UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORMS-1

REGISTRATIONSTATEMENT UNDER THE SECURITIES ACT OF 1933 CURRENT REPORT

DFPHOLDINGS Limited

(Exactname of registrant as specified in its charter)

Date:May 12, 2023

Address:2F-1, No. 178-5, Section 2, Chang’an East Road, Zhongshan District, Taipei City, Taiwan

Issuer’stelephone number: +886 287722001

Companyemail: dfpleaderschool@gmail.com

(Address,including zip code, and telephone number,
including area code, of registrant’s principal mailing address)

Approximatedate of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

Ifany of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under theSecurities Act of 1933, check the following box. ☒

Ifthis Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, pleasecheck the following box and list the Securities Act registration Statement number of the earlier effective registration statement forthe same offering. ☐

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box andlist the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box andlist the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicateby check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Ifan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATIONOF REGISTRATION FEE

THEREGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY OUR EFFECTIVE DATE UNTIL THEREGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVEIN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATEAS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

THEINFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENTFILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOTSOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. THERE IS NO MINIMUM PURCHASE REQUIREMENTFOR THE OFFERING TO PROCEED.

Subjectto Completion, Dated _________, 2023

PRELIMINARYPROSPECTUS

DFPHOLDINGS LIMITED

UPTO 10,000,000 SHARES OF COMMON STOCK

FIXEDPRICE OF $0.50 PER SHARE

$0.0001PAR VALUE PER SHARE

Thisis a direct public offering of the Common Stock of DFP Holdings Limited. We are selling up to a maximum of 10,000,000 shares of our CommonStock at a fixed price of $0.50 per share for the duration of the offering. The shares are being offered on a “best efforts basis.”The shares will be offered and sold by our Chief Executive Officer, Chief Financial Officer, and Director, Mr. Hsu Shou Hung. There areno underwriters or broker-dealers that we anticipate will be involved in this offering, and as such, no underwriting fees, discounts,or commissions. The offering will commence as soon as is practicable after the effective date of the registration statement relatingto this prospectus. It will terminate 180 days after such effective date, but such termination date may be extended for up to an additional90 days at our sole discretion. DPF Holdings Limited reserves the right to terminate the offering at an earlier date, at its sole discretion,even if no or only some of the shares are sold pursuant to this offering.

Thereare no minimum purchase requirements, and there are no arrangements to place funds raised in this offering in an escrow, trust, or similaraccount. Funds received by DFP Holdings Limited for the payment of shares subscribed for in this offering will be deposited into a bankaccount maintained by us or a subsidiary of the Company, and will be immediately available for our use. All funds received by DFP HoldingsLimited will be retained by it for its use and will not be refunded.

Therehas been no market for our securities and a public market for our securities may not develop. If a market does develop, it may not besustainable for any period of time. Upon completion of this offering, we will attempt to have our shares of Common Stock quoted on theOTCQB® Venture Market “OTCQB”, operated by OTC Markets Group, Inc. If we are unable to achieve quotation on the OTCQBwe may consider quotation on the Pink® Open Market “OTC Pink”, also operated by OTC Markets Group, Inc.

Thereis no assurance that shares of our Common Stock will ever be quoted on either the OTC Pink or OTCQB. To be quoted on the OTC Pink, orOTCQB, a market maker must apply to make a market in our Common Stock. As of the date of this prospectus, we have not made any arrangementwith any market makers to quote our shares. Additionally, there is the possibility a market maker may not apply to make a market in ourCommon Stock. If this were to occur, your investment may be negatively impacted as you may be unable to sell your shares.

Thereis no guarantee that we will sell any of the securities being offered in this offering. Additionally, there is no guarantee that thisoffering will successfully raise enough funds to further our Company’s business plan going forward, and additional funding avenuesmay be necessary.

Investingin our Company involves many risks. You should carefully read the “Risk Factors” beginning on page 4 of this prospectusbefore investing.

Neitherthe Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passedupon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

PROSPECTUSDATED MAY 12, 2023

TABLEOF CONTENTS

Youshould rely only on the information contained in this prospectus or contained in any free writing prospectus filed with the Securitiesand Exchange Commission. We have not authorized anyone to provide you with additional information or information different from thatcontained in this prospectus filed with the Securities and Exchange Commission. We take no responsibility for and can provide no assuranceas to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, our CommonStock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as ofthe date of this prospectus, regardless of the time of delivery of this prospectus or any sale of shares of our Common Stock. Our business,financial condition, results of operations and prospects may have changed since that date.

ThroughMay 31, 2024, all dealers that effect transactions in these securities, whether or not participating in this offering, may be requiredto deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters andwith respect to their unsold allotments or subscriptions.

Thedate of this prospectus is May 12, 2023.

PROSPECTUSSUMMARY

Inthis Prospectus, ‘‘DFP,’’ “the Issuer,” the “Company,’’ ‘‘we,’’‘‘us,’’ and ‘‘our,’’ refer to DFP Holdings Limited, unless the context otherwise requires.Unless otherwise indicated, the term ‘‘fiscal year’’ refers to our fiscal year ending September 30th. Unlessotherwise indicated, the term ‘‘Common Stock’’ refers to shares of the Company’s Common Stock.

ThisProspectus, and any supplement to this Prospectus include “forward-looking statements”. To the extent that the informationpresented in this Prospectus discusses financial projections, information or expectations about our business plans, results of operations,products, services, or markets, or otherwise makes statements about future events, such statements are forward-looking. Such forward-lookingstatements can be identified by the use of words such as “intends”, “anticipates”, “believes”, “estimates”,“projects”, “forecasts”, “expects”, “plans” and “proposes”. Although we believethat the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risksand uncertainties that could cause actual results to differ materially from such forward-looking statements. These include, among others,the cautionary statements in the “Risk Factors” section and the “Management’s Discussion and Analysis of FinancialPosition and Results of Operations” section in this Prospectus.

Thissummary only highlights selected information contained in greater detail elsewhere in this Prospectus. This summary may not contain allof the information that you should consider before investing in our Common Stock. You should carefully read the entire Prospectus, including“Risk Factors” beginning on Page 4, and the financial statements, before making an investment decision.

OurCompany

DFPHoldings Limited, a Nevada corporation, was incorporated under the laws of the State of Nevada on December 8, 2021.

OnDecember 8, 2021, Mr. Hsu Shou Hung (“Mr. Hsu”), a founder of the Company, was appointed Chief Executive Officer, Chief FinancialOfficer, President, Secretary, Treasurer, and sole Director of the Company. Currently, Mr. Hsu is our sole officer and director.

OnMarch 8, 2022, the Company’s wholly owned subsidiary, DFP Holdings Limited, was formed in Seychelles (the “Seychelles Company”).The Seychelles Company is an intermediate holding company, and operates business through its wholly owned subsidiary, DFP Holdings Limited,a company incorporated in Taiwan (the “Taiwan Company”).

OnMay 24, 2022, the Company acquired 100% of Tide Holdings Limited, a company incorporated in Seychelles (“TIDE”) from Mr.Hsu for $1.

Asof September 30, 2022, Mr. Hsu collectively owns 96,260,000 shares of restricted Common Stock or a 45.02% shareholder of the Company.

Thefollowing diagram illustrates the corporate structure of DFP and its subsidiaries as of the date of this prospectus:

OurBusiness

Weare a start-up stage company, operating in Taiwan, specializing in the online and offline education industry. We operate an online learningplatform, and we provide online, and offline learning programs related to self-media and business management. We provide a batch of videocourses to entrepreneurs in self-media business and business management and through our platform, available at https://dfpschool.qdm.tw/,we also have various membership tiers to suit our clients’ needs. We also provide the opportunity for our clients to host and attendbusiness meetings to facilitate business opportunities.

OurCorporate Information

Ourprincipal executive offices are located at 2F-1, No. 178-5, Section 2, Chang’an East Road, Zhongshan District, Taipei City, Taiwan.Our telephone number is +886 287722001 and our email address is dfpleaderschool@gmail.com.

Investorsshould submit any inquiries to the address and telephone number listed at the top of this Registration Statement. Our corporate websiteis www.dfp-school.com. The information contained on our website is not a part of this prospectus.

OurOffering

Wehave authorized capital stock consisting of 600,000,000 shares of common stock, $0.0001 par value per share (“Common Stock”)and 200,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred Stock”). We have 213,855,000 shares ofCommon Stock and no shares of Preferred Stock issued and outstanding. Through this offering we will register a total of 10,000,000 sharesof Common Stock to be issued by us in a direct public offering. We may endeavor to sell all 10,000,000 shares of Common Stock after thisregistration becomes effective. The price at which we, the company, offer these shares is at a fixed price of $0.50 per share for theduration of the offering. The shares are being offered on a “best efforts basis.” The shares will be offered and sold onour behalf by our Chief Executive Officer, Chief Financial Officer, and Director, Hsu Shou Hung.

