Filed 2025-10-28 · Period ending 2025-07-31 · 20,219 words · SEC EDGAR
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# KEEMO Fashion Group Ltd (KMFG) — 10-K **Filed:** 2025-10-28 **Period ending:** 2025-07-31 **Accession:** 0001493152-25-019811 **Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1935033/000149315225019811/) **Origin leaf:** 554c76979acbc930378a474789c1683b3ae4395ba2a91558a0621c9ade0ca135 **Words:** 20,219 --- ** 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 333-267967 **KEEMO FASHION GROUP LIMITED** (Exact name of registrant issuer as specified in its charter) | Nevada | | 32-0686375 | | | (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification Number) | | | 69 Wanke Boyu, Xili Liuxin 1st Rd, Nanshan District, Shenzhen, Guangdong 518052, China | | | Address of principal executive offices, including zip code | | | (+86) 176-1282-2030 | | | Registrants phone number, including area code | | 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 pursuant to Rule 405 of Regulation S-T ( 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES NO Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting 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. Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. 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 State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrants most recently completed second fiscal quarter. Not applicable. **APPLICABLE ONLY TO REGISTRANTS 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 Section 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. **N/A** **APPLICABLE ONLY TO CORPORATE REGISTRANTS** Indicate the number of shares outstanding of each of the registrants classes of common stock, as of the latest practicable date. | Class | | Outstanding at October 28, 2025 | | | Common Stock, $0.001 par value | | 55,000,000 | | **DOCUMENTS INCORPORATED BY REFERENCE** No documents are incorporated by reference. | | | **KEEMO FASHION GROUP LIMITED** **FORM 10-K** **For the Fiscal Year Ended July 31, 2025** **Index** | | | | Page # | | | PART I | | | | | | | | | | | Item 1. | Business | | 4 | | | Item 1A. | Risk Factors | | 7 | | | Item 1B. | Unresolved Staff Comments | | 7 | | | Item 1C. | Cybersecurity | | 7 | | | Item 2. | Description of property | | 7 | | | Item 3. | Legal Proceedings | | 7 | | | Item 4. | Mine Safety Disclosures | | 7 | | | | | | | | | PART II | | | | | | | | | | | Item 5. | Market for Registrants Common Equity and Related Stockholder Matters | | 8 | | | Item 6. | Selected Financial Data | | 9 | | | Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations | | 9 | | | Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | | 12 | | | Item 8. | Financial Statements and Supplementary Data | | 12 | | | Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | | 12 | | | Item 9A. | Controls and Procedures | | 12 | | | Item 9B. | Other Information | | 14 | | | Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | 14 | | | | | | | | | PART III | | | | | | | | | | | Item 10. | Directors, Executive Officers and Corporate Governance | | 15 | | | Item 11. | Executive Compensation | | 17 | | | Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | | 18 | | | Item 13. | Certain Relationships and Related Transactions, and Director Independence | | 19 | | | Item 14. | Principal Accounting Fees and Services | | 20 | | | | | | | | | PART IV | | | | | | | | | | | Item 15. | Exhibits and Financial Statement Schedules | | 21 | | | Item 16. | Form 10-K Summary | | 21 | | | | | | | | | SIGNATURES | | 22 | | | 2 | | **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 guarantee 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, our, or Keemo Fashion are references to Keemo Fashion Group Limited, a Nevada corporation. | | | | | | | | | | Common Stock refers to the common stock, par value $0.001, 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. | | | 3 | | **PART I** **ITEM 1. BUSINESS** Overview Keemo Fashion Group Limited, a Nevada corporation (the Company) was incorporated under the laws of the State of Nevada on April 22, 2022. KEEMO Fashion Group Limited is a company that operates in the apparel and garment trade industry through wholesaling mens and womens apparel to retailers in Asian countries. At present, the Company has primarily focused its efforts on attracting small to medium apparel and garment retailers by wholesaling low to mid-range apparel and garments. We do not maintain and operate any production and manufacturing of apparel facility or machine and equipment. The Companys executive office is located at 69, Wanke Boyu, Xili Liuxin 1st Rd, Nanshan District, Shenzhen, Guangdong 518052, China. We face various legal and operational risks and uncertainties related to being based in and having all of our operations in China. The PRC government has significant authority to exert influence on the ability of a company with China-based operations, such as Keemo Fashion Group Limited, to conduct its business, accept foreign investments or list on U.S. or other foreign exchanges. For example, we face risks associated with regulatory approvals of offshore offerings, anti-monopoly regulatory actions, as well as oversight on cybersecurity and data privacy. Such risks could result in a material change in our operations and/or the value of our common stock or could significantly limit or completely hinder our ability to offer, or continue to offer, our common stock and/or other securities to investors and cause the value of such securities to significantly decline or be worthless. In addition, the PRC government has significant oversight and discretion over the conduct of our business and may intervene with or influence the operations of our business as the government deems appropriate to further regulatory, political and societal goals. The PRC government has recently published new policies that significantly affected certain industries such as the education and internet industries, and we cannot rule out the possibility that it will in the future release regulations or policies regarding our industry that could adversely affect our business, financial condition and results of operations. Furthermore, the PRC government has recently indicated an intent to exert more oversight and control over overseas securities offerings and other capital markets activities and foreign investment in companies with China-based operations like us. Any such action, once taken by the PRC government, could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or in extreme cases, become worthless. Pursuant to the Holding Foreign Companies Accountable Act (HFCAA), the Public Company Accounting Oversight Board (United States) (the PCAOB) issued a Determination Report on December 16, 2021 which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (1) mainland China of the Peoples Republic of China because of a position taken by one or more authorities in mainland China; and (2) Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in Hong Kong. In addition, the PCAOBs report identified the specific registered public accounting firms which are subject to these determinations. Trading in our securities may be prohibited under the Holding Foreign Companies Accountable Act, or the HFCAA, if the Public Company Accounting Oversight Board (United States) (the PCAOB) determines that it cannot inspect or completely investigate our auditor. Our registered public accounting firm, JP Centurion & Partners PLT, is not headquartered in mainland China or Hong Kong and was not identified in this report as a firm subject to the PCAOBs determinations. On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms. Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions. If the PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong and we continue to use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the SEC, we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 10-K for the relevant fiscal year. There can be no assurance that we would not be identified as a Commission-Identified Issuer for any future fiscal year, and if we were so identified for two consecutive years, we would become subject to the prohibition on trading under the HFCAA. | 4 | | **Description of Business** Keemo Fashion Group Limited, a Nevada corporation (the Company) was incorporated under the laws of the State of Nevada on April 22, 2022. On April 22, 2022 Ms. Liu Lu was appointed as Chief Executive Officer, President, Secretary, Treasurer, and Director. Primarily, the products that we carry are targeted towards customers, both men and women, from 18 to 40 years of age. It is the companys belief that the products we wholesale have an appealing presentation, cover a diverse range of clothing and garment types, are stylish for any occasion (including casual, work, and dressy), and they are offered at accessible price points. We believe that this combination of factors will assist our growth moving forward and that we have the opportunity to capture a significant portion of the growing apparel and garment market in Asian countries specifically. At present, the Company sells all of its products through word-of-mouth and utilization of our sole