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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

(Mark One)

☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 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 001-39338

CIMG Inc.

(Exact name of registrant as specified in its charter)

Nevada |  | 38-3849791
(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

Room R2, FTY D, 16/F, Kin Ga Industrial Building,

9 San On Street, Tuen Mun, Hong Kong 00000.

(Address of principal executive offices)

+ 852 70106695

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class |  | Trading Symbol(s) |  | Name of each exchange on which registered
Common Stock, $0.00001 par value |  | IMG |  | The NASDAQ Stock Market LLC

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, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

| Large accelerated filer ☐ | Accelerated filer ☐
| Non-accelerated filer ☒ | Smaller reporting company ☒
| Emerging growth company ☐ |

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of October 27, 2025, there were 196,514,084 shares of the registrant’s Common Stock outstanding.

Explanation Note

This Amendment No. 1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (the “Original Filing”), filed with the Securities and Exchange Commission on November 3, 2025, is being filed solely to amend Part I of the Original Filing in order to include additional disclosures that were inadvertently omitted from the Original Filing.

Specifically, this Amendment includes Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations, as well as Items 3 and 4 of Part I (Quantitative and Qualitative Disclosures About Market Risk and Controls and Procedures, respectively), which were omitted in the Original Filing.

Except as described above, this Amendment does not modify or update any other disclosures presented in the Original Filing, including the Company’s financial statements. This Amendment does not reflect events occurring after the date of the Original Filing, nor does it modify or update any forward-looking statements contained therein.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, this Amendment sets forth the complete text of the affected Items as amended. New certifications of the Principal Executive Officer and Principal Financial Officer are also filed as exhibits hereto.

CIMG INC.

INDEX TO FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED June 30, 2025

PART I. | FINANCIAL INFORMATION | 2
Item 1. | Financial Statements | 2
| Consolidated Balance Sheets (unaudited) | 2
| Consolidated Statements of Operations (unaudited) | 3
| Consolidated Statements of Comprehensive Income (Loss) (unaudited) | 4
| Consolidated Statements of Changes in Stockholders’ Equity (unaudited) | 5
| Consolidated Statements of Cash Flows (unaudited) | 6
| Notes to Consolidated Financial Statements (unaudited) | 7
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 23
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 30
Item 4. | Controls and Procedures | 30
PART II. | OTHER INFORMATION | 31
Item 1. | Legal Proceedings | 31
Item 1A. | Risk Factors | 31
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 31
Item 3. | Defaults Upon Senior Securities | 31
Item 4. | Mine Safety Disclosures | 31
Item 5. | Other Information | 31
Item 6. | Exhibits | 31
| SIGNATURES | 32

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q and the documents incorporated by reference contain “forward-looking statements”, within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which include information relating to future events, future financial performance, strategies, expectations, competitive environment, regulation and availability of resources. These forward-looking statements include, without limitation, statements regarding: proposed new programs; expectations that regulatory developments or other matters will or will not have a material adverse effect on our consolidated financial position, results of operations or liquidity; statements concerning projections, predictions, expectations, estimates or forecasts as to our business, financial and operating results and future economic performance; and statements of management’s goals and objectives and other similar expressions concerning matters that are not historical facts. Words such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements.

Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:

| ● | our plans to obtain funding for our operations, including funding necessary to develop, manufacture and commercialize our products, provide our co-packing services, and to continue as a going concern;
| ● | our expectation that our existing capital resources will be sufficient to fund our operations for at least the next three months and our expectation to need additional capital to fund our planned operations beyond that;
| ● | the accuracy of our estimates regarding expenses, future revenue, capital requirements and needs for additional financing;
| ● | our expectations regarding our ability to maintain compliance with the listing requirements of the Nasdaq Capital Market;
| ● | the impact to our business, including any supply chain interruptions, resulting from changes in general economic, business and political conditions, including changes in the financial markets and macroeconomic conditions resulting from a pandemic;
| ● | the evolving coffee preferences of coffee consumers in North America and East Asia;
| ● | the size and growth of the markets for our products and co-packing services;
| ● | our ability to compete with companies producing similar products or providing similar co-packing services;
| ● | our ability to successfully achieve the anticipated results of strategic transactions;
| ● | our expectation regarding our future co-packing revenues;
| ● | our ability to develop or offer innovative new products and services, and expand our co-packing services to other products that are complementary to our current single serve coffee product offerings;
| ● | our expectations regarding additional manufacturing, coffee roasting and co-packing capabilities to be provided through our manufacturing partners, as well as our manufacturing partners’ ability to successfully facilitate distribution efforts;
| ● | our reliance on third-party roasters or manufacturing partners to roast coffee beans necessary to manufacture our products and to fulfill every aspect of our co-packing services;
| ● | regulatory developments in the U.S. and in non-U.S. countries;
| ● | our ability to retain key management, sales and marketing personnel;
| ● | the scope of protection we are able to establish and maintain for intellectual property rights covering our products and technology;
| ● | our ability to develop and maintain our corporate infrastructure, including our internal control over financial reporting;
| ● | the outcome of pending, threatened or future litigation;
| ● | our financial performance; and
| ● | our use of the net proceeds from our recent offering.
| ● | other factors discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024 under the headings “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as applicable.

Forward-looking statements speak only as of the date the statements are made. Except as required under the federal securities laws and rules and regulations of the United States Securities and Exchange Commission, we undertake no obligation to update or revise forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information. We caution you not to unduly rely on the forward-looking statements when evaluating the information presented herein.

1

Item 1. Financial Statements

CIMG Inc.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

|  | June 30, |  |  | September 30, |
|  | 2025 |  |  | 2024 |
ASSETS |  |  |  |  |  |  |  |
Current assets: |  |  |  |  |  |  |  |
Cash & cash equivalent |  | $ | 35,958 |  |  | $ | 464,222 |
Accounts receivable, net |  |  | 75,630 |  |  |  | - |
Inventories, net |  |  | 11,882,544 |  |  |  | 4,548,035 |
Assets Held for Sale-Current |  |  | - |  |  |  | 10,736 |
Prepaid expenses and other current assets |  |  | 1,248,957 |  |  |  | 382,648 |
Total current assets |  |  | 13,243,089 |  |  |  | 5,405,641 |
Non-current assets: |  |  |  |  |  |  |  |
Property and equipment, net |  |  | 2,318 |  |  |  | 2,268 |
Right-of-use asset - operating lease |  |  | 6,395 |  |  |  | 99,746 |
Intangible assets, net |  |  | 57,500 |  |  |  | 80,000 |
Total non-current assets |  |  | 66,213 |  |  |  | 182,014 |
Total assets |  | $ | 13,309,302 |  |  | $ | 5,587,655 |
LIABILITIES AND STOCKHOLDERS’ EQUITY |  |  |  |  |  |  |  |
Current liabilities: |  |  |  |  |  |  |  |
Accounts payable and accrued expenses |  | $ | 1,628,598 |  |  | $ | 2,240,337 |
Short term loan |  |  | 433,512 |  |  |  | 1,920,507 |
Current portion of lease liability - operating lease |  |  | 3,476 |  |  |  | 100,962 |
Convertible Notes |  |  | - |  |  |  | 1,063,624 |
Convertible Note-related party |  |  | - |  |  |  | 319,220 |
Convertible Note |  |  | - |  |  |  | 319,220 |
Other payables-related party |  |  | 39,000 |  |  |  | 7,500 |
Other current liabilities |  |  | 567,399 |  |  |  | 586,173 |
Total current liabilities |  |  | 2,671,985 |  |  |  | 6,238,323 |
Total liabilities |  | $ | 2,671,985 |  |  | $ | 6,238,323 |
Stockholders’ equity: |  |  |  |  |  |  |  |
36,397,418 and 4,978,245 shares issued and outstanding as of June 30, 2025 and September 30 2024, respectively |  |  | 364 |  |  |  | 50 |
Additional paid in capital |  |  | 96,353,118 |  |  |  | 81,260,605 |
Subscription receivable |  |  | (616,474 | ) |  |  | - |
Accumulated deficit |  |  | (85,335,700 | ) |  |  | (82,344,722 | )
Accumulated other comprehensive income |  |  | 254,766 |  |  |  | 433,399 |
Total shareholders’ equity of the Company |  |  | 10,656,074 |  |  |  | (650,668 | )
Non-controlling interests |  |  | (18,757 | ) |  |  | - |
Total stockholders’ equity |  |  | 10,637,317 |  |  |  | (650,668 | )
Total liabilities and stockholders’ equity |  | $ | 13,309,302 |  |  | $ | 5,587,655 |

The accompanying notes are an integral part of these unaudited consolidated financial statements.

2

CIMG Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

|  | Three Months Ended June 30, 2025 |  |  | Three Months Ended June 30, 2024 |  |  | Nine Months Ended June 30, 2025 |  |  | Nine Months Ended June 30, 2024 |
Revenues, net |  | $ | 61,578 |  |  | $ | 366,888 |  |  | $ | 84,431 |  |  | $ | 1,641,955 |
Cost of sales |  |  | (56,445 | ) |  |  | (513,101 | ) |  |  | (63,819 | ) |  |  | (1,820,140 | )
Gross profit(loss) |  |  | 5,133 |  |  |  | (146,213 | ) |  |  | 20,612 |  |  |  | (178,185 | )
Operating expenses |  |  | (1,117,290 | ) |  |  | (1,335,371 | ) |  |  | (3,387,725 | ) |  |  | (4,748,076 | )
Loss from operations |  |  | (1,112,157 | ) |  |  | (1,481,584 | ) |  |  | (3,367,113 | ) |  |  | (4,926,261 | )
Other income |  |  | 48,506 |  |  |  | 335,838 |  |  |  | 452,142 |  |  |  | 412,580 |
Loss from equity method investment |  |  | - |  |  |  | (1,666 | ) |  |  | - |  |  |  | (3,789 | )
Other expense |  |  | (4,546 | ) |  |  | (44,913 | ) |  |  | (54,866 | ) |  |  | (145,140 | )
Loss on acquisition of subsidiary |  |  | (45 | ) |  |  | - |  |  |  | (20,210 | ) |  |  | - |
Interest expense, net |  |  | - |  |  |  | (109 | ) |  |  | - |  |  |  | (1,277 | )
Net loss from continuing operations |  |  | (1,068,242 | ) |  |  | (1,192,434 | ) |  |  | (2,990,047 | ) |  |  | (4,663,887 | )
Losses caused by the termination of business |  |  | - |  |  |  | (98,086 | ) |  |  | - |  |  |  | (429,175 | )
Loss from disposition of discontinued operations |  |  | - |  |  |  | (149,677 | ) |  |  | - |  |  |  | (149,677 | )
Net Loss |  | $ | (1,068,242 | ) |  | $ | (1,440,197 | ) |  | $ | (2,990,047 | ) |  | $ | (5,242,739 | )
Non-controlling interest |  |  | 931 |  |  |  | - |  |  |  | 931 |  |  |  | - |
Net loss attributable to CIMG Inc. |  |  | (1,069,173 | ) |  |  | (1,440,197 | ) |  |  | (2,990,978 | ) |  |  | (5,242,739 | )
Basic and diluted loss per common share |  | $ | (0.03 | ) |  | $ | (0.92 | ) |  | $ | (0.16 | ) |  | $ | (3.91 | )
Basic and diluted weighted average number of common stock outstanding |  |  | 32,195,220 |  |  |  | 1,561,410 |  |  |  | 18,226,016 |  |  |  | 1,341,059 |

The accompanying notes are an integral part of these unaudited consolidated financial statements.