Thereis no arrangement to address the possible effect of the offering on the price of the stock. We will receive all proceeds from the saleof our Common Stock.

Thereare no minimum purchase requirements, and there are no arrangements to place the funds in an escrow, trust, or similar account. Fundsreceived by DFP Holdings Limited for the payment of shares subscribed for in the offering will be deposited into a bank account maintainedby us or a subsidiary of the Company and will be immediately available for our use. All funds received by DFP Holdings Limited will beretained by it for its use and will not be refunded. Any investor who purchases shares will have no assurance that any monies, besidetheir own, will be subscribed to the prospectus. Additionally, there is no guarantee that this offering will successfully raise enoughfunds to further our Company’s business plan going forward, and additional funding avenues may be necessary.

Therehas been no market for our securities and a public market for our securities may not develop. If a market does develop, it may not besustainable for any period of time. Upon completion of this offering, we will attempt to have our shares of Common Stock quoted on theOTCQB® Venture Market “OTCQB”, operated by OTC Markets Group, Inc. If we are unable to achieve quotation on the OTCQBwe may consider quotation on the Pink® Open Market “OTC Pink”, also operated by OTC Markets Group, Inc.

Thereis no assurance that shares of our Common Stock will ever be quoted on either the OTC Pink or OTCQB. To be quoted on the OTC Pink, orOTCQB, a market maker must apply to make a market in our Common Stock. As of the date of this prospectus, we have not made any arrangementwith any market makers to quote our shares. Additionally, there is the possibility a market maker may not apply to make a market in ourCommon Stock. If this were to occur, your investment may be negatively impacted as you may be unable to sell your shares.

Allexpenses incurred in this offering are being paid for by the Company.

*Wewill notify investors by filling a post-effective amendment to our registration statement that will be available for public viewing onthe SEC Edgar Database of any such extension of the offering.

Youshould rely only upon the information contained in this prospectus. We have not authorized anyone to provide you with information differentfrom that which is contained in this prospectus. We are offering to sell Common Stock and seeking offers to Common Stock only in jurisdictionswhere offers and sales are permitted.

RISKFACTORS

Pleaseconsider the following risk factors and other information in this prospectus relating to our business before deciding to invest in ourCommon Stock.

Thisoffering and any investment in our Common Stock involves a high degree of risk. You should carefully consider the risks described belowand all of the information contained in this prospectus before deciding whether to purchase our Common Stock. If any of the followingrisks actually occur, our business, financial condition and results of operations could be harmed. The trading price of our Common Stockcould decline due to any of these risks, and you may lose all or part of your investment.

Weconsider the following to be the material risks for an investor regarding this offering. Our company should be viewed as a high-riskinvestment and speculative in nature. An investment in our Common Stock may result in a complete loss of the invested amount.

Aninvestment in our Common Stock is highly speculative and should only be made by persons who can afford to lose their entire investmentin us. You should carefully consider the following risk factors and other information in this report before deciding to become a holderof our Common Stock. If any of the following risks actually occur, our business and financial results could be negatively affected toa significant extent.

RisksRelated to our Business

Thereis substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain future financing.

Wehave yet to establish any history of profitable operations. For the three months ended December 31, 2022, the Company incurred a netloss of $419,840. This factor, among others, raises substantial doubt about the Company’s ability to continue as a going concernwithin one year of the date that the financial statements are issued. In addition, the Company’s independent registered publicaccounting firm, in their report on the Company’s September 30, 2022 audited financial statements, raised substantial doubt aboutthe Company’s ability to continue as a going concern.

AtDecember 31, 2022, the Company had cash on hand in the amount of $1,053,050. Management estimates that the current funds on hand willbe sufficient to continue operations through the next six months. The Company’s ability to continue as a going concern is dependentupon establishing profitability and continuing financial support from its shareholders. Management believes the existing shareholdersor external financing will provide the additional cash to meet the Company’s obligations as they become due. No assurance can begiven that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to theCompany. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations,in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.

Wehave identified material weaknesses in our internal control over financial reporting. If we fail to remediate these material weaknesses,or if we experience additional material weaknesses in the future or otherwise fail to maintain effective internal control over financialreporting in the future, we may not be able to accurately or timely report our financial condition or results of operations, which mayadversely affect investor confidence in us and, as a result, the value of our common stock.

Inconnection with the preparation of our financial statements for the year period from December 8, 2021 (inception) to September 30, 2022,material weaknesses were identified in the design and operating effectiveness of our internal control over financial reporting. A materialweakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonablepossibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timelybasis.

Thesematerial weaknesses identified include (i) we lacked a sufficient number of personnel with an appropriate level of U.S. GAAP knowledgeand experience and ongoing training in the application of U.S. GAAP and SEC disclosure requirements commensurate with the Company’sfinancial reporting requirements and (ii) we had inadequate segregation of duties consistent with control objectives.

Toremediate the material weaknesses, we are in the process of implementing formal risk assessment processes and procedures and designingsufficient controls to remediate these weaknesses. The material weaknesses will not be considered remediated until management completesthe design and implementation of the measures described above and the controls operate for a sufficient period of time and managementhas concluded, through testing, that these controls are effective.

Ifwe fail to remediate our existing material weaknesses or identify new material weaknesses in our internal control over financial reporting,if we are unable to comply with the disclosure and attestation requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner,if we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered publicaccounting firm is unable to conclude that our internal control over financial reporting is effective when we are no longer an emerginggrowth company, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our commonstock could be negatively affected. As a result, we could also become subject to investigations by the SEC or other regulatory authorities,and become subject to litigation from investors and stockholders, which could harm our reputation and financial condition or divert financialand management resources from our regular business activities.

Ouroperating results may fluctuate significantly because of a variety of factors, many of which are outside of our control.

Weare subject to, among other things, the following factors that may negatively affect our operating results:

Asa result of our limited operating history and the nature of the markets in which we compete, it is difficult for us to forecast our revenuesor earnings accurately. We have based our anticipated future expense levels largely on our investment plans and estimates of future events,although certain of our expense levels will, to a large extent, become fixed. As a strategic response to changes in the competitive environment,we may from time to time make certain decisions concerning expenditures, pricing, service or marketing that could have a material andadverse effect on our business, results of operations and financial condition. Due to the foregoing factors, our revenues and operatingresults are difficult to forecast.

Wehave a limited operating history and face many of the risks and difficulties which are frequently encountered by companies in the developmentalstage.

Weare a development stage company, and to date, our development efforts have been focused primarily on the development of our businessmodel. We have a limited operating history for investors to evaluate the potential of our business development. We have not fully builtour client base. In addition, we face many of the risks and difficulties inherent in introducing our services on a larger scale. Theserisks include the ability to:

Ourfuture will depend on our ability to bring our services to the marketplace, which requires proper and organized planning of providinga platform that is able to offer viable education solutions to assist our clients’ self development, or their companies’growth. The results of our operations can also be affected by our ability to enhance our course lineup or to deliver consistent high-qualityeducation materials to increase our competitive presence.

Wewill need to increase the size of our organization, and we may encounter difficulties managing our growth, which could adversely affectour results of operations.

Weare currently a development stage company. We will need to effectively manage our managerial, operational, financial and other resourcesin order to successfully pursue expansion, development and commercialization effort. To manage any growth, we will be required to continueto improve our operational, financial and management controls, reporting systems and procedures and to attract and retain sufficientnumbers of talented employees. We may be unable to successfully manage the expansion of our operations or operate on a larger scale and,accordingly, may not achieve our expansion, development and commercialization goals.

Ifwe are unable to compete successfully in our industry, it will harm our business.

Thereare similar companies providing online and off-line education platforms and services in Thailand that compete with our core operatingactivities. Certain of these competitors and potential competitors have longer operating histories, substantially greater service developmentcapabilities and financial, commercial and marketing resources. Competitors and potential competitors may also innovate services thatare more effective or have other potential advantages compared to our course lineup and membership options. In addition, research, developmentand commercialization efforts by others could render our course lineup obsolete or non-competitive. Certain of our competitors and potentialcompetitors have broader services offerings and extensive client bases, allowing them to adopt aggressive pricing policies that wouldenable them to gain market share. Competitive pressures could result in price reductions, reduced margins and loss of market share.

