Filed 2025-10-24 · Period ending 2025-07-31 · 26,943 words · SEC EDGAR
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# Vanguard Green Investment Ltd (VGES) — 10-K **Filed:** 2025-10-24 **Period ending:** 2025-07-31 **Accession:** 0001493152-25-019166 **Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1746119/000149315225019166/) **Origin leaf:** 7f1be192b29a951a7606d25393a00f7d891bfe51e5e44b90e6c039f4a84356af **Words:** 26,943 --- ** UNITED STATES** **SECURITIES AND EXCHANGE COMMISSION** **Washington, D.C. 20549** **FORM 10-K** | | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | **For The Fiscal Year Ended July 31, 2025** **or** | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | | **For the transition period from _______________ to _______________** **Commission File Number 333-228847** **Vanguard Green Investment Limited** (Exact name of registrant issuer as specified in its charter) | Nevada | | 30-1089215 | | | (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) | | **4F., No. 33, Ln. 258****, Sec. 2, Jianguo N. Rd., Zhongshan Dist.****,** **Taipei City****104482****, Taiwan****(R.O.C.****)** (Address of principal executive offices, including zip code) Registrants phone number, including area code **+886905153139** Securities registered pursuant to Section 12(b) of the Securities Exchange Act: **None** Securities registered pursuant to Section 12(g) of the Securities Exchange Act: **None** Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES NO Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K ( 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act. Large Accelerated Filer Accelerated Filer Non-accelerated Filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No Securities registered pursuant to Section 12(b) of the Act: | Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered | | | Common Stock | | VGES | | The OTC Market Pink Sheets | | The aggregate market value of the Companys common stock held by non-affiliates computed by reference to the closing bid price of the Companys common stock, as of the last business day of the registrants most recently completed second fiscal quarter: Not Applicable APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Not Applicable APPLICABLE ONLY TO CORPORATE REGISTRANTS Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date. | Class | | Outstanding at July 31, 2025 | | | Common Stock, $.0001 par value | | 59,434,838 | | | | | Vanguard Green Investment Limited FORM 10-K For the Fiscal Year Ended July 31, 2025 Index | | | Page # | | | PART I | | | | | | | | | | Item 1. | Business | 2 | | | Item 1A. | Risk Factors | 9 | | | Item 1B. | Unresolved Staff Comments | 9 | | | Item 1C. | Cybersecurity | 9 | | | Item 2. | Properties | 9 | | | Item 3. | Legal Proceedings | 9 | | | Item 4. | Mine Safety Disclosure | 9 | | | | | | | | PART II | | | | | | | | | | Item 5. | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 10 | | | Item 6. | Selected Financial Data | 11 | | | Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations | 11 | | | Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 16 | | | Item 8. | Financial Statements and Supplementary Data | 16 | | | Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 16 | | | Item 9A. | Controls and Procedures | 16 | | | Item 9B. | Other Information | 17 | | | | | | | | PART III | | | | | | | | | | Item 10. | Directors, Executive Officers and Corporate Governance | 18 | | | Item 11. | Executive Compensation | 21 | | | Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 23 | | | Item 13. | Certain Relationships and Related Transactions, and Director Independence | 24 | | | Item 14. | Principal Accounting Fees and Services | 25 | | | | | | | | PART IV | | | | | | | | | | Item 15. | Exhibits, Financial Statement Schedules | 26 | | | | | | | | SIGNATURES | 27 | | | | | **CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS** *This Annual Report on Form 10-K contains forward-looking statements. These forward-looking statements are not historical facts but rather are based on current expectations, estimates and projections. We may use words such as anticipate, expect, intend, plan, believe, foresee, estimate and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted. These risks and uncertainties include the following:* | | | The availability and adequacy of our cash flow to meet our requirements; | | | | | | | | | | Economic, competitive, demographic, business and other conditions in our local and regional markets; | | | | | | | | | | Changes or developments in laws, regulations or taxes in our industry; | | | | | | | | | | Actions taken or omitted to be taken by third parties including our suppliers and competitors, as well as legislative, regulatory, judicial and other governmental authorities; | | | | | | | | | | Competition in our industry; | | | | | | | | | | The loss of or failure to obtain any license or permit necessary or desirable in the operation of our business; | | | | | | | | | | Changes in our business strategy, capital improvements or development plans; | | | | | | | | | | The availability of additional capital to support capital improvements and development; and | | | | | | | | | | Other risks identified in this report and in our other filings with the Securities and Exchange Commission or the SEC. | | *This report should be read completely and with the understanding that actual future results may be materially different from what we expect. The forward looking statements included in this report are made as of the date of this report and should be evaluated with consideration of any changes occurring after the date of this Report. We will not update forward-looking statements even though our situation may change in the future and we assume no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.* **Use of Defined Terms** Except as otherwise indicated by the context, references in this Report to: | | | The Company, we, us, or our, Vanguard are references to Vanguard Green Investment Limited, a Nevada corporation. | | | | | | | | | | Common Stock refers to the common stock, par value $.0001, of the Company; | | | | | | | | | | U.S. dollar, $ and US$ refer to the legal currency of the United States; | | | | | | | | | | Securities Act refers to the Securities Act of 1933, as amended; and | | | | | | | | | | Exchange Act refers to the Securities Exchange Act of 1934, as amended. | | | 1 | | **PART I** **ITEM 1. BUSINESS** **Corporate History** We were incorporated on June 4, 2018 in the State of Nevada under the name MU Global Holding Limited. On June 15, 2024, we changed our name to Vanguard Green Investment Limited (the Company). Vanguard Green Investment Limited, the US Company, operates through its wholly owned subsidiary, MU Worldwide Group Limited, a Seychelles Company; which operates through its wholly owned subsidiary, MU Global Holding Limited, a Hong Kong Company; which operates through its wholly owned subsidiary, MU Global Health Management (Shanghai) Limited, a Shanghai Company. On July 30, 2024, the Company entered into certain share purchase agreement (the Disposition SPA) by and among Xie Ling (the Purchaser), MU Global Health Management (Shanghai) Limited (the Subsidiary) and MU Global Holding Limited (the Seller). Pursuant to the Disposition SPA, the Purchaser agreed to purchase the Subsidiary, in exchange for consideration of $11,975.00 (the Purchase Price). The Companys board of directors (the Board) approved the transaction contemplated by the Disposition SPA (the Disposition). The Disposition closed on July 30, 2024 when all closing conditions were satisfied, including the payment of the Purchase Price, and all consents or approval required to be obtained from or made with any governmental authorities. Upon the closing of the Disposition, the Purchaser became the sole shareholder of the Subsidiary and as a result, assumed all assets and some liabilities of the Subsidiary. Vanguard Green Investment Limited is an early-stage wellness and beauty supply services company, which intends to offer customers a wide range of trusted non-surgical spa services and quality spa care products. All of the previous entities share the same exact business plan with the goal of developing and providing wellness and beauty services to our future clients. We aim to promote improved overall health and beauty in our clients through a holistic detoxification method. The Company, through its subsidiaries, mainly supplies high quality spa services and spa care products. Details of the Companys subsidiaries: | | Company name | | Place and date of incorporation | | Particulars of issued capital | | Principal activities | | Proportional of ownership interest and voting power held | | | | 1. | MU Worldwide Group Limited | | Seychelles, June 7, 2018 | | 100 shares of ordinary share of US$1 each | | Investment holding | | | 100 | % | | | 2. | MU Global Holding Limited | | Hong Kong, January 30, 2018 | | 1 share of ordinary share of HK$1 each | | Providing SPA and Wellness service in Hong Kong | | | 100 | % | | **Business Overview** Vanguard is a beauty and wellness company, providing SPA and wellness service and also SPA related products to the customers. The services provided are designed to improve the overall health system and body function. Since our establishment, the Company has been focusing to expand in the Chinese market, with other country also under consideration as target destinations. As an emerging industry in China, the beauty and wellness industry is still in the early stage there is a huge potential for the industry to growth significantly. In year 2020, COVID-19 crisis has resulted the sales of the global beauty and wellness industry weak due to consumers have had limited access to retail outlets and supply chain bottlenecks have reduced product availability. In China, the industrys sales fell up to 80 percent compared with 2019. Nevertheless, based on McKinsey & Company research report on April 8, 2021, shows that consumers care deeply about wellnessand that their interest is growing and the global wellness market is estimated at more than US$1.5 trillion, with annual growth of 5 to 10 percent. A rise in both consumer interest and purchasing power presents tremendous opportunities for companies, particularly as spending on personal wellness rebounds after stagnating or even declining during the COVID-19 crisis. China has large territory, population, diverse ethnicity and cultural background. As such, it has resulted in different consumer orientations in different cities and townships across the country, therefore, it is particularly challenging to tackle the consumer market with a single business model. The advance in technological development and rise in use of technology in marketing has also intensified the competition, probing the Company to develop the business models that allow quick penetration and huge coverage of different markets, and also being able to cope with the swift changes in the consumer market. Thus, the Company is focusing on three key areas as part of the Companys early development in the Chinese market. The first and most key focus is to enter the regional market through the adoption of franchisee and agent model, which the other parties are familiar and have deep understanding in the local market, hence its operating strategy is effective and best suited the targeted region. | 2 | | Second, the key strategy is to ensure rapid development of the Omni channel marketing plan which targets to lease out at least ten thousand Stone Spa Bed (Hot Stone Bath equipment), reducing the time cost for the development of project, and most importantly, working on to spur sales and revenue growth. Lastly, the essential requirement for business success in the Chinese market is to ensure and maintain a clear and transparent business model, which would result in effective collaboration between the company and its agent/franchisee, and consequently leads to efficient market operation and a win-win situation between the two parties. Currently, the Company operates in the Chinese market with three business models: | 1. | Tripartite co-operation and profit sharing model (deployment of stone spa bed & franchise) | | | | | | | 2. | Large-scale chain agent model (deployment of stone spa bed) | | | | | | | 3. | Direct- service store model | | **Our Service** DAY MORE STONE THERAPHY 1. Bedrock Bathing/ Hot Stone Bath | 3 | | Bedrock Bathing is a method of keeping the body in shape that involves bathers lying down on a heated slab of rocks embedded on a spa treatment bed without using hot water wearing indoor clothing. The original name for this hot stone bathing is Ganbanyoku, and it is originated from Japan as the term for a popular form of hot stone or bedrock spa. It is also referred to as stone-bathing, but there is no actual bathing or water involved. It is our belief that the effects of bedrock bathing are numerous and both aesthetic and metabolic. Furthermore, the rocks selected for this treatment are believed to provide many health benefits when they are heated. The five stones we intend to use are: Black Silica Stone, Radium Stone, Far Infrared Stone, Negative Ion Stone and Beitou Stone. The average time taken for each therapy is approximately 30 minutes. The Company believes that bedrock bathing treatments will assist in the elimination of suboptimal health conditions caused by polluted environments, unhealthy dietary intake, and unhealthy lifestyles. The detoxification process will improve general bodily function and immune system, promote blood circulation, and yield visible skin improvement. The treatment is also believed to improve basal metabolism, resulting in more efficient energy utilization within the body, hence sustainable weight loss to a desirable level. Prolonged proper treatments have also been linked to miscellaneous anti-aging benefits. Our pricing strategy offers great flexibility to our customers to opt for the service they desire which is also within their budget. In order to ensure flexibility, the Company has divided the service into three different tiers, each with different pricing strategy: Flagship, Luxury and Refined. Under the three tiers model, Flagship branch and will be the top tier and will target high-end segment with premium pricing packages. Luxury branch is designed to attract middle class individuals. Refined branch on the other side, will aim to attract customer with lower budget, but would still like to enjoy the service. The Company started offering bedrock bathing services in the Shanghai outlet in January 2019. Different service packages are designed for each tier of service, which include option for subscription-based treatments, and pay per services. The packages offer customers either the option of purchasing our treatments at a discounted price if they purchase in bundle, or they can pay for the service every time they use at normal price. The bundle