*The discrepancy in financial data as of June 30, 2024 is due to the split of discontinued operations. (Refer to “Note 6. Discontinued operations”)

3

CIMG Inc.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(UNAUDITED)

|  | Three Months Ended June 30, 2025 |  |  | Three Months Ended June 30, 2024 |
Net loss attributable to CIMG Inc. |  | $ | (1,069,173 | ) |  | $ | (1,440,197 | )
Foreign currency translation |  |  | 75,922 |  |  |  | (16,309 | )
Total other comprehensive (loss)/income net of tax |  |  | 75,922 |  |  |  | (16,309 | )
Comprehensive loss to CIMG Inc. |  | $ | (993,251 | ) |  | $ | (1,456,506 | )

|  | Nine Months Ended June 30, 2025 |  |  | Nine Months Ended June 30, 2024 |
Net loss attributable to CIMG Inc. |  | $ | (2,990,978 | ) |  | $ | (5,242,739 | )
Foreign currency translation |  |  | (178,633 | ) |  |  | 34,257 |
Total other comprehensive (loss)/income net of tax |  |  | (178,633 | ) |  |  | 34,257 |
Comprehensive loss to CIMG Inc. |  | $ | (3,169,611 | ) |  | $ | (5,208,482 | )

The accompanying notes are an integral part of these unaudited consolidated financial statements.

4

CIMG Inc.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

|  | Shares |  |  | Amount |  |  | capital |  |  |  |  |  |  | deficit |  |  | income |  |  | interest |  |  | Total |
|  |  |  |  |  |  |  | Additional |  |  |  |  |  |  |  |  | Accumulated Other |  |  | Non- |  |  |  |
|  | Common Stock |  |  | paid-in |  |  | Subscription |  |  | Accumulated |  |  | Comprehensive |  |  | controlling |  |  |  |
|  | Shares |  |  | Amount |  |  | capital |  |  | receivable |  |  | deficit |  |  | income |  |  | interests |  |  | Total |
Balance September 30, 2024 |  |  | 4,978,245 |  |  | $ | 50 |  |  | $ | 81,260,605 |  |  |  | - |  |  | $ | (82,344,722 | ) |  | $ | 433,399 |  |  |  | - |  |  | $ | (650,668 | )
Common Stock issued for cash |  |  | 1,396,813 |  |  |  | 13 |  |  |  | 1,382,831 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1,382,844 |
Common stock compensation |  |  | 800,000 |  |  |  | 8 |  |  |  | 523,672 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 523,680 |
Issued private placement |  |  | 3,508,769 |  |  |  | 35 |  |  |  | 1,999,965 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 2,000,000 |
Issued warrants |  |  | 55,973 |  |  |  | 1 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 1 |
Foreign currency translation |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (192,038 | ) |  |  | - |  |  |  | (192,038 | )
Net loss |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (1,536,249 | ) |  |  | - |  |  |  | - |  |  |  | (1,536,249 | )
Balance December 31, 2024 |  |  | 10,739,800 |  |  | $ | 107 |  |  | $ | 85,167,073 |  |  |  | - |  |  | $ | (83,880,971 | ) |  | $ | 241,361 |  |  |  | - |  |  | $ | 1,527,570 |
Common Stock issued for cash |  |  | 19,457,618 |  |  |  | 195 |  |  |  | 9,999,805 |  |  |  | (438,701 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 9,561,299 |
Foreign currency translation |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (62,517 | ) |  |  | - |  |  |  | (62,517 | )
Acquisition of subsidiary |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (19,374 | ) |  |  | (19,374 | )
Net loss |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (385,556 | ) |  |  | - |  |  |  | - |  |  |  | (385,556 | )
Balance March 31, 2025 |  |  | 30,197,418 |  |  |  | 302 |  |  |  | 95,166,878 |  |  |  | (438,701 | ) |  |  | (84,266,527 | ) |  |  | 178,844 |  |  |  | (19,374 | ) |  |  | 10,621,422 |
Common Stock issued for cash |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 438,701 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 438,701 |
Issued private placement |  |  | 6,000,000 |  |  |  | 60 |  |  |  | 1,068,042 |  |  |  | (616,474 | ) |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 451,628 |
Common stock compensation |  |  | 200,000 |  |  |  | 2 |  |  |  | 118,198 |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 118,200 |
Foreign currency translation |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 75,922 |  |  |  | (261 | ) |  |  | 75,661 |
Acquisition of subsidiary |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (53 | ) |  |  | (53 | )
Net loss |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (1,069,173 | ) |  |  | - |  |  |  | 931 |  |  |  | (1,068,242 | )
Balance June 30, 2025 |  |  | 36,397,418 |  |  |  | 364 |  |  |  | 96,353,118 |  |  |  | (616,474 | ) |  |  | (85,335,700 | ) |  |  | 254,766 |  |  |  | (18,757 | ) |  |  | 10,637,317 |

|  | Shares |  |  | Amount |  |  | capital |  |  | deficit |  |  | income |  |  | Total |
|  | Common Stock |  |  | Additional paid-in |  |  | Accumulated |  |  | Accumulated Other Comprehensive |  |  |  |
|  | Shares |  |  | Amount |  |  | capital |  |  | deficit |  |  | income |  |  | Total |
Balance September 30, 2023 |  |  | 748,644 |  |  | $ | 8 |  |  | $ | 74,925,843 |  | - | $ | (73,371,987 | ) |  | $ | 120,493 |  | - | $ | 1,674,357 |
Common Stock issued for cash |  |  | 488,750 |  |  |  | 5 |  |  |  | 1,277,113 |  |  |  | - |  |  |  | - |  |  |  | 1,277,118 |
Stock option expense |  |  | - |  |  |  | - |  |  |  | 11,505 |  |  |  | - |  |  |  | - |  |  |  | 11,505 |
Issued private placement |  |  | 46,800 |  |  |  | - |  |  |  | 129,662 |  |  |  | - |  |  |  | - |  |  |  | 129,662 |
Foreign currency translation |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 42,408 |  |  |  | 42,408 |
Net loss |  |  | - |  |  |  | - |  |  |  | - |  | - |  | (2,148,611 | ) |  |  | - |  | - |  | (2,148,611 | )
Balance December 31, 2023 |  |  | 1,284,194 |  |  | $ | 13 |  |  | $ | 76,344,123 |  | - | $ | (75,520,598 | ) |  | $ | 162,901 |  | - | $ | 986,439 |
Stock option expense |  |  | - |  |  |  | - |  |  |  | 54,443 |  |  |  | - |  |  |  | - |  |  |  | 54,443 |
Issued private placement |  |  | 14,220 |  |  |  | - |  |  |  | 29,994 |  |  |  | - |  |  |  | - |  |  |  | 29,994 |
Foreign currency translation |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | 8,158 |  |  |  | 8,158 |
Net loss |  |  | - |  |  |  | - |  |  |  | - |  | - |  | (1,653,931 | ) |  |  | - |  | - |  | (1,653,931 | )
Balance March 31, 2024 |  |  | 1,298,414 |  |  |  | 13 |  |  |  | 76,428,560 |  | - |  | (77,174,529 | ) |  |  | 171,059 |  | - |  | (574,897 | )
Balance |  |  | 1,298,414 |  |  |  | 13 |  |  |  | 76,428,560 |  | - |  | (77,174,529 | ) |  |  | 171,059 |  | - |  | (574,897 | )
Common Stock issued for cash |  |  | 1,089,020 |  |  |  | 11 |  |  |  | 1,819,988 |  |  |  | - |  |  |  | - |  |  |  | 1,819,999 |
Stock option expense |  |  | - |  |  |  | - |  |  |  | 17,791 |  |  |  | - |  |  |  | - |  |  |  | 17,791 |
Foreign currency translation |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |  |  |  | (16,309 | ) |  |  | (16,309 | )
Net loss |  |  | - |  |  |  | - |  |  |  | - |  | - |  | (1,440,197 | ) |  |  | - |  | - |  | (1,440,197 | )
Balance June 30, 2024 |  |  | 2,387,434 |  |  |  | 24 |  |  |  | 78,266,339 |  | - |  | (78,614,726 | ) |  |  | 154,750 |  | - |  | (193,613 | )
Balance |  |  | 2,387,434 |  |  |  | 24 |  |  |  | 78,266,339 |  | - |  | (78,614,726 | ) |  |  | 154,750 |  | - |  | (193,613 | )

The accompanying notes are an integral part of these unaudited consolidated financial statements.

5

CIMG Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

|  | Nine Months Ended |  |  | Nine Months Ended |
|  | June 30, 2025 |  |  | June 30, 2024 |
Operating activities: |  |  |  |  |  |  |  |
Net loss from continuing operations |  | $ | (2,990,047 | ) |  | $ | (5,242,739 | )
Losses caused by the termination of business |  |  | - |  |  |  | (429,175 | )
Adjustments to reconcile net loss to net cash used in operating activities: |  |  |  |  |  |  |  |
Depreciation and amortization |  |  | 23,095 |  |  |  | 142,107 |
Noncash lease expense |  |  | 93,351 |  |  |  | 308,788 |
Stock option expense |  |  | - |  |  |  | 83,739 |
Bad debt expense |  |  | - |  |  |  | 24,049 |
Equity Incentive |  |  | 641,880 |  |  |  | - |
Loss from equity method investment |  |  | - |  |  |  | 3,789 |
Loss on acquisition of subsidiary |  |  | 20,210 |  |  |  | - |
Change in operating assets and liabilities: |  |  |  |  |  |  |  |
Accounts receivable |  |  | (62,032 | ) |  |  | 103,688 |
Inventories |  |  | (7,278,644 | ) |  |  | (164,341 | )
Prepaid expenses and other current assets |  |  | (860,895 | ) |  |  | 173,142 |
Other assets |  |  | - |  |  |  | 4,707 |
Accounts payable |  |  | (691,619 | ) |  |  | 564,335 |
Deferred income |  |  | - |  |  |  | (354,668 | )
Lease liability – operating lease |  |  | (97,486 | ) |  |  | (383,542 | )
Accrued expenses and other current liabilities |  |  | (31,506 | ) |  |  | - |
Other non-current liabilities |  |  | - |  |  |  | 37,229 |
Net cash used in operating activities |  |  | (11,233,693 | ) |  |  | (4,270,542 | )
Discontinued Operations: |  |  |  |  |  |  |  |
Depreciation from discontinued operations |  |  | - |  |  |  | 3,690 |
Changes in operating assets and liabilities |  |  | - |  |  |  | 737,063 |
Cash flows generated from discontinued business operations |  |  | - |  |  |  | 311,578 |
Investing activities: |  |  |  |  |  |  |  |
Purchase of equipment |  |  | - |  |  |  | (310,342 | )
Proceeds from disposal of equipment |  |  | 10,736 |  |  |  | - |
Cash received from the acquisition of subsidiaries |  |  | 8,956 |  |  |  | - |
Net cash provided by/( used in) investing activities |  |  | 19,692 |  |  |  | (310,342 | )
Financing activities: |  |  |  |  |  |  |  |
Repayment of loans |  |  | (1,486,996 | ) |  |  | (429,933 | )
Repayment of finance lease |  |  | - |  |  |  | (25,224 | )
Borrowings from loans |  |  | - |  |  |  | 398,754 |
Proceeds from sales of future receipts |  |  | - |  |  |  | 195,001 |
Repayment of equipment finance |  |  | - |  |  |  | (31,626 | )
Proceeds from equipment finance |  |  | - |  |  |  | 262,893 |
Proceeds from issuance of convertible note |  |  | - |  |  |  | 320,000 |
Proceeds from private placement |  |  | 2,451,628 |  |  |  | 1,659,655 |
Proceeds from issuance of common stock, ATM offering, net of issuance cost |  |  | 10,000,000 |  |  |  | 1,277,118 |
Net cash provided by (used in) financing activities |  |  | 10,964,632 |  |  |  | 3,626,638 |
Effect of foreign exchange on cash |  |  | (178,895 | ) |  |  | 34,257 |
Net change in cash |  |  | (428,264 | ) |  |  | (608,411 | )
Cash, beginning of period |  |  | 464,222 |  |  |  | 982,869 |
Cash, end of period |  | $ | 35,958 |  |  | $ | 374,458 |
Supplemental disclosure of cash flow information: |  |  |  |  |  |  |  |
Cash paid for interest |  | $ | - |  |  | $ | 1,416 |
Cash paid for taxes |  |  | - |  |  |  | 3,048 |
Subscription receivable |  |  | 616,474 |  |  |  | - |

The accompanying notes are an integral part of these unaudited consolidated financial statements.