officers business network and various connections. Ms. Liu, our sole officer and director, has broad knowledge and experience in marketing strategies and promotional activities. She is familiar with marketing execution and promotional marketing methodology, which she intends to utilize to assist the Company to gain market awareness and locate potential distributors as precisely and efficiently as possible. Business Model The Company currently primarily sources mid-priced womens semi-formal apparel, which the company believes potentially has a higher gross profit margin compared to low-priced apparel. Inventory is presently selected at the discretion of our sole officer and director, and based upon recommendations from the suppliers regarding the latest fashion trends and styles, as well as what types of clothing are currently the most sought after by consumers. The Company also performs internal analysis to compare the profit margins of various types of clothing and, accordingly, seeks to primarily acquire inventory that has the greatest profit margin. At present, when identifying potential customers, the Company targets small size apparel retailers, especially home-based e-commerce retailers. In the opinion of the Companys sole officer and director, this market is easier to penetrate as our officer and director believes that many small size apparel retailers are just side or part time businesses for the business owner. As such, the business owners might face the problem of lack of capacity to arrange the logistics and filter the correct apparel in term of trend and quality. The Company adopts what is commonly referred to as a virtual network business structure, as the Company only maintains internal procurement, sales, marketing, operational, accounting and finance functions, whereby the Company relies on suppliers for other crucial function such as production and packaging, storage, courier inward and outward, etc. However, in some instances the Company does take physical possession of inventory. In most cases, the Company purchases inventory from the suppliers, and this inventory is then held at the suppliers warehouse, although the product is owned by the Company at this time, and delivery from the warehouse is arranged by the Company through a courier service. In some instances, the Company will take possession of the inventory and store apparel at the Companys office, and from that point courier service to the purchaser is arranged. There is no formal method of determination as to what items will be stored in the suppliers warehouse versus what items will be stored at the Companys office. Sales and Marketing KEEMO Fashion Group Limited plans to penetrate the marketplace and attract customers by building our brand image through print ads, and possibly online paid advertisements, to create brand awareness. We have prepared our corporate website (https://keemofashiongroup.wixsite.com/keemo-fashion-group) to market our Company and we utilize search engine marketing to improve the number of distributors who can find and view our website. Finally, we also have yet unidentified plans to market our Company through social networking websites. All the above marketing plans have not yet been determined in sufficient detail to outline at this time, nor do we have a definitive timeline for when our marketing strategy will be completed, and as such all of our marketing endeavors remain under development. Employees and Function Currently, we have one employee which is our President and Sole Director, Ms. Liu Lu. Currently, Ms. Liu has the flexibility to work on our business up to 30 hours per week but is prepared to devote more time if necessary. The Company intends to hire more employees who possess industry-related experience to assist in the development and execution of our business operations. 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 employee, Officer and/or Director. | 5 | | Competition KEEMO Fashion Group Limited plans to operate in a mature and competitive industry. We consider our focus to be on distributors in China first. Competition in the apparel and garment industry, with a focus on low to mid-range priced products, is very intense in China. We face competition from various specialized and retail-based wholesalers, from different provinces and cities, which supply similar mens and womens apparel and garment products to those that we offer. We also face competition from e-commerce-based wholesalers, many of whom have exposure in various China whole websites and B2B platform, such as Alibaba, DHgate, AliExpress, and Global Sources. These competitors generate significant traffic and have established brand recognition and financial resources manufacturing capacity, well established business models and distribution channels and branding. Despite intense competition, our director is confident in the Companys ability to develop and enlarge our market share in China through, at present, the various relationships of the Companys sole Officer and Director. Enforcement of Civil Liabilities under United States Federal Securities Laws We are a Nevada corporation and most of our operations are and will be located outside of the United States and our sole officer and director resides outside the United States. Moreover, a majority of our assets are located outside the United States. Since a majority of the assets owned by us are located outside the United States, any judgment obtained in the United States against us may not be collectible within the United States. There is no treaty between the United States and China providing for the reciprocal recognition and enforcement of judgments in civil and commercial matters and a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon the federal securities laws, would, therefore, not be automatically enforceable in China. Under the PRC Civil Procedures Law, foreign shareholders may originate actions based on PRC law against us in the PRC, if they can establish sufficient nexus to the PRC for a PRC court to have jurisdiction, and meet other procedural requirements, including, among others, the plaintiff must have a direct interest in the case, and there must be a concrete claim, a factual basis and a cause for the suit. There is uncertainty as to whether the courts of China would (1) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States, or (2) entertain original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States. The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. China does not have any treaties or other form of reciprocity with the United States that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, courts in China will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC law or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States. Under the PRC Civil Procedures Law, foreign shareholders may originate actions based on PRC law against us in the PRC, if they can establish sufficient nexus to the PRC for a PRC court to have jurisdiction, and meet other procedural requirements, including, among others, the plaintiff must have a direct interest in the case, and there must be a concrete claim, a factual basis and a cause for the suit. In addition, it will be difficult for U.S. shareholders to originate actions against us in China in accordance with PRC laws because we are incorporated under the laws of State of Nevada and it will be difficult for U.S. shareholders, holding our common stock, to establish a connection to China for a PRC court to have jurisdiction as required under the PRC Civil Procedures Law. | 6 | | **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** As of July 31, 2025, the Company has not identified any cybersecurity threats, including previous incidents, that have materially impacted our business strategy, results of operations, or financial condition. This assertion signifies our diligent efforts in managing and mitigating cybersecurity risks, contributing to the stability and continuity of our operations. **ITEM 2. DESCRIPTION OF PROPERTY** We do not own any real estate or other properties. Our office is located at 69 Wanke Boyu, Xili Liuxin 1st Rd, Nanshan District, Shenzhen, Guangdong 518052, China. The Company utilizes home office space of its management at no cost. The companys home office space is 34.78 square meters or approximately 374 square feet. There is no agreement pertaining to utilizing the home office space of management, and management is free to discontinue providing the office space at any time and without notice. The Company does not own, rent, or lease any properties. **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. | 7 | | **PART II** **ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS** **** Our common stock is currently quoted on the OTC Pink under the trading symbol KMFG. Trading in stocks quoted on the OTC Pink is often thin and is characterized by wide fluctuations in trading prices due to many factors that may have little to do with a companys operations or business prospects. We cannot assure you that there will be any liquidity for our common stock in the future. For the periods indicated, the following table sets forth the high and low bid prices