comprises of 3 different number of visits per bundle i.e., 10 times visit package, 20 times visit package, and 30 times visit package. We have also implemented a member database for our bedrock bathing centre. Customers can join our membership at an attracting fee to enjoy the services provided at member price. In addition to that, the Company also allows customers to purchase the services package via online and WeChat. | 4 | | 2. Quartz Therapy Chakras is within and parts of the human body that connects with the environment. If chakra is blocked or overactive, we lose balance of our physical and mental balance and in turn, it affects the physical and mental well-being. Quarts have the therapeutic effect of enabling Chakras to regain its balance. Thus, the therapy has the benefit of body cleansing, restoring good health and also spirit. **Our Product** NVB Scent Diffuser The negative oxygen ions essential oil diffuser distributes cold-sprayed essential oil particle to balance oxygen and negative ions in the air. The negative ions eliminate particles, and its called the vitamin in the air. The essential oil diffuser can purify air quality, and provide a natural aroma that relax the body. The essential oil diffuser has integrated the technology of Never BAC anti-bacterial that provides the effect of purification, anti-bacterial, second-hand smoke elimination, and deodorization. Mini Water Purifier The mini water purifier integrates advanced pressurization technology and filtering materials, which allow instant purification of water and the removal of excess chlorine in water. The multi-layer filtration process of the purifier ensures water conservation and also stabilizes water pressure at the same time. Most importantly, the purifier can effectively remove heavy metals and impurity associated with old pipelines. | 5 | | **Trademarks** The Company owned several trademarks registered under its subsidiary in respective jurisdictions of which the subsidiary operates in. Currently, the Company is also applying for trademarks in other jurisdictions it intends to expand its operation into. | Category | | Registration Number | | Trade Marks Logo | | Ownership | | Country | | Effective Date and Duration | | | Trademark | | 304770982 | | [Class 35] | | MU Global Holding Limited | | Hong Kong | | July 12, 2019 For 10 Years | | | Trademark | | 304770991 | | [Class 11,44] | | MU Global Holding Limited | | Hong Kong | | June 20, 2019 For 10 Years | | | 6 | | | Trademark | | 40201907290T | | | | MU Global Holding Limited | | Singapore | | April 4, 2019 For 10 years | | | | | | | | | | | | | | | | | | | | [Class 03] | | | | | | | | | | | | | | | | | | | | | | Trademark | | 1440029207 | | | | MU Global Holding Limited | | Saudi Arabia | | July 31, 2019 to April 11, 2029 | | | | | | | | | | | | | | | | | | | | [Class 44] | | | | | | | | | | | | | | | | | | | | | | Trademark | | 1440029205 | | | | MU Global Holding Limited | | Saudi Arabia | | July 30, 2019 to April 10, 2029 | | | | | | | | | | | | | | | | | | | | [Class 11] | | | | | | | | | | | | | | | | | | | | | | Trademark | | 1440029204 | | | | MU Global Holding Limited | | Saudi Arabia | | July 30, 2019 to April 10, 2029 | | | | | | | | | | | | | | | | | | | | [Class 03] | | | | | | | | | | | | | | | | | | | | | | Trademark | | 314481 | | | | MU Global Holding Limited | | United Arab Emirates | | July 25, 2019 For 10 years | | | | | | | | | | | | | | | | | | | | [Class 44] | | | | | | | | | | | | | | | | | | | | | | Trademark | | 314479 | | | | MU Global Holding Limited | | United Arab Emirates | | July 25, 2019 For 10 years | | | | | | | | | | | | | | | | | | | | [Class 11] | | | | | | | | | | | | | | | | | | | | | | Trademark | | 314480 | | | | MU Global Holding Limited | | United Arab Emirates | | July 25, 2019 For 10 years | | | | | | | | | | | | | | | | | | | | [Class 35] | | | | | | | | | | | | | | | | | | | | | | Trademark | | 304770982 | | | | MU Global Holding Limited | | Hong Kong | | December 14, 2018 For 10 years | | | 7 | | **Patent** On June 22 2021, Intellectual Property Office of Singapore officially granted one invention patent to MU Global Holding Limited (HK) for a duration period of 20 years, with an effective date from September 11, 2019. | Category | | Registration Number | | Thermostatic Control Setting Plan | | Ownership | | Country | | Effective Date and Duration | | | | | | | | | | | | | | | | Patent | | 10201908402Q | | | | MU Global Holding Limited (HK) | | Singapore | | June 22, 2021 For 20 Years (from September 11, 2019) | | The setting displays a concept of thermostatic control for a stone spa bed, which includes a bed, a bed heating element, an energy part, a cover cabin, cover cabins opening/closing assembly, a thermostatic control device, and a thermostatic temperature adjustment device. Once the thermostatic temperature adjustment device sets the default temperature, the user can activate the bed heating element after lying down on the stone spa bed. Following the closure of the cover cabin, the bed heating element will start heating from the default temperature to the users ideal degree of temperature. Once the session completes, the thermostatic control device will reduce the heating efficiency to the default temperature in order to maintain the heat for the next session, which can largely reduce the heating time and electricity cost-saving. **Future Plan** The Company is venturing into new business focus in promoting green finance and advancing the global implementation of Environmental, Social, and Governance (ESG) standards, which will focus on developing innovative green financial solutions, combining sustainability with responsible investment principles. The Company is committed to helping companies overcome financial challenges by offering customized financial solutions, reduce their carbon footprint and achieve carbon neutrality goals, assisting businesses in navigating the ever-changing market conditions and regulatory frameworks. The Company focuses on developing innovative financial tools that not only promote carbon reduction but also deliver stable investment returns to its clients. The Company range of professional services includes carbon trading, carbon pledge financing, and carbon custody, providing comprehensive carbon asset management solutions and innovative financial support to businesses. Please visit https://www.vg-il.com for more information. | 8 | | **Competition** The beauty and wellness industry are highly competitive and fragmented, we might be in disadvantage competing with competitor who has greater reserve or has higher access to capital than the Company do to deploy in operations, capital expenditure, and marketing activities. We hope to maintain a competitive advantage by utilizing the knowledge and expertise of the Company in the industry and our beyond satisfactory customer service. **Customers** For the year ended July 31, 2025, the Company has not generated revenue from customers under the ordinary course of business. **Employees** As of July 31, 2025, the Company has a total 2 employees. At the moment, the Company has adopted accountability system, hence management personnel have flexible working hours. Our sole director and Chief Executive Officer cum Chief Financial Officer, Niu Yen-Yen currently work full-time and fully committed to the operation of the company. We do not presently have pension, health, annuity, insurance, stock options, profit sharing, or similar benefit plans; however, we may adopt plans in the future. There are presently no personal benefits available to our Officers, Directors or employees. **Government Regulation** At present, we are subject to the laws and regulations of the jurisdictions in which we operate, which may include business licensing requirements, income taxes and payroll taxes. In general, the development and operation of our business is not subject to special regulatory and supervisory requirements. **ITEM 1A. RISK FACTORS** We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item. **ITEM 1B. UNRESOLVED STAFF COMMENTS** We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item. **ITEM 1C. CYBERSECURITY** **Risk management and strategy** Vanguard Green Investment Limited acknowledges the crucial necessity of establishing, executing, and sustaining strong cybersecurity measures to secure our information systems. This is undertaken to uphold the confidentiality, integrity, and accessibility of our data. We plan to strategically incorporate cybersecurity risk management into all our comprehensive risk management framework, fostering a corporate culture that prioritizes cybersecurity at all levels. This integration shall be done in stages so as to guarantee that cybersecurity factors are ingrained in our decision-making processes throughout the organization. We plan to incorporate a risk management team to collaborate closely with the IT department, consistently assessing and mitigating cybersecurity risks in alignment with our business goals and operational requirements. We recognize the intricate and ever-changing nature of cybersecurity threats. To address this, we shall collaborate with external experts, including cybersecurity assessors, consultants, and auditors. This cooperation shall involve regular audits, threat assessments, and consultations to enhance our security measures. These efforts ensure that our cybersecurity strategies adhere to industry best practices and remain effective in safeguarding our systems. Understanding the potential risks associated with third-party service providers, we shall implemented stringent processes to oversee and manage these concerns. We shall conduct thorough security assessments before engaging with any third-party provider and maintain ongoing monitoring to ensure compliance with our cybersecurity standards. This involves quarterly assessments by our management and continuous evaluations by our security engineers. This approach is designed to mitigate the risks of data breaches or other security incidents originating from third-party sources. We have not encountered cybersecurity issues that have significantly impacted our operational performance or financial status. **Governance** The Board of Directors is fully aware of the vital importance of managing cybersecurity risks. To ensure effective governance in handling these risks, the Board shall implement a strong oversight mechanisms. This reflects our understanding of the significant impact these threats can have on operational integrity and stakeholder confidence. Our Board of Directors is tasked with overseeing data privacy and cybersecurity risks. They regularly review the Companys cybersecurity program with management, evaluating the adequacy of controls and security for our information technology systems. Additionally, they assess the Companys response plan in case of a security breach affecting these systems. Annually, the Board of Directors receives updates on potential cybersecurity incidents, data privacy, and compliance programs, engaging in active discussions with management on cybersecurity risks. **ITEM 2. PROPERTIES** Our principal executive office is located at 4F., No. 33, Ln. 258, Sec. 2, Jianguo N. Rd., Zhongshan Dist., Taipei City 104482, Taiwan (R.O.C.). **ITEM 3. LEGAL PROCEEDINGS** From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. There are currently no pending legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results. None of our directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business. **ITEM 4. MINE SAFETY DISCLOSURES** Not applicable. | 9 | | **PART II** **ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES** **Holders** As of July 31, 2025, we had 59,434,838 shares of our Common Stock par value, $.0001 issued and outstanding. There were 161 beneficial owners of our Common Stock. **Transfer Agent and Registrar** The transfer agent for our capital stock is VStock Transfer, LLC, with an address at 18, Lafayette Place, Woodmere, New York 11598 and telephone number is +1 (212) 828-8436. **Penny Stock Regulations** The Securities and Exchange Commission has adopted regulations which generally define penny stock to be an equity security that has a market price of less than $5.00 per share. Our Common Stock, when and if a trading market develops, may fall within the definition of penny stock and be subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000, or annual incomes exceeding $200,000 individually, or $300,000, together with their spouse). For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchasers prior written consent to the transaction. Additionally, for any transaction, other than exempt transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated by the Securities and Exchange Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealers presumed control over the market. Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. Consequently, the penny stock rules may restrict the ability of broker-dealers to sell our Common Stock and may affect the ability of investors to sell their Common Stock in the secondary market. In addition to the penny stock rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority (FINRA) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customers financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit the investors ability to buy and sell our stock. **Dividend Policy** Any future determination as to the declaration and payment of dividends on shares of our Common Stock will be made at the discretion of our board of directors out of funds legally available for such purpose. We are under no obligations or restrictions to declare or pay dividends on our shares of Common Stock. In addition, we currently have no plans to pay such dividends. Our board of directors currently intends to retain all earnings for use in the business for the foreseeable future. **Equity Compensation Plan Information** Currently, there is no equity compensation plan in place. **Unregistered Sales of Equity Securities** Currently, there is no unregistered sales of equity securities. | 10 | | **Purchases of Equity Securities by the Registrant and Affiliated Purchasers** We have not repurchased any shares of our common stock during the fiscal year ended July 31, 2025. **ITEM 6. SELECTED FINANCIAL DATA** We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item. **ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS** *The following discussion of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and the notes to those financial statements appearing elsewhere in this Report.* *Certain statements in this Report constitute forward-looking statements. These forward-looking statements include statements, which involve risks and uncertainties, regarding, among other things, (a) our projected sales, profitability, and cash flows, (b) our growth strategy, (c) anticipated trends in our industry, (d) our future financing plans, and (e) our anticipated needs for, and use of, working capital. They are generally identifiable by use of the words may, will, should, anticipate, estimate, plan, potential, project, continuing, ongoing, expects, management believes, we believe, we intend, or the negative of these words or other variations on these words or comparable terminology. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. You should not place undue reliance on these forward-looking statements.* *The forward-looking statements speak only as of the date on which they are made, and, except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events.* Overview Vanguard Green Investment Limited, the US Company, operates through its wholly owned subsidiary, MU Worldwide Group Limited, a Seychelles Company; which operates through its wholly owned subsidiary, MU Global Holding Limited, a Hong Kong Company; which operates through its wholly owned subsidiary, MU Global Health Management (Shanghai) Limited, a Shanghai Company. The US, Seychelles and Hong Kong Companies act solely for holding purposes whereas all current and future operations in China are planned to be carried out via MU Global Health Management (Shanghai) Limited, the Shanghai Company. The purpose of the Hong Kong Company is to function as the current regional hub of the Company. Full disposition of MU Global Health Management (Shanghai) Limited was completed on July 30, 2024 for consideration of $11,975.00. All of the previous entities share the same exact business plan with the goal of developing and providing wellness and beauty services to our future clients. We aim to promote improved overall health and beauty in our clients through a holistic detoxification method. We will, at least initially, primarily focus our efforts on attracting customers in China. We have intentions, but no definitive plans or timelines, to expand to Singapore, Malaysia, Hong Kong, and Middle Eastern countries in the coming years, and subsequently we intend to make efforts to expand throughout Asia. We anticipate spending a substantial amount in marketing and advertising in the coming year. Results of Operations Revenue The Company did not generate revenue for the year ended July 31, 2025 and 2024. Cost of Revenue and Gross Margin For the year ended July 31, 2025 and 2024, the Company did not incur cost of revenue and did not generate gross profit for the year ended July 31, 2025 and 2024. Selling and Marketing Expenses The Company did not incur selling and distribution expenses for the year ended July 31, 2025 and 2024. | 11 | | General and Administrative Expenses General and administrative expenses for the year ended July 31, 2025 and 2024 amounted to $65,920 and $105,641 respectively, comprising professional fees, interest expense, bad debts written off and patent written off. Other Income The Company recorded an amount of $5 and $19,944 as other income for the year ended July 31, 2025 and 2024 respectively, being interest income, foreign exchange gain, gain on disposal of property, plant and equipment and gain on discounting of long-term loan. Net Loss Net loss for the year ended July 31, 2025 and 2024 amounted to $76,778 and $85,697 respectively. The decrease in net loss of $8,919 mainly due to the decrease in general and administrative expenses incurred during the year ended July 31, 2025. Liquidity and Capital Resources As of July 31, 2025 and 2024, we had working capital of shortage of $689,654 and $401,894, consisting of cash and cash equivalents of $93 and $12,052 respectively. During the year ended July 31, 2025 and 2024, we had negative operating cash flows due to revenue is insufficient to cover the general and administrative expenses. We depend substantially on financing activities to provide us with the liquidity and capital resources we need to meet our working capital requirements and to make capital investments in connection with ongoing operations. During the year ended July 31, 2025, the Company had met these requirements primarily from the financial support from director and third party company. Cash Used in Operating Activities For the year ended July 31, 2025 and 2024, net cash used in operating activities was $74,051 and $97,890 respectively. The cash used in operating activities was mainly for payment of general and administrative expenses. Cash Generated from Financing Activity For the year ended July 31, 2025 and 2024, net cash generated from financing activity was $62,092 and $92,029 respectively. The financing cash flow performance primarily reflects loan from director. Cash Generated from Investing Activities For the year ended July 31, 2025 and 2024, net cash generated from investing activities was $0 and $15,757 respectively. The investing cash flow performance primarily reflects the purchase of trademarks and net proceeds from disposal of subsidiary and plant and equipment. Credit Facilities We do not have any credit facilities or other access to bank credit. Critical Accounting Policies and Estimates Use of estimates Management uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheets, and the reported revenue and expenses during the periods reported. Actual results may differ from these estimates. Cash and cash equivalents Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. | 12 | | Revenue recognition Financial Accounting Standards Board, or FASB, issued ASC 606. The standard is a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. Revenue is measured at the fair value of the consideration received or receivable, net of discounts and taxes applicable to the revenue. The Company derives its revenue from provision of wellness and beauty services to customers via Company owned outlets, franchised outlets or distribution of our product to third party wellness and beauty salon. Cost of revenues Cost of revenue includes the cost of services and product incurred to provide wellness and beauty services and purchase of products. Cash and cash equivalents Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. Inventories Inventories consisting of products available for sell, are stated at the lower of cost or market value. Cost of inventory is determined using the first-in, first-out (FIFO) method. Inventory reserve is recorded to write down the cost of inventory to the estimated market value due to slow-moving merchandise and damaged goods, which is dependent upon factors such as historical and forecasted consumer demand, and promotional environment. The Company takes ownership, risks and rewards of the products purchased. Write downs are recorded in cost of revenues in the Consolidated Statements of Operations and Comprehensive Loss. Property, plant and equipment Property, 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: | Classification | | Estimated useful life | | | Leasable equipment | | 5 years | | | Computer hardware and software | | 3 years | | | Office equipment | | 3 years | | | Outlet design fee and equipment | | 3 years | | | Application development fee | | 3 years | | Expenditures for maintenance and repairs are expensed as incurred. The gain or loss on the disposal of property, plant and equipment is the difference between the net sale proceeds and the carrying amount of the relevant assets and is recognized in the Consolidated Statements of Operations and Comprehensive Loss. Impairment of long-live assets Long-lived assets primarily include trademark of the Company. In accordance with the provision of ASC Topic 360, *Impairment or Disposal of Long-Lived Assets*, the Company generally conducts its annual impairment evaluation to its long-lived assets, usually in the fourth quarter of each fiscal year, or more frequently if indicators of impairment exist, such as significant sustained change in the business climate. The recoverability of long-lived assets is measured at the lowest level group. If the total of the expected undiscounted future net cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and carrying amount of the asset. | 13 | | Leases The Company recognizes lease payments for its short-term lease on a straight-line basis over the lease term in accordance with ASC 842. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease. In determining the present value of the unpaid lease payments, ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As most of the Company leases do not provide an implicit rate, the Company uses its incremental borrowing rate as the discount rate for the lease. The Company incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments. Income taxes Income taxes are determined in accordance with the provisions of ASC Topic 740, *Income Taxes* (ASC Topic 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 periods 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. The Company conducts major businesses in China and is subject to tax in this jurisdiction. As a result of its business activities, the Company will file tax returns that are subject to examination by the foreign tax authority. Going concern The accompanying financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. For the year ended July 31, 2025, the Company has continuously incurred a net loss of $76,778. As of July 31, 2025, the Companys current liabilities exceeded its current assets by $689,654, suffered an accumulated deficit of $2,560,821, capital deficiency of $724,578 and negative operating cash flow of $74,051. The Companys ability to continue as a going concern is dependent upon improving the profitability and the continuing financial support from its shareholders and director. Management believes the existing shareholders, director or external financing will provide the additional cash to meet the Companys obligations as they become due. These and other factors raise substantial doubt about the Companys ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result in the Company not being able to continue as a going concern. | 14 | | Net loss per share The Company calculates net loss per share in accordance with ASC Topic 260 Earnings Per Share. Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted loss per share is computed similar to basic loss 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. 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 Consolidated Statements of Operations and Comprehensive Loss. The functional currency of the parent Company is United States dollar and the functional currency of the subsidiaries MU Worldwide Group Limited (Seychelles) and MU Global Holding Limited (Hong Kong) is United States dollar. The reporting currency of the Company and its subsidiary is United States Dollars (US$) and the accompanying financial statements have been expressed in US$. In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, Translation of Financial Statement, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive loss within the statements of shareholders equity. Translation of amounts from RMB, TWD and HK$ into US$1 has been made at the following exchange rates for the respective periods: | | | As of and for the year ended July 31, | | | | | 2025 | | 2024 | | | | | | | | | | Year-end RMB : US$1 exchange rate | | | 7.1943 | | | | 7.2511 | | | | Year-average RMB : US$1 exchange rate | | | 7.2064 | | | | 7.2198 | | | | Year-end HK$ : US$1 exchange rate | | | 7.8494 | | | | 7.8116 | | | | Year-average HK$ : US$1 exchange rate | | | 7.7931 | | | | 7.8187 | | | | Year-end TWD : US$1 exchange rate | | | 29.844 | | | | 32.707 | | | | Year-average TWD : US$1 exchange rate | | | 31.767 | | | | 31.931 | | | Related parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence. Fair value of financial instruments The carrying value of the Companys financial instruments: cash and cash equivalents, accounts payable and accrued liabilities, and amount due to a director approximate at their fair values because of the short-term nature of these financial instruments. The Company also follows the guidance of the ASC Topic 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: Observable inputs such as quoted prices in active markets; | | | | | | | | Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and | | | | | | | | Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | | Credit losses The Company estimates and records a provision for its expected credit losses related to its financial instruments, including its trade receivables. Management considers historical collection rates, the current financial status of the Companys customers, macroeconomic factors, and other industry-specific factors when evaluating current expected credit losses. Forward-looking information is also considered in the evaluation of current expected credit losses. However, because of the short time to the expected receipt of accounts receivable, management believes that the carrying value, net of expected losses, approximates fair value and therefore, relies more on historical and current analysis of such financial instruments, including its trade receivables. Credit loss rate is determined by historical collection based on aging schedule, adjusted for current conditions using reasonable and supportable forecasts. Based on the aging categorization and the adjusted loss rate per category, an allowance for credit losses is calculated by multiplying the adjusted loss rate with the amortized cost in the respective age category. Recently Adopted Accounting Standards In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company already adopted this ASU on its financial statements and relateddisclosures. Recent accounting pronouncements The Company has reviewed all recently issued, but not yet effective, considers the applicability and impact of all accounting standards updates (ASUs). Management periodically reviews new accounting standards that are issued. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The new standard was issued to improve transparency and decision usefulness of income tax disclosures by providing information that helps investors better understand how an entitys operations, tax risks, tax planning and operational opportunities affect its tax rate and prospects for future cash flows. The amendments in this update primarily relate to requiring greater disaggregated disclosure of information in the rate reconciliation, income taxes paid, income (loss) from continuing operations before income tax expense (benefit), and income tax expense (benefit) from continuing operations. The ASU is effective for fiscal years beginning after December 15, 2024, and early adoption is permitted. The standard can be applied prospectively or retrospectively. **** In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. The new standard requires entities to disclose additional information about certain expenses, such as purchases of inventory, employee compensation, depreciation, intangible asset amortization, as well as selling expenses included in commonly presented expense captions on the income statement. The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01, Income Statement Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Companies have the option to apply this guidance either on a retrospective or prospective basis, and early adoption is permitted. The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Companys financial statements. Off-Balance Sheet Arrangements The Company has no off-balance sheet arrangements | 15 | | **ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK** We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item. **ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA** The financial statements required by this item are located in PART IV of this Annual Report. **ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE** None. **ITEM 9A. CONTROLS AND PROCEDURES** Disclosures Control and Procedures Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the companys principal executive and principal financial officers and effected by the companys board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that: | | | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; | | | | | | | | | | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and | | | | | | | | | | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the companys assets that could have a material effect on the financial statements. | | Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. As of July 31, 2025, the management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and SEC guidance on conducting such assessments. Based on such evaluation, the management concluded that during the year covered by this Report, internal controls and procedures overall were not effective. This was due to the deficiencies existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses. | 16 | | Identified Material Weakness A material weakness in internal control over financial reporting is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the financial statements will not be prevented or detected. Management identified the following material weakness during its assessment of internal controls over financial reporting as of July 31, 2025. *We do not have adequate segregation of duties and effective risk assessment* Lack of segregation of duties and effective risk assessment may cause the Company to face the likelihood of fraud or theft, due to poor oversight, governance and review to detect errors. Accordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the companys internal controls. As a result of the material weaknesses described above, the management has concluded that the Company did not maintain effective internal control over financial reporting as of July 31, 2025 based on the criteria established in Internal ControlIntegrated Framework issued by COSO. Managements Remediation Initiatives In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures: | 1. | We plan to create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function. The accounting personnel is responsible for reviewing the financing activities, facilitating the approval of the financing, recording the information regarding the financing, and submitting SEC filing related documents to our legal counsel in order to comply with the filing requirements of SEC. | | | | | | | 2. | We intend to add staff members to our management team to make sure that information required to be disclosed in our reports filed and submitted under the Exchange Act is recorded, processed, summarized and reported as and when required and will the staff members will have segregated responsibilities with regard to these responsibilities. | | We anticipate that these initiatives will be at least partially, if not fully, implemented by the end of fiscal year 2025. Changes in internal controls over financial reporting There was no change in our internal controls over financial reporting that occurred during the year covered by this Report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting: This annual report does not include an attestation report of the Companys registered independent public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by the Companys registered independent public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only managements report in this Annual Report on Form 10-K. **ITEM 9B. OTHER INFORMATION** None. | 17 | | **PART III** **ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE** Our executive officers and directors and their respective ages as of the date hereof are as follows: | NAME | | AGE | | POSITION | | | Niu Yen-Yen | | 52 | | Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer, Director | | Set forth below is a brief description of the background and business experience of our executive officer and director for the past five years. **Niu Yen-Yen - President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, Director** In 2014, Ms. Niu Yen-Yen received Master of Business Administration program from Aalto University Executive Education, Taiwan. From 1997 to 2006, Ms. Niu Yen-Yen served as the Business Development Director at Serax International Limited in Hong Kong, a multilevel marketing business. Ms. Niu serves as Chief Executive Officer of Yu Qing International Co., Ltd. in Taiwan since 2006 and continues to hold this position at present. In 2006, when she first started this company, she became an agent to perfume brands such as, Calvin Klein, Clive Christian, Dior, Versace, Chanel, Hermes, Kenzo, Bvlgari, Jimmy Choo etc. In 2010, Ms. Niu has held over 500 sales events all over famous shopping malls and hotels. In 2012, she developed a retail brand called Idol Beauty. It provides various beauty care, organic skin care and cosmetic products. In 2013, she set up Day More as the first stone spa brand in Taiwan. In the same year, she worked with Horien Biochemical Technology Co., Ltd. to develop and apply patent beauty care products such as Antirincle and Biofresh. In 2016, Ms. Niu opened a new business called Mu Chuan International Company Limited, a multilevel marketing business. In 2017, Ms. Niu established a cross-border e-commerce business, https://www.magicgo99.com, in order to reach consumers globally. On November 1, 2022, Ms. Niu Yen Yen appointed as Chief Financial Officer of the Company. Ms. Niu Yen-Yens experience in corporate management and business development has led the Board of Directors to reach the conclusion that she should serve as President, Chief Executive Officer, Chief Financial Officer and Director of the Company. **Hsieh Chang-Chung - Chief Financial Officer** In 1985, Mr. Hsieh Chang-Chung received Master of Business Administration from Chung Yuan Christian University, Taiwan. From 1989 to 1992, Mr. Hsieh worked as the Special Assistant to the Chairman of Fu-I Industrial Group, a listed company in Taipei Stock Exchange. He served as the Co-Founder and Executive Vice President of Quanton Optronics Inc. from November 1992 to December 1993. Mr. Hsieh had also served as the Controller of UTC Co., Ltd from 1994 to 1995. From 1995 to 1998, Mr. Hsieh served as the Chief Staff of the CEO Office in EMI. Ltd., which is a listed company in Taipei Stock Exchange. He also served as the Vice President of Far Eastern VC Investment Co., Ltd from 1997 to 2006. From 1999 to 2008, Mr. Hsieh served as the Chief Financial Officer and Senior Vice President of Eastern Multimedia Co., Ltd. (which was renamed to Kbro Co., Ltd. in 2006) in Taiwan. He then served as the Vice President and Chief Investment Officer of Head Office in Eastern Media International Group (EMI) from 2008 to 2016. From 2016 to 2019, Mr. Hsieh has served as the Senior Consultant of Eastern Media International Group (EMI) in Taiwan. Mr. Hsieh Chang-Chungs corporate and financial experience has led the Board of Directors to reach the conclusion that he should serve as the Chief Financial Officer of the Company. On November 1, 2022, Mr. Hsieh Chang-Chung resigned as Chief Financial Officer of the Company. | 18 | | **Corporate Governance** The Company promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the Securities and Exchange Commission (the SEC) and in other public communications made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations. The Company has not formally adopted a written code of business conduct and ethics that governs the Companys employees, officers and Directors as the Company is not required to do so. In lieu of an Audit Committee, the Companys Board of Directors is responsible for reviewing and making recommendations concerning the selection of external auditors, reviewing the scope, results and effectiveness of the annual audit of the Companys financial statements and other services provided by the Companys independent public accountants. The Board of Directors, Chief Executive Officer and Chief Financial Officer of the Company review the Companys internal accounting controls, practices and policies. *Committees of the Board* Our Company currently does not have nominating, compensation, or audit committees or committees performing similar functions nor does our Company have a written nominating, compensation or audit committee charter. Our Director(s) believes that it is not necessary to have such committees, at this time, because the Director(s) can adequately perform the functions of such committees. *Audit Committee Financial Expert* Our Board of Directors has determined that we do not have a board member that qualifies as an audit committee financial expert as defined in Item 407(D)(5) of Regulation S-K, nor do we have a Board member that qualifies as independent as the term is used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14) of the FINRA Rules. We believe that our Director(s) are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The Director(s) of our Company does not believe that it is necessary to have an audit committee because management believes that the Board of Directors can adequately perform the functions of an audit committee. In addition, we believe that retaining an independent Director who would qualify as an audit committee financial expert would be overly costly and burdensome and is not warranted in our circumstances given the stage of our development and the fact that we have not generated any positive cash flows from operations to date. *Involvement in Certain Legal Proceedings* Our Directors and our Executive officers have not been involved in any of the following events during the past ten years: | 1. | bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; | | | 19 | | | 2. | any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); | | | 3. | being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his/her involvement in any type of business, securities or banking activities; or | | | 4. | being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. | | | 5. | Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; | | | 6. | Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; | | | 7. | Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:(i) Any Federal or State securities or commodities law or regulation; or(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or | | | 8. | Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. | | Independence of Directors We are not required to have independent members of our Board of Directors, and do not anticipate having independent Directors until such time as we are required to do so. *Code of Ethics* We have not adopted a formal Code of Ethics. The Board of Directors has evaluated the business of the Company and the number of employees and determined that since the business is operated by a small number of persons, general rules of fiduciary duty and federal and state criminal, business conduct and securities laws are adequate ethical guidelines. In the event our operations, employees and/or Directors expand in the future, we may take actions to adopt a formal Code of Ethics. *Shareholder Proposals* Our Company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors. The Board of Directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our Company does not currently have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such nominees. The Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment. A shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our President, at the address appearing on the first page of this Information Statement. | 20 | | **ITEM 11. EXECUTIVE COMPENSATION** The following table sets forth information concerning the compensation of our Chief Executive Officer, and the executive officers who served at the end of the year July 31, 2025, for services rendered in all capacities to us. **Summary Compensation Table:** | Name and Principal Position | | Year | | Salary ($) | | Bonus ($) | | Stock Awards ($) | | Option Awards ($) | | Non-Equity Incentive Plan Compensation ($) | | Nonqualified Deferred Compensation Earnings ($) | | All Other Compensation ($) | | Total ($) | | | Niu Yen Yen, Chief Executive Officer, Chief Financial Officer, | | For the year ended July 31, 2025 | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | President, Secretary, Treasurer, Director | | For the year ended July 31, 2024 | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | **Narrative Disclosure to Summary Compensation Table** There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors from time to time. We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control. **Stock Option Grants** We have not granted any stock options to our executive officers since our incorporation. **Employment Agreements** As of the date of the filing of this Form 10-K, we have no written employment agreements with our officers and directors. Compensation was determined after discussion about expected time commitments, remuneration paid by comparable organizations and the flexibility provided to the Company by not having extended terms and other terms typical of employment agreements. We have no plans or packages providing for compensation of officers after resignation or retirement. | 21 | | **Compensation Discussion and Analysis** **Director Compensation** Our Board of Directors does not currently receive any consideration for their services as members of the Board of Directors. The Board of Directors reserves the right in the future to award the members of the Board of Directors cash or stock-based consideration for their services to the Company, which awards, if granted shall be in the sole determination of the Board of Directors. **Executive Compensation Philosophy** Our Board of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors reserves the right to pay our executives or any future executives a salary, and/or issue them shares of common stock in consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officers performance. This package may also include long-term stock-based compensation to certain executives, which is intended to align the performance