6

CIMG Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

June 30, 2025

1. ORGANIZATION

CIMG Inc. is a company incorporated in Nevada and listed on Nasdaq since June 2020. We were formerly known as “Nuzee, Inc.” with a previous ticker symbol “NUZE”, and we changed our corporate name and ticker symbol to “CIMG Inc.” and “IMG” in October 2024. We previously focused on specialty coffee and related technologies but are now expanding our sales and distribution channels in Asia to encompass a broader range of consumer food and beverage products. This expansion is fueled by our online sales platform, which leverages a natural language search function.

CIMG, our holding company, or DZR Tech, its subsidiary incorporated in Hong Kong, or Wewin, our subsidiary incorporated in Florida, may transfer cash to our PRC subsidiaries, Beijing Zhongyan, through capital injections and intra-group loans.

On March 10, 2025, Zhongyan Shangyue Technology Co., Ltd. (“Zhongyan”), CIMG Inc.’s wholly-owned subsidiary, entered into a Business Cooperation Intent Agreement (the “Agreement”) with Shanghai Huomao Cultural Development Co., Ltd. (“Huomao”). Pursuant to the Agreement, the three shareholders of Huomao intend to transfer an aggregate of 51% of their equity interest in Huomao to Zhongyan in exchange for 200,000 shares of Common Stock. The Common Stock shall be subject to a six-month lock-up period.

On March 21, 2025, Zhongyan established a wholly-owned subsidiary, Henan Zhongyan Shangyue Technology Co. Ltd(“Henan Zhongyan”).

On March 27, 2025, Zhongyan entered into a Business Cooperation Intent Agreement (the “Agreement”) with Xilin Online (Beijing) E-commerce Co., Ltd (“Beijing Xilin”). Pursuant to the Agreement, certain shareholders of Beijing Xilin intend to transfer an aggregate of 51% of their equity interest in Beijing Xilin to Zhongyan.

On March 31, 2025, the Company completed its acquisition of Beijing Xilin, along with the necessary business registration updates in China.

On April 22, 2025, the Company completed its acquisition of Huomao, along with the necessary business registration updates in China.

2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Preparation

The accompanying unaudited consolidated financial statements of CIMG, Inc. and subsidiaries (“the Company”) have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial reporting and should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2024. Certain information or footnote disclosures normally included in the annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of the Company’s management, these financial statements include all normal and recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods presented. However, the results of operations included in such financial statements may not necessarily be indicative of future or annual results.

Principles of Consolidation

The Company prepares its financial statements on the basis of accounting. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts, balances and transactions have been eliminated upon consolidation.

Earnings per Share

Basic earnings per common share is equal to net earnings or loss divided by the weighted average of shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options, warrants and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. As of June 30, 2025 and June 30, 2024, the total number of common stock equivalents was 25,798,750 and 225,225, respectively, and composed of stock options and warrants. Due to the Company’s net loss for the periods presented, all common stock equivalents were anti-dilutive and therefore excluded from the calculation of diluted net loss per share.

7

Going Concern and Capital Resources

Since its inception, the Company has devoted substantially all of its efforts to business planning, research and development, recruiting management and technical staff, acquiring operating assets, raising capital and the commercialization and manufacture of its single serve coffee products. As of June 30, 2025, the Company had cash of $35,958 and working capital of $10,571,104.

The Company anticipates that it will need to raise additional capital immediately in order to continue to fund its operations. There is no assurance that the Company will be able to obtain funds on commercially acceptable terms, if at all. There is also no assurance that the amount of funds the Company might raise will enable the Company to complete its initiatives or attain profitable operations. Additionally, management’s strategic plans include expanding into new markets.

Management has evaluated the Company’s ability to continue as a going concern under ASC 205-40, Presentation of Financial Statements - Going Concern, and considered its financial condition, projected cash flows, obligations due within 12 months, and sources of liquidity.

While we understand that the ability of the Company to continue as a going concern is dependent upon its ability to successfully execute its new business strategy and eventually attain profitable operations, the consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the Company’s consolidated financial statements as of June 30, 2025 have been prepared on a going concern basis.

Use of Estimates

In preparing these consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amount of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less when purchased to be cash equivalents.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company places its cash with high quality banking institutions. From time to time, the Company may or may not maintain cash balances at certain institutions in excess of the Federal Deposit Insurance Corporation limit.

Accounts Receivable, net

Trade accounts receivable is periodically evaluated for collectability based on past credit history with customers and their current financial condition. Bad debts expense or write offs of receivables are determined on the basis of loss experience, known and inherent risks in the receivable portfolio and current economic conditions. The Company recorded an allowance for credit loss of $Nil and $3,450,141 as of both June 30, 2025, and September 30, 2024 respectively.

SCHEDULE OF ACCOUNTS RECEIVABLES

|  | June 30, 2025 |  |  | September 30, 2024 |
Accounts receivable |  | $ | 75,630 |  |  | $ | 3,450,141 |
Less: allowance for credit loss |  |  | - |  |  |  | (3,450,141 | )
Total accounts receivable |  | $ | 75,630 |  |  | $ | - |

8

Assets Held for Sale-Current

As of June 30, 2025 and September 30, 2024, assets held for Sale-Current were $Nil and $10,736. This is mainly the equipment planned for sale.

SCHEDULE OF ASSETS HELD FOR SALE

|  | June 30, 2025 |  |  | September 30, 2024 |
Assets Held for Sale |  |  | - |  |  |  | 214,709 |
Current Assets Held for Sale |  |  | - |  |  |  | 214,709 |
Property and equipment asset impairment |  |  | - |  |  |  | (203,973 | )
Total |  |  | - |  |  |  | 10,736 |

Major Customers

In the nine months ended June 30, 2025 and 2024, revenue was primarily derived from major customers disclosed below.

SCHEDULE OF REVENUE BY MAJOR CUSTOMERS

Nine months ended June 30, 2025:

Customer Name |  | Sales Amount |  |  | % of Total Revenue |  |  | Accounts Receivable Amount |  |  | % of Total Accounts Receivable |
Customer XG |  | $ | 47,289 |  |  |  | 56 | % |  |  | - |  |  |  | - |
Customer LXM |  |  | 13,524 |  |  |  | 16 | % |  |  | - |  |  |  | - |

Nine months ended June 30, 2024:

Customer Name |  | Sales Amount |  |  | % of Total Revenue |  |  | Accounts Receivable Amount |  |  | % of Total Accounts Receivable |
Customer CL |  | $ | 1,142,865 |  |  |  | 70 | % |  | $ | 138,246 |  |  |  | 37 | %

Lease

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), to provide guidance on recognizing lease assets and lease liabilities on the consolidated balance sheet and disclosing key information about leasing arrangements, specifically differentiating between different types of leases. The Company implemented ASU No. 2016-02 on October 1, 2019.

The Company conducts a quarterly analysis of leases to determine if there are any operating leases that require recognition under ASC 842. The Company has a long-term operating lease for office and manufacturing space in Plano, Texas. The leased property in Plano, Texas, has a remaining lease term through June 2024 and Tenancy terminated. The Company did not apply the recognition requirements of ASC 842 to operating leases with a remaining lease term of 12 months or less.

In May 2022, the Company renewed the office and manufacturing space in Vista, California through June 30, 2025, which was scheduled to expire on January 31, 2023. The lease has a monthly base rent of $8,451, plus common area expenses. Along with the extension, we leased an additional 1,796 square feet that has a monthly base rent of $2,514 through June 30, 2025.

9

The Company leased a new larger office and manufacturing space in Seoul, Korea beginning November 15, 2021, through November 15, 2023. The lease has a monthly expense of $7,040. Accordingly, we have added ROU Assets and Lease Liabilities related to those leases as of September 30, 2023.

Effective September 1, 2024, we have leased a principal office space located at 16097 Poppyseed Cir, Unit 1904, Delray Beach, Florida, 33484, which we lease for $3,500 per month until August 31, 2025.

The lease in San On Street, Tuen Mun, Hong Kong has a term of 12 months from December 18, 2024 to December 17, 2025 at a rate of RMB 4,167 ($594) per month. The lease is a short-term lease which has a lease term of 12 months and does not include an option to purchase the underlying asset. The Company did not recognize ROU assets or lease liabilities for short term leases.

As of June 30, 2025, the Company’s operating leases had a weighted average remaining lease term of 1 years and a weighted-average discount rate of 5% or 7.5%. Other information related to our operating leases is as follows:

SCHEDULE OF OTHER INFORMATION RELATED TO OPERATING LEASE

ROU Asset – October 1, 2024 |  | $ | 99,746 |
ROU Asset added during the period |  |  | - |
Amortization during the period |  |  | (93,351 | )
ROU Asset – June 30, 2025 |  | $ | 6,395 |
Lease Liability – October 1, 2024 |  | $ | 100,962 |
Lease Liability added during the period |  |  | - |
Amortization during the period |  |  | (97,486 | )
Lease Liability – June 30, 2025 |  | $ | 3,476 |
Lease Liability – Short-Term |  | $ | 3,476 |
Lease Liability – Long-Term |  |  | - |
Lease Liability – Total |  | $ | 3,476 |

The table below reconciles the fixed component of the undiscounted cash flows for each of the first five years and the total remaining years to the lease liabilities recorded on the Consolidated Balance Sheet as of June 30, 2025:

Amounts due within twelve months of June 30,2025

SCHEDULE OF FUTURE MINIMUM RENTAL PAYMENTS FOR OPERATING LEASES

2025 |  | $ | 3,541 |
2026 |  |  | - |
Total Minimum Lease Payments |  |  | 3,541 |
Less Effect of Discounting |  |  | 65 |
Present Value of Future Minimum Lease Payments |  |  | 3,476 |
Less Current Portion of Operating Lease Liabilities |  |  | 3,476 |

For nine months ended June 30, 2025, the Company had the following cash and non-cash activities associated with our leases:

SCHEDULE OF CASH AND NON-CASH ACTIVITIES OF LEASES

Operating cash outflows from operating leases: |  | $ | 105,664 |
Financing cash outflows from finance lease: |  | $ | 10,093 |

10

Business Combinations

On March 31, 2025, the Company acquired a 51% controlling interest in Xilin Online (Beijing) E-commerce Co., Ltd (“Beijing Xilin”) for no consideration. The transaction was accounted for as a business combination under ASC 805. The fair value of the identifiable net assets acquired was a net liability position of $39,538.

The Company acquired 51% of Beijing Xilin, while Noncontrolling Interest (NCI) represents the remaining 49%. NCI was measured based on its proportionate share of the net liabilities, resulting in a negative NCI of $19,374 recognized within the equity section of the consolidated balance sheet.

The Company recognized a loss on acquisition of $20,164, representing its proportionate share (51%) of the net liabilities assumed. This amount was recorded in the consolidated statement of operations under “Loss on acquisition”.