per share of common stock based on inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions. | Fiscal Year 2025 | | Highest Bid | | | Lowest Bid | | | | First Quarter | | $ | 4.85 | | | $ | 0.01 | | | | Second Quarter | | $ | 3.40 | | | $ | 2.31 | | | | Third Quarter | | $ | 3.06 | | | $ | 1.52 | | | | Fourth Quarter | | $ | 1.95 | | | $ | 0.87 | | | **** **Holders** As of July 31, 2025, we have 32 shareholders on record of our common stock. **Transfer Agent and Registrar** The transfer agent for our capital stock is Transfer Online, Inc, with an address at 512 SE Salmon St., Portland, OR 97214, United States and telephone number is +1 (503) 227-2950. **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. **Forward Stock Split** **** On July 25, 2024, the Board of Directors approved a ten-for-one (10:1) forward stock split (the Forward Split) of the Companys common stock, par value $0.001 per share. The Company filed a Certificate of Amendment and Restated Certificate of Incorporation (the Certificate of Amendment) to effect the forward stock split with the Secretary of State of Nevada on August 2, 2024. The Forward Split became effective on August 8, 2024 and our common stock began trading on a split-adjusted basis on August 9, 2024. Concurrently with the effectiveness of the split, the issued and outstanding shares of common stock increased from 5,500,000 to 55,000,000, which is proportional to the ratio of the split. Neither the split nor the increase in authorized shares affected any stockholders ownership percentage of our common stock, altered the par value of our common stock or modified any voting rights or other terms of the common stock. **Transfer of Shares** **** On January 2, 2025, a Stock Purchase Agreement was entered into between Liu Lu and Guang Wen Global Group Limited , wherein Guang Wen Global Group Limited purchased 34,200,000 shares of Common Shares, par value $0.001 per share, of Keemo Fashion Group Limited. As a result, Guang Wen Global Group Limited became an approximately 62% holder of the voting rights of the issued and outstanding shares of the Company, on a fully-diluted basis, and became the controlling shareholder. The transaction was completed on April 25, 2025. The consideration paid for each share was $0.005. **** **Dividends** 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 contractual 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. | 8 | | **Recent Sales of Unregistered Securities** No securities have been sold by the Company during the period covered by this Form 10-K. **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. **Other Stockholder Matters** None. **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 and analysis of our results of operations and financial condition for fiscal year ended July 31, 2025 should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this report. Some of the information contained in this managements discussion and analysis or set forth elsewhere in this Annual Report, including information with respect to our plans and strategy for our business and related financing, includes forward looking statements that involve risks, uncertainties and assumptions. As a result of many factors, including those factors set forth in the Risk Factors section in Form S-1/A registration statement, filed on May 12, 2023, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in this Annual Report.* ** *On May 26, 2025, we acquired GW Reader Holding Limited, a company engaged in digital publishing. This acquisition expands our Company portfolio into the digital publishing sector and is expected to contribute to the Companys growth beginning in fiscal year 2026. Because the transaction closed after our fiscal year-end of July 31, 2025, the financial results of GW Reader Holding Limited are not included in the consolidated results discussed in this Managements Discussion and Analysis. Additional information regarding the acquisition, including the historical financial statements of GW Reader Holding Limited and the pro forma financial information prepared in accordance with Article 11 of Regulation S-X, is included in our Form 8-K/A filed on September 5, 2025, which is incorporated by reference into this Annual Report on Form 10-K.* | 9 | | **Overview** We, KEEMO Fashion Group Limited, a Nevada corporation (the Company) was incorporated under the laws of the State of Nevada on April 22, 2022. KEEMO Fashion Group Limited is headquartered in Shenzhen, People Republic of China (herein referred as (China). We primarily operate in men and women apparel and garment trading business, focusing on wholesaling to distributors mainly based in Asian countries, sourcing directly from manufacturers in China. We do not maintain and operate any production and manufacturing of apparel facility or machine and equipment. The Companys executive office is located at 69, Wanke Boyu, Xili Liuxin 1st Rd, Nanshan District, Shenzhen, Guangdong 518052, China. Our cash and cash equivalents are $3,088 as of July 31, 2025. Our cash balance is not sufficient to fund our limited levels of operations for any period of time. In order to continue our current business plan and increase our current level of operations for the next twelve-month period, we require further funding. For the year ended July 31, 2025, the Company incurred a net loss of $33,121 and used cash in operating activities of $16,333. As of July 31, 2025, the current liabilities of the Company exceeded its current assets by $82,066 and has a shareholders deficits of $82,066. These conditions raise substantial doubt about the Companys ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Companys profit generating operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company expects to finance its operations primarily through cash flow from revenue and continuing financial support from a shareholder. In the event that we require additional funding to finance the growth of the Companys current and expected future operations as well as to achieve our strategic objectives, the shareholder has indicated the intent and ability to provide additional financing. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing. We are incorporated in Nevada and conduct our business operations in the Peoples Republic of China (PRC). We maintain cash balances in both Renminbi (RMB) accounts in the PRC and a U.S. dollar-denominated account with East West Bank in the United States. Cash maintained in the PRC is subject to foreign exchange and capital controls. Under PRC regulations, the conversion of RMB into U.S. dollars and the remittance of such funds abroad require regulatory approval and are subject to limitations, including the requirement to allocate at least 10% of after-tax profits to statutory reserves before distributing dividends. As a result, cash generated from our PRC operations may not be freely transferable outside of China. Funds held in our East West Bank account are maintained in the United States and are not subject to PRC foreign exchange restrictions. To date, we have not declared or paid any dividends to our shareholders. We currently intend to retain cash generated from operations to support our business activities in the PRC and do not anticipate distributing cash to shareholders in the foreseeable future. While we have been able to transfer funds between our PRC operations and our U.S. account, there can be no assurance that the PRC government will not in the future impose additional restrictions that could materially affect our ability to access or use cash generated from our operations in China. Any such limitations could affect our liquidity and our ability to pay dividends, service debt, or fund operations outside of the PRC. **Results of operations for the year ended July 31, 2025 and 2024** **Revenues** For the years ended July 31, 2025, the Company has generated a revenue of $15,081. For the years ended July 31, 2024, the Company has generated a revenue of $21,522. The revenue was generated through wholesaling mens and womens apparel and garments to retailers. | 10 | | **General and Administrative Expenses** For the years ended July 31, 2025, the Company incurred general and administrative expenses of $40,642. These were primarily comprised of other professional fee, audit fees, stock and registrar fees, bank charges, printing and stationery, and legal fees. For the years ended July 31, 2024, the Company incurred general and administrative expenses of $52,861. These were primarily comprised of other professional fee, audit fees, stock and registrar fees, bank charges, printing and stationery, and legal fees. **Net Loss** For the years ended July 31, 2025, the Company incurred a net loss of $33,121. For the years ended July 31, 2024, the Company incurred a net loss of $42,275. **Liquidity and Capital Resources** The Companys cash and cash equivalents has decreased by $16,333, from $19,421 as of July 31, 2024 to $3,088 as of July 31, 2025. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. **Cash Used in Operating Activities** For the year ended July 31, 2025, the Company has used $16,333 in operating activities, which was primarily attributable to net loss from operation, increase in the amount due to our director, Ms. Liu Lu, decrease in prepayment, decrease in inventories, and increase in other accruals. For the year ended July 31, 2024, the Company has used $9,322 in operating activities, which was primarily attributable to net loss from operation, increase in the amount due to our director, Ms. Liu Lu, increase in prepayment, decrease in accounts receivable, decrease in inventories, and decrease in other accruals. **Cash Provided by Investing Activities** For the year ended July 31, 2025 and 2024, the Company did not generate nor used any cash in investing activities. **Cash Provided by Financing Activities** For the year ended July 31, 2025 and 2024, the Company did not generate nor used any cash in financing activities. | 11 | | **Off-Balance Sheet Arrangement** We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of July 31, 2025. **Contractual Obligation** As a smaller reporting company, we are not required to provide the aforementioned information. **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 following the signature page of this Annual Report. **ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE** Not Applicable **ITEM 9A. CONTROLS AND PROCEDURES** **Evaluation of Disclosure Controls and Procedures** We conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (Exchange Act), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commissions rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the companys management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer concluded as of July 31, 2025, that our disclosure controls and procedures were not effective. The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties and effective risk assessment ; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines; and (4) lack of internal audit function due to the fact that the Company lacks qualified resources to perform the internal audit functions properly and that the scope and effectiveness of the internal audit function are yet to be developed. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of July 31, 2025. | 12 | | Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods. **Managements Report on Internal Control Over Financial Reporting** Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The internal controls for the Company are provided by executive managements review and approval of all transactions. Our internal control over financial reporting also 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. Also, 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. Management assessed the effectiveness of the Companys internal control over financial reporting as of July 31, 2025. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Managements assessment included an evaluation of the design of our internal control over financial reporting and testing of the operational effectiveness of these controls. | 13 | | Based on this assessment, management has concluded that as of July 31, 2025, our internal control over financial reporting was not effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. 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: We will increase our personnel resources and technical accounting expertise within the accounting function. We will create a position to segregate duties consistent with control objectives. And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us. We anticipate that these initiatives will be at least partially, if not fully, implemented by the end of fiscal year 2025. **Changes in Internal Control over Financial Reporting** There was no change in our internal controls over financial reporting that occurred during the period 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. **ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS** **** Not Applicable. | 14 | | **PART III** **ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE** Set forth below are the present directors and executive officers of the Company. Note that there are no other persons who have been nominated or chosen to become directors nor are there any other persons who have been chosen to become executive officers. There are no arrangements or understandings between any of the directors, officers and other persons pursuant to which such person was selected as a director or an officer. Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and have qualified. Officers are appointed to serve until the meeting of the board of directors following the next annual meeting of stockholders and until their successors have been elected and qualified. | Name | | Age | | Positions and Offices | | | Liu Lu | | 33 | | Chief Executive Officer, President, Secretary, Treasurer, Director | | **Liu Lu Chief Executive Officer, President, Secretary, Treasurer, Director** In 2017, Ms. Liu graduated from the Sichuan University, Undergraduate Program for Specialty in Computer Science and Technology. From July 2017 to present, Ms. Liu works in the promotional department at the Tencent Interactive Entertainment Group, which is a division of Tencent Holdings that publishes and develops video games for multiple platforms. From July 2017 to August 2017, she was responsible for three initiatives, which are event planning, content operation, and market promotional and platform collaboration for the project Deformers, a PC game. Regarding event planning, she handled event execution and post-event analysis. For content operation, she handled the official website construction, content creation, and content planning. For market promotion and platform collaboration, she handled marketing of the game, which involved collaboration with different online and media platforms. From August 2018 until present, Ms. Liu has been mainly responsible for the project Rocket League, which is an online game. She mainly responsible on the resource allocation, event planning and execution, post-event analysis and the user operation. Ms. Lius position at Tencent Holdings is a full-time job, to which she devotes approximately 45 hours per week. In April 2022, Ms. Liu founded KEEMO Fashion Group Limited, and as a result of her promotional, organizational, and marketing experience, it is the determination of the board that she serves as our Chief Executive Officer, President, Secretary, Treasurer, and Director. **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 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 outside 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 and the Chief Executive 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) believe that it is not necessary to have such committees, at this time, because the Directors can adequately perform the functions of such committees. | 15 | | **** **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 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; | | | 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 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 Sole Officer and Director, Liu Lu, at the address appearing on the first page of this Registration Statement. | 16 | | **SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE** Section 16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings. Based solely on our review of the copies of such forms furnished to us and written representations by our officers and directors regarding their compliance with applicable reporting requirements under Section 16(a) of the Exchange Act, we believe that all Section 16(a) filing requirements for our executive officers, directors and 10% stockholders were met during the year ended July 31, 2025. **ITEM 11. EXECUTIVE COMPENSATION** **MANAGEMENT COMPENSATION** The following tables set forth certain information about compensation paid, earned or accrued for services by our Executive Officer from July 31, 2024 to July 31, 2025: **Summary Compensation Table** | Summary Compensation Table | | | Name and principal position (a) | | Year ended July 31 (b) | | Salary ($) (c) | | | Bonus ($) (d) | | | Stock Compensation ($) (e) | | | Option Awards ($) (f) | | | Non-Equity Incentive Plan Compensation ($) (g) | | | Nonqualified Deferred Compensation Earnings ($) (h) | | | All Other Compensation ($) (i) | | | Total ($) (j) | | | | Liu Lu, Chief Executive Officer, President, Secretary, Treasurer, Director | | | 2025 | | $ | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | $ | - | | | Stock Option Grants We have not granted any stock options to our executive officers since our incorporation. Employment Agreements We do not have an employment or consulting agreement with any officers or Directors. **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 executive 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. | 17 | | **ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS** As of July 31, 2025, the Company has 55,000,000 shares of common stock issued and outstanding, which number of issued and outstanding shares of common stock have been used throughout this report. | Name and Address of Beneficial Owner | | Shares of Common Stock Beneficially Owned | | | Common Stock Voting Percentage Beneficially Owned | | | Voting Shares of Preferred Stock | | | Preferred Stock Voting Percentage Beneficially Owned | | | Total Voting Percentage Beneficially Owned | | | | Executive Officers and Directors | | | | | | | | | | | | | | | | | | | | | | | Liu Lu Chief Executive Officer, President, Secretary, Treasurer and Director | | | 1,800,000 | | | | 3 | % | | | - | | | | - | | | | 3 | % | | | 5% or Greater Shareholders | | | | | | | | | | | | | | | | | | | | | | | Guang Wen Global Group Limited | | | 34,200,000 | | | | 62 | % | | | - | | | | - | | | | 62 | % | | *Officers and or Directors who may hold a 5% or greater controlling interest in the Company are included above, but only under the subtitle, Executive Officers and Directors. On August 8, 2024, a ten-for-one (10:1) forward stock split of the Companys common stock became effective, which increased the number of shares of common stock beneficially owned by the beneficial owner increased from 3,600,000 to 36,000,000, consistent with the split ratio. Neither the split nor the increase in authorized shares affected any stockholders ownership percentage of our common stock. On January 2, 2025, a Stock Purchase Agreement was entered into between Liu Lu and Guang Wen Global Group Limited, wherein Guang Wen Global Group Limitedpurchased 34,200,000 shares of Common Shares, par value $0.001 per share, of Keemo Fashion Group Limited. As a result, Guang Wen Global Group Limited became an approximately 62% holder of the voting rights of the issued and outstanding shares of the Company, on a fully-diluted basis, and became the controlling shareholder. The transaction was completed on April 25, 2025. The consideration paid for each share was $0.005. 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. | 18 | | **ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE** On April 23, 2022, we issued 3,600,000 shares of our common stock to Ms. Liu Lu, our Chief Executive Officer, President, Secretary, Treasurer, and Director in consideration of $3,600, or $0.001 per share. In regards to the above transaction we claim an exemption from registration afforded by Regulation S of the Securities Act of 1933, as amended (Regulation S) for the above sale of stock since the sale of stock was made to a non-U.S. person (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing. As of July 31, 2022, our sole director, Ms. Liu Lu, advanced $25,758 to the Company, which is unsecured and non-interest bearing, and payable upon demand. Proceeds from the offering herein will not be used to repay the loan to Ms. Liu Lu. As of October 31, 2022, the sole director of the Company advanced $26,958 to the Company, which is unsecured and non-interest bearing with no fixed terms of repayment. As of January 31, 2023, the sole director of the Company advanced $30,419 to the Company, which is unsecured and non-interest bearing with no fixed terms of repayment. On July 26, 2023, we issued 1,900,000 shares of our common stock in consideration of $28,500, or $0.015 per share through initial public offering. As of July 31, 2023, the sole director of the Company advanced $40,405 to the Company, which is unsecured and non-interest bearing with no fixed terms of repayment. As of October 31, 2023, the sole director of the Company advanced $47,716 to the Company, which is unsecured and non-interest bearing with no fixed terms of repayment. As of April 30, 2024, the sole director of the Company advanced $66,903 to the Company, which is unsecured and non-interest bearing with no fixed terms of repayment. On August 8, 2024, a ten-for-one (10:1) forward stock split of the Companys common stock became effective, increasing the number of issued and outstanding shares from 5,500,000 to 55,000,000. On January 2, 2025, a Stock Purchase Agreement was entered into between Liu Lu and Guang Wen Global Group Limited, wherein Guang Wen Global Group Limited purchased 34,200,000 shares of Common Shares, par value $0.001 per share, of Keemo Fashion Group Limited. Following the transaction, Ms. Liu Lu, the Companys sole director, retained ownership of 1,800,000 shares of common stock. As of July 31, 2025, the sole director of the Company advanced $76,389 to the Company, which is unsecured and non-interest bearing with no fixed terms of repayment. | 19 | | **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 Directors will continue to approve any related party transaction. **ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES** **Audit Fees** The following table sets forth the aggregate fees billed to the Company by its independent registered public accounting firms for the fiscal years ended July 31, 2025 and 2024. We have engaged JP Centurion & Partners PLT as our independent registered public accounting firm since August 17, 2022. | ACCOUNTING FEES AND SERVICES | | 2025 | | | 2024 | | | | | | | | | | | | | Audit fees | | $ | 17,100 | | | $ | 17,100 | | | | Audit-related fees | | | - | | | | - | | | | Tax fees | | | - | | | | - | | | | All other fees | | | - | | | | - | | | | | | | | | | | | | | | Total | | $ | 17,100 | | | $ | 17,100 | | | 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. The category of Tax services includes tax compliance, tax advice, tax planning. The category of All other fees generally includes advisory services related to accounting rules and regulations. 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. | 20 | | **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 Keemo Fashion Group Limited and Report of Independent Registered Public Accounting Firm are presented in the F pages of this Report: | | Page | | | Audited Financial Statements | | | | | | | | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | F-2 | | | | | | | BALANCE SHEETS | F-3 | | | | | | | STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | F-4 | | | | | | | STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY | F-5 | | | | | | | STATEMENTS OF CASH FLOWS | F-6 | | | | | | | NOTES TO FINANCIAL STATEMENTS | F-7 F-14 | | **(b) Exhibits** The following exhibits are filed herewith: | 31.1 | | Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer, principal financial officer* | | | | | | | | 32.1 | | Section 1350 Certification of principal executive officer, principal financial officer and principal accounting officer* | | | | | | | | 101.INS* | | Inline XBRL Instance Document | | | 101.SCH* | | Inline XBRL Taxonomy Extension Schema Document | | | 101.CAL* | | Inline XBRL Taxonomy Extension Calculation Linkbase | | | 101.DEF* | | Inline XBRL Taxonomy Extension Definition Linkbase | | | 101.LAB* | | Inline XBRL Taxonomy Extension Labels Linkbase | | | 101.PRE* | | Inline XBRL Taxonomy Extension Presentation Linkbase | | | 104* | | Cover Page Interactive Data File (embedded within the Inline XBRL document) | | *Filed herewith **ITEM 16. FORM 10-K SUMMARY** As permitted, the registrant has elected not to supply a summary of information required by Form 10-K. | 21 | | **SIGNATURES** Pursuant to the requirements of Section 13 or 15(d) 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. | | Keemo Fashion Group Limited | | | | | | | | Date: October 28, 2025 | By: | /s/ Liu Lu | | | | | Liu Lu Chief Executive Officer, President, Secretary, Treasurer, and Director (Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer) | | Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant, and in the capacities and on the dates indicated: | Signature | | Title | | Date | | | | | | | | | | /s/ Liu Lu | | Chief Executive Officer, President, Secretary, Treasurer, Director | | | | | Liu Lu | | (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) | | October 28, 2025 | | | 22 | | **Keemo Fashion Group Limited** **INDEX TO FINANCIAL STATEMENTS** | | Page | | | Audited Financial Statements | | | | | | | | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID: 6723) | F-2 | | | | | | | BALANCE SHEETS | F-3 | | | | | | | STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | F-4 | | | | | | | STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY | F-5 | | | | | | | STATEMENTS OF CASH FLOWS | F-6 | | | | | | | NOTES TO FINANCIAL STATEMENTS | F-7 F-14 | | | F-1 | | * **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** **** **The Board of Directors and Stockholders of** **KEEMO Fashion Group Limited** 69 Wanke Boyu, Xili Liuxin 1st Road, Nanshan District, Shenzen Guangdong 518052 China. Opinion on the Financial Statements We have audited the accompanying balance sheets of KEEMO Fashion Group Limited (the Company) as of July 31, 2025 and 2024, and the related statements of operations and comprehensive loss, statements changes in of stockholders equity, and statements of cash flows for the year ended as of July 31, 2025 and 2024, and the related notes to financial statements (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 the financial year ended as of July 31, 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America. 