of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance base stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants would be in the best interests of the Company. **Incentive Bonus** The Board of Directors may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion, if the Board of Directors believes such bonuses are in the Companys best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such executives. **Long-term, Stock Based Compensation** In order to attract, retain and motivate executive talent necessary to support the Companys long-term business strategy we may award our executive and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board of Directors, which we do not currently have any immediate plans to award. | 22 | | **ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS** As of July 31, 2025, the Company has 59,434,838 shares of common stock issued and outstanding, which number of issued and outstanding shares of common stock have been used throughout this report. The following table sets forth, as of July 31, 2025 certain information with regard to the record and beneficial ownership of the Companys common stock by (i) each person known to the Company to be the record or beneficial owner of more than 5% of the Companys common stock, (ii) each director of the Company, (iii) each of the named executive officers, and (iv) all executive officers and directors of the Company as a group: | Name and Address of Beneficial Owner | | Shares of Common Stock Beneficially Owned | | | Common Stock Voting Percentage Beneficially Owned | | | Total Voting Percentage Beneficially Owned | | | | Executive Officers and Directors | | | | | | | | | | | | | | | Niu Yen-Yen, Chief Executive Officer and Chief Financial Officer, (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer), President, Secretary, Treasurer and Director | | | 11,514,970 | | | | 19.37 | % | | | 19.37 | % | | | Server Intl Co., Ltd1 | | | 10,600,000 | | | | 17.84 | % | | | 17.84 | % | | | All of executive officers and director as a group | | | 22,114,970 | | | | 37.21 | % | | | 37.21 | % | | | | | | | | | | | | | | | | | | 5% or greater shareholders (excluding officers/directors) | | | | | | | | | | | | | | | Chen Shu-Jen | | | 5,078,688 | | | | 8.55 | % | | | 8.55 | % | | 1Server Intl Co., Ltd is owned and controlled entirely by our Chief Executive Officer cum Chief Financial Officer, Ms. Niu Yen-Yen. Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon exercise of an option or warrant) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person by reason of such acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect the persons actual voting power at any particular date. | (1) | Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Beneficial ownership also includes shares of stock subject to options and warrants currently exercisable or exercisable within 60 days of the date of this table. In determining the percent of common stock owned by a person or entity as of the date of this Report, (a) the numerator is the number of shares of the class beneficially owned by such person or entity, including shares which may be acquired within 60 days on exercise of warrants or options and conversion of convertible securities, and (b) the denominator is the sum of (i) the total shares of common stock outstanding on as of the date of this Annual Report (59,434,838 shares), and (ii) the total number of shares that the beneficial owner may acquire upon exercise of the derivative securities. Unless otherwise stated, each beneficial owner has sole power to vote and dispose of its shares. | | | | | | | (2) | Based on the total issued and outstanding shares of 59,434,838 as of the date of this Annual Report. | | | 23 | | **ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE** On June 4, 2018, Ms. Niu Yen-Yen was appointed Chief Executive Officer, President, Secretary, Treasurer and sole member of our Board of Directors. On June 4, 2018, our Chief Executive Officer, Ms. Niu Yen-Yen subscribed 100,000 shares of restricted common stock of the Company at par value of $0.0001 per share. The monies from this transaction, which totaled $10, went to the Company to be used as initial working capital. On June 5, 2018, Mr. Hsieh Chang-Chung was appointed Chief Financial Officer. On June 29, 2018, we, the Company acquired MU Worldwide Group Limited (herein referred as the Seychelles Company), a company incorporated in the Republic of Seychelles. MU Worldwide Group Limited, the Seychelles Company, operates through its subsidiary MU Global Holding Limited (herein referred as the Hong Kong Company), a company incorporated in Hong Kong. MU Global Holding Limited, the Hong Kong Company, operates through its wholly owned subsidiary, MU Global Health Management (Shanghai) Limited, (herein referred as the Shanghai Company), a company incorporated in Shanghai, People Republic China. On July 6, 2018, Ms. Niu Yen-Yen and Server Intl Co., Ltd. subscribed 25,000,000 and 11,000,000 restricted shares of common stock, respectively, of the Company, at par value of $0.0001 per share. The monies from these transactions, which totaled $3,600, went to the Company to be used as initial working capital. Server Intl Co., Ltd. is controlled entirely by Ms. Niu Yen-Yen. On July 7, 2018, Chang Chun-Ying and Chang Su-Fen subscribed 4,300,000 and 5,000,000 restricted shares of common stock, respectively, of the Company, at par value of $0.0001 per share. The monies from these transactions, which totaled $930, went to the Company to be used as initial working capital. On July 9, 2018, GreenPro Asia Strategic SPC and GreenPro Venture Capital Limited, subscribed 2,835,000 and 2,165,000 restricted shares of common stock of the Company, respectively, at par value of $0.0001 per share. The monies from these transactions, which totaled $500, went to the Company to be used as initial working capital. Greenpro Asia Strategic SPC is controlled and managed by GC Investment Management Limited. Greenpro Venture Capital Limited is owned by Greenpro Capital Corp. The controlling shareholders of Greenpro Capital Corp. are Lee Chong Kuang and Loke Che Chan. On July 10, 2018, Server Intl Co., Ltd., which is owned and controlled by our CEO, Ms. Niu Yen-Yen, sold 200,000 shares of restricted common stock at par value of $0.0001 per share to our Chief Financial Officer, Hsieh Chang-Chung. From August 1, 2018 to December 13, 2018, Ms. Niu Yen-Yen, the sole director and CEO of the Company has transferred 1,557,800 shares of common stock to 16 non-US residents. From August 1, 2020 to July 31, 2021, Ms. Niu Yen-Yen had 395,000 common stocks transferred in and had sold 3,364,921 shares of common stock. From August 1, 2021 to July 31, 2022, Ms. Niu Yen-Yen had 55,522 shares of common stocks transferred in and had sold 6,800,000 shares of common stock. On November 1, 2022, Mr. Hsieh Chang-Chung resigned as Chief Financial Officer of the Company and with immediate effect, Ms. Niu Yen-Yen appointed as Chief Financial Officer of the Company. | 24 | | **Review, Approval and Ratification of Related Party Transactions** Given our small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above, with our executive officer(s), Director(s) and significant stockholders. We intend to establish formal policies and procedures in the future, once we have sufficient resources and have appointed additional Directors, so that such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee thereof. On a moving forward basis, our Director(s) will continue to approve any related party transaction. **ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES** Below is the aggregate amount of fees billed for professional services rendered by our principal accountants with respect to our last two fiscal years. | | | Year ended July 31, 2025 | | | Year ended July 31, 2024 | | | | Audit fees | | $ | 15,000 | | | $ | 15,000 | | | | Audit related fees | | | 10,500 | | | | 10,500 | | | | Tax fees | | | - | | | | - | | | | All other fees | | | - | | | | - | | | | Total | | $ | 25,500 | | | $ | 25,500 | | | The category of Audit fees includes fees for our annual audit, quarterly reviews and services rendered in connection with regulatory filings with the SEC, such as the issuance of comfort letters and consents. The category of Audit-related fees includes employee benefit plan audits, internal control reviews and accounting consultation. All of the professional services rendered by principal accountants for the audit of our annual financial statements that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for last two fiscal years were approved by our Board of Directors. | 25 | | **PART IV** **ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES** **(a) Financial Statements** The following are filed as part of this report: Financial Statements The following financial statements of Vanguard Green Investment Limited and Report of Independent Registered Public Accounting Firm are presented in the F pages of this Report: | | Page | | | | | | | Index | F-1 | | | | | | | Report of Independent Registered Public Accounting Firm | F-2 | | | | | | | Financial Statements | | | | | | | | Consolidated Balance Sheets | F-3 | | | | | | | Consolidated Statements of Operations and Comprehensive Loss | F-4 | | | | | | | Consolidated Statements of Changes in Stockholders Equity | F-5 | | | | | | | Consolidated Statements of Cash Flows | F-6 | | | | | | | Notes to Consolidated Financial Statements | F-7 F-20 | | **(b) Exhibits** The following exhibits are filed or furnished herewith: | 3.1 | Articles of Incorporation** | | | | | | | 3.2 | Bylaws** | | | | | | | 31.1 | Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer* | | | | | | | 32.1 | Section 1350 Certification of principal executive officer* | | * Filed herewith. ** As filed in the Registrants Registration Statement on Form S-1 Amendment No.3 (File No. 333-228847) on April 30, 2019. | 26 | | **SIGNATURES** Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. | | VANGUARD GREEN INVESTMENT LIMITED. | | | | (Name of Registrant) | | | | | | | Date: October 24, 2025 | By: | /s/ NIU YEN YEN | | | | Title: | Chief Executive Officer, Chief Financial Officer | | | | | President, Director, Secretary and Treasurer | | | | | (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer) | | | 27 | | **INDEX TO FINANCIAL STATEMENTS** | | Page | | | Financial Statements | | | | | | | | Report of Independent Registered Public Accounting Firm | F-2 | | | | | | | Consolidated Balance Sheets | F-3 | | | | | | | Consolidated Statements of Operations and Comprehensive Loss | F-4 | | | | | | | Consolidated Statements of Changes in Stockholders Equity | F-5 | | | | | | | Consolidated Statements of Cash Flows | F-6 | | | | | | | Notes to Consolidated Financial Statements | F-7 - F-20 | | | F-1 | | * **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** **** **The Board of Directors and Stockholders of** **Vanguard Green Investment Limited** 4F., No. 33, Ln. 258, Sec. 2, Jianguo N. Rd., Zhongshan Dist., Taipei City 104482, Taiwan (R.O.C.) Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Vanguard Green Investment Limited and subsidiaries (the Company) as of July 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive loss, statements of changes in stockholders equity, and statements of cash flows for each of the years in the two-year period ended July 31, 2025 and 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two-year period ended July 31, 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America. Substantial Doubt About the Entitys Ability to Continue as a Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, for the financial year ended July 31, 2025, the Company has continuously incurred a net loss of $76,778. As of July 31,2025, the Companys current liabilities exceeded its current assets by $689,654, suffered an accumulated deficit of $2,560,821, capital deficiency of $724,578 and negative operating cash flows of $74,051. These conditions raise substantial doubt about its ability to continue as a going concern. Managements plans regarding those matters also are described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the Board of Directors (Those Charged with Governance) and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. | /s/ JP CENTURION & PARTNERS PLT | | | | JP CENTURION & PARTNERS PLT (ID: 6723) | | | | | | | We have served as the Companys auditor since 2021. | | | Kuala Lumpur, Malaysia | | | | October 24, 2025 | | | | F-2 | | **VANGUARD GREEN INVESTMENT LIMITED** **CONSOLIDATED BALANCE SHEETS** **AS OF JULY 31, 2025 and 2024** **(Currency expressed in United States Dollars (US$), except for number of shares)** **(Audited)** | | | 2025 | | | 2024 | | | | | | As of July 31, | | | | | | 2025 | | | 2024 | | | | ASSETS | | | | | | | | | | | NON-CURRENT ASSETS | | | | | | | | | | | Property, plant and equipment | | $ | - | | | $ | - | | | | Leased asset Right of use | | | - | | | | - | | | | | | | | | | | | | | | Total non-current assets, excluding intangible assets | | | - | | | | - | | | | | | | | | | | | | | | INTANGIBLE ASSET | | | | | | | | | | | Patent and trademark | | $ | - | | | $ | - | | | | | | | | | | | | | | | Total non-current assets | | | - | | | | - | | | | | | | | | | | | | | | CURRENT ASSETS | | | | | | | | | | | Cash and cash equivalents | | | 93 | | | | 12,052 | | | | Prepayments and deposits | | $ | 15,165 | | | $ | 4,950 | | | | | | | | | | | | | | | Total current assets | | | 15,258 | | | | 17,002 | | | | | | | | | | | | | | | TOTAL ASSETS | | $ | 15,258 | | | $ | 17,002 | | | | | | | | | | | | | | | LIABILITIES AND STOCKHOLDERS EQUITY | | | | | | | | | | | NON-CURRENT LIABILITIES | | | | | | | | | | | Leased liabilities | | $ | - | | | $ | - | | | | Loan from director | | | - | | | | 114,071 | | | | Loan from third party | | | 34,924 | | | | 131,835 | | | | Loan | | | 34,924 | | | | 131,835 | | | | | | | | | | | | | | | Total non-current liabilities | | $ | 34,924 | | | $ | 245,906 | | | | CURRENT LIABILITIES | | | | | | | | | | | Other payables and accrued liabilities | | | 57,881 | | | | 57,764 | | | | Amount due to related party | | | 96,513 | | | | 96,513 | | | | Deposit from franchisees | | | 1,785 | | | | 1,785 | | | | Loan from director | | | 445,001 | | | | 262,834 | | | | Loan from third party | | | 103,732 | | | | - | | | | Loan | | | 103,732 | | | | - | | | | Leased liabilities | | | - | | | | - | | | | | | | | | | | | | | | Total current liabilities | | | 704,912 | | | | 418,896 | | | | | | | | | | | | | | | TOTAL LIABILITIES | | $ | 739,836 | | | $ | 664,802 | | | | | | | | | | | | | | | STOCKHOLDERS DEFICIT | | | | | | | | | | | Preferred stock, $0.0001 par value, 200,000,000 shares authorized, None issued and outstanding | | $ | - | | | $ | - | | | | Common stock, $0.0001 par value, 600,000,000 shares authorized, 59,434,838 shares issued and outstanding as of July 31, 2025 and July 31, 2024 respectively | | | 5,943 | | | | 5,943 | | | | Additional paid-in capital | | | 1,830,300 | | | | 1,830,300 | | | | Foreign currency adjustment | | | - | | | | - | | | | Accumulated deficit | | | (2,560,821 | ) | | | (2,484,043 | ) | | | | | | | | | | | | | | Total stockholders deficit | | | (724,578 | ) | | | (647,800 | ) | | | | | | | | | | | | | | TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT | | $ | 15,258 | | | $ | 17,002 | | | See accompanying notes to consolidated financial statements. | F-3 | | **VANGUARD GREEN INVESTMENT LIMITED** **CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS** **FOR THE YEARS ENDED JULY 31, 2025 AND 2024** **(Currency expressed in United States Dollars (US$), except for number of shares)** **(Audited)** | | | For the year ended July 31, 2025 | | | For the year ended July 31, 2024 | | | | REVENUE | | $ | - | | | $ | - | | | | | | | | | | | | | | | COST OF REVENUE | | | - | | | | - | | | | | | | | | | | | | | | GROSS PROFIT | | | - | | | | - | | | | | | | | | | | | | | | OTHER INCOME | | | 5 | | | | 19,944 | | | | | | | | | | | | | | | SELLING AND MARKETING EXPENSES | | | - | | | | - | | | | | | | | | | | | | | | GENERAL AND ADMINISTRATIVE EXPENSES | | | (65,920 | ) | | | (105,641 | ) | | | | | | | | | | | | | | FINANCE COST | | | (10,863 | ) | | | - | | | | | | | | | | | | | | | LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | | $ | (76,778 | ) | | $ | (85,697 | ) | | | | | | | | | | | | | | INCOME TAXES PROVISION | | | - | | | | - | | | | | | | | | | | | | | | NET LOSS FROM CONTINUING OPERATIONS | | | (76,778 | ) | | | (85,697 | ) | | | | | | | | | | | | | | NET GAIN/(LOSS) FROM DISCONTINUED OPERATIONS | | | | | | | | | | | Gain from disposal of subsidiary | | | - | | | | 64,050 | | | | Loss from discontinued operations, net of tax | | | - | | | | (4,388 | ) | | | | | | | | | | | | | | NET LOSS | | | (76,778 | ) | | | (26,035 | ) | | | | | | | | | | | | | | Other comprehensive loss: | | | | | | | | | | | - Foreign exchange translation loss | | | - | | | | (36,979 | ) | | | | | | | | | | | | | | TOTAL COMPREHENSIVE LOSS | | $ | (76,778 | ) | | $ | (63,014 | ) | | | | | | | | | | | | | | Net loss per share - Basic and diluted | | $ | (0.0013 | ) | | $ | (0.0004 | ) | | | | | | | | | | | | | | Weighted average number of common shares outstanding - Basic and diluted | | | 59,434,838 | | | | 59,434,838 | | | See accompanying notes to consolidated financial statements. | F-4 | | **VANGUARD GREEN INVESTMENT LIMITED** **CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY** **FOR THE YEARS ENDED JULY 31, 2025 AND 2024** **(Currency expressed in United States Dollars (US$), except for number of shares)** **(Audited)** | | | Number of Shares | | | Amount | | | PAID-IN CAPITAL | | | COMPREHENSIVE INCOME | | | ACCUMULATED DEFICIT | | | TOTAL EQUITY | | | | | | COMMON SHARES | | | ADDITIONAL | | | ACCUMULATED OTHER | | | | | | | | | | | | Number of Shares | | | Amount | | | PAID-IN CAPITAL | | | COMPREHENSIVE INCOME | | | ACCUMULATED DEFICIT | | | TOTAL EQUITY | | | | Balance as of July 31, 2023 | | | 59,434,838 | | | $ | 5,943 | | | $ | 1,831,111 | | | $ | 36,979 | | | $ | (2,458,008 | ) | | $ | (583,975 | ) | | | Net loss for the year | | | - | | | | - | | | | - | | | | - | | | | (85,697 | ) | | | (85,697 | ) | | | Loss from discontinued operations | | | - | | | | - | | | | - | | | | - | | | | (4,388 | ) | | | (4,388 | ) | | | Foreign currency translation adjustment | | | - | | | | - | | | | (811 | ) | | | (36,979 | ) | | | - | | | | (37,790 | ) | | | Gain from disposal of subsidiary | | | - | | | | - | | | | - | | | | - | | | | 64,050 | | | | 64,050 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance as of July 31, 2024 | | | 59,434,838 | | | $ | 5,943 | | | $ | 1,830,300 | | | $ | - | | | $ | (2,484,043 | ) | | $ | (647,800 | ) | | | Balance | | | 59,434,838 | | | $ | 5,943 | | | $ | 1,830,300 | | | $ | - | | | $ | (2,484,043 | ) | | $ | (647,800 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net loss for the year | | | - | | | | - | | | | - | | | | - | | | | (76,778 | ) | | | (76,778 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance as of July 31, 2025 | | | 59,434,838 | | | $ | 5,943 | | | $ | 1,830,300 | | | $ | - | | | $ | (2,560,821 | ) | | $ | (724,578 | ) | | | Balance | | | 59,434,838 | | | $ | 5,943 | | | $ | 1,830,300 | | | $ | - | | | $ | (2,560,821 | ) | | $ | (724,578 | ) | | See accompanying notes to consolidated financial statements | F-5 | | **VANGUARD GREEN INVESTMENT LIMITED** **CONSOLIDATED STATEMENTS OF CASH FLOWS** **FOR THE YEARS ENDED JULY 31, 2025 AND 2024** **(Currency expressed in United States Dollars (US$))** **(Audited)** | | | For the year ended July 31, 2025 | | | For the year ended July 31, 2024 | | | | | | | | | | | | | CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | | | Net loss from continuing operations | | $ | (76,778 | ) | | $ | (85,697 | ) | | | Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | Impairment of fixed assets | | | - | | | | (1,051 | ) | | | Bad debts written-off | | | - | | | | 5,302 | | | | Patent written-off | | | 1,800 | | | | - | | | | Interest expense | | | 10,863 | | | | - | | | | Unrealized foreign exchange gain | | | 2,259 | | | | - | | | | Gain on discounting of long-term loan | | | - | | | | (16,927 | ) | | | Gain on disposal of property, plant and equipment | | | - | | | | (3,012 | ) | | | Changes in operating assets and liabilities: | | | | | | | | | | | Prepayments and deposits | | | (12,015 | ) | | | 2,466 | | | | Amount due from related parties | | | - | | | | 5,449 | | | | Other payables and accrued liabilities | | | (180 | ) | | | (4,420 | ) | | | Net cash used in operating activities | | $ | (74,051 | ) | | $ | (97,890 | ) | | | | | | | | | | | | | | CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | | | Proceed on disposal of property, plant and equipment | | $ | - | | | $ | 6,529 | | | | Disposal of a subsidiary, net of cash disposed | | | - | | | | 11,694 | | | | Purchase of trademark | | | - | | | | (2,466 | ) | | | Net cash generated from investing activities | | $ | - | | | $ | 15,757 | | | | | | | | | | | | | | | CASH FLOWS FROM FINANCING ACTIVITY: | | | | | | | | | | | Loan from director | | $ | 62,092 | | | $ | 92,029 | | | | Net cash generated from financing activity | | $ | 62,092 | | | $ | 92,029 | | | | | | | | | | | | | | | CASH FLOWS FROM DISCONTINUED OPERATIONS: | | | | | | | | | | | Operating activities of discontinued operations | | $ | - | | | $ | (76,476 | ) | | | Investing activities of discontinued operations | | | - | | | | 37,366 | | | | Financing activities of discontinued operations | | | - | | | | 36,890 | | | | Net cash used in discontinued operations | | $ | - | | | $ | (2,220 | ) | | | | | | | | | | | | | | Effect of foreign exchange translation | | | - | | | | (49 | ) | | | | | | | | | | | | | | Net change in cash and cash equivalents | | | (11,959 | ) | | | 7,627 | | | | | | | | | | | | | | | Cash and cash equivalents, beginning of year | | $ | 12,052 | | | $ | 4,425 | | | | | | | | | | | | | | | Cash and cash equivalents, end of year | | $ | 93 | | | $ | 12,052 | | | See accompanying notes to consolidated financial statements. | F-6 | | **VANGUARD GREEN INVESTMENT LIMITED** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED JULY 31, 2025 AND 2024** **(Currency expressed in United States Dollars (US$), except for number of shares)** **1. ORGANIZATION AND BUSINESS BACKGROUND** Vanguard Green Investment Limited is organized as a Nevada limited liability company, incorporated on June 4, 2018. For purposes of consolidated financial statement presentation, Vanguard Green Investment Limited and its subsidiary are herein referred to as the Company or we. The Company business of which planned principal operations are to provide wellness and beauty services to customers via Company owned outlets, franchised outlets or distribution of our product to third party wellness and beauty salon. On June 29, 2018, the Company acquired 100% interest in MU Worldwide Group Limited, a private limited liability company incorporated in Seychelles and its subsidiary MU Global Holding Limited, a private limited liability company incorporated in Hong Kong. On August 16, 2018, MU Global Holding Limited incorporated a wholly-owned subsidiary in Shanghai, People Republic of China under the name of MU Global Health Management (Shanghai) Limited. Full disposition of MU Global Health Management (Shanghai) Limited was completed on July 30, 2024 for consideration of $11,975.00. Details of the Companys subsidiaries: SCHEDULE OF COMPANYS SUBSIDIARY | | Company name | | Place and date of incorporation | | Particulars of issued capital | | Principal activities | | Proportional of ownership interest and voting power held | | | | 1. | MU Worldwide Group Limited | | Seychelles, June 7, 2018 | | 100 shares of ordinary share of US$1 each | | Investment holding | | | 100 | % | | | 2. | MU Global Holding Limited | | Hong Kong, January 30, 2018 | | 1 share of ordinary share of HK$1 each | | Providing SPA and wellness service in Hong Kong | | | 100 | % | | | F-7 | | **VANGUARD GREEN INVESTMENT LIMITED** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED JULY 31, 2025 AND 2024** **(Currency expressed in United States Dollars (US$), except for number of shares)** **Business Overview** Vanguard is a beauty and wellness company, providing SPA and wellness service and also SPA related products to the customers. The services provided are designed to improve the overall health system and body function. Since the establishment, the Company has been focusing to expand in the Chinese market, with other country also under consideration as target destinations. As an emerging industry in China, the beauty and wellness industry are still in the early stage as there is a huge potential for the industry to growth significantly. According to a report published by the Chinese State Department, the beauty and wellness industry of the country is expected reach the market value of China 8 trillion Chinese Yuan by 2020, accounting for 6.5% of the country Gross Domestic Product (GDP). China has large territory, population, diverse ethnicity and cultural background. As such, it has resulted in different consumer orientations in different cities and townships across the country, which is particularly challenging to tackle the consumer market with a single business model. The advance in technological development and rise in use of technology in marketing has also intensified the competition, probing the Company to develop the business models that allow quick penetration and huge coverage of different markets, and also being able to cope with the swift changes in the consumer market. Thus, the Company is focusing on three key areas as part of the Companys early development in the Chinese market. The first and most key focus is to enter the regional market through the adoption of franchisee and agent model, which the other parties are familiar and have deep understanding in the local market, hence its operating strategy is effective and best suited the targeted region. Second, the key strategy is to ensure rapid development of the Omni channel marketing plan which targets to lease out at least ten thousand Stone Spa Bed (Hot Stone Bath equipment), reducing the time cost for the development of project, and most importantly, working on to spur sales and revenue growth. Lastly, the essential requirement for business success in the Chinese market is to ensure and maintain a clear and transparent business model, which would result in effective collaboration between the company and its agent/franchisee, and consequently leads to efficient market operation and a win-win situation between the two parties. Currently, the Company operates in the Chinese market with two business models: | 1. | Tripartite co-operation and profit sharing model. | | | | | | | 2. | Large-scale chain agent model | | | | | | | 3. | Direct- service store model | | **2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** 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. Basis of presentation These accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (US GAAP). The Company has adopted its fiscal year-end to be July 31. Full disposition of MU Global Health Management (Shanghai) Limited was completed on July 30, 2024 for consideration of $11,975.00. Going concern The accompanying financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. For the year ended July 31, 2025, the Company has continuously incurred a net loss of $76,778. As of July 31, 2025, the Companys current liabilities exceeded its current assets by $689,654, suffered an accumulated deficit of $2,560,821, capital deficiency of $724,578 and negative operating cash flows of $74,051. The Companys ability to continue as a going concern is dependent upon improving the profitability and the continuing financial support from its shareholders and director. Management believes the existing shareholders, director or external financing will provide the additional cash to meet the Companys obligations as they become due. These and other factors raise substantial doubt about the Companys ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result in the Company not being able to continue as a going concern. Basis of consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries. All inter-company accounts and transactions have been eliminated upon consolidation. | F-8 | | **VANGUARD GREEN INVESTMENT LIMITED** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED JULY 31, 2025 AND 2024** **(Currency expressed in United States Dollars (US$), except for number of shares)** Use of estimates Management uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheets, and the reported revenue and expenses during the periods reported. Actual results may differ from these estimates. Revenue recognition Financial Accounting Standards Board, or FASB, issued ASC 606. The standard is a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. Revenue is measured at the fair value of the consideration received or receivable, net of discounts and taxes applicable to the revenue. The Company derives its revenue from provision of wellness and beauty services to customers via Company owned outlets, franchised outlets or distribution of our product to third party wellness and beauty salon. Cost of revenue Cost of revenue includes the cost of services and product incurred to provide wellness and beauty services and purchase of products. Cash and cash equivalents Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. Property, plant and equipment Property, 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: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT ESTIMATED LIFE | Classification | | Estimated useful life | | | Leasable equipment | | 5 years | | | Computer hardware and software | | 3 years | | | Office equipment | | 3 years | | | Outlet design fee and equipment | | 3 years | | | Application development fee | | 3 years | | Expenditures for maintenance and repairs are expensed as incurred. The gain or loss on the disposal of property, plant and equipment is the difference between the net sales proceeds and the carrying amount of the relevant assets and is recognized in the Consolidated Statements of Operations and Comprehensive Loss. Impairment of long-live assets Long-lived assets primarily include trademark of the Company. In accordance with the provision of ASC Topic 360, Impairment or Disposal of Long-Lived Assets*, the Company generally conducts its annual impairment evaluation to its long-lived assets, usually in the fourth quarter of each fiscal year, or more frequently if indicators of impairment exist, such as significant sustained change in the business climate. The recoverability of long-lived assets is measured at the lowest level group. If the total of the expected undiscounted future net cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and carrying amount of the asset. | F-9 | | **VANGUARD GREEN INVESTMENT LIMITED** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED JULY 31, 2025 AND 2024** **(Currency expressed in United States Dollars (US$), except for number of shares)** Leases The Company recognizes lease payments for its short-term lease on a straight-line basis over the lease term in accordance with ASC 842. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease. In determining the present value of the unpaid lease payments, ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As most of the Company leases do not provide an implicit rate, the Company uses its incremental borrowing rate as the discount rate for the lease. The Company incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments. Inventories Inventories consisting of products available for sell, are stated at the lower of cost or market value. Cost of inventory is determined using the first-in, first-out (FIFO) method. Inventory reserve is recorded to write down the cost of inventory to the estimated market value due to slow-moving merchandise and damaged goods, which is dependent upon factors such as historical and forecasted consumer demand, and promotional environment. The Company takes ownership, risks and rewards of the products purchased. Write downs are recorded in cost of revenues in the Consolidated Statements of Operations and Comprehensive Loss. Income taxes Income taxes are determined in accordance with the provisions of ASC Topic 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 periods 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. | F-10 | | **VANGUARD GREEN INVESTMENT LIMITED** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED JULY 31, 2025 AND 2024** **(Currency expressed in United States Dollars (US$), except for number of shares)** Net loss per share The Company calculates net loss per share in accordance with ASC Topic 260 *Earnings Per Share*. Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period. Diluted loss per share is computed similar to basic loss 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. 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 Consolidated Statements of Operations and Comprehensive loss. The functional currency of the parent Company is United States dollar and the functional currency of the subsidiaries MU Worldwide Group Limited (Seychelles) and MU Global Holding Limited (Hong Kong) is United States dollar. The reporting currency of the Company and its subsidiary is United States Dollars (US$) and the accompanying financial statements have been expressed in US$. In general, for consolidation purposes, assets and liabilities of its subsidiaries whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, *Translation of Financial Statement*, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive loss within the statements of stockholders equity. Translation of amounts from RMB, TWD and HK$ into US$1 has been made at the following exchange rates for the respective periods: SCHEDULE OF FOREIGN EXCHANGE RATES TRANSLATION | | | As of and for the year ended July 31, | | | | | | 2025 | | | 2024 | | | | Year-end RMB : US$1 exchange rate | | | 7.1943 | | | | 7.2511 | | | | Year-average RMB : US$1 exchange rate | | | 7.2064 | | | | 7.2198 | | | | Year-end HK$ : US$1 exchange rate | | | 7.8494 | | | | 7.8116 | | | | Year-average HK$ : US$1 exchange rate | | | 7.7931 | | | | 7.8187 | | | | Year-end TWD : US$1 exchange rate | | | 29.844 | | | | 32.707 | | | | Year-average TWD : US$1 exchange rate | | | 31.767 | | | | 31.931 | | | Related parties Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence. | F-11 | | **VANGUARD GREEN INVESTMENT LIMITED** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED JULY 31, 2025 AND 2024** **(Currency expressed in United States Dollars (US$), except for number of shares)** Fair value of financial instruments: The carrying value of the Companys financial instruments: cash and cash equivalents, subscription receivables, prepayment and deposits, accounts payable, and other payables and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments. The Company also follows the guidance of the ASC Topic 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: Observable inputs such as quoted prices in active markets; | | | | | | | | Level 2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and | | | | | | | | Level 3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. | | Credit losses The Company estimates and records a provision for its expected credit losses related to its financial instruments, including its trade receivables. Management considers historical collection rates, the current financial status of the Companys customers, macroeconomic factors, and other industry-specific factors when evaluating current expected credit losses. Forward-looking information is also considered in the evaluation of current expected credit losses. However, because of the short time to the expected receipt of accounts receivable, management believes that the carrying value, net of expected losses, approximates fair value and therefore, relies more on historical and current analysis of such financial instruments, including its trade receivables. Credit loss rate is determined by historical collection based on aging schedule, adjusted for current conditions using reasonable and supportable forecasts. Based on the aging categorization and the adjusted loss rate per category, an allowance for credit losses is calculated by multiplying the adjusted loss rate with the amortized cost in the respective age category. Recently Adopted Accounting Standards In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company already adopted this ASU on its financial statements and relateddisclosures. Recent accounting pronouncements The Company has reviewed all recently issued, but not yet effective, considers the applicability and impact of all accounting standards updates (ASUs). Management periodically reviews new accounting standards that are issued. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The new standard was issued to improve transparency and decision usefulness of income tax disclosures by providing information that helps investors better understand how an entitys operations, tax risks, tax planning and operational opportunities affect its tax rate and prospects for future cash flows. The amendments in this update primarily relate to requiring greater disaggregated disclosure of information in the rate reconciliation, income taxes paid, income (loss) from continuing operations before income tax expense (benefit), and income tax expense (benefit) from continuing operations. The ASU is effective for fiscal years beginning after December 15, 2024, and early adoption is permitted. The standard can be applied prospectively or retrospectively. **** In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. The new standard requires entities to disclose additional information about certain expenses, such as purchases of inventory, employee compensation, depreciation, intangible asset amortization, as well as selling expenses included in commonly presented expense captions on the income statement. The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01, Income Statement Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Companies have the option to apply this guidance either on a retrospective or prospective basis, and early adoption is permitted. The Company reviews new accounting standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Companys financial statements. | F-12 | | **** **VANGUARD GREEN INVESTMENT LIMITED** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED JULY 31, 2025 AND 2024** **(Currency expressed in United States Dollars (US$), except for number of shares)** **3. COMMON STOCK** On June 4, 2018, our Chief Executive Officer, Ms. Niu Yen-Yen subscribed 100,000 shares of restricted common stock of the Company at par value of $0.0001 per share. The monies from this transaction, which totalled $10, went to the Company to be used as initial working capital. On July 6, 2018, Ms. Niu Yen-Yen and Server Intl Co., Ltd. subscribed 25,000,000 and 11,000,000 restricted shares of common stock, respectively, of the Company, at par value of $0.0001 per share. The monies from these transactions, which totalled $3,600, went to the Company to be used as initial working capital. Server Intl Co., Ltd. is controlled entirely by Ms. Niu Yen-Yen. On July 7, 2018, Chang Chun-Ying and Chang Su-Fen subscribed 4,300,000 and 5,000,000 restricted shares of common stock, respectively, of the Company, at par value of $0.0001 per share. The monies from these transactions, which totalled $930, went to the Company to be used as initial working capital. On July 9, 2018, GreenPro Asia Strategic SPC and GreenPro Venture Capital Limited subscribed 2,835,000 and 2,165,000 restricted shares of common stock of the Company, respectively, at par value of $0.0001 per share. The monies from these transactions, which totalled $500, went to the Company to be used as initial working capital. From July 9, 2018 to July 10, 2018 the Company issued a total of 2,150,000 shares of restricted common stock to three non-US residents. Shares were sold at par value, $0.0001 per share. Total proceeds from these shares totalled $215 and went to the Company to be used as initial working capital. On July 10, 2018, Server Intl Co., Ltd, a Company solely controlled and owned by the CEO, transferred 1,500,000 shares of common stock to 8 non-US residents. On July 11, 2018 the Company issued a total of 710,000 shares of restricted common stock to two non-US residents at a price of $0.03 per share. Total proceeds from these sales of shares totalled $21,300 and went to the Company to be used as initial working capital. On July 25, 2018 the Company issued a total of 995,000 shares of restricted common stock to ten non-US residents at a price of $0.03 per share. Total proceeds from these sales of shares totalled $29,850 and went to the Company to be used as initial working capital. On July 26, 2018 the Company issued 250,000 shares of restricted common stock to one non-US resident at a price of $0.20 per share. Total proceeds from these sales of shares totalled $50,000 and went to the Company to be used as initial working capital. On July 31, 2018 Dezign Format Pte Ltd and Cheng Young-Chien each subscribed 2,000,000 restricted shares of common stock of the Company, at $0.20 per share, for total consideration of $800,000. Proceeds went to the Company to be used as initial working capital. From August 1, 2018 to December 13, 2018, Ms. Niu Yen-Yen, the CEO of the Company, transferred 1,557,800 shares of common stock to 16 non-US residents. On May 7, 2019, the convertible promissory note issued by the Company amounted $779,125 to 45 accredited investors who reside in Taiwan with the conversion price of $1 per share have been converted to 779,125 shares of common stock of the company after the S-1 registration statement was declared effective on May 6, 2019. From May 14, 2019 to July 31, 2019, the Company issued 150,317 shares of common stock at a price of $1.00 per share through the Initial Public Offering (IPO) to 36 non-US residents. From August 1, 2020 to July 31, 2021, Ms. Niu Yen-Yen, the CEO of the Company, had 395,000 shares of common stock transferred from 3 non-US residents and had sold 3,364,921 shares of common stock to 20 non-US residents. From August 1, 2021 to July 31, 2022, Ms. Niu Yen-Yen, the CEO of the Company, had 55,522 shares of common stock transferred from 2 non-US residents and had sold 6,800,000 shares of common stock to 3 non-US residents. As of July 31, 2025 and 2024, the Company has an issued and outstanding common share of 59,434,838. | F-13 | | **VANGUARD GREEN INVESTMENT LIMITED** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED JULY 31, 2025 AND 2024** **(Currency expressed in United States Dollars (US$), except for number of shares)** **** **4. PROPERTY, PLANT AND EQUIPMENT** SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT | | | As of July 31, 2025 | | | As of July 31, 2024 | | | | | | (Audited) | | | (Audited) | | | | Office equipment | | $ | 28,862 | | | $ | 28,862 | | | | Leasable equipment | | | 37,384 | | | | 37,384 | | | | Total | | | 66,246 | | | | 66,246 | | | | Accumulated depreciation1 | | | (25,014 | ) | | | (25,014 | ) | | | Impairment | | | (41,232 | ) | | | (41,232 | ) | | | Property, plant and equipment, net | | $ | - | | | | - | | | | 1 | Depreciation expense for the year ended July 31, 2025 and July 31, 2024 was $0 and $0 respectively. | | **DISPOSAL OF PROPERTY, PLANT AND EQUIPMENT** SCHEDULE OF DISPOSAL OF PROPERTY, PLANT AND EQUIPMENT | | | As of July 31, 2025 (Audited) | | | As of July 31, 2024 (Restated) | | | | Proceed from disposal of property, plant and equipment | | $ | - | | | $ | 6,529 | | | | Disposal of equipment impaired at net book value | | | - | | | | (3,517 | ) | | | Total gain on disposal | | $ | - | | | $ | 3,012 | | | | F-14 | | **VANGUARD GREEN INVESTMENT LIMITED** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED JULY 31, 2025 AND 2024** **(Currency expressed in United States Dollars (US$), except for number of shares)** **** **5. LEASE** As of November 6, 2021, the Company recognized approximately US$11,581 lease liability as well as right-of-use asset for all leases at the commencement date. Lease liabilities are measured at present value of the sum of remaining rental payments as of November 6, 2021, with discounted rate of 4.35% adopted from Zhao Shang bank of China as a reference for discount rate. A single lease cost is recognized over the lease term on a generally straight-line basis. All cash payments of operating lease cost are classified within operating activities in the statement of cash flows. The initial recognition of operating lease