On April 22, 2025, the Company acquired a 51% controlling interest in Shanghai Huomao Cultural Development Co., Ltd. (“Huomao”) for no consideration. The transaction was accounted for as a business combination under ASC 805. The fair value of the identifiable net assets acquired was a net liability position of $98.

The Company acquired 51% of Huomao, while non-controlling Interest (NCI) represents the remaining 49%. NCI was measured based on its proportionate share of the net liabilities, resulting in a negative NCI of $53 recognized within the equity section of the consolidated balance sheet.

The Company recognized a loss on acquisition of $45, representing its proportionate share (51%) of the net liabilities assumed. This amount was recorded in the consolidated statement of operations under “Loss on acquisition”.

No goodwill or bargain purchase gain was recognized as the fair value of net assets acquired was negative and no consideration was transferred. The Company concluded that the acquired set of activities constitutes a business under ASC 805-10-20.

Foreign Currency Translation

The financial position and results of operations of each of the Company’s foreign subsidiaries are measured using the foreign subsidiary’s local currency as the functional currency. Revenues and expenses of each such subsidiary have been translated into U.S. dollars at average exchange rates prevailing during the period. Assets and liabilities have been translated at the rates of exchange on the balance sheet date. The resulting translation gain and loss adjustments are recorded directly as a separate component of stockholders’ equity, unless there is a sale or complete liquidation of the underlying foreign investment. The foreign currency translation adjustment attributable to CIMG Inc. was recorded in other comprehensive (loss)/income in the amounts of $(178,633) and $34,257 for the nine months ended June 30, 2025 and 2024, respectively.

Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency.

Revenue Recognition

In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (Topic 606) “Revenue from Contracts with Customers.” Topic 606 supersedes the revenue recognition requirements in Topic 605 “Revenue Recognition” (Topic 605). The new standard’s core principle is that an entity will recognize revenue at an amount that reflects the consideration to which the entity expects to be entitled in exchange for transferring goods or services to a customer. The principles in the standard are applied in five steps: 1) Identify the contract(s) with a customer; 2) Identify the performance obligations in the contract; 3) Determine the transaction price; 4) Allocate the transaction price to the performance obligations in the contract; and 5) Recognize revenue when (or as) the entity satisfies a performance obligation. We adopted Topic 606 as of October 1, 2018 on a modified retrospective basis. The adoption of Topic 606 did not have a material impact on our consolidated financial statements, including the presentation of revenues in our Consolidated Statements of Operations.

Per ASC 606-10-32-2, an entity shall consider the terms of the contract and its customary business practices to determine the transaction price. The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties (for example, some sales taxes). The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both.

Per ASC 606-10-25-23 An entity shall recognize revenue when (or as) the entity satisfies a performance obligation by transferring a promised good or service (that is, an asset) to a customer.

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Per ASC 606-10-55-37 An entity is a principal if it controls the specified good or service before that good or service is transferred to a customer. However, an entity does not necessarily control a specified good if the entity obtains legal title to that good only momentarily before legal title is transferred to a customer. An entity that is a principal may satisfy its performance obligation to provide the specified good or service itself or it may engage another party (for example, a subcontractor) to satisfy some or all of the performance obligation on its behalf.

ASC 606-10-55-38 An entity is an agent if the entity’s performance obligation is to arrange for the provision of the specified good or service by another party. An entity that is an agent does not control the specified good or service provided by another party before that good or service is transferred to the customer. When (or as) an entity that is an agent satisfies a performance obligation, the entity recognizes revenue in the amount of any fee or commission to which it expects to be entitled in exchange for arranging for the specified goods or services to be provided by the other party. An entity’s fee or commission might be the net amount of consideration that the entity retains after paying the other party the consideration received in exchange for the goods or services to be provided by that party.

Return and Exchange Policy

All products are thoroughly inspected and securely packaged before they are shipped to ensure buyers receive the best possible product. If for any reason buyers are unsatisfied with the products, they can return them, and the Company will exchange or refund the purchase minus any shipping charges. For wholesale customers, return policies vary based on their specific agreements with customers. Under chargebacks agreements with the customers, the Company agrees to reimburse the seller for a portion of the costs incurred by the seller to advertise and promote certain of the Company’s products. The Company estimates, accrues and recognizes such chargebacks. These amounts are included in the determination of net sales. For nine months ended June 30, 2025 and 2024, the Company has no sales allowances for estimated chargebacks and returns, respectively.

Accounts payable and accrued expenses

As of June 30, 2025 and September 30, 2024, the accounts payable are $482,000 and $1,098,582 respectively.

As of June 30, 2025 and September 30, 2024, the accrued expenses are $1,146,598 and $1,141,755 respectively, it mainly includes the accrued expenses of Nuzee single-serving coffee and DRIPKIT products.

Accounts payable and accrued expenses as of June 30, 2025 and September 30, 2024 are as follows:

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES

|  | June 30, 2025 |  |  | September 30, 2024 |
Accounts payable |  |  | 482,000 |  |  |  | 1,098,582 |
Accrued expenses |  |  | 1,146,598 |  |  |  | 1,141,755 |
Total |  |  | 1,628,598 |  |  |  | 2,240,337 |

Other current liabilities

As of June 30, 2025 and September 30, 2024, the other current liabilities are $567,399 and $586,173 respectively. It mainly includes the finance leasing of equipment and the payment for the goods.

Cost Recognition

The Maca Series products are pure plant products that we purchase maca raw materials and entrust to process. Therefore, the raw materials comprise the procurement cost of maca, the packaging cost of goods, the freight cost of goods and so on.

Operating expenses

For the nine months ended June 30, 2025, the operating expenses were $3,387,725. This mainly includes personnel costs of $908,134, sales and marketing expenses of $202,847, depreciation and amortization of $23,197, professional services such as lawyers, auditors and consultants of $1,941,625, travel expenses of $77,892, office expenses of $196,351 and other expenses of $37,679.

For the nine months ended June 30, 2024, the operating expenses were $4,748,076. It primarily comprised of personnel costs, selling and marketing expenses, depreciation and amortization, insurance expenses, professional services, travel and office expenses, etc. In some cases, the Company bears shipping costs for shipping customer orders, and shipping and handling costs are recorded under operating expenses in the consolidated statement of operations.

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Other income

For the nine months ended June 30, 2025, the other income was $452,142. It is mainly because of the settlement and forgiveness of account payable.

For the nine months ended June 30, 2024, the other income was $412,580. It is mainly because of the rental income.

Other Expense

Other expense of $54,866 and $145,140 for the nine months ended June 30, 2025 and 2024, respectively, primarily includes write off of deferred financing costs and sublease expense.

Prepaid expenses and other current assets

Prepaid expenses and other current assets for the nine months ended June 30, 2025 and September 30, 2024 is as follows:

SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS

|  | June 30, 2025 |  |  | September 30, 2024 |
Prepaid expenses |  | $ | 88,893 |  |  | $ | 197,217 |
Other current assets |  |  | 1,160,064 |  |  |  | 185,431 |
Total |  | $ | 1,248,957 |  |  | $ | 382,648 |

The Prepaid expenses and other current assets balance of $1,248,957 as of June 30, 2025 primarily consists of deposit, Barcode fee, a retainer for professional services, employee petty cash advances, and input VAT pending certification for deduction.

Inventory, net

Inventories, net, consisting principally of raw materials and finished goods held for production and sale, is stated at the lower cost or net realizable value, cost being determined using the weighted average cost method. The Company reviews inventory levels at least quarterly and records a valuation allowance when appropriate. On June 30, 2025, the carrying value of inventory of $11,882,544.

SCHEDULE OF INVENTORY

|  | June 30, 2025 |  |  | September 30, 2024 |
Raw materials |  | $ | 11,744,380 |  |  | $ | 4,490,728 |
Finished goods |  | $ | 138,164 |  |  |  | 57,307 |
Total |  | $ | 11,882,544 |  |  | $ | 4,548,035 |

Property and Equipment, net

Property and equipment are stated at cost, net of accumulated depreciation. Office equipment is depreciated over a 3-year life, furniture over a 7-year life, and other equipment over a 5-year life. Depreciation expense for nine months ended June 30, 2025 and 2024 was $12,832 and $119,607, respectively. Property and equipment as of June 30, 2025 and September 30, 2024 consist of:

SCHEDULE OF PROPERTY AND EQUIPMENT

|  | June 30, 2025 |  |  | September 30, 2024 |
Machinery & Equipment |  | $ | 15,150 |  |  | $ | 1,465,566 |
Vehicles |  |  | - |  |  |  | 57,431 |
Less - Accumulated Depreciation |  |  | (12,832 | ) |  |  | (1,127,820 | )
Less-Impairment on Property and Equipment |  |  | - |  |  |  | (214,709 | )
Disposal of property and equipment |  |  | - |  |  |  | (178,200 | )
Net Property and Equipment |  | $ | 2,318 |  |  | $ | 2,268 |

The Company is required to make deposits or prepayments and progress payments on equipment purchases before the Company receives possession and title. As a result, the Company accounts for such payments as Other Assets until it has possession at which time the equipment is recorded as Property and Equipment. There were no such deposits as of June 30, 2025 or September 30, 2024.

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Samples

The Company distributes samples of its products as a component of its marketing program. Costs for samples are expensed at the time the samples are produced and recorded under operating expenses in the consolidated statements of operations.

Long-Lived Assets

The Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicated that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and a current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances.

Intangible assets

Intangible assets have either an identifiable or indefinite useful life. Intangible assets with identifiable useful lives are amortized on a straight-line basis over their economic or legal life, whichever is shorter. We have identifiable useful life intangible assets related to acquired Dripkit tradename and customer relationships. We evaluate these intangible assets annually for impairment, and when indications of potential impairment exist. The management uses considerable judgment to determine key assumptions, including projected revenue, projected costs, marketing expenses and projected profits, etc. This kind of analysis requires important estimates and judgments, including the estimation of future cash flows, which depends on internal forecasts, the estimation of the long-term growth rate of our business, the estimation of the useful life of the cash flows that will occur, customer churn, and the determination of our weighted average cost of capital. We confirm that for nine months ending June 30, 2025, we recorded impairment losses related to trademarks at $Nil. These impairment losses are included in our statement of operations. After including the above impairments, as of June 30, 2025 and September 30, 2024, the Company’s intangible assets related to trademarks were $57,500 and $80,000 respectively.

Income Taxes

In accordance with ASC 740 - Income Taxes, the provision for income taxes is computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

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The Company also follows the guidance related to accounting for income tax uncertainties. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. No liability for unrecognized tax benefits was recorded as of June 30,2025 and September 30, 2024.

United States

CIMG Inc. and Wewin are incorporated in the United States and is subject to U.S. federal corporate income tax at a rate of 21%. CIMG Inc. and Wewin had no taxable income for the periods presented; therefore, no provision for income taxes is required.

Hong Kong

DZR Tech are incorporated in Hong Kong. Under the two-tiered profits tax rates regime in Hong Kong, the first HK$2 million of profits of the qualifying group entity will be taxed at 8.25%, and profits above HK$2 million will be taxed at 16.5%. DZR Tech had no taxable income for the periods presented; therefore, no provision for income taxes is required.

People’s Republic of China

Zhongyan and Beijing Xilin are incorporated in P.R. China. Under Enterprise Income Tax Law, the statutory income tax rate is 25%. Zhongyan and Beijing Xilin had no taxable income for the periods presented; therefore, no provision for income taxes is required.

