catering Inc.
2024-04-25	The parties entered into a LOI Extension Agreement to extend the deadline for the closing of potential acquisition to May 31, 2024.
2024-05-15	The Company received a written notice from Liu Marketing (M) SDN BHD to convert all of the Note balances.
2024-05-31	The potential acquisition of Beijing Catering has not been closed on or before May 31, 2024 and parties did not reach an agreement to further extend the deadline.
2024-09-19	The Company filed a Certificate of Change with the State of Nevada to effect a 1-for-5 reverse stock split.
2025-03-21	The Company entered into a Convertible Promissory Notes Purchase Agreement with Chen Fei Li.
2025-05-01	The Company, entered into a Convertible Promissory Note Purchase Agreement with Chen Fei Li.
2025-06-30	End of the reporting period for the quarterly report.
2025-08-14	Date of the report.

Recommendation

sell

The company's deteriorating financial performance, significant accumulated deficit, and identified material weaknesses in internal controls warrant a sell recommendation. The company's ability to continue as a going concern is uncertain, and the risks outweigh any potential upside.

Keywords

financial results, SEC filing, Fuse Group Holding Inc., mining, biotech, consulting, financial statements, internal controls, going concern

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