Ourbusiness operations may be materially and adversely affected by the outbreak of the Coronavirus (“COVID-19”).

Anoutbreak of respiratory illness caused by the novel coronavirus, commonly referred as “COVID-19” emerged in late 2019 andhas spread globally. The COVID-19 is considered to be highly contagious and poses a serious public health threat. The World Health Organizationlabeled the COVID-19 outbreak as a pandemic on March 11, 2020, given its threat beyond a public health emergency of international concernthe organization had declared on January 30, 2020.

Theepidemic has resulted in social-distancing restrictions, travel restrictions, and the temporary, but periodic, closure of stores andfacilities during the past few years. The negative impacts of the COVID-19 outbreak on our business include:

Weare unable to accurately predict the impact that the COVID-19 will have due to various uncertainties, including, but not limited to,the duration of the outbreak globally, and the effectiveness of the actions that may be taken by governmental authorities. Additionally,it is possible that we may face similar difficulties in the future should there be, at any point, another global pandemic.

Atpresent, we have not been able to determine with any level of certainty, to what extent we have or have not been materially impactedby the ongoing COVID pandemic thus far.

DFPqualifies as an “emerging growth company” within the meaning of the Securities Act, and if it takes advantage of certainexemptions from disclosure requirements available to emerging growth companies, it could make DFP’s securities less attractiveto investors and may make it more difficult to compare DFP’s performance to the performance of other public companies.

Weare an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from variousreporting requirements that are applicable to other public companies that are not “emerging growth companies” including,but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act,reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from therequirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute paymentsnot previously approved. We cannot predict if investors will find our Common Stock less attractive because we may rely on these exemptions.If some investors find our Common stock less attractive as a result, there may be a less active trading market for our Common Stock andour stock price may be more volatile.

Inaddition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extendedtransition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In otherwords, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwiseapply to private companies. We are choosing to take advantage of the extended transition period for complying with new or revised accountingstandards. As a result, our financial statements may not be comparable to those of companies that comply with public company effectivedates.

Wewill remain an “emerging growth company” for up to five years, although we will lose that status sooner if our revenues exceed$1 billion, if we issue more than $1 billion in non-convertible debt in a three-year period, or if the market value of our Common Stockthat is held by non-affiliates exceeds $700 million.

DFP’smanagement has limited experience in operating a public company.

DFP’ssole officer and director, Mr. Hsu Shou Hung, has limited experience in managing a publicly traded company. Our management team may notsuccessfully or effectively manage its transition to a public company that will be subject to significant regulatory oversight and reportingobligations under federal securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to publiccompanies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activitieswhich will result in less time being devoted to the management and growth of DFP. DFP may not have adequate personnel with the appropriatelevel of knowledge, experience and training in the accounting policies, practices or internal controls over financial reporting requiredof public companies in the United States. The development and implementation of the standards and controls necessary for DFP to achievethe level of accounting standards required of a public company in the United States may require costs greater than expected. It is possiblethat DFP will be required to expand its employee base and hire additional employees to support its operations as a public company whichwill increase its operating costs in future periods.

RisksRelating to our Corporate Structure

Dueto the fact that we are a publicly reporting company we will continue to incur significant costs in staying current with reporting requirements.Our management will be required to devote substantial time to compliance initiatives. Additionally, the lack of an internal audit groupmay result in material misstatements to our financial statements and ability to provide accurate financial information to our shareholders.

Ourmanagement and other personnel will need to devote a substantial amount of time to compliance initiatives to maintain reporting status.Moreover, these rules and regulations, which are necessary to remain as an SEC reporting Company, will be costly because an externalthird-party consultant(s), attorney, or firm, may have to assist us in following the applicable rules and regulations for each filingon behalf of the company.

Wecurrently do not have an internal audit group, and we may eventually need to hire additional accounting and financial staff with appropriatepublic company experience and technical accounting knowledge to have effective internal controls for financial reporting. Additionally,due to the fact that our sole officer and director has limited experience as an officer or director of a reporting company, such lackof experience may impair our ability to maintain effective internal controls over financial reporting and disclosure controls and procedures,which may result in material misstatements to our financial statements and an inability to provide accurate financial information toour stockholders.

RisksRelating to Doing Business in Taiwan

Americaninvestors may have difficulty enforcing judgments against our Company and Officers.

Weare a Nevada corporation and most of our assets are and will continue to be located outside of the United States. Almost all of our operationswill and are already conducted in Taiwan. In addition, our sole officer and director is a national and resident of a country other thanthe United States, with the majority of his assets outside of the United States. As a result, it may be difficult for investors to effectservice of process within the United States upon him. It may also be difficult to enforce court judgments on the civil liability provisionsof the U.S. federal securities laws against our Company and our sole officer and director, since he is not a resident in the United States.In addition, there is uncertainty as to whether the courts of Taiwan, or other Asian countries, would recognize or enforce judgmentsof U.S. courts.

Asevere or prolonged downturn in the global economy or the markets that we primarily operate in could materially and adversely affectour revenues and results of operations.

Weprimarily operate in Taiwan. Weak economic conditions as a result of a global economic downturn due to the COVID-19 pandemic across theworld may have a negative impact on our business. Decreased demand and prices would reduce our income and weaken our business. Thereare still great uncertainties regarding economic conditions, globally speaking. Any turbulence in global economies and prolonged declinesin demand and prices in Taiwan, or throughout Asia, may adversely affect our business, revenues, and results of operations. ta

Weare vulnerable to foreign currency exchange risk exposure.

Thevalue of the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economicconditions. Our financial statements are expressed in U.S. dollars, which is our reporting currency. All of the revenues and expensesof DFP Holdings Limited (Taiwan) (the “Taiwan Company”), which we operate through, are denominated in the NT$. To the extentthat we need to convert NT$ or other currency types into U.S. dollars for our operations, appreciation of the U.S. dollar against theNT$ or other currencies would adversely affect the U.S. dollar amounts we recognize from the conversion.

RisksRelated to our Securities

Wedo not intend to pay dividends on our Common Stock.

Wehave no intention to declare or pay any cash dividend on our capital stock. We currently intend to retain any future earnings and donot expect to pay any dividends in the foreseeable future.

Ifthe Company fails to comply with the rules under the Sarbanes-Oxley Act related to internal controls and procedures in the future, or,if the Company discovers material weaknesses and other deficiencies in its internal controls over financial reporting, the Company’sstock price could decline significantly and raising capital could be more difficult.

Section404 of the Sarbanes-Oxley Act requires annual management assessments of the effectiveness of the Company’s internal controls overfinancial reporting. Additionally, in connection with the preparation of our financial statements for the period December 8, 2021 (inception)to September 30, 2022, material weaknesses were identified in the design and operating effectiveness of our internal control over financialreporting. If the Company fails to comply with the rules under the Sarbanes-Oxley Act related to disclosure controls and procedures inthe future, or, if the Company discovers material weaknesses and other deficiencies in its internal controls over financial reporting,the Company’s stock price could decline significantly and raising capital could be more difficult. If material weaknesses or significantdeficiencies are discovered or if the Company otherwise fails to achieve and maintain the adequacy of its internal controls, the Companymay not be able to ensure that it can conclude on an ongoing basis that it has effective internal controls over financial reporting inaccordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls are necessary for the Company to producereliable financial reports and are important to helping prevent financial fraud. If the Company cannot provide reliable financial reportsor prevent fraud, its business and operating results could be harmed, investors could lose confidence in the Company’s reportedfinancial information, and the trading price of the Company’s Common Stock could drop significantly.

Oursecurities have no prior market, and an active trading market may not develop, which may cause our Common Stock to trade at a discountfrom the fixed offering price pursuant to this offering.

Priorto this offering there has been no public market for our Common Stock. Shares of Common Stock being offered pursuant to this offeringare being offered at a fixed price of $0.50 per share for the duration of the offering. The fixed price of $0.50 has been arbitrarilydetermined by the Company and bears no relationship to assets, earnings, or any other valuation criteria. No assurance can be given thatthe shares being offered herein will have a market value or that they may be sold at this, or at any price. If investors purchase sharesof our Common Stock they may not be able to resell those shares at or above the price they purchase them at. We cannot predict the extentto which investor interest in us will lead to the development of an active trading market on or otherwise or how liquid that market mightbecome. An active public market for our Common Stock may not develop or be sustained after the offering is completed. If an active publicmarket does not develop or is not sustained, it may be difficult for our investors to sell their shares of Common Stock at a price thatis attractive to them, or at all.