SCHEDULE OF INCOME TAX EXPENSE BENEFIT

|  | Nine Months Ended June 30, 2025 |  |  | Nine Months Ended June 30, 2024 |
Current income tax expense |  |  | - |  |  |  | - |
Deferred income tax expense |  |  | - |  |  |  | - |
Total income tax expense |  |  | - |  |  |  | - |
Loss before income tax |  | $ | (2,990,046 | ) |  |  | (5,242,739 | )
Tax benefit at statutory U.S. federal rate (21%) |  |  | (627,910 | ) |  |  | (1,100,975 | )
Non-deductible expenses |  |  | (4,244 | ) |  |  | - |
Foreign rate differential |  |  | (72,170 | ) |  |  | 68,916 |
Change in valuation allowance |  |  | 704,324 |  |  |  | 1,032,059 |
Income tax expense |  | $ | - |  |  |  | - |

For the nine months ended June 30, 2025 and 2024, the Company incurred losses and generated net operating loss (“NOL”) carry forwards. However, due to uncertainty surrounding the Company’s ability to realize these deferred tax assets, a full valuation allowance was recorded, resulting in no income tax benefit being recognized in the periods presented.

Related parties

A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.

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Stock-based Compensation

We account for share-based awards issued to employees in accordance with Accounting Standards Codification (ASC) 718, “Compensation-Stock Compensation”. Accordingly, employee share-based payment compensation is measured at the grant date, based on the fair value of the award, and is recognized as an expense over the requisite service period, which is normally the vesting period. Share-based compensation to directors is treated in the same manner as share-based compensation to employees, regardless of whether the directors are also employees. In June 2018, the FASB issued ASU 2018-07 which simplifies several aspects of the accounting for non-employee transactions by stipulating that the existing accounting guidance for share-based payments to employees (accounted for under ASC Topic 718, “Compensation-Stock Compensation”) will also apply to non-employee share-based transactions (accounted for under ASC Topic 505, “Equity”). The Company implemented ASU 2018-07 on October 1, 2019 and the impact of the implementation was not material to the financial statements.

For nine months ended June 30, 2025, the Company issued 1,000,000 shares of its common stock under the 2024 Equity Incentive Plan.

Comprehensive income/loss

Comprehensive income/loss is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive income/loss are required to be reported in a financial statement that is presented with the same prominence as other financial statements. The Company’s current component of other comprehensive income/loss pertains to foreign currency translation adjustments.

Segment Information

As of and for the nine months ended June 30, 2025, management has changed its internal reporting structure and identified a new chief operating decision maker. As a result, the Company now operates in a single reportable segment for all periods presented, which is the commercialization and development of functional beverages.

The comparative segment information for the nine months ended June 30, 2024 has been recast to conform to the current period presentation.

SCHEDULE OF SEGMENT INFORMATION

|  | Nine Months Ended June 30, 2025 |  |  | Nine Months Ended June 30, 2024 |
Revenues, net |  | $ | 84,431 |  |  | $ | 1,641,955 |
Cost of sales |  |  | (63,819 | ) |  |  | (1,820,140 | )
Gross profit(loss) |  |  | 20,612 |  |  |  | (178,185 | )
Operating expenses |  |  | (3,387,725 | ) |  |  | (4,748,076 | )
Loss from operations |  |  | (3,367,113 | ) |  |  | (4,926,261 | )
Other income |  |  | 452,142 |  |  |  | 412,580 |
Loss from equity method investment |  |  | - |  |  |  | (3,789 | )
Other expense |  |  | (54,866 | ) |  |  | (145,140 | )
Interest expense, net |  |  | - |  |  |  | (1,277 | )
Loss on acquisition |  |  | (20,210 | ) |  |  | - |
Net loss from continuing operations |  |  | (2,990,047 | ) |  |  | (4,663,887 | )
Losses caused by the termination of business |  |  | - |  |  |  | (429,175 | )
Loss from disposition of discontinued operations |  |  | - |  |  |  | (149,677 | )
Net Loss |  | $ | (2,990,047 | ) |  | $ | (5,242,739 | )

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Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting-Improvements to Reportable Segment Disclosures. The amendments in this Update improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in this Update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. A public entity should apply the amendments in this Update retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. The Group adopted ASU 2023-07 in the consolidated financial statements for the year ended December 31, 2024. (see Note Segment Information)

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which applies to all entities subject to income taxes. ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. For public business entities, ASU 2023-09 will be effective for annual periods beginning after December 15, 2024. For entities other than public business entities, the requirements will be effective for annual periods beginning after December 15, 2025. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of these accounting standard updates on its consolidated financial statements.

All other newly issued accounting pronouncements but not yet effective have been deemed either immaterial or not applicable.

Discontinued Operations

ASC 205-20-45-10 In the period(s) that a discontinued operation is classified as held for sale and for all prior periods presented, the assets and liabilities of the discontinued operation shall be presented separately in the asset and liability sections, respectively, of the statement of financial position.

ASC 205-20-45-3 The statement in which net income of a business entity is reported or the statement of activities of a not-for-profit entity (NFP) for current and prior periods shall report the results of operations of the discontinued operation, including any gain or loss recognized in accordance with paragraph 205-20-45-3C, in the period in which a discontinued operation either has been disposed of or is classified as held for sale.

The Company has terminated the sold business in accordance with ASC 205-20-45-10 and ASC 205-20-45-3. Additional information on discontinued operations can be found in Note 6-discontinued operations.

Identified Intangibles and Goodwill

The Company identified tradename and customer relationships intangible assets. The tradename and customer relationships intangible assets will be amortized on a straight-line basis over their respective estimated useful lives. The goodwill recognized results from such factors as an assembled workforce and management’s industry know-how.

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3. LOANS

On February 15, 2024, Social E-commerce Co., Ltd. provided a short-term, interest-free loan to the Company. The loan, approved by the lender and serviced by Bill.com Capital 3, LLC through their online platform, was intended to support the Company’s operations. As of June 30, 2025, the outstanding balance of this loan was $103,889.

On April 18, 2024, SOONCHA KIM lent the Company $320,000 with an annual interest rate of 7%. The outstanding balance on the loan at June 30, 2025 amounted to $320,926.

For nine months ended June 30, 2025, ZHANG XIANG lent the Company $8,696 with an annual interest rate of 0%. The outstanding balance on the loan at June 30, 2025 amounted to $8,697.

4. GEOGRAPHIC CONCENTRATIONS

The Company is organized based on fundamentally one business segment although it does sell its products on a world-wide basis. The Company is organized in two geographical segments. The company jointly produces and sells its products in North America and China. Information about the Company’s geographic operations for the nine months ended June 30, 2025, and 2024 are as follows:

SCHEDULE OF GEOGRAPHICAL OPERATIONS

Geographic Concentration

|  | Nine Months Ended June 30, 2025 |  |  | Nine Months Ended June 30, 2024 |
Net Revenue: |  |  |  |  |  |  |  |
North America |  | $ | - |  |  | $ | 1,641,955 |
P.R.C |  |  | 84,431 |  |  |  | - |
Revenues, net |  | $ | 84,431 |  |  | $ | 1,641,955 |

Property and equipment, net: |  | June 30, 2025 |  |  | September 30, 2024 |
P.R.C |  |  | 2,318 |  |  |  | 2,268 |
Property and equipment, net |  | $ | 2,318 |  |  | $ | 2,268 |

5. RELATED PARTY TRANSACTIONS

As of June 30, 2025, the directors of Wewin Technology LLC paid an administrative fee of $38,500 on behalf of CIMG INC. The company expects to clear and repay this related-party transaction before September 30, 2025.

6. DISCONTINUED OPERATIONS

On June 7, 2024, the Company’s board of directors passed a resolution to sale (1) NuZee KOREA Ltd a company incorporated in Korea and a wholly-owned subsidiary of the Company; and (2) NuZee Investment Co., Ltd, a company incorporated in Japan and a wholly-owned subsidiary of the Company. The discontinuation of the business is primarily due to strategic considerations by the management regarding the company’s overall development, as well as the need to ensure administrative consistency.

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The losses from discontinued operations for nine months ended June 30, 2025 and 2024 are as follows:

SCHEDULE OF LOSSES FROM ASSET DISPOSAL OF DISCONTINUED OPERATIONS

|  | Nine Months Ended |  |  | Nine Months Ended |
|  | June 30, 2025 |  |  | June 30, 2024 |
Revenue: |  |  |  |  |  |  |  |
Service revenue |  | $ | - |  |  | $ | 842,121 |
Cost of revenue |  |  | - |  |  |  | (773,534 | )
Gross (loss)/profit |  |  | - |  |  |  | 68,587 |
Operating expenses |  |  | - |  |  |  | (476,532 | )
Operations Loss |  |  | - |  |  |  | (407,945 | )
Other expense |  |  | - |  |  |  | (21,230 | )
Loss from discontinued operations |  |  | - |  |  |  | (429,175 | )
Losses from asset disposal of discontinued operations |  | $ | - |  |  | $ | (149,677 | )

The losses from discontinued operations for three months ended June 30, 2025 and 2024 are as follows:

|  | Three Months Ended |  |  | Three Months Ended |
|  | June 30, 2025 |  |  | June 30, 2024 |
Revenue: |  |  |  |  |  |  |  |
Service revenue |  | $ | - |  |  | $ | 157,440 |
Cost of revenue |  |  | - |  |  |  | (149,875 | )
Gross (loss)/profit |  |  | - |  |  |  | 7,565 |
Operating expenses |  |  | - |  |  |  | (106,480 | )
Operations Loss |  |  | - |  |  |  | (98,915 | )
Interest income (expense), net |  |  | - |  |  |  | 829 |
Loss from discontinued operations |  |  | - |  |  |  | (98,086 | )
Losses from asset disposal of discontinued operations |  | $ | - |  |  | $ | (149,677 | )

7. INTANGIBLE ASSETS

Identifiable life intangible assets

As of June 30, 2025, the Company’s intangible assets consisted of unamortized tradename asset of $57,500 which is being amortized over five years from the date of acquisition at a rate of $30,000 per year.

Amortization expense was $22,500 and $22,500 for nine months ended June 30, 2025 and 2024.

Amortization expense for the next four fiscal years is as follows:

SCHEDULE OF AMORTIZATION EXPENSE

|  | Tradename Amortization |
2025 |  |  | 7,500 |
2026 |  |  | 30,000 |
2027 |  |  | 20,000 |
Grand Total |  |  | 57,500 |

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8. ISSUANCE OF EQUITY SECURITIES

On April 22,2025, the Company issued 200,000 shares of its common stock for a total value of $118,200 under the 2024 Equity Incentive Plan.

On June 2, 2025, CIMG Inc., entered into a share purchase agreement (the “Share Purchase Agreement”) with certain non-U.S. investors (the “Investors”), providing for the private placement of 6,000,000 shares of common stock, par value $0.00001 per share (the “Common Stock”, or the “Shares”) of the Company in the aggregate principal amount of $1,068,480, at a purchase price of $0.17808 per share, in reliance on the registration exemptions of Regulation S of the Securities Act of 1933.

The following table summarizes the restricted common shares activities for the nine months ended June 30, 2025 and 2024:

SCHEDULE OF RESTRICTED STOCK SHARES ACTIVITIES

|  | 2025 |  |  | 2024 |
Number of shares outstanding at September 30, 2024 and 2023 |  |  | 320,743 |  |  |  | 50,056 |
Restricted shares granted |  |  | 30,563,200 |  |  |  | - |
Restricted shares forfeited |  |  | - |  |  |  | (13,561 | )
Restricted shares vested |  |  | (16,358,545 | ) |  |  | (17,592 | )
Number of shares outstanding at June 30, 2025 and 2024 |  |  | 14,525,398 |  |  |  | 18,903 |

9. STOCK OPTIONS AND WARRANTS

Options

During the nine months ended June 30, 2025, the Company granted no new stock options.

During the nine months ended June 30, 2025, 20,430 stock options were forfeited or expired because of termination of employment, expiration of options and performance conditions not met.