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 year ended July 31, 2025, the Company incurred a net loss of $33,121 and used cash in operating activities of $16,333. As of July 31, 2025, the current liabilities of the Company exceeded its current assets by $82,066 and has a shareholders deficits of $82,066. These conditions raise substantial doubt about the Companys ability to continue as a going concern. Managements plans regarding those matters are also 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 financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters Critical audit matters are matters arising from the current year audit of the financial statements that were communicated or required to be communicated to those charged with governance that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. We determined that there are no critical matters. | /s/ JP CENTURION & PARTNERS PLT | | | | JP CENTURION & PARTNERS PLT (ID: 6723) We have served as the Companys auditor since 2022. | | | | | | Kuala Lumpur, Malaysia | | | | October 28, 2025 | | | | F-2 | | **Item 1. Financial Statements** **KEEMO FASHION GROUP LIMITED** **BALANCE SHEETS** **AS OF JULY 31, 2025 AND 2024** **(Currency expressed in United States Dollars (US$), except for number of shares)** | | | As of July 31, 2025 | | | As of July 31, 2024 | | | | | | (Audited) | | | (Audited) | | | | ASSETS | | | | | | | | | | | CURRENT ASSETS | | | | | | | | | | | Cash and cash equivalents | | $ | 3,088 | | | $ | 19,421 | | | | Inventories | | | - | | | | 2,527 | | | | Prepayment | | | - | | | | 6,526 | | | | TOTAL CURRENT ASSETS | | | 3,088 | | | | 28,474 | | | | | | | | | | | | | | | TOTAL ASSETS | | $ | 3,088 | | | $ | 28,474 | | | | | | | | | | | | | | | LIABILITIES AND STOCKHOLDERS EQUITY | | | | | | | | | | | CURRENT LIABILITIES | | | | | | | | | | | Amount due to a director | | | 76,389 | | | | 69,919 | | | | Other accruals | | | 8,765 | | | | 7,500 | | | | TOTAL CURRENT LIABILITIES | | | 85,154 | | | | 77,419 | | | | | | | | | | | | | | | TOTAL LIABILITIES | | $ | 85,154 | | | $ | 77,419 | | | | | | | | | | | | | | | STOCKHOLDERS EQUITY | | | | | | | | | | | Common stock Par value $ 0.001; Authorized: 75,000,000 shares; Issued and outstanding: 55,000,000 as of July 31, 2025 and July 31, 2024, respectively (1) | | $ | 5,500 | | | $ | 5,500 | | | | Additional paid in capital | | | 26,600 | | | | 26,600 | | | | Accumulated deficit | | | (114,166 | ) | | | (81,045 | ) | | | TOTAL STOCKHOLDERS EQUITY | | $ | (82,066 | ) | | $ | (48,945 | ) | | | TOTAL LIABILITIES AND STOCKHOLDERS EQUITY | | $ | 3,088 | | | $ | 28,474 | | | | | (1) | Prior period results have been adjusted to reflect the ten-for-one stock split effected in the form of a stock issuance in August 8, 2024. See Note 1, Overview, for details. | | See accompanying notes to financial statements. | F-3 | | **KEEMO FASHION GROUP LIMITED** **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)** | | | 2025 | | | 2024 | | | | | | For the Years Ended July 31, | | | | | | 2025 | | | 2024 | | | | | | (Audited) | | | (Audited) | | | | REVENUE | | $ | 15,081 | | | $ | 21,522 | | | | | | | | | | | | | | | COST OF REVENUE | | | (7,560 | ) | | | (10,936 | ) | | | | | | | | | | | | | | GROSS PROFIT | | | 7,521 | | | | 10,586 | | | | | | | | | | | | | | | GENERAL AND ADMINISTRATIVE EXPENSES | | | (40,642 | ) | | | (52,861 | ) | | | | | | | | | | | | | | LOSS FROM OPERATIONS | | | (33,121 | ) | | | (42,275 | ) | | | | | | | | | | | | | | OTHER INCOME | | | - | | | | - | | | | | | | | | | | | | | | LOSS FROM OPERATIONS BEFORE INCOME TAX | | | (33,121 | ) | | | (42,275 | ) | | | | | | | | | | | | | | INCOME TAX EXPENSES | | | - | | | | - | | | | | | | | | | | | | | | NET LOSS | | | (33,121 | ) | | | (42,275 | ) | | | | | | | | | | | | | | OTHER COMPREHENSIVE LOSS | | | - | | | | - | | | | | | | | | | | | | | | TOTAL COMPREHENSIVE LOSS | | $ | (33,121 | ) | | $ | (42,275 | ) | | | | | | | | | | | | | | NET LOSS PER SHARE - BASIC AND DILUTED (1) | | $ | (0.00 | ) | | $ | (0.00 | ) | | | | | | | | | | | | | | WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED (1) | | | 55,000,000 | | | | 55,000,000 | | | | | (1) | Prior period results have been adjusted to reflect the ten-for-one stock split effected in the form of a stock issuance in August 8, 2024. See Note 1, Overview, for details. | | See accompanying notes to financial statements. | F-4 | | **KEEMO FASHION GROUP LIMITED** **STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY** **FOR THE YEARS ENDED JULY 31, 2025 AND 2024** **(Currency expressed in United States Dollars (US$), except for number of shares)** | | | | | | | | | | | | | | | | | | | | | COMMON STOCK | | | ADDITIONAL | | | | | | | | | | | | Number of shares | | | Amount | | | PAID-IN CAPITAL | | | ACCUMULATED DEFICIT | | | TOTAL EQUITY | | | | Balance as of August 1, 2023 (1) | | | 55,000,000 | | | | 5,500 | | | | 26,600 | | | | (38,770 | ) | | | (6,670 | ) | | | Balance | | | 55,000,000 | | | | 5,500 | | | | 26,600 | | | | (38,770 | ) | | | (6,670 | ) | | | Net loss | | | - | | | | - | | | | - | | | | (42,275 | ) | | | (42,275 | ) | | | Balance as of July 31, 2024 | | | 55,000,000 | | | | 5,500 | | | | 26,600 | | | | (81,045 | ) | | | (48,945 | ) | | | Net loss | | | - | | | | - | | | | - | | | | (33,121 | ) | | | (33,121 | ) | | | Balance as of July 31, 2025 | | | 55,000,000 | | | | 5,500 | | | | 26,600 | | | | 114,166 | | | | (82,066 | ) | | | Balance | | | 55,000,000 | | | | 5,500 | | | | 26,600 | | | | 114,166 | | | | (82,066 | ) | | | | (1) | Prior period results have been adjusted to reflect the ten-for-one stock split effected in the form of a stock issuance in August 8, 2024. See Note 1, Overview, for details. | | See accompanying notes to financial statements. | F-5 | | **KEEMO FASHION GROUP LIMITED** **STATEMENTS OF CASH FLOWS** **FOR THE YEARS ENDED JULY 31, 2024 AND 2023** **(Currency expressed in United States Dollars (US$), except for number of shares)** | | | 2025 | | | 2024 | | | | | | For the Years Ended July 31, | | | | | | 2025 | | | 2024 | | | | | | (Audited) | | | (Audited) | | | | CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | | | Net loss | | $ | (33,121 | ) | | $ | (42,275 | ) | | | Changes in operating assets and liabilities: | | | | | | | | | | | Accounts receivable | | | - | | | | 6,954 | | | | Inventories | | | 2,527 | | | | 878 | | | | Prepayment | | | 6,526 | | | | (2,593 | ) | | | Amount due to a director | | | 6,470 | | | | 29,514 | | | | Other accruals | | | 1,265 | | | | (1,800 | ) | | | | | | | | | | | | | | Net cash flows used in operating activities | | | (16,333 | ) | | | (9,322 | ) | | | | | | | | | | | | | | Effect of exchange rate changes in cash and cash equivalents | | | - | | | | - | | | | | | | | | | | | | | | Net changes in cash and cash equivalents | | | (16,333 | ) | | | (9,322 | ) | | | Cash and cash equivalents, beginning of year | | | 19,421 | | | | 28,743 | | | | | | | | | | | | | | | CASH AND CASH EQUIVALENTS, END OF YEAR | | $ | 3,088 | | | $ | 19,421 | | | | | | | | | | | | | | | SUPPLEMENTAL CASH FLOWS INFORMATION | | | | | | | | | | | | | | | | | | | | | | Income taxes paid | | $ | - | | | $ | - | | | | Interest paid | | $ | - | | | $ | - | | | See accompanying notes to financial statements. | F-6 | | **KEEMO FASHION GROUP LIMITED** **NOTES TO 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** KEEMO Fashion Group Limited, a Nevada corporation, (herein referred as the Company) was incorporated under the laws of the State of Nevada on April 22, 2022. KEEMO Fashion Group Limited is headquartered in Shenzhen, People Republic of China (herein referred as (China). We primarily operate in men and women apparel and garment trading business, focusing on wholesaling to distributors mainly based in Asian countries, sourcing directly from manufacturers in China. We do not maintain and operate any production and manufacturing of apparel facility or machine and equipment. The Companys executive office is located at 69, Wanke Boyu, Xili Liuxin 1st Rd, Nanshan District, Shenzhen, Guangdong 518052, China. On July 25, 2024, the Board of Directors approved a ten-for-one (10:1) forward stock split (the Forward Split) of the Companys common stock, par value $0.001 per share. The Company filed a Certificate of Amendment and Restated Certificate of Incorporation (the Certificate of Amendment) to effect the forward stock split with the Secretary of State of Nevada on August 2, 2024. The Forward Split became effective on August 8, 2024 and our common stock began trading on a split-adjusted basis on August 9, 2024. Concurrently with the effectiveness of the split, the issued and outstanding shares of common stock increased from 5,500,000 to 55,000,000, which is proportional to the ratio of the split. All share and per share amounts presented herein have been retroactively adjusted to reflect the impact of the Forward Split. **2. GOING CONCERN** For the year ended July 31, 2025, the Company incurred a net loss of $33,121 and used cash in operating activities of $16,333. As of July 31, 2025, the current liabilities of the Company exceeded its current assets by $82,066 and has a shareholders deficits of $82,066. These conditions raise substantial doubt about the Companys ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Companys profit generating operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company expects to finance its operations primarily through cash flow from revenue and continuing financial support from a shareholder. In the event that we require additional funding to finance the growth of the Companys current and expected future operations as well as to achieve our strategic objectives, the shareholder has indicated the intent and ability to provide additional financing. **3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** **Basis of Presentation** The accompanying financial statements of the Company are prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (SEC) and in accordance with generally accepted accounting principles in the United States of America (US GAAP). The Company has adopted July 31 as its fiscal year end. **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. | F-7 | | **Revenue Recognition** Revenue is generated through wholesale business of men and women apparel and garment to customer. Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods and services. The Company applies the following five-step model in order to determine this amount: (i) identification of the promised goods and services in the contract; (ii) determination of whether the promised goods and services are performance obligations, including whether they are distinct in the context of the contract; (iii) measurement of the transaction price, including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue when (or as) the Company satisfies each performance obligation. The Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Under Topic 606, the Company records revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fee is fixed or determinable and collectability is probable. The Company records revenue from the wholesale of goods upon the delivery of men and women apparel and garment to the customer. **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. To determine the provision for credit losses for accounts receivable, the Company has disaggregated its accounts receivable by class of customer at the business component level, as management determined that risk profile of the Companys customers is consistent based on the type and industry in which they operate. Each business component is analyzed for estimated credit losses individually. In doing so, the Company establishes a historical loss matrix, based on the previous collections of accounts receivable by the age of such receivables, and evaluates the current and forecasted financial position of its customers, as available. Further, the Company considers macroeconomic factors and the status of the relevant industry to estimate if there are current expected credit losses within its trade receivables based on the trends of the Companys expectation of the future status of such economic and industry-specific factors. Also, specific allowance amounts are established based on review of outstanding invoices to record the appropriate provision for customers that have a higher probability of default. Accounts receivable at July 31, 2025 and July 31, 2024 there were no allowances for credit losses. **Cost of Revenue** Cost of revenue includes the purchase cost of raw materials for manufacturing and distribute to customers and packing materials. It includes purchasing and receiving costs, internal transfer costs, other costs of distribution network, opening and closing inventory net off discount received and return outwards in cost of revenue. **Earnings Per Share** The Company reports earnings per share in accordance with ASC Topic 260 Earnings Per Share, which requires presentation of basic and diluted earnings per share in conjunction with the disclosure of the methodology used in computing such earnings per share. Basic earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average common shares outstanding during the period. Diluted earnings per share takes into account the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock. Further, if the number of common shares outstanding increases as a result of a stock dividend or stock split or decreases as a result of a reverse stock split, the computations of a basic and diluted earnings per share shall be adjusted retroactively for all periods presented to reflect that change in capital structure. The Companys basic earnings per share is computed by dividing the net income available to holders by the weighted average number of the Companys ordinary shares outstanding. Diluted earnings per share reflects the amount of net income available to each ordinary share outstanding during the period plus the number of additional shares that would have been outstanding if potentially dilutive securities had been issued. **Income Taxes** The Company accounts for income taxes using the asset and liability method prescribed by ASC Topic 740 Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the years in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date. The Company also adopted ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregated information about the reporting entitys effective tax rate reconciliation as well as information on income taxes paid. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclosed 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-8 | | **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 Measurement** Accounting Standards Codification (ASC) Topic 820 Fair Value Measurements and Disclosures (ASC Topic 820), which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The statement clarifies that the exchange price is the price in an orderly transaction between market participants to sell the asset or transfer the liability in the market in which the reporting entity would transact for the asset or liability, that is, the principal or most advantageous market for the asset or liability. It also emphasizes that fair value is a market-based measurement, not an entity-specific measurement, and that market participant assumptions include assumptions about risk and effect of a restriction on the sale or use of an asset. This ASC establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity). **** **Segment Reporting** The Company follows the guidance of ASC 280, Segment Reporting, which 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. For the year ended July 31, 2025, the Company has one reportable segment based on business unit, apparel & garment trading services, and one1 reportable segment based on region. The Company also adopted 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. **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 November 2024, the FASB issued ASU 2024-03, Income StatementReporting Comprehensive IncomeExpense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (ASU 2024-03). Additionally, in January 2025, the FASB issued ASU 2025-01, Income Statement Reporting Comprehensive Income Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date to further clarify the effective date of ASU 2024-03. ASU 2024-03 requires disclosure in the notes to the financial statements of specified information about certain costs and expenses. The requirements of ASU 2024-03 are effective for the Company for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted and should be applied either prospectively to financial statements issued for reporting periods after the effective date of this ASU 2024-03 or retrospectively to any or all periods presented in the financial statements. We are currently evaluating the impact of this standard on our financial statements and related disclosures. | F-9 | | **4. INVENTORIES** As of July 31, 2025 and 2024, the Company inventories consist of following: SCHEDULE OF INVENTORIES | | | As of July 31, 2025 | | | As of July 31, 2024 | | | | Finished goods | | $ | - | | | $ | 2,527 | | | | Total inventories | | $ | - | | | $ | 2,527 | | | No allowance has been provided for the year ended July 31, 2025 and 2024. **5. PREPAYMENT** As of July 31, 2025 and 2024, prepayment consist of following: SCHEDULE OF PREPAYMENT | | | As of July 31, 2025 | | | As of July 31, 2024 | | | | Stock & Registrar fees | | $ | - | | | $ | 4,690 | | | | Other professional fee | | | - | | | | 1,836 | | | | Total prepayment | | $ | - | | | $ | 6,526 | | | **6. AMOUNT DUE TO A DIRECTOR** **** SCHEDULE OF AMOUNT DUE TO A DIRECTOR | | | As of July 31, 2025 | | | As of July 31, 2024 | | | | Amount due to a director | | $ | 76,389 | | | $ | 69,919 | | | As of July 31, 2025, the sole director of the Company advanced $76,389 to the Company, which is unsecured and non-interest bearing with no fixed terms of repayment. Our director, Ms. Liu Lu, has not been compensated for the services. **7. OTHER ACCRUALS** **** SCHEDULE OF OTHER ACCRUALS | | | As of July 31, 2025 | | | As of July 31, 2024 | | | | Accrued expenses | | $ | 8,765 | | | $ | 7,500 | | | | Total other accruals | | $ | 8,765 | | | $ | 7,500 | | | Accrued expenses for the years ended July 31, 2025 and 2024 consist of accrued audit fees, transfer agent fee and other professional fee. | F-10 | | **8. SHAREHOLDERS EQUITY** On April 22, 2022, upon the incorporation of the Company, Liu Lu, subscribed to 3,600,000 shares of common stock at par value of $0.001 per share for a total subscription value of $3,600. On 26 July, 2023, the Company issued 1,900,000 shares of common stock being sold at $0.015 per share for a total of $28,500 through initial public offering. On July 25, 2024, the