Wemay never have a public market for our Common Stock and may never trade on a recognized exchange or quotation service. Therefore, investorsmay be unable to liquidate their investment in our Common Stock.

Therehas been no market for our securities and a public market for our securities may not develop. If a market does develop, it may not besustainable for any period of time. Upon completion of this offering, we will attempt to have our shares of Common Stock quoted on theOTCQB® Venture Market “OTCQB”, operated by OTC Markets Group, Inc. If we are unable to achieve quotation on the OTCQBwe may consider quotation on the Pink® Open Market “OTC Pink”, also operated by OTC Markets Group, Inc.

Thereis no assurance that shares of our Common Stock will ever be quoted on either the OTC Pink or OTCQB. To be quoted on the OTC Pink, orOTCQB, a market maker must apply to make a market in our Common Stock. As of the date of this prospectus, we have not made any arrangementwith any market makers to quote our shares. Additionally, there is the possibility a market maker may not apply to make a market in ourCommon Stock. If this were to occur, your investment may be negatively impacted as you may be unable to sell your shares. As mentionedpreviously, there is also the risk that no public market will develop for our Common Stock even if we can achieve a quotation for sharesof Common Stock.

Theremay be future sales of our securities or other dilution of our equity, which may adversely affect the market price of our Common Stock.

Weare generally not restricted from issuing additional shares of Common Stock. The market price of our Common Stock could decline as aresult further issuances, which may occur for numerous reasons, such as but not limited to, future sales of Common Stock.

Alarge number of shares issued in this offering may be sold in the market following this offering, which may depress the market priceof our Common Stock.

Alarge number of shares issued in this offering may be sold in the market following this offering, which may depress the market priceof our Common Stock. Sales of a substantial number of shares of our Common Stock in the public market following this offering could causethe market price of our Common Stock to decline. If there are more shares of Common Stock offered for sale than buyers are willing topurchase, then the market price of our Common Stock may decline to a market price at which buyers are willing to purchase the offeredshares of Common Stock and sellers remain willing to sell the shares. All of the securities issued in the offering will be freely tradablewithout restriction or further registration under the Securities Act.

Wemay issue shares of Preferred Stock in the future which may adversely impact your rights as holders of our Common Stock.

OurCertificate of Incorporation authorizes us to issue up to 200,000,000 shares of Preferred Stock. Accordingly, our Board of Directorswill have the authority to fix and determine the relative rights and preferences of preferred shares, as well as the authority to issuesuch shares, without further stockholder approval. At this time, we have no shares of Preferred Stock issued and outstanding.

OurPreferred stock does not have any dividend, conversion, liquidation, or other rights or preferences, including redemption or sinkingfund provisions. However, our Board of Directors could authorize the issuance of a series of Preferred Stock that would grant to holderspreferred rights to our assets upon liquidation, the right to receive dividends before dividends are declared to holders of our CommonStock, and the right to the redemption of such preferred shares, together with a premium, prior to the redemption of the Common Stock.To the extent that we do issue such additional shares of Preferred Stock, your rights as holders of Common Stock could be impaired thereby,including, without limitation, dilution of your ownership interests in us. In addition, shares of Preferred Stock could be issued withterms calculated to delay or prevent a change in control or make removal of management more difficult, which may not be in your interestas holders of Common Stock.

RisksRelated to this Offering

Investorscannot withdraw funds once invested and will not receive a refund.

Investorsdo not have the right to withdraw invested funds. Subscription payments will be paid to DFP Holdings Limited and held in our, or a subsidiary’scorporate bank account, if the Subscription Agreements are in good order and the Company accepts the investor’s investment. Therefore,once an investment is made, investors will not have the use or right to return of such funds.

Ifan active, liquid trading market for our Common Stock does not develop, investors may not be able to sell their shares quickly or ator above the initial offering price.

Therehas not been a public market for our Common Stock. An active and liquid trading market for our Common Stock may not develop or be sustainedfollowing this offering. The lack of an active market may impair investors’ ability to sell their shares at the time they wishto sell them or at a price that they consider reasonable. The lack of an active market may also reduce the fair market value of theirshares. An inactive market may also impair our ability to raise capital to continue to fund operations by selling shares and may impairour ability to acquire other companies or assets by using our shares as consideration. Investors may not be able to sell their sharesquickly or at or above the initial offering price. This price may not be indicative of the price at which our Common Stock will tradeafter this offering, and our Common Stock could trade below the public offering price of $0.50 per share.

Ourstock price may be volatile or may decline regardless of our operating performance, and investors may not be able to resell their sharesat, or above, the public offering price and the price of our Common Stock may fluctuate significantly.

Afterthis offering, the market price for our Common Stock is likely to be volatile, in part because our shares have not been traded publicly.In addition, the market price of our Common Stock may fluctuate significantly in response to a number of factors, most of which we cannotcontrol, including:

Theseand other factors may lower the market price of our Common Stock regardless of our actual operating performance. As a result, our CommonStock may trade at prices significantly below the initial public offering price.

Wemay be subject to the penny stock rules which will make shares of our Common Stock more difficult to sell.

Wemay be subject now and in the future to the SEC’s “penny stock” rules if our shares of Common Stock sell below $5.00per share. Penny stocks generally are equity securities with a price of less than $5.00. The penny stock rules require broker-dealersto deliver a standardized risk disclosure document prepared by the SEC which provides information about penny stocks and the nature andlevel of risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations forthe penny stock, the compensation of the broker-dealer and its salesperson, and monthly account statements showing the market value ofeach penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensationinformation must be given to the customer orally or in writing prior to completing the transaction and must be given to the customerin writing before or with the customer’s confirmation.

Inaddition, the penny stock rules require that prior to a transaction, the broker dealer must make a special written determination thatthe penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. Thepenny stock rules are burdensome and may reduce purchases of any offerings and reduce the trading activity for shares of our Common Stock.As long as our shares of Common Stock are subject to the penny stock rules, the holders of such shares of Common Stock may find it moredifficult to sell their securities.

Weare selling the shares of this offering without an underwriter and may be unable to sell any shares.

Thisoffering is self-underwritten, which means that we are not going to engage the services of an underwriter to sell the shares. We intendto sell our shares through our sole officer and director, Mr. Hsu Shou Hung, who will receive no commissions. There is no guarantee thathe will be able to sell any of the shares. Unless he is successful in selling all of the shares of our Company’s offering, we mayhave to seek alternative financing to implement our business plan.

Wewill require additional funding to satisfy our future capital needs, and future financing strategies may adversely affect holders ofour Common Stock.

Ouroperations will require significant additional funding due to the absence of any meaningful revenues in the near future. We do not knowwhether additional financing will be available to us on favorable terms or at all. To the extent we are successful in raising additionalcapital by issuing equity securities, our stockholders are likely to experience substantial dilution. Any additional equity securitieswe issue may have rights, preferences or privileges senior to those of existing holders of stock. There can be no assurance that we willbe able to obtain adequate capital funding in the future to continue operations and implement our strategy. As a result of these uncertainties,there is substantial doubt about our ability to continue as a going concern.

Wewill have broad discretion in the use of the net proceeds from this offering and may not use them effectively.

Ourmanagement will have broad discretion in the application of the net proceeds from this offering, including for any of the purposes describedin the section entitled “Use of Proceeds,” and investors will not have the opportunity as part of their investment decisionto assess whether the net proceeds are being used appropriately. Because of the number and variability of factors that will determineour use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. Our managementmay not apply the net proceeds from this offering in ways that ultimately increase the value of investors’ investment. The failureby our management to apply these funds effectively could harm our business.

Wewill incur costs and demands upon management as a result of complying with the laws and regulations affecting public companies.

Wewill incur significant legal, accounting, and other expenses that we did not incur as a private company, including costs associated withpublic company reporting requirements. We will also incur costs associated with corporate governance requirements, including requirementsunder the Sarbanes-Oxley Act, as well as new rules implemented by the SEC and the OTC Markets. Our sole executive officer and other personnelwill need to devote substantial time to these rules and regulations. These rules and regulations are expected to increase our legal andfinancial compliance costs and to make some other activities more time-consuming and costly. These rules and regulations may also makeit difficult and expensive for us to obtain directors’ and officers’ liability insurance. As a result, it may be more difficultfor us to attract and retain qualified individuals to serve on our Board of Directors or as executive officer of the Company, which mayadversely affect investor confidence and could cause our business or stock price to suffer.

Wewill incur ongoing costs and expenses for SEC reporting and compliance. Without revenue, we may not be able to remain in compliance,making it difficult for investors to sell their shares, if at all.