The following table summarizes stock option activity for the nine months ended June 30, 2025.

SCHEDULE OF STOCK OPTION ACTIVITY

|  | Number of Shares |  |  | Weighted Average Exercise Price |  |  | Weighted Average Remaining Contractual Life (years) |  |  | Aggregate Intrinsic Value |
Outstanding on September 30, 2024 |  |  | 20,430 |  |  | $ | 177.44 |  |  |  | 0.02 |  |  | $ | - |
Granted |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Exercised |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Expired |  |  | (20,430 | ) |  |  | 177.44 |  |  |  | 0.02 |  |  |  | - |
Forfeited |  |  | - |  |  |  | - |  |  |  | - |  |  |  | - |
Outstanding on June 30, 2025 |  |  | - |  |  |  | - |  |  |  | - |  |  | $ | - |
Exercisable on June 30, 2025 |  |  | - |  |  | $ | - |  |  |  | - |  |  | $ | - |

The Company is expensing these stock option awards on a straight-line basis over the requisite service period. The Company recognized stock option expense of $0 and $10,823 for nine months ended June 30 2025, and 2024, respectively. Unamortized option expense as of June 30, 2025, for all outstanding options amounted to $0. These costs are expected to be recognized over a weighted-average period of 0 year.

Warrants

On October 18, 2024, the holders of warrants issued by the Company exercised its cashless option to purchase an aggregate of 55,973 shares of the Company’s common stock pursuant to warrants issued by the Company. Such warrants were previously issued pursuant to the convertible note and warrant purchase agreement dated April 27, 2024, as disclosed in the current report of the Company on Form 8-K filed with the SEC on May 2, 2024. In connection with such cashless exercise, the Company will not receive any cash proceeds. The shares of common stock issuable upon exercise of such warrants were registered under the Form S-1 effective on July 1, 2024.

On January 16, 2025, the Company issued the 13,679,486 warrants to purchase common stock at an exercise price of $0.39 a share. These warrants are expired on January 16, 2027.

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On January 17, 2025, the Company issued the 11,961,537 warrants to purchase common stock at an exercise price of $0.39 a share. These warrants are expired on January 17, 2027.

The following table summarizes warrant activity for nine months ended June 30, 2025:

SCHEDULE OF WARRANT ACTIVITY

|  | Number of Shares Issuable Upon Exercise of Warrants |  |  | Weighted Average Exercise Price |  |  | Weighted Average Remaining Contractual Life (years) |  |  | Aggregate Intrinsic Value |
Outstanding on September 30, 2024 |  |  | 214,850 |  |  | $ | 112.67 |  |  |  | 2.42 |  |  | $ | - |
Issued |  |  | 25,641,023 |  |  |  | 0.39 |  |  |  | - |  |  |  | - |
Exercised |  |  | 55,973 |  |  |  | 1.32 |  |  |  | - |  |  |  | - |
Expired |  |  | 1,150 |  |  |  | - |  |  |  | - |  |  |  | - |
Outstanding on June 30, 2025 |  |  | 25,798,750 |  |  | $ | 1.31 |  |  |  | 1.55 |  |  |  | - |
Exercisable on June 30, 2025 |  |  | 25,798,750 |  |  | $ | 1.31 |  |  |  | 1.55 |  |  | $ | - |

10. CONTINGENCIES

Curtin Litigation

As previously disclosed, on January 6, 2023, a former employee of the Company, Rosalina Curtin filed a complaint against the Company and another former employee of the Company, Jose Ramirez, in the Superior Court of California, County of San Diego (Case No. 37-2023-00000841-CU-WT-NC) (the “Complaint”). The Complaint alleged that Ms. Curtin was subject to harassment by Mr. Ramirez, gender discrimination throughout her employment, that she reported this discrimination and harassment to the Company, and that the Company retaliated against her and wrongfully terminated her for whistleblowing and failed to prevent discrimination, harassment, and retaliation. Ms. Curtin sought compensatory damages, including loss of past, present and future earnings, and benefits, as well as punitive damages, penalties, attorney’s fees and costs and interest. Pursuant to the terms of Ms. Curtin’s Employment Agreement with the Company, on December 22, 2023, the Court compelled the case to arbitration with the American Arbitration Association (Case Number 01-24-0002-3225).

On November 8, 2024, without a finding or admission of wrongdoing, the Company entered into a settlement agreement with Ms. Curtin. In exchange for mutual general releases and a dismissal of the lawsuit with prejudice, the Company paid Ms. Curtin $125,000. On January 22, 2025, the case was dismissed in its entirety.

Kim Litigation

On October 3, 2024, Mr. Sooncha Kim filed a complaint against the Company in the Southern District of New York, (Case No. 1:24-cv-7485) (the “Complaint”). The Complaint alleges that the Company breached a Convertible Note and Warrant Purchase Agreement, dated June 6, 2024, between the Company and Mr. Kim, by, among other things, failing to deliver the registration rights agreement, excluding Mr. Kim from the S1 registration statement, delaying conversion of Mr. Kim’s notes, undertaking steps to dilute Mr. Kim’s shares, failing to honor Mr. Kim’s 50% participation right in any subsequent financing and failing to appoint a designated director, as set forth in the parties’ agreement. Mr. Kim seeks specific performance of the Convertible Note and Warrant Purchase Agreement, and monetary damages in the amount of $1,041,216, plus applicable interest. The Company filed its answer to the Complaint on December 3, 2024. On January 7, 2025, Mr. Kim filed a motion seeking a preliminary injunction against the Company (the “Motion”). The Company opposed the Motion on January 22, 2025, and on February 13, 2025, the Court denied Mr. Kim’s Motion. Discovery in the case is ongoing, and no trial date has been set.

The Company believes it has a basis to defend the claims in the Kim Litigation, however, the Company is not able to predict the outcome, and there is no assurance that the Company will be successful in its defense.

Ex-Directors Lawsuit

On March 10, 2025, former directors of the Company, Kevin J. Connor, Chris J. Jones, Nobuki Kurita, and David Robson (collectively, the “Ex-Directors”), filed a complaint against the Company in the Superior Court of California, County of San Diego (Case No. 25CU012922N) (the “Complaint”). The Complaint alleges the Company failed to pay directors’ fees and expenses from the last quarter the fiscal year ended September 30, 2023 through the first two quarters of the fiscal year ended September 30, 2024, and is claiming breach of contract, quantum meruit, unjust enrichment, promissory estoppel, breach of the implied covenant of good faith and fair dealing, and unfair business practices. On August 22, 2025, a judgment by default was entered against the company in the amount of $58,920.34. Counsel for Plaintiffs/Judgment Creditors, Kevin J. Conner, J. Chris Jones, Nobuki Kurita, and David Robson (collectively, “Plaintiffs”) subsequently filed a motion with the court to amend the total amount of the judgment. The basis for the sought increase was that the judgment erroneously only reflected an award of damages to one Plaintiff, Kevin Conner, rather than to all four Plaintiffs. Counsel indicated that each of the four Plaintiffs were due, respectively, judgments in the amount of $54,000 (Kevin Connor), $52,125 (Chirs Jones), $46,500 (Nobuki Kurita), and $50,250 (David Robson). Counsel represented that the total amount of the judgments, after calculation of daily interest, should be $222,062.28. On October 17, 2025, the Court held a hearing on Plaintiffs’ motion for correction of judgment nunc pro tunc pursuant to Code Civ. Proc. § 473(d) (ROA # 25). The court substantively granted the Motion, but with qualifying instructions. The Court found that Plaintiffs met their burden to establish the sums due to each one of them, but held that the proposed amended judgment was not in proper form. The Court directed Plaintiffs’ counsel to resubmit the form of judgment as specifying the sums due and owing to each individual Plaintiff, and to do so via a single long form judgment (on pleading paper) that specifies the amounts due and owing to each Plaintiff. It is expected that Plaintiffs’ counsel will submit the required amended form at any moment, and that judgment on the amended amount is imminent.

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11. SUBSEQUENT EVENTS

Amendment to Articles of Organization

At the Company’s annual meeting of stockholders held on October 28, 2025, the Company’s stockholders approved an amendment to the Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”) to increase the number of authorized shares of common stock to 600,000,000 shares, par value $0.00001 per share. The certificate of Amendment was filed with the Nevada Secretary of State on October 28, 2025, and became effective 11:00 am eastern standard time on October 28, 2025.

Private Placement

SCHEDULE OF PRIVATE PLACEMENT

Date |  | Transaction Description |  | Amount/Shares |  | Status
August 21, 2025 |  | Purchase Agreement (Form 8-K filed on August 26, 2025) |  | $4,000,000 for 16,666,666 shares of common stocks, at a conversion price of $0.24 per shares |  | On August 21, 2025, CIMG Inc., a Nevada corporation (the “Company”), entered into a convertible note purchase agreement (the “Purchase Agreement”) with certain non U.S. investors (the “Investors”), providing for the private placement of convertible promissory notes in the aggregate principal amount of $4,000,000 (the “Notes”). The Notes bear interest at an annual rate of 7% and have a maturity date of August 31, 2026. The Notes are convertible into shares of common stock of the Company, at a conversion price of $0.24 per shares, subject to adjustment in accordance with the Notes.
August 25, 2025 |  | Purchase Agreement (Form 8-K filed on August 27, 2025) |  | An aggregate consideration of $55,000,000 worth of bitcoin for 220,000,000 shares, at a purchase price of $0.25 per share. |  | On August 25, 2025, CIMG Inc., a Nevada corporation (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with certain non U.S. investors (the “Investors”), providing for the private placement of 220,000,000 shares of Common Stock (the “Shares”) in reliance on the registration exemptions of Regulation S for an aggregate consideration of $55,000,000 worth of bitcoin, at a purchase price of $0.25 per share. The closing of the sale of the 220,000,000 Shares occurred on September 2, 2025.

New Subsidiary

On August 1, 2025, Zhongyan, CIMG Inc.’s (the “Company”) wholly-owned subsidiary, entered into a Business Cooperation Intent Agreement (the “Agreement”) with Shenzhen Zhimeng Qiyang Technology Co., Ltd. (“Zhimeng”). Pursuant to the Agreement, certain shareholders of Zhimeng intended to transfer an aggregate of 51% of their equity interest in Zhimeng to Zhongyan (the “Transfer”) at a total company valuation of RMB13,000,000. The Transfer occurred on September 29, 2025, and Zhongyan holds 51% of the shares of Shenzhen.

On September 3, 2025, Zhongyan established a wholly-owned subsidiary, Beijing Zhongyan Shangyue Holdings Co., LTD(“Beijing Shangyue”).

On September 16, 2025, Henan Zhongyan Shangyue Technology Co. Ltd. established a wholly-owned subsidiary, Henan Nuanyou Agricultural Science and Technology Co., LTD.

On September 23, 2025, DZR Tech Limited acquired Braincon Limited and its subsidiaries. DZR Tech Limited holds 100% of the shares of Braincon Limited.

Legal Proceedings

Kim Litigation

On October 3, 2024, Mr. Sooncha Kim filed a complaint against the Company in the Southern District of New York, (Case No. 1:24-cv-7485) (the “Complaint”). The Complaint alleges that the Company breached a Convertible Note and Warrant Purchase Agreement, dated June 6, 2024, between the Company and Mr. Kim, by, among other things, failing to deliver the registration rights agreement, excluding Mr. Kim from the S1 registration statement, delaying conversion of Mr. Kim’s notes, undertaking steps to dilute Mr. Kim’s shares, failing to honor Mr. Kim’s 50% participation right in any subsequent financing and failing to appoint a designated director, as set forth in the parties’ agreement. Mr. Kim seeks specific performance of the Convertible Note and Warrant Purchase Agreement, and monetary damages in the amount of $1,041,216, plus applicable interest. The Company filed its answer to the Complaint on December 3, 2024. On January 7, 2025, Mr. Kim filed a motion seeking a preliminary injunction against the Company (the “Motion”). The Company opposed the Motion on January 22, 2025, and on February 13, 2025, the Court denied Mr. Kim’s Motion. Discovery in the case is ongoing, and no trial date has been set.