Board of Directors approved a ten-for-one (10:1) forward stock split (the Forward Split) of the Companys common stock, par value $0.001 per share. The Company filed a Certificate of Amendment and Restated Certificate of Incorporation (the Certificate of Amendment) to effect the forward stock split with the Secretary of State of Nevada on August 2, 2024. The Forward Split became effective on August 8, 2024 and our common stock began trading on a split-adjusted basis on August 9, 2024. Concurrently with the effectiveness of the split, the issued and outstanding shares of common stock increased from 5,500,000 to 55,000,000, which is proportional to the ratio of the split. All share and per share amounts presented herein have been retroactively adjusted to reflect the impact of the Forward Split. On January 2, 2025, a Stock Purchase Agreement was entered into between Liu Lu and Guang Wen Global Group Limited, wherein Guang Wen Global Group Limited purchased 34,200,000 shares of Common Shares, par value $0.001 per share, of Keemo Fashion Group Limited. Following the transaction, Ms. Liu Lu, the Companys sole director, retained ownership of 1,800,000 shares of common stock. As of July 31, 2025, the Company has 55,000,000 shares of common stock issued and outstanding. The Company has 75,000,000 shares of commons stock authorized. **9. INCOME TAX** The loss from operation before income tax of the Company for the years ended July 31, 2025 and 2024 were comprised of the following: SCHEDULE OF LOSS FROM OPERATION BEFORE INCOME TAX | | | 2025 | | | 2024 | | | | | | For the years ended July 31 | | | | | | 2025 | | | 2024 | | | | Tax jurisdictions from: | | | | | | | | | | | Local | | $ | (33,121 | ) | | $ | (42,275 | ) | | | | | | | | | | | | | | Loss before income taxes | | $ | (33,121 | ) | | $ | (42,275 | ) | | 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 $33,121 of net operating losses (NOLs) which can be carried forward to offset future taxable income, at the tax rate of 21%. The NOL carry forwards begin to expire in 2045, if unutilized. The Company has provided for a full valuation allowance of approximately $6,955 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. The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of July 31, 2025 and July 31, 2024: SCHEDULE OF COMPONENTS OF AGGREGATE DEFERRED TAX ASSETS | | | 2025 | | | 2024 | | | | | | As of July 31 | | | | | | 2025 | | | 2024 | | | | Deferred tax assets: | | | | | | | | | | | | | | | | | | | | | | Net operating loss carryforwards | | | | | | | | | | | United States of America | | $ | 6,955 | | | $ | 8,878 | | | | Less: valuation allowance | | | (6,955 | ) | | | (8,878 | ) | | | Deferred tax assets | | $ | - | | | $ | - | | | Management believes that it is more likely than not that the deferred tax assets will not be fully realizable in the future. Accordingly, the Company provided for a full valuation allowance against its deferred tax assets of $6,955 as of July 31, 2025. | F-11 | | **10**. **CONCENTRATION OF RISK** Customer Concentration For the year ended July 31, 2025, the Company generated total revenue of $15,081, of which two customers accounted for 100% of the Companys revenue. The Company has no accounts receivable from the customers. For the year ended July 31, 2024, the Company generated total revenue of $21,522, of which four customers accounted for 100% of the Companys revenue. The Company has no accounts receivable from the customers. SCHEDULE OF CONCENTRATION OF RISK | | | For the year ended July 31 | | | | | | 2025 | | | 2024 | | | 2025 | | | 2024 | | | 2025 | | | 2024 | | | | | | Revenues | | | Percentage of revenues | | | Accounts receivable, trade | | | | | | | | | | | | | | | | | | | | | | | | | Customer A | | $ | 5,124 | | | $ | - | | | | 34 | % | | | - | % | | $ | - | | | $ | - | | | | Customer B | | | - | | | | 4,942 | | | | - | % | | | 23 | % | | $ | - | | | $ | - | | | | Customer C | | | 9,957 | | | | - | | | | 66 | % | | | - | % | | | - | | | | - | | | | Customer D | | | - | | | | 6,516 | | | | - | % | | | 30 | % | | | - | | | | - | | | | Customer E | | | - | | | | 5,100 | | | | - | % | | | 24 | % | | | - | | | | - | | | | Customer F | | | - | | | | 4,964 | | | | - | % | | | 23 | % | | | - | | | | - | | | | Total | | $ | 15,081 | | | $ | 21,522 | | | | 100 | % | | | 100 | % | | $ | - | | | $ | - | | | Supplier Concentration For the year ended July 31, 2025, the Company incurred cost of revenue of $7,560, accounted by one vendor. For the year ended July 31, 2024, the Company incurred cost of revenue of $10,936, accounted by two vendors. | | | For the year ended July 31 | | | | | | 2025 | | | 2024 | | | 2025 | | | 2024 | | | 2025 | | | 2024 | | | | | | Cost of revenue | | | Percentage of Cost of revenue | | | Accounts payable, trade | | | | | | | | | | | | | | | | | | | | | | | | | Vendor A | | $ | 7,560 | | | $ | - | | | | 100 | % | | | - | % | | $ | - | | | $ | - | | | | Vendor B | | | - | | | | 3,405 | | | | - | % | | | 31 | % | | | - | | | | - | | | | Vendor C | | | - | | | | 7,531 | | | | - | % | | | 69 | % | | | - | | | | - | | | | Total | | $ | 7,560 | | | $ | 10,936 | | | | 100 | % | | | 100 | % | | $ | - | | | $ | - | | | | F-12 | | **11. SEGMENT REPORTING** 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 single 1 reportable segment based on business unit, apparel and garment trading business and two 2 reportable segments based on country, United States and Non-United States. 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 | | | | | | | | | | | | For the Year Ended and As of July 31, 2025 | | | | By Business Unit | | Apparel & Garment Trading Business | | | Total | | | | Revenue | | $ | 15,081 | | | $ | 15,081 | | | | | | | | | | | | | | | Cost of revenue | | | (7,560 | ) | | | (7,560 | ) | | | General and administrative expenses | | | (40,642 | ) | | | (40,642 | ) | | | | | | | | | | | | | | Loss from operations | | | (33,121 | ) | | | (33,121 | ) | | | | | | | | | | | | | | Total assets | | $ | 3,088 | | | $ | 3,088 | | | | Capital expenditure | | $ | - | | | $ | - | | | | | | | | | | | | | | | For the Year Ended and As of July 31, 2024 | | | | By Business Unit | | Apparel & Garment Trading Business | | | Total | | | | Revenue | | $ | 21,522 | | | $ | 21,522 | | | | | | | | | | | | | | | Cost of revenue | | | (10,936 | ) | | | (10,936 | ) | | | General and administrative expenses | | | (52,861 | ) | | | (52,861 | ) | | | | | | | | | | | | | | Loss from operations | | | (42,275 | ) | | | (42,275 | ) | | | | | | | | | | | | | | Total assets | | $ | 28,474 | | | $ | 28,474 | | | | Capital expenditure | | $ | - | | | $ | - | | | | | | | | | | | | | | | | | | For the Year Ended and | | | | | | As of July 31, 2025 | | | | By Country | | United States | | | Non-United States | | | Total | | | | Revenue | | $ | - | | | $ | 15,081 | | | $ | 15,081 | | | | | | | | | | | | | | | | | | | Cost of revenue | | | - | | | | (7,560 | ) | | | (7,560 | ) | | | General and administrative expenses | | | - | | | | (40,642 | ) | | | (40,642 | ) | | | | | | | | | | | | | | | | | | Loss from operations | | | - | | | | (33,121 | ) | | | (33,121 | ) | | | | | | | | | | | | | | | | | | Total assets | | $ | - | | | $ | 3,088 | | | $ | 3,088 | | | | Capital expenditure | | $ | - | | | $ | - | | | $ | - | | | | | | | | | | | | | | | | | | For the Year Ended and | | | | | | As of July 31, 2024 | | | | By Country | | United States | | | Non-United States | | | Total | | | | Revenue | | $ | - | | | $ | 21,522 | | | $ | 21,522 | | | | | | | | | | | | | | | | | | | Cost of revenue | | | - | | | | (10,936 | ) | | | (10,936 | ) | | | General and administrative expenses | | | - | | | | (52,861 | ) | | | (52,861 | ) | | | | | | | | | | | | | | | | | | Loss from operations | | | - | | | | (42,275 | ) | | | (42,275 | ) | | | | | | | | | | | | | | | | | | Total assets | | $ | - | | | $ | 28,474 | | | $ | 28,474 | | | | Capital expenditure | | $ | - | | | $ | - | | | $ | - | | | | F-13 | | **12. 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 events or transactions that occurred after July 31, 2025 up through the date the Company presented these audited financial statements. During the period, the Company did not have any material recognizable subsequent events. **Acquisition of GW Reader Holding Limited** **** The Company has entered into a Material Definitive Agreement on May 26, 2025, pursuant to a Share Purchase Agreement with Guang Wen Global Group Limited (the Seller), a company incorporated in the British Virgin Islands. Under the terms of the Agreement, the Company agreed to purchase 100% of the issued and outstanding shares of GW Reader Holding Limited, a company incorporated in the Cayman Islands, and a wholly-owned subsidiary of the Seller. As part of the Agreement Keemo will also acquire all of GW Reader Holding Limiteds assets which include two wholly owned subsidiaries. Those assets are owned as follows: GW Reader Holding Limited owns 100% of the shares of Willing Read Culture Technology Co., Limited, incorporated in Hong Kong, which in turn holds 100% ownership of GW Reader Sdn. Bhd., a limited liability company incorporated in Malaysia. The acquisition was completed on September 2, 2025. | F-14 | |