Theestimated cost of this registration statement is approximately $321,000. After the effective date of this prospectus, we will be requiredto file annual, quarterly and current reports, or other information with the SEC as provided by the Securities Exchange Act. We planto contact a market maker immediately following the close of the offering and apply to have the shares quoted on the OTCQB. If we areunable to achieve quotation on the OTCQB we may consider quotation on the Pink Open Market “OTC Pink”, also operated by OTCMarkets Group, Inc. To be eligible for quotation, issuers must remain current in their filings with the SEC. In order for us to remainin compliance we will require future revenues to cover the cost of these filings, which could comprise a portion of our available cashresources. The costs associated with being a publicly traded company in the next 12 months will be approximately $40,000. If we are unableto generate sufficient revenues to remain in compliance it may be difficult for you to resell any shares you may purchase, if at all.Also, if we are not able to pay the expenses associated with our reporting obligations, we will not be able to apply for quotation onthe OTCQB or OTC Pink.

FORWARD-LOOKINGSTATEMENTS

Thisprospectus contains forward-looking statements about our current expectations and views of future events, which are contained principallyin the sections entitled “Prospectus Summary”, “Risk Factors,” “Use of Proceeds,” “Management’sDiscussion and Analysis of Financial Condition and Results of Operations,” and “Business.” These forward-looking statementsrelate to events that involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance,or achievements to be materially different from those expressed or implied by these statements.

Youcan identify some of these forward-looking statements by words or phrases such as “may,” “will,” “could,”“expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,”“believe,” “is/are likely to,” “propose,” “potential,” “continue” or othersimilar expressions. We have based these forward-looking statements largely on our current expectations and projections about futureevents and financial trends that we believe may affect our financial condition, results of operations, business strategy and financialneeds. The forward-looking statements included in this prospectus relate to, among other things:

Theseforward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-lookingstatements are reasonable, our expectations and our actual results could be materially different from our expectations. Important risksand factors that could cause our actual results to be materially different from our expectations are generally set forth in “ProspectusSummary—Our Challenges,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Conditionand Results of Operations,” “Business,” “Regulation” and other sections in this prospectus. Moreover, weoperate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for our managementto predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which anyfactor, or combination of factors, may cause actual results to differ materially from those contained in any forward- looking statements.You should read thoroughly this prospectus and the documents that we refer to with the understanding that our actual future results maybe materially different from and worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements.

Youshould not rely upon forward-looking statements as predictions of future events. The forward-looking statements in this prospectus aremade based on events and information as of the date of this prospectus. Except as required by law, we undertake no obligation to updateor revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the dateon which the statements are made or to reflect the occurrence of unanticipated events. You should read this prospectus and the documentsthat we refer to in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completelyand with the understanding that our actual future results or performance may materially differ from what we expect.

SUMMARYOF OUR FINANCIAL INFORMATION

Thefollowing table sets forth selected financial information, which should be read in conjunction with the information set forth in the“Management’s Discussion and Analysis” section and the accompanying financial statements and related notes includedelsewhere in this Prospectus.

USEOF PROCEEDS

Ouroffering is being made on a self-underwritten basis: no minimum number of shares must be sold in order for the offering to proceed. Theoffering price per share is $0.50. The following table sets forth the uses of proceeds assuming the sale of 100%, 75%, 50% and 25% ofthe securities offered for sale by the Company. There is no assurance that we will raise the full $5,000,000 as anticipated.

Theabove figures represent only estimated costs for the next 12 months. Funds may be allocated in differing quantities should the Companydecide at a later date it would be in the Company’s best interests.

TheCompany estimates the costs of this offering at about $321,000. All expenses incurred in this offering are being paid for by the Company.The Company will utilize existing cash to pay for any offering expenses and does not intend to use any monies from offering proceedsto fund the offering. If existing cash is not sufficient to cover our offering expenses, we will rely on our sole officer and directorto cover any such expenses. Our officer and director, however, has no formal arrangements or agreements in place with the Company toprovide funding.

DETERMINATIONOF OFFERING PRICE

Sinceour shares are not listed or quoted on any exchange or quotation system, the offering price of the shares of Common Stock was arbitrarilydetermined. The offering price was determined by us and is based on our own assessment of our financial condition and prospects, limitedoffering history, and the general condition of the securities market. It does not necessarily bear any relationship to our book value,assets, past operating results, financial condition or any other established criteria of value.

Uponcompletion of this offering, we will attempt to have our shares of Common Stock quoted on the OTCQB® Venture Market “OTCQB”,operated by OTC Markets Group, Inc. If we are unable to achieve quotation on the OTCQB we may consider quotation on the Pink® OpenMarket “OTC Pink”, also operated by OTC Markets Group, Inc.

Thereis no assurance that shares of our Common Stock will ever be quoted on either the OTC Pink or OTCQB. To be quoted on the OTC Pink, orOTCQB, a market maker must apply to make a market in our Common Stock. As of the date of this prospectus, we have not made any arrangementwith any market makers to quote our shares. Additionally, there is the possibility a market maker may not apply to make a market in ourCommon Stock. If this were to occur, your investment may be negatively impacted as you may be unable to sell your shares. There is alsothe risk that no public market will develop for our Common Stock.

Sharesof our Common Stock may not trade at market prices in excess of the public offering price of $0.50 as prices for our Common Stock inany public market which may develop will be determined in the marketplace and may be influenced by many factors, including the depthand liquidity of the market for our Common Stock, investor perception of us and general economic and market conditions.

DIVIDENDPOLICY

Wehave never declared or paid any cash dividends on our shares of Common Stock. We anticipate that we will retain any earnings to supportoperations and to finance the growth and development of our business. Therefore, we do not expect to pay cash dividends in the foreseeablefuture. Any future determination relating to our dividend policy will be made at the discretion of our Board of Directors and will dependon a number of factors, including future earnings, capital requirements, financial conditions and future prospects and other factorsthe Board of Directors may deem relevant.

DILUTION

Theprice of the current offering is fixed at $0.50 per share.

Thefollowing table sets forth information with respect to our initial stockholders, defined herein as shareholders we currently have priorto this offering, and the public stockholders, which is defined herein as prospective shareholders from the offering(s) in which we seekto carry out. The following assumes the sale of 100% of our shares of Common Stock that we are offering herein.

Dilutionrepresents the difference between the offering price and the net tangible book value per share immediately after completion of this offering.Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilutionarises mainly as a result of our arbitrary determination of the offering price of the shares being offered. Dilution of the value ofthe shares you purchase is also a result of the lower book value of the shares held by our existing stockholders. The following tablescompare the differences of your investment in our shares with the investment of our existing stockholders.

Thefollowing table illustrates the dilution to the purchasers of the Common Stock in this offering.

Note:“Net increase to original shareholder” below is based upon a par value of $0.0001.

NetValue Calculation

If100% of the shares in the offering are sold

NetValue Calculation

If75% of the shares in the offering are sold

NetValue Calculation

If50% of the shares in the offering are sold

NetValue Calculation

If25% of the shares in the offering are sold

PLANOF DISTRIBUTION

Wehave 213,855,500 shares of Common Stock issued and outstanding as of the date of this prospectus. This prospectus relates to the offeringof up to 10,000,000 shares of Common Stock by the Company at a fixed price of $0.50 per share. There is no arrangement to address thepossible effect of the offering on the price of the stock.

Weintend to offer our securities, on a “best efforts basis”, by our sole officer and director, Mr. Hsu Shou Hung. In connectionwith the Company’s selling efforts in the offering, Mr. Hsu Shou Hung will not register as a broker-dealer pursuant to Section15 of the Exchange Act, but rather will rely upon the “safe harbor” provisions of SEC Rule 3a4-1, promulgated under the ExchangeAct.

Generallyspeaking, Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associatedwith an issuer that participate in an offering of the issuer’s securities. Our sole officer and director, Mr. Hsu Shou Hung, isnot subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act. Mr. Hsu will not be compensatedin connection with his participation in the offering by the payment of commissions or other remuneration based either directly or indirectlyon transactions in our securities. Mr. Hsu Shou Hung is not, nor has he been within the past 12 months, a broker or dealer, and he isnot, nor has he been within the past 12 months, an associated person of a broker or dealer. At the end of the offering, our sole officerand director will continue to primarily perform substantial duties for the Company or on its behalf otherwise than in connection withtransactions in securities. Mr. Hsu Shou Hung will not participate in selling an offering of securities for any issuer more than onceevery 12 months other than in reliance on Exchange Act Rule 3a4-1(a)(4)(i) or (iii).