The Company believes it has a basis to defend the claims in the Kim Litigation.

Ex-Directors Lawsuit

On March 10, 2025, former directors of the Company, Kevin J. Connor, Chris J. Jones, Nobuki Kurita, and David Robson (collectively, the “Ex-Directors”), filed a complaint against the Company in the Superior Court of California, County of San Diego (Case No. 25CU012922N) (the “Complaint”). The Complaint alleges the Company failed to pay directors’ fees and expenses from the last quarter of the fiscal year ended September 30, 2023 through the first two quarters of the fiscal year ended September 30, 2024, and is claiming breach of contract, quantum meruit, unjust enrichment, promissory estoppel, breach of the implied covenant of good faith and fair dealing, and unfair business practices. On August 22, 2025, a judgment by default was entered against the company in the amount of $58,920.34. Counsel for Plaintiffs/Judgment Creditors, Kevin J. Conner, J. Chris Jones, Nobuki Kurita, and David Robson (collectively, “Plaintiffs”) subsequently filed a motion with the court to amend the total amount of the judgment. The basis for the sought increase was that the judgment erroneously only reflected an award of damages to one Plaintiff, Kevin Conner, rather than to all four Plaintiffs. Counsel indicated that each of the four Plaintiffs were due, respectively, judgments in the amount of $54,000 (Kevin Connor), $52,125 (Chirs Jones), $46,500 (Nobuki Kurita), and $50,250 (David Robson). Counsel represented that the total amount of the judgments, after calculation of daily interest, should be $222,062.28. On October 17, 2025, the Court held a hearing on Plaintiffs’ motion for correction of judgment nunc pro tunc pursuant to Code Civ. Proc. § 473(d) (ROA # 25). The court substantively granted the Motion, but with qualifying instructions. The Court found that Plaintiffs met their burden to establish the sums due to each one of them, but held that the proposed amended judgment was not in proper form. The Court directed Plaintiffs’ counsel to resubmit the form of judgment as specifying the sums due and owing to each individual Plaintiff, and to do so via a single long form judgment (on pleading paper) that specifies the amounts due and owing to each Plaintiff. It is expected that Plaintiffs’ counsel will submit the required amended form at any moment, and that judgment on the amended amount is imminent.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following is management’s discussion and analysis of certain significant factors that have affected our financial position and operating results during the periods included in the accompanying consolidated financial statements, as well as information relating to the plans of our current management. This report includes forward-looking statements. Generally, the words “believes,” “anticipates,” “may,” “will,” “should,” “expect,” “intend,” “estimate,” “continue,” and similar expressions or the negative thereof or comparable terminology are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, including the matters set forth in this report or other reports or documents we file with the Securities and Exchange Commission from time to time, which could cause actual results or outcomes to differ materially from those projected. Undue reliance should not be placed on these forward -looking statements which speak only as of the date hereof. We undertake no obligation to update these forward-looking statements.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments, and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments, and assumptions are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates.

The following discussion should be read in conjunction with our unaudited financial statements and the related notes that appear elsewhere in this Quarterly Report on Form 10-Q.

Overview

CIMG Inc. is a company incorporated in Nevada and listed on Nasdaq since June 2020. We were formerly known as “Nuzee, Inc.” with a previous ticker symbol “NUZE”, and we changed our corporate name and ticker symbol to “CIMG Inc.” and “IMG” in October 2024. We previously focused on specialty coffee and related technologies but are now expanding our sales and distribution channels in Asia to encompass a broader range of consumer food and beverage products. This expansion is fueled by our online sales platform, which leverages a natural language search function.

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The diagram below is our corporate structure as of the date of this report.

Our sources of revenue

Co-Packing and Product Innovation

With years of experience as a third-party contract packer for leading companies in the coffee beverage industry, combined with our own coffee sales and market insights from the Asian region, we have expanded our business strategy to deepen our industry engagement. This evolution includes a shift toward reshaping product value by integrating health-oriented concepts and applying advanced technologies such as artificial intelligence, neuroscience, and big data. These efforts have culminated in the establishment of a global digital health and sales development business group.

While we remain committed to delivering our high-quality Nuzee single-serving coffee and DRIPKIT products, our entry into the Asian market has prompted a broader commitment to health, sustainability, and nutrition.

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The Maca Series

In the fourth quarter of the year ended September 30, 2024, we introduced our first health-focused product line in Asia: the Maca Series. This product line includes Maca Peptide Coffee, Maca-Noni, Maca Purified Powder, and Maca Wine. Each product features green purification factors derived from the maca plant, ensuring a natural and clean composition.

Maca, a plant native to South America and a member of the Brassicaceae family, is known for its nutritional value and adaptogenic properties. Often referred to as “South American ginseng,” maca is prized for its ability to support stamina, vitality, and overall wellness. It is primarily cultivated in the Andes Mountains in south America, and Jade Dragon Snow Mountain in Yunnan Province, China.

| ● | Maca-Noni – a plant-based energy drink designed to support sexual vitality, with maca root as its key ingredient.
| ● | Maca Peptide Coffee – a functional coffee beverage infused with maca peptides for enhanced wellness benefits.
| ● | Maca Purified Powder – a concentrated, versatile maca powder ideal for daily nutritional use.
| ● | Maca Wine – a unique beverage that combines traditional wine with the nourishing properties of maca.

We currently distribute our products through wholesale channels, supplying grocery stores, convenience stores, and vending machine operators. Looking ahead, we plan to expand into retail services and leverage digital technologies to optimize marketing strategies and diversify our sales models. Our distribution network already spans both online platforms and offline points of sale.

Our commitment extends beyond product quality and health benefits—we also focus on enhancing the packaging experience. Each design is crafted to resonate with professionals across various industries, making our products more personalized, youthful, and distinctive. For example, Maca-Noni represents a new entry into the functional beverage market, blending health-forward branding with innovative design.

Our customer base includes wholesale distributors such as grocery stores, convenience stores, and vending machine providers.

Nasdaq Listing Deficiency

On October 8, 2025, the Company received a delinquency notification letter from the Listing Qualifications Staff of the Nasdaq Stock Market LLC (the “Nasdaq”) due to the Company’s non-compliance with Nasdaq Listing Rule 5620(a) and 5810(c)(2)(G) (the “Listing Rule”) as a result of the Company’s failure to hold an annual meeting of shareholders within twelve months of the end of the Company’s fiscal year end. The Company held its Annual Meeting of Stockholders on October 28, 2025.

Results of Operations

During the current fiscal year, we began selling and shipping the maca series products. We do not expect the revenue for the nine months ending June 30, 2025 to predict future quarters, as the maca product line was still in the process of new channel expansion in the June quarter, and sales revenue declined in the June quarter.

Our results of operations for the nine months ended June 30, 2025 are influenced by the aforementioned transactions.

Comparison of three months ended June 30, 2025 and 2024

Revenue

|  | Three months ended June 30, |  |  | Change |
|  | 2025 |  |  | 2024 |  |  | Dollars |  |  | % |
Revenue |  | $ | 61,578 |  |  | $ | 366,888 |  |  | $ | (305,310 | ) |  |  | (83.22 | )%

For the three months ended June 30, 2025, revenue decreased by $305,310, or approximately 83.22%, compared to the same period in 2024. The decline was primarily attributable to a significant reduction in sales of the Company’s original single-bag coffee products, which did not generate any revenue during the period. Revenue for the current quarter was mainly derived from sales of the maca series products, which have become the Company’s principal product line. To strengthen sales performance, management has actively expanded distribution channels and increased product launch activities to establish a stronger foundation for revenue growth in subsequent quarters.

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Cost of sales and gross margin

|  | Three months ended June 30, |  |  | Change |
|  | 2025 |  |  | 2024 |  |  | Dollars |  |  | % |
Cost of sales |  | $ | 56,445 |  |  | $ | 513,101 |  |  | $ | (456,656 | ) |  |  | (89.00 | )%
Gross profit (loss) |  |  | 5,133 |  |  | $ | (146,213 | ) |  | $ | 151,346 |  |  |  | (103.51 | )%
Gross profit (loss) % |  |  | 8.34 | % |  |  | (39.85 | )% |  |  | - |  |  |  | - |

For the three months ended June 30, 2025, we recorded a gross profit of $5,133, compared to a gross loss of $146,213 for the same period in 2024. Our gross profit margin was 8.34% for the three months ended June 30, 2025, compared to (39.85)% for the prior-year period. The improvement in gross performance was primarily attributable to cost reductions resulting from the introduction of new products and the expansion of new sales channels.

Operating Expenses

|  | Three months ended June 30, |  |  | Change |
|  | 2025 |  |  | 2024 |  |  | Dollars |  |  | % |
Operating Expenses |  | $ | 1,117,290 |  |  | $ | 1,335,371 |  |  | $ | (218,081 | ) |  |  | (16.33 | )%

For the three months ended June 30, 2025, the Company’s operating expenses were $1,117,290, representing a decrease of approximately 16.33% compared to $1,335,371 for the same period in 2024. The reduction was primarily driven by lower warehousing costs, decreased labor remuneration, and reduced professional service fees during the current period.

Net Loss

|  | Three months ended June 30, |  |  | Change |
|  | 2025 |  |  | 2024 |  |  | Dollars |  |  | % |
Net Loss |  | $ | 1,068,242 |  |  | $ | 1,192,434 |  |  | $ | (124,192 | ) |  |  | (10.41 | )%

For the three months ended June 30, 2025, we incurred a net loss of $1,068,242, compared to a net loss of $1,192,434 for the same period in 2024. The decrease in net loss was primarily attributable to reductions in product costs, storage expenses, employee compensation, and professional service fees during the current period.

Comparison of nine months ended June 30, 2025 and 2024

Revenue

|  | Nine months ended June 30, |  |  | Change |
|  | 2025 |  |  | 2024 |  |  | Dollars |  |  | % |
Revenue |  | $ | 84,431 |  |  | $ | 1,641,955 |  |  | $ | (1,557,524 | ) |  |  | (94.86) | %

For the nine months ended June 30, 2025, our revenue decreased by $1,557,524, or approximately 94.86%, compared to the same period in 2024. The decline was primarily attributable to the Company’s strategic shift toward expanding new sales channels and intensifying new product launches during 2025, which are expected to support revenue growth in the fourth quarter.

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Cost of sales and gross margin

|  | Nine months ended June 30, |  |  | Change |
|  | 2025 |  |  | 2024 |  |  | Dollars |  |  | % |
Cost of sales |  | $ | 63,819 |  |  | $ | 1,820,140 |  |  | $ | (1,756,321) |  |  |  | (96.49) | %
Gross profit (loss) |  | $ | 20,612 |  |  | $ | (178,185 | ) |  | $ | 198,797 |  |  |  | (111.57 | )%
Gross profit (loss) % |  |  | 24.41 | % |  |  | (10.85 | )% |  |  | - |  |  |  | - |

For the nine months ended June 30, 2025, we recorded a gross profit of $20,612, compared to a gross loss of $178,185 for the same period in 2024. Our gross profit margin was 24.41% for the nine months ended June 30, 2025, compared to a gross loss margin of 10.85% for the prior-year period. The improvement in gross performance was primarily driven by cost reductions resulting from the introduction of new products and the expansion of new sales channels.