right and lease liability as follow: SCHEDULE OF RECOGNITION OF OPERATING LEASE RIGHT AND LEASE LIABILITY | | | | | | | | Gross lease payable | | $ | 12,048 | | | | Less: Imputed interest | | | (467 | ) | | | Initial recognition | | $ | 11,581 | | | | Less: Remeasurement of existing lease | | | (843 | ) | | | Balance | | $ | 10,738 | | | As of July 31, 2025 and July 31, 2024 operating lease right of use asset as follow: SCHEDULE OF OPERATING LEASE RIGHT OF USE ASSET | | | As of July 31, 2025 (Audited) | | | As of July 31, 2024 (Audited) | | | | Balance | | | - | | | | 6,407 | | | | Balance beginning of the year | | | - | | | | 6,407 | | | | Less: Termination of lease | | | - | | | | (2,107 | ) | | | Foreign exchange translation loss | | | - | | | | (365 | ) | | | Amortization | | | - | | | | (3,935 | ) | | | Balance end of the year | | $ | - | | | $ | - | | | As of July 31, 2025 and July 31, 2024 operating lease liability as follow: SCHEDULE OF OPERATING LEASE LIABILITY | | | As of July 31, 2025 (Audited) | | | As of July 31, 2024 (Audited) | | | | As of August 1 | | $ | - | | | $ | 6,199 | | | | Balance beginning of the year | | | - | | | | 6,199 | | | | Less: Termination of lease | | | - | | | | (2,107 | ) | | | Less: Gross repayment | | | - | | | | (4,363 | ) | | | Add: Imputed interest | | | - | | | | 150 | | | | Foreign exchange translation loss | | | - | | | | 121 | | | | Balance end of the year | | $ | - | | | $ | - | | | For the year ended July 31, 2025, the amortization of the operating lease right of use asset was $0 while for year ended July 31, 2024, the amortization of the operating lease right of use asset was $3,935. | F-15 | | **VANGUARD GREEN INVESTMENT LIMITED** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED JULY 31, 2025 AND 2024** **(Currency expressed in United States Dollars (US$), except for number of shares)** Other information: SCHEDULE OF OTHER INFORMATION | | | Year ended | | | Year ended | | | | | | July 31, 2025 | | | July 31, 2024 | | | | | | (Audited) | | | (Audited) | | | | Cash paid for amounts included in the measurement of lease liabilities: | | | | | | | | | | | Operating cash flow from operating lease | | $ | - | | | $ | 3,861 | | | | Right-of-use assets obtained in exchange for operating lease liabilities | | $ | - | | | $ | - | | | | Weighted average discount rate for operating lease | | | - | % | | | 4.35 | % | | Lease expenses were $0 and $150 during the year ended July 31, 2025 and July 31, 2024 respectively. **6. PATENT AND TRADEMARK** SCHEDULE OF PATENT AND TRADEMARK | | | As of | | | As of | | | | | | July 31, 2025 | | | July 31, 2024 | | | | | | (Audited) | | | (Audited) | | | | Patent and trademark1 | | $ | 35,285 | | | $ | 35,285 | | | | Accumulated amortization | | | (6,240 | ) | | | (6,240 | ) | | | Impairment | | | (29,045 | ) | | | (29,045 | ) | | | Trademark, net | | $ | - | | | $ | - | | | | 1 | The trademarks are held under the Companys subsidiary in Hong Kong. | | Amortization expense for the year ended July 31, 2025 and July 31, 2024 was $0 and $0 respectively. **** **7. PREPAYMENTS AND DEPOSITS** **** SCHEDULE OF PREPAYMENTS AND DEPOSITS | | | As of | | | As of | | | | | | July 31, 2025 | | | July 31, 2024 | | | | | | (Audited) | | | (Audited) | | | | Prepayments | | $ | 15,165 | | | $ | 3,150 | | | | Deposits | | | - | | | | 1,800 | | | | Total prepayments and deposits | | $ | 15,165 | | | $ | 4,950 | | | | F-16 | | **VANGUARD GREEN INVESTMENT LIMITED** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED JULY 31, 2025 AND 2024** **(Currency expressed in United States Dollars (US$), except for number of shares)** **8. LOAN FROM THIRD PARTY** ****SCHEDULE OF LOAN FROM THIRD PARTY | | | As of July 31, 2025 | | | As of July 31, 2024 | | | | | | (Audited) | | | (Audited) | | | | Shang Hai Shi Ba Enterprise Management Centre | | $ | | | $ | | | | Current | | | 103,732 | | | | - | | | | Non-current | | | 34,924 | | | | 131,835 | | | | Total loan from third party | | $ | 138,656 | | | $ | 131,835 | | | The loan is unsecured, interest-free and repayable in year 2024 and year 2025. It is further extended to repayment in year 2026 with a loan agreement entered on August 2, 2023. **9. LOAN FROM DIRECTOR** ****SCHEDULE OF LOAN FROM DIRECTOR | | | As of July 31, 2025 | | | As of July 31, 2024 | | | | | | (Audited) | | | (Audited) | | | | Current | | $ | 445,001 | | | $ | 262,834 | | | | Non-current | | | - | | | | 114,071 | | | | Total loan from director | | $ | 445,001 | | | $ | 376,905 | | | Current portion of the loan provided by director Niu Yen-Yen is unsecured, interest-free and repayable upon demand. The long-term loan provided by director Niu Yen-Yen is unsecured, interest-free and repayable in year 2024, for working capital purpose. The long-term loan is further extended to repayment in year 2026 with a loan agreement entered on August 2, 2023. **10. OTHER PAYABLES AND ACCRUED LIABILITIES** SCHEDULE OF OTHER PAYABLES AND ACCRUED LIABILITIES | | | As of | | | As of | | | | | | July 31, 2025 | | | July 31, 2024 | | | | | | (Audited) | | | (Audited) | | | | Other payables | | $ | 37,881 | | | $ | 37,584 | | | | Accrued audit fees | | | 15,000 | | | | 15,000 | | | | Accrued professional fees | | | 5,000 | | | | 5,180 | | | | Total other payables and accrued liabilities | | $ | 57,881 | | | $ | 57,764 | | | | F-17 | | **VANGUARD GREEN INVESTMENT LIMITED** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED JULY 31, 2025 AND 2024** **(Currency expressed in United States Dollars (US$), except for number of shares)** **11. AMOUNT DUE TO RELATED PARTY** **** SCHEDULE OF DUE TO RELATED PARTIES | | | As of July 31, 2025 | | | As of July 31, 2024 | | | | | | (Audited) | | | (Audited) | | | | Hsieh, Chang-Chung1 | | | 93,176 | | | | 93,176 | | | | Tien Mu International Co., Ltd2 | | | 3,337 | | | | 3,337 | | | | | | $ | 96,513 | | | $ | 96,513 | | | | 1 | Hsieh, Chang-Chung was the Chief Financial Officer (Principal Financial Officer, Principal Accounting Officer) of the Company, and the amount represents the salary expense accrued. On November 1, 2022, Mr. Hsieh resigned as Chief Financial Officer of the Company. | | | | | | | 2 | Tien Mu International Co., Ltd is owned by Ms. Niu Yen-Yen, the Director and Chief Executive Officer of the Company. The amount due represents general and administrative expenses paid on behalf by the related party. | | The amounts due to related party are unsecured, interest-free and repayable on demand and for working capital purpose. **12. INCOME TAXES** For the year ended July 31, 2025 and July 31, 2024, the local (United States) and foreign components of loss before income taxes were comprised of the following: SCHEDULE OF LOSS BEFORE INCOME TAX | | | Year ended July 31, 2025 | | | Year ended July 31, 2024 | | | | | | (Audited) | | | (Audited) | | | | Tax jurisdictions from: | | | | | | | | | | | - Local | | $ | (71,699 | ) | | $ | (78,325 | ) | | | - Foreign, representing | | | | | | | | | | | Seychelles | | | (1,600 | ) | | | (1,600 | ) | | | Hong Kong | | | (3,479 | ) | | | (5,772 | ) | | | Peoples Republic of China (PRC) | | | - | | | | - | | | | Foreign | | | | | | | | | | | Loss before income tax | | $ | (76,778 | ) | | $ | (85,697 | ) | | The provision for income taxes from consisted of the following: SCHEDULE OF PROVISION FOR INCOME TAXES | | | | Year ended July 31, 2025 | | | | Year ended July 31, 2024 | | | | | | | (Audited) | | | | (Audited) | | | | Current: | | | | | | | | | | | - Local | | $ | - | | | $ | - | | | | - Foreign | | | - | | | | - | | | | | | | | | | | | | | | Deferred: | | | | | | | | | | | - Local | | | - | | | | - | | | | - Foreign | | | - | | | | - | | | | | | | | | | | | | | | Income tax expense | | $ | - | | | $ | - | | | The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Company and its subsidiary that operate in various countries: United States, Seychelles, Hong Kong, and PRC that are subject to taxes in the jurisdictions in which they operate, as follows: *United States of America* The Company is registered in the State of Nevada and is subject to the tax laws of the United States of America. As of July 31, 2025, the operations in the United States of America incurred $943,674 of cumulative net operating losses which can be carried forward indefinitely to offset a maximum of 80% future taxable income. The Company has provided for a full valuation allowance of $754,939 against the deferred tax assets on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future. *Seychelles* Under the current laws of the Seychelles, MU Worldwide Group Limited is registered as an international business company and governed by the International Business Companies Act of Seychelles. There is no income tax charged in Seychelles. *Hong Kong* MU Global Holding Limited is subjected to Hong Kong Profits Tax, which is charged at the statutory income tax rate of 16.5% on its assessable income. | F-18 | | **VANGUARD GREEN INVESTMENT LIMITED** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED JULY 31, 2025 AND 2024** **(Currency expressed in United States Dollars (US$), except for number of shares)** **13. CONCENTRATIONS OF RISKS** (a) Major customers For the years ended July 31, 2025 and July 31, 2024, the Company did not generate revenue. (b) Major suppliers For the years ended July 31, 2025 and July 31, 2024, the Company did not have purchases. (c) Major suppliers for property, plant and equipment For the years ended July 31, 2025 and July 31, 2024, the Company did not purchase property, plant and equipment. (d) Exchange rate risk The operation of the Companys subsidiaries in international markets results in exposure to movements in currency exchange rates. We have experienced foreign currency gains and losses due to the strengthening and weakening of the U.S. dollar. The potential of volatile foreign exchange rate fluctuations in the future could have a significant effect on our results of operations. The Company has not historically used financial instruments to hedge its foreign currency exchange rate risks. The currencies that create a majority of the Companys exchange rate exposure are HK$ and TWD. The Company translates all assets and liabilities at the rate of exchange in effect at the balance sheet date and income and expense activity at the approximate rate of exchange at the transaction date. | F-19 | | **VANGUARD GREEN INVESTMENT LIMITED** **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED JULY 31, 2025 AND 2024** **(Currency expressed in United States Dollars (US$), except for number of shares)** **14. SEGMENT INFORMATION** ASC 280, Segment Reporting establishes standards for reporting information about operating segments on a basis consistent with the Companys internal organization structure as well as information about services categories, business segments and major customers in financial statements. The Company has two reportable segments based on business unit, investment holding and wellness and beauty services and three reportable segments based on country, Nevada, Seychelles and Hong Kong. The Company adopted the ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. In accordance with the Segment Reporting Topic of the ASC, the Companys chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under Segment Reporting due to their similar customer base and similarities in economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes. SCHEDULE OF SEGMENT REPORTING INFORMATION | | | Investment holding | | | Wellness and beauty services | | | Total | | | | By Business Unit | | For the year ended July 31, 2025 | | | | | | Investment holding | | | Wellness and beauty services | | | Total | | | | | | | | | | | | | | | | Revenue | | $ | - | | | $ | - | | | $ | - | | | | Cost of revenue | | | - | | | | - | | | | - | | | | Other income | | | - | | | | 5 | | | | 5 | | | | General and administrative expenses | | | (62,436 | ) | | | (3,484 | ) | | | (65,920 | ) | | | Finance cost | | | (10,863 | ) | | | - | | | | (10,863 | ) | | | Net loss before taxation | | | (73,299 | ) | | | (3,479 | ) | | | (76,778 | ) | | | | | | | | | | | | | | | | | | Total assets | | $ | 15,166 | | | $ | 92 | | | $ | 15,258 | | | | | | Nevada | | | Seychelles | | | Hong Kong | | | Total | | | | By Country | | For the year ended July 31, 2025 | | | | | | Nevada | | | Seychelles | | | Hong Kong | | | Total | | | | | | | | | | | | | | | | | | | Revenue | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | | Cost of revenue | | | - | | | | - | | | | - | | | | - | | | | Other income | | | - | | | | - | | | | 5 | | | | 5 | | | | General and administrative expenses | | | (60,836 | ) | | | (1,600 | ) | | | (3,484 | ) | | | (65,920 | ) | | | Finance cost | | | (10,863 | ) | | | - | | | | - | | | | (10,863 | ) | | | Net loss before taxation | | | (71,699 | ) | | | (1,600 | ) | | | (3,479 | ) | | | (76,778 | ) | | | | | | | | | | | | | | | | | | | | | | Total assets | | $ | 15,165 | | | $ | 1 | | | $ | 92 | | | $ | 15,258 | | | | | | Investment holding | | | Wellness and beauty services | | | Total | | | | By Business Unit | | For the year ended July 31, 2024 | | | | | | Investment holding | | | Wellness and beauty services | | | Total | | | | | | | | | | | | | | | | Revenue | | $ | - | | | $ | - | | | $ | - | | | | Cost of revenue | | | - | | | | - | | | | - | | | | Other income | | | 16,929 | | | | 3,015 | | | | 19,944 | | | | General and administrative expenses | | | (96,854 | ) | | | (8,787 | ) | | | (105,641 | ) | | | Net loss before taxation | | | (79,925 | ) | | | (5,772 | ) | | | (85,697 | ) | | | | | | | | | | | | | | | | | | Total assets | | $ | 3,151 | | | $ | 13,851 | | | $ | 17,002 | | | | | | Nevada | | | Seychelles | | | Hong Kong | | | Total | | | | By Country | | For the year ended July 31, 2024 | | | | | | Nevada | | | Seychelles | | | Hong Kong | | | Total | | | | | | | | | | | | | | | | | | | Revenue | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | | Cost of revenue | | | - | | | | - | | | | - | | | | - | | | | Other income | | | 16,929 | | | | - | | | | 3,015 | | | | 19,944 | | | | General and administrative expenses | | | (95,254 | ) | | | (1,600 | ) | | | (8,787 | ) | | | (105,641 | ) | | | Net loss before taxation | | | (78,325 | ) | | | (1,600 | ) | | | (5,772 | ) | | | (85,697 | ) | | | | | | | | | | | | | | | | | | | | | | Total assets | | $ | 3,150 | | | $ | 1 | | | $ | 13,851 | | | $ | 17,002 | | | **15. SUBSEQUENT EVENTS** **** In accordance with ASC Topic 855, *Subsequent Events*, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all subsequent events through the filing date of this Form 10-K with the SEC, to ensure that this filing includes appropriate disclosure of events both recognized in the financial statements as of July 31, 2025, and events which occurred subsequently but were not recognized in the financial statements. During the year, there was no subsequent event that required recognition or disclosure. | F-20 | |