Wewill receive all proceeds from the sale of up to 10,000,000 of Common Stock being offered by us. The price per share is fixed at $0.50per share for the duration of this offering. There has been no market for our securities and a public market for our securities may notdevelop. If a market does develop, it may not be sustainable for any period of time. Upon completion of this offering, we will attemptto have our shares of Common Stock quoted on the OTCQB® Venture Market “OTCQB”, operated by OTC Markets Group, Inc. Ifwe are unable to achieve quotation on the OTCQB we may consider quotation on the Pink® Open Market “OTC Pink”, also operatedby OTC Markets Group, Inc. To be quoted on the OTC Pink, or OTCQB, a market maker must apply to make a market in our Common Stock. Asof the date of this prospectus, we have not made any arrangement with any market makers to quote our shares. Additionally, there is thepossibility a market maker may not apply to make a market in our Common Stock.

TheShares may be sold to purchasers from time to time directly by and subject to our discretion. Further, the Company will not offer itsshares for sale through underwriters, dealers, agents or anyone who may receive compensation in the form of underwriting discounts, concessionsor commissions from the Company and/or the purchasers of the shares for whom they may act as agents. The shares of Common Stock soldby the Company may be occasionally sold in one or more transactions; all shares sold under this prospectus will be sold at a fixed priceof $0.50 per share.

Tocomply with the applicable securities laws of certain states, the securities will be offered or sold in those only if they have beenregistered or qualified for sale; an exemption from such registration or if qualification requirement is available and with which wehave complied.

Inaddition, and without limiting the foregoing, we will be subject to applicable provisions, rules, and regulations under the ExchangeAct with regard to security transactions during the period of time when this Registration Statement is effective.

Wewill pay all expenses incidental to the registration of the newly offered shares (including registration pursuant to the securities lawsof certain states), which we expect to be approximately $321,000.

OfferingPeriod and Expiration Date

Thisoffering will start on the date that this registration statement is declared effective by the Securities and Exchange Commission andwill continue for a period of 180 days, or 90 days thereafter if extended by the Board of Directors. The offering shall terminate onthe earlier of (i) the date when the sale of all 10,000,000 shares is completed, (ii) when the Board of Directors decides that it isin the best interest of the Company to terminate the offering prior the completion of the sale of all 10,000,000 shares registered underthe Registration Statement of which this Prospectus is part, and (iii) 180 days of the effective date of this registration statement(unless extended an additional 90 days thereafter).

Wewill not accept any money until this registration statement is declared effective by the SEC.

Proceduresfor Subscribing

Ifyou decide to subscribe for any shares in this offering, you must:

Investorsdo not have the right to withdraw invested funds. Subscription payments will be paid to DFP Holdings Limited and held in our, or a subsidiary’scorporate bank account, if the Subscription Agreements are in good order and the Company accepts the investor’s investment. Therefore,once an investment is made, investors will not have the use or right to return of such funds.

Nosubscription may be executed nor funds delivered prior to effectiveness of the registration statement.

Rightto Reject Subscriptions

Wehave the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptionswill be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted orrejected within 72 hours after we receive them.

DESCRIPTIONOF SECURITIES

Wehave authorized capital stock consisting of 600,000,000 shares of common stock, $0.0001 par value per share (“Common Stock”)and 200,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred Stock”). As of the date of this filingwe have 213,855,500 shares of Common Stock and no shares of Preferred Stock issued and outstanding.

CommonStock

Theholders of outstanding shares of Common Stock are entitled to receive dividends out of assets or funds legally available for the paymentof dividends of such times and in such amounts as the Board from time to time may determine. Holders of Common Stock are entitled toone vote for each share held on all matters submitted to a vote of shareholders. There is no cumulative voting of the election of directorsthen standing for election. The Common Stock is not entitled to pre-emptive rights and is not subject to conversion or redemption. Uponliquidation, dissolution or winding up of our Company, the assets legally available for distribution to stockholders are distributableratably among the holders of the Common Stock after payment of liquidation preferences, if any, on any outstanding payment of other claimsof creditors.

PreferredStock

Atthis time, we have no Preferred Stock issued and outstanding. Preferred Stock may be issued in one or more series, each series to beappropriately designated by a distinguishing letter or title prior to the issuance of any shares thereof. The voting powers, designations,preferences, limitations, restrictions, conversion rights, cumulative, relative, participating, optional, and other right, the qualification,limitations or restrictions thereof, of the Preferred Stock shall hereinafter by prescribed by resolution of the Board of Directors.

Optionsand Warrants

None.

ConvertibleNotes

None.

DividendPolicy

Wehave not paid any cash dividends to shareholders. The declaration of any future cash dividends is at the discretion of our Board of Directorsand depends upon our earnings, if any, our capital requirements and financial position, general economic conditions, and other pertinentconditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, ifany, in our business operations.

TransferAgent

Atthis time, we do not have a transfer agent.

PennyStock Regulation

TheSEC has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined)of less than $5.00 per share or an exercise price of less than $5.00 per share. Such securities are subject to rules that impose additionalsales practice requirements on broker-dealers who sell them. For transactions covered by these rules, the broker-dealer must make a specialsuitability determination for the purchaser of such securities and have received the purchaser’s written consent to the transactionprior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, priorto the transaction, of a disclosure schedule prepared by the SEC relating to the penny stock market. The broker-dealer also must disclosethe commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if thebroker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control overthe market. Finally, among other requirements, monthly statements must be sent disclosing recent price information for the penny stockheld in the account and information on the limited market in penny stocks. As the Shares immediately following this Offering will likelybe subject to such penny stock rules, purchasers in this Offering will in all likelihood find it more difficult to sell their Sharesin the secondary market.

INDUSTRYOVERVIEW

Ourcompany operates in the online and in-person education industry in Taiwan. In recent years, the online education industry has experiencedrapid growth, in large part due to the Covid-19 pandemic. From the perspective of the education industry, the pandemic has prompted manyeducational institutions to switch to online education tools and use more novel digital methods of teaching.

Overthe past few years, Taiwan’s social distance policy has restricted the operational practices of those companies operating in thein-person education industry. This has resulted in a significant decline in the in-person education industry as a whole and has alsoaffected the growth of the Company. We cannot estimate with any level of certainty to what extent, but the Company is of the belief thatits business has been negatively impacted. However, this has been offset to some extent as, in addition to in-person courses, we alsooffer online courses which have largely avoided the negative impacts of the pandemic.

Conversely,the pandemic seems to have encouraged a significant increase in the online education industry. According the 2021 online learning industryvalue survey report by the ministry of economic affairs, Taiwan R.O.C, the online education industry containing hardware, software andcourses has increased approximately 220% from 2020 to 2021. This has primarily been driven by necessity, as the pandemic has requiredlearners to stay at home. Thereby the primary method available for them to further their education has been through online educationmethods.

Inthe same report, the portion of different types of online learning user from 2019 to 2021 in Taiwan have been analysed. Individual usersincreased from 20% to more than 25% from 2019 to 2021. Corporate and association users increased from 13% to 22% from 2019 to 2021. Governmentusers slightly increased from 6% to 7% from 2019 to 2021. School education users increased from 30% to 32% from 2019 to 2021. Tutorialand training users decreased from 28% to 12%. The result proved that the needs of individuals and corporate organisations and associationscontinued to experience growth even during the epidemic.

TheCompany believes that while, after the pandemic has concluded, in-person education will experience a rebound and surge in popularity,that online education resources will continue to experience growth and will be an integral part of the education industry in Taiwan movingforward.

Source:

2021online learning industry value survey report by the ministry of economic affairs, Taiwan R.O.C https://www.epark.org.tw/download/110%E5%B9%B4%E5%BA%A6%E6%99%BA%E6%85%A7%E5%AD%B8%E7%BF%92%E7%94%A2%E5%80%BC%E8%AA%BF%E6%9F%A5%E6%9C%9F%E6%9C%AB%E5%A0%B1%E5%91%8A.pdf

MANAGEMENT’SDISCUSSION AND ANALYSIS

Youshould read the following “Management’s Discussion and Analysis” in conjunction with the section inclusive of our financialstatements and the related notes provided elsewhere in this prospectus. This discussion contains forward-looking statements that involverisks and uncertainties about our business and operations. Our actual results and the timing of selected events may differ materiallyfrom those anticipated in these forward-looking statements as a result of various factors, including those we describe under “RiskFactors”.