Operating Expenses

|  | Nine months ended June 30, |  |  | Change |
|  | 2025 |  |  | 2024 |  |  | Dollars |  |  | % |
Operating Expenses |  | $ | 3,387,725 |  |  | $ | 4,748,076 |  |  | $ | (1,360,351) |  |  |  | (28.65 | )%

For the nine months ended June 30, 2025, the Company’s operating expenses were $3,387,725, representing a decrease of approximately 28.65% compared to $4,748,076 for the same period in 2024. The reduction was primarily attributable to lower warehousing costs, decreased labor remuneration, and reduced professional service fees during the current period.

Net Loss

|  | Nine months ended June 30, |  |  | Change |
|  | 2025 |  |  | 2024 |  |  | Dollars |  |  | % |
Net Loss |  | $ | 2,990,047 |  |  | $ | 4,663,887 |  |  | $ | (1,673,840 | ) |  |  | 35.89 | %

For the nine months ended June 30, 2025, we incurred a net loss of $2,990,047, compared to a net loss of $4,663,887 for the same period in 2024. The reduction in net loss was primarily attributable to lower product costs, decreased storage expenses, reduced labor compensation, and lower professional service fees during the current period.

Liquidity and Capital Resources

Since our inception in 2011, we have incurred significant losses, and as of June 30, 2025, we had an accumulated deficit of approximately $85.3 million. We have not yet achieved profitability and anticipate that we will continue to incur significant sales and marketing expenses prior to recording sufficient revenue from our operations to offset these expenses. In the United States, we expect to incur additional losses because of the costs associated with operating as an exchange-listed public company. We are unable to predict the extent of any future losses or when we will become profitable, if at all.

To date, we have funded our operations primarily with proceeds from registered public offerings and private placements of shares of our common stock. Our principal use of cash is to fund our operations, which includes the commercialization of our single serve coffee products, the continuation of efforts to improve our products, administrative support of our operations and other working capital requirements.

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As of June 30, 2025, we had a cash balance of $35,958. Considering our current cash resources and our current and expected levels of operating expenses for the next twelve months, we expect to need additional capital to fund our planned operations for at least twelve months from June 30, 2025. This evaluation is based on relevant conditions and events that are currently known or reasonably knowable. A reduction in consumer demand for, or revenues from the sale of, our coffee products could further constrain our cash resources. We have based these estimates on assumptions that may prove to be wrong, and our operating projections, including our projected revenues from sales of our coffee products, may change as a result of many factors currently unknown to us.

During the three months ended June 30, 2025, we issued no shares of common stock related to exercises of warrants and received no proceeds from the exercise of warrants.

In the future, we may receive additional funds upon the exercise for cash of outstanding warrants, if and when exercised for cash at the election of the warrant holders, including the Series A warrants (the “Series A Warrants”) and Series B warrants (the “Series B Warrants” and, collectively with the Series A Warrants, the “2021 Warrants”) that were sold by us in March 2021 in an underwritten registered public offering and the 2022 Warrants. The 2021 Warrant holders are obligated to pay the exercise price in cash upon exercise of the 2021 Warrants unless we fail to maintain a current prospectus relating to the common stock issuable upon the exercise of the 2021 Warrants (in which case, the 2021 Warrants may only be exercised via a “cashless” exercise provision). For additional information regarding the 2021 Warrants, see “Note 5—Stock Options and Warrants” to the Consolidated Financial Statements.

We intend to seek to raise additional capital, including through public or private equity offerings, to support our operating activities for the next twelve months and beyond, and such funding may not be available to us on acceptable terms, or at all. The timing and amount of funds that we will need to raise will depend on a number of factors, including our ability to generate a sufficient amount of revenues from the sale of our maca series products to fund our business operations and the timing and amount of funds received upon the exercise for cash of outstanding warrants by the warrant holders. Until we can generate a sufficient amount of revenue, we may seek to raise additional funds through equity, equity-linked or debt financings. If we raise additional funds through the incurrence of indebtedness, such indebtedness would have rights that are senior to holders of our equity securities and could contain covenants that restrict our operations. Any additional equity financing may be dilutive to our stockholders.

While we believe our plans to raise additional funds will alleviate the conditions that raise substantial doubt about our ability to continue as a going concern, these plans are not entirely within our control and cannot be assessed as being probable of occurring at this time. If we are unable to raise additional funds when needed, our operations and ability to execute our business strategy could be adversely affected.

If we are unsuccessful in our efforts to raise additional capital, based on our current and expected levels of operating expenses, our current capital is not expected to be sufficient to fund our operations for the next twelve months. These conditions raise substantial doubt about our ability to continue as a going concern.

Notice

On October 8, 2025, the Company received a delinquency notification letter from the Listing Qualifications Staff of the Nasdaq due to the Company’s non-compliance with Nasdaq Listing Rule 5620(a) and 5810(c)(2)(G) as a result of the Company’s failure to hold an annual meeting of shareholders within twelve months of the end of the Company’s fiscal year end. The Company is held its Annual Meeting of Stockholders on October 28, 2025.

Contractual Obligations

Our significant contractual cash requirements as of June 30, 2024, include payments for operating and finance lease liabilities. Additionally, we may incur purchase obligations in the ordinary course of business that are enforceable and legally binding and enter into enforceable agreements to purchase goods or services that specify all significant terms, including fixed or minimum quantities to be purchased and fixed or estimated prices to be paid at the time of settlement. As of June 30, 2025, we had payments for lease obligations of approximately $97,486. We had no purchase obligations as of June 30, 2025.

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Summary of Cash Flows

|  | Nine Months Ended June 30, |
|  | 2025 |  |  | 2024 |
Cash used in operating activities |  | $ | (11,233,693 | ) |  | $ | (4,270,542 | )
Cash used in investing activities |  | $ | 19,692 |  |  | $ | (310,342 | )
Cash provided by financing activities |  | $ | 10,964,632 |  |  | $ | 3,626,638 |
Cash provided by operating activities-discontinued operations |  | $ | - |  |  |  | 311,578 |
Effect of foreign exchange on cash |  | $ | (178,895) |  |  | $ | 34,257 |
Net change in cash |  | $ | (428,264 | ) |  | $ | (608,411 | )

Operating Activities

Net cash used in operating activities from continuing operations was $11,233,693 for the nine months ended June 30, 2025, compared to $4,270,542 for the same period in 2024. The cash outflows were primarily related to purchases of raw materials and inventory, office rent, legal fees, and other professional expenses. Operating activities from discontinued operations provided no cash inflow for the nine months ended June 30, 2025, compared to $311,578 of cash provided during the corresponding period in 2024.

Investing Activities

Net cash provided by investing activities was $19,692 for the nine months ended June 30, 2025, compared to net cash used of $310,342 for the same period in 2024. Cash provided during the current period was primarily related to the acquisition of subsidiaries and the disposal of equipment, while cash used in the prior-year period was mainly attributable to purchases of equipment.

Financing Activities

Historically, we have funded our operations through the issuance of our equity securities.

Net cash provided by financing activities was $10,964,632 for the nine months ended June 30, 2025, primarily attributable to proceeds from a private placement. For the nine months ended June 30, 2024, net cash provided by financing activities totaled $3,626,638, mainly related to loan and lease repayments.

Off-Balance Sheet Arrangements

As of June 30, 2025, we had no off-balance sheet arrangements that may have a current or future material effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements that have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. US GAAP provides the framework from which to make these estimates, assumption and disclosures. We choose accounting policies within US GAAP that management believes are appropriate to accurately and fairly report our operating results and financial position in a consistent manner. Management regularly assesses these policies in light of current and forecasted economic conditions.

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There were no significant and material changes in our critical accounting policies and use of estimates during the nine months ended June 30, 2025, as compared to those disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024, filed with the SEC on July 30, 2025.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

Item 4. Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by our Company is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is collected and communicated to management, including our Chief Executive Officers and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our Chief Executive Officers and Chief Financial Officer are responsible for establishing and maintaining disclosure controls and procedures for our Company. In designing and evaluating our disclosure controls and procedures, management recognizes that no matter how well conceived and operated, disclosure controls and procedures can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

Our management, including our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control system was designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of published financial statements. Our management assessed the effectiveness of the Company’s internal control over financial reporting as of the end of the period covered by this Report based on the criteria for effective internal control described in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organization of the Treadway Commission (COSO). Based on this assessment, our management has concluded that the Company’s internal control over financial reporting was not effective as of June 30, 2025.

As we are a non-accelerated filer, our independent registered public accounting firm is not required to issue an attestation report on our internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

Refer to “Note 10. Contingencies” and “Note 11. Subsequent Events – Legal Proceedings” in our Condensed Consolidated Financial Statements included in this Report.

Item 1A. RISK FACTORS

In addition to the other information set forth in this Form 10-Q, you should carefully consider the risk factors discussed in Part I, Item 1A of our Form 10-K, which could affect our business, financial condition, or operating results. The risks we describe in our periodic reports are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition, or operating results. For the quarter ended June 30, 2025, the Company is not aware of any specific new and additional risk factors that were not previously disclosed.

Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a) Subsequent to the quarter ended June 30, 2025, the Company completed the following unregistered issuances of its equity securities:

● | On August 21, 2025, the Company entered into a Convertible Note Purchase Agreement with certain non-U.S. investors, providing for the sale of convertible promissory notes with an aggregate principal amount of $4 million. The notes bear interest at 7% per annum, mature on August 31, 2026, and are convertible into shares of our Common Stock at $0.24 per share. Holders of the convertible notes each converted their notes into 8,333,333 shares of Common Stock, issued on September 9 and October 30, 2025, respectively, for a total of 16,666,666 shares of Common Stock.
● | On September 2, 2025, the Company also closed a private offering of 220,000,000 shares of Common Stock to non-U.S. investors under a Securities Purchase Agreement dated August 25, 2025, for aggregate cash consideration of $55 million (at $0.25 per share). The first 148,100,000 shares were issued upon closing, and the remaining 71,900,000 shares were issued on October 29, 2025, following shareholder approval.
● | On October 22, 2025, holders of warrants previously issued on January 16, 2025 exercised their warrants in full at $0.39 per share, and the Company issued 25,641,023 shares of Common Stock on October 30, 2025, generating gross proceeds of approximately $10 million.

All of the foregoing issuances were not registered under the Securities Act of 1933 and were made in reliance on Regulation S as offshore transactions to non-U.S. persons.

(b) None.

(c) None.

Item 3. DEFAULTS UPON SENIOR SECURITIES

None.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

Item 5. OTHER INFORMATION

During the fiscal quarter ended June 30, 2025, none of the Company’s directors or officers, as defined in Section 16 of the Securities Exchange Act of 1934, adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” as defined under Item 408(a) of Regulation S-K.

Item 6. EXHIBITS

Exhibit Number |  | Description
3.1 |  | Certificate of Amendment to the Articles of Incorporation filed on October 29, 2025 (incorporated by reference on Form 8-K as filed on October 31, 2025)
31.1* |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* |  | Certification of Chief Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32** |  | Certification of Principal Executive Officer and Principal Accounting Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS |  | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document.
101.SCH |  | Inline XBRL Taxonomy Extension Schema Document
101.CAL |  | Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF |  | Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB |  | Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE |  | Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 |  | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

* | Filed herewith.
** | Furnished herewith. This exhibit will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Such exhibit shall not be deemed incorporated into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

| CIMG INC.
Date: November 7, 2025 | By: | /s/ Jianshuang Wang
|  | Jianshuang Wang
|  | Chief Executive Officer
|  | (Principal Executive Officer)
| By: | /s/ Feng Tian
|  | Feng Tian
|  | Chief Financial Officer
|  | (Principal Financial Officer and Principal Accounting Officer)

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