Wemake forward-looking statements in this report, in other materials we file with the Securities and Exchange Commission (the “SEC”)or otherwise release to the public, and on our website. Statements concerning our future operations, prospects, strategies, financialcondition, future economic performance (including growth and earnings), and other statements of our plans, beliefs, or expectations,including the statements contained in this section, regarding our future plans, strategies and expectations are forward-looking statements.In some cases, these statements are identifiable through the use of words such as “anticipate,” “believe,” “estimate,”“expect,” “intend,” “plan,” “project,” “target,” “can,” “could,”“may,” “should,” “will,” “would” and similar expressions. We intend such forward-lookingstatements to be covered by the safe harbor provisions contained in Section 27A of the Securities Act of 1933, as amended (the “SecuritiesAct”) and in Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Resultsof operations for the three months ended December 31, 2022

Revenue

Duringthe three-month period ended December 31, 2022, the Company generated revenue of $291,835. The Company began generating revenue in Augustof 2022. The revenue generated is from self-media and business management training services offered through our platform, and fees paidfor our online courses.

Operatingcosts and expenses

Duringthe three-month period ended December 31, 2022, our costs of services were $48,518. During the three-month period ended December 31,2022, we incurred other operating expenses of $216,623 comprised of bank charges of $4,490, corporate secretarial fees of $5,019, ITand maintenance fees of $15,464, salary and pension of $166,478, and other general and administrative expenses of $25,172, respectively.In addition, during the three-month period ended December 31, 2022 we recorded an impairment write off of a prepayment to related partyof $450,000.

NetLoss

Duringthe three-month period ended December 31, 2022, the Company incurred a net loss of $419,840.

Resultsof operations from December 8, 2021 (inception) to September 30, 2022

Revenue

TheCompany began generating revenue in August of 2022. During the period from December 8, 2021 (inception) to September 30, 2022, the Companygenerated revenue of $111,201. The revenue generated is from self-media and business management training services offered through ourplatform, and fees paid for our online courses.

Operatingcosts and expenses

Duringthe period from December 8, 2021 (inception) to September 30, 2022, our costs of services were $41,540. During the period from December8, 2021 (inception) to September 30, 2022, we incurred other operating expenses in the amount of $352,702. These expenses are comprisedof consulting fees of $300,000, bank charges of $2,636, business license fees of $351, corporate secretarial fees of $10,000, IT andmaintenance fees of $5,336, salary and pension of $31,208, and other general and administrative expenses of $3,171, respectively. Inaddition, during the period from December 8, 2021 (inception) to September 30, 2022, we recorded an impairment write off of a prepaymentto related party of $450,000.

NetLoss

Duringthe period from December 8, 2021 (inception) to September 30, 2022, the Company incurred a net loss of $732,677.

Liquidityand Capital Resources

Asof December 31, 2022, we had cash and cash equivalents of $1,053,050. Management believes the current funds on hand will be sufficientto continue our operations through the next 6 months.

Wedepend substantially on financing activities to provide us with the liquidity and capital resources we need to meet our working capitalrequirements and to make capital investments in connection with ongoing operations. During the three months ended December31, 2022 andfor the period from December 8, 2021 (inception) to September 30, 2022, we have met these requirements primarily by sales of our CommonStock.

CashProvided by (Used In) Operating Activities

Duringthe three months ended December 31, 2022, cash provided by operating activities totaled $55,865. For the period from December 8, 2021(inception) to September 30, 2022, we used $267,606 in operating activities. The cash used in operating activities was primarily dueto a net loss for the period ended September 30, 2022.

CashUsed In Investing Activities

Duringthe three months ended December 31, 2022, we used $456,487 in investing activities. For the period from December 8, 2021 (inception)to September 30, 2022, we used $450,000 in investing activities. The cash used in investing activities was primarily due to prepaymentsof application development fees to a related party for the periods ended December 31, 2022, and September 30, 2022, respectively

CashProvided By Financing Activities

Duringthe three months ended December, 2022, we used $11,148 in financing activities. For the period from December 8, 2021 (inception) to September30, 2022, net cash provided by financing activities was $2,183,727, it was primarily the cash proceeds from the issuance of our CommonStock in private placements.

Inregards to all of the above transactions we claim an exemption from registration afforded by Section 4a(2) and/or Regulation S of theSecurities Act of 1933, as amended (“Regulation S”) for the above sales of the stock since the sales of the stock were madeto non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directedselling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person actingon behalf of any of the foregoing.

LimitedOperating History

Wehave no historical financial information upon which to base an evaluation of our performance. We cannot guarantee we will be successfulin carrying out our business plan. Our business is subject to risks inherent in the establishment of a new business enterprise, including,but not limited to, limited capital resources and possible cost overruns due to price and cost increases in services.

Off-BalanceSheet Arrangements

TheCompany has no off-balance sheet arrangements.

GoingConcern

Theaccompanying financial statements have been prepared using the going concern basis of accounting, which contemplates the realizationof assets and the satisfaction of liabilities in the normal course of business.

Forthe three months ended December 31, 2022, the Company incurred a net loss of $419,840 and used cash in operations of $394,135. For theperiod from December 8, 2021 (inception) to September 30, 2022, the Company incurred a net loss of $732,677 and used cash in operationsof $717,606. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year ofthe date that the financial statements are issued. In addition, the Company’s independent registered public accounting firm, intheir report on the Company’s September 30, 2022 financial statements, raised substantial doubt about the Company’s abilityto continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unableto continue as a going concern.

TheCompany’s ability to continue as a going concern is dependent upon its ability to continue to implement its business plan to increaseits customer base and realize increased revenues. No assurance can be given that any future financing, if needed, will be available or,if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing,if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for itsstockholders, in the case of equity financing.

BUSINESS

Overview

Weare a start-up company, operating in Taiwan, specializing in the online and offline education industry. We operate an online learningplatform and we provide online and offline learning programs related to self-media and business management. We provide a batch of videocourses to entrepreneurs in self-media business and business management and through our platform, available at https://dfpschool.qdm.tw/,we also have various membership tiers to suit our clients’ needs and we provide the opportunity for our clients to host and attendbusiness meetings in order to facilitate business opportunities.

Currently,we offer several types of courses pertaining to self-media and business management. Our products are currently supplied to private usersand commercial users.

CorporateHistory and Structure

DFPHoldings Limited, a Nevada corporation, was incorporated under the laws of the State of Nevada on December 8, 2021.

OnDecember 8, 2021, Mr. Hsu Shou Hung (“Mr. Hsu”), a founder of the Company, was appointed Chief Executive Officer, Chief FinancialOfficer, President, Secretary, Treasurer, and sole Director of the Company. Currently, Mr. Hsu is our sole officer and director.

OnMarch 8, 2022, the Company’s wholly owned subsidiary, DFP Holdings Limited, was formed in Seychelles (the “Seychelles Company”).The Seychelles Company is an intermediate holding company, and operates business through its wholly owned subsidiary, DFP Holdings Limited,a company incorporated in Taiwan (the “Taiwan Company”).

OnMay 24, 2022, the Company acquired 100% of Tide Holdings Limited, a company incorporated in Seychelles (“TIDE”) from Mr.Hsu for $1.

Asof September 30, 2022, Mr. Hsu collectively owns 96,260,000 shares of restricted Common Stock or a 45.02% shareholder of the Company.

OurCourses and Revenue Model

DFPprovides different types of online and offline courses through our video platform, available at https://dfpschool.qdm.tw/. We are alsoin the midst of developing a mobile application, which we anticipate will be ready to launch within the 2023 calendar year.

Self-mediacourse

Weoffer self-media courses about filming, editing and live recording, etc. in Chinese to people interested in the self-media business.Clients shall pay a set price for a topic course which includes various lessons.

Businessmanagement course

Weoffer a business management course with lessons for entrepreneurs. Our lesson content includes operation, sales, leadership, brand building,public speaking, financing, business model and management thinking.

DFP’sonline platform also provides video courses related to branding analysis. Potential members may select from the following membershipplans, which provide various lessons and services:

Freemember: Members at the free level can enjoy free and unlimited views of around 200 videos pertaining to branding analysis.

Subscribedmember: Members who subscribe to this level can have access to unlimited viewing of around 500 advanced branding analysis videosand several related short videos. This also includes the services available to a free member. Members at this tier are estimated to payan annual fee of approximately $1,500 or $149 per month.

BAScommercial member: Membership at this level is tailor made for entrepreneurs. In addition to the perks of a free and subscribed member,BAS commercial members are also provided with client weekly commercial meetings (including online and offline) to increase their entrepreneurialopportunities with other professional parties. We also provide business model analysis and sales strategies for their own business development.Finally, we organize training programs for our clients at the BAS commercial member level to improve their business operations and skills.Members at this tier are estimated to pay a registration fee of approximately $5,000 and an annual fee of approximately $20,000.

OurTarget Demographic

Ourtarget demographic is comprised primarily of two types of clients: individual self-media producers and entrepreneurs. Our courses aredesigned to provide clients with the knowledge they need during the start-up stages of their own business while also providing usefultools that we believe they can use to expand the scale of their business.

Marketing

Ourmarketing strategy is primarily focused on the Taiwan market. However, in the future, at an as of yet undetermined time, we intend toexpand our business operations throughout various major cities in the Southeast Asia region. Ideally, we will be targeting locationswhere a sizable portion of the population speaks Chinese. We anticipate spending a substantial amount in marketing and advertising, especiallyon social media platforms, in the coming years.

Currently,there are three primary methods through which we intend to advertise:

Researchand development

Weoutsourced the R&D and maintenance of our online platform to Leader Capital Holding Corp., a related party supplier and a 7.01% shareholderof the Company.

TheCompany is also striving to research and develop new and complimentary technologies/features that may be of benefit to our clients. Forexample, we are in the midst of development of a mobile application which will allow for BAS commercial members to implement what theyhave learned through completion of our available courses. It is our intention and goal that the application can be used as a tool formembers to manage their clients, so that they can actively promote new products to their clients and operate community groups in theapplication to maintain customers and explore business opportunities with other enterprises. We cannot state with any level of specificitywhen these plans will come to fruition or if they will come to fruition at all.

FuturePlans

Inaddition to completion of the ongoing development of our pending mobile application, we have additional plans for the future developmentof our business. We seek to digitize our current physical courses, which would thereby allow us to add these courses to our online platform;develop more business management courses related to marketing and management, and extend advanced courses; the company also plans to,at an undetermined time, begin to offer our BAS commercial membership system to other Asian countries, for example: Malaysia, Singapore,etc. All such future plans are in development, and we cannot state with any level of specificity when such plans will come to fruition,if at all.

Competition

Wecompete with all other providers of online and offline adult business education courses, specifically those that operate in or aroundTaiwan. We believe that, although competition is fierce, that we can utilize the following competitive advantages to establish a positionin this ever-changing industry:

Facilities

Ourprincipal executive office is located at 2F-1, No. 178-5, Section 2, Chang’an East Road, Zhongshan District, Taipei City, Taiwan.It is approximately 3,024.57 square feet and is used for our daily operations. This office was previously rented directly by our soleofficer and director, Mr. Hsu, but since January, has been rented directly by the Company.

Webelieve that our current facilities are adequate and suitable for our operations.

Employees

Asof date of the prospectus, we have 10 full total employees located in Taiwan, which includes our sole officer and director. We believethat we maintain a good working relationship with our employees, and we are not undergoing any labor disputes. We comply with all Taiwanlabor and health insurance regulations in regard to our employees.

Legalproceedings

DFPdoes not currently have any outstanding material litigation to disclose.

GOVERNMENTREGULATIONS

ForeignInvestment in Taiwan

Thelaws and regulations in Taiwan issued guidance on online education services in 2019. The Taiwan Executive Institution announced “GeneralExplanation of Draft Items to be and Not to be Recorded in the Internet Teaching Service Standardization Contract” in order toavoid online education service disputes and protect the rights and interests of consumers. The general explanation recorded 32 itemsrelated to the contents shall be included or not be included in the service contract. We conduct our business activities in Taiwan followingthe local laws and regulations to ensure the business are legally operated.

DIRECTORSAND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 

Biographicalinformation regarding the sole Officer and Director of the Company is provided below:

Shou-Hung,Hsu - Chief Executive Officer, Chief Financial Officer and Director

Mr.Hsu has been our Director since DFP incorporation and has been our Chief Executive Officer and Chief Financial Officer. Mr. Hsu has over20 years of management experience. From 1999 to 2009, he was the general manager of Lead International Financial Advisory Co., Ltd.,a company focusing on international financial products sales. From 2003 to 2005, he was a Distinguished Lecturer at Fuxin EnterpriseManagement Consulting CO., Ltd. From 2005 to 2007, he was a Distinguished Lecturer at Guangzhou Benchmark Enterprise Management Co.,Ltd. From 2008 to 2009 he was a Distinguished Lecturer at Beijing Wenhe Fanglue Information Co., Ltd. From 2012 to 2016, Mr. Hsu wasthe General Management at Oriental Ivy International Co., Ltd., a company that offers retail and wholesale cosmetics. From 2012 to 2017,Mr. Hsu was a General Manager at Suzhou Shuiyue Ivy Trading Co., Ltd., a cosmetic retailer. From 2017 to present, Mr. Hsu has servedas a general manager of Shanghai Haoguan Enterprise Management Consulting Co., Ltd., a corporation that provides business managementconsulting, corporate education, and training. Mr. Hsu holds a bachelor’s degree in Statistics at Tamkang University, Taiwan.

Mr.Hsu’s extensive management experience has led the Board to the conclusion that he should serve as our Chief Executive Officer,Chief Financial Officer, and Director.

CorporateGovernance 

TheCompany promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandabledisclosure in reports and documents that the Company files with the Securities and Exchange Commission (the “SEC”) and inother public communications made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations.The Company has not formally adopted a written code of business conduct and ethics that governs the Company’s employees, officersand Directors as the Company is not required to do so.

Inlieu of an Audit Committee, the Company’s Board of Directors, is responsible for reviewing and making recommendations concerningthe selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company’s financialstatements and other services provided by the Company’s independent public accountants. The sole member of the Board of Directors,who also serves as the Chief Executive Officer and the Chief Financial Officer of the Company, reviews the Company’s internal accountingcontrols, practices and policies.

Committeesof the Board 

OurCompany currently does not have nominating, compensation, or audit committees or committees performing similar functions nor does ourCompany have a written nominating, compensation or audit committee charter. Our Director believes that it is not necessary to have suchcommittees, at this time, because the Director(s) can adequately perform the functions of such committees. 

AuditCommittee Financial Expert

OurBoard of Directors has determined that we do not have a board member that qualifies as an “audit committee financial expert”as defined in Item 407(D)(5) of Regulation S-K, nor do we have a board member that qualifies as “independent” as the termis used in Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934, as amended, and as defined by Rule 4200(a)(14)of the FINRA Rules. 

Webelieve that our Director(s) are capable of analyzing and evaluating our financial statements and understanding internal controls andprocedures for financial reporting. The Director(s) of our Company does not believe that it is necessary to have an audit committee becausemanagement believes that the Board of Directors can adequately perform the functions of an audit committee. In addition, we believe thatretaining an independent Director who would qualify as an “audit committee financial expert” would be overly costlyand burdensome and is not warranted in our circumstances given the stage of our development and the fact that we have not generated anypositive cash flows from operations to date. 

Involvementin Certain Legal Proceedings 

OurDirector and Executive officer has not been involved in any of the following events during the past ten years:

Independenceof Directors

Weare not required to have independent members of our Board of Directors, and do not anticipate having independent Directors until suchtime as we are required to do so.

Codeof Ethics

Wehave not adopted a formal Code of Ethics. The Board of Directors evaluated the business of the Company and the number of employees anddetermined that since the business is operated by a small number of persons, general rules of fiduciary duty and federal and state criminal,business conduct and securities laws are adequate ethical guidelines. In the event our operations, employees and/or Directors expandin the future, we may take actions to adopt a formal Code of Ethics. 

ShareholderProposals

OurCompany does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors.The Board of Directors believes that, given the stage of our development, a specific nominating policy would be premature and of littleassistance until our business operations develop to a more advanced level. Our Company does not currently have any specific or minimumcriteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating suchnominees. The Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendationsfor election or appointment.

Ashareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our Chief ExecutiveOfficer at the address appearing on the first page of this Information Statement.

EXECUTIVECOMPENSATION

Thefollowing table sets forth the compensation paid by us for the period from inception through the current date denoted below. This informationincludes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any.The compensation addresses all compensation awarded to, earned by, or paid to our named executive Officer.

*Oursole Officer and Director, Mr. Hsu Shou Hung has an informal agreement with the Company whereas he is compensated approximately $70,000for his services provided to the Company.

Summaryof Compensation

StockOption Grants

Wehave not granted any stock options to our executive officer since our incorporation. 

EmploymentAgreements

Wedo not have any formal employment or consulting agreement with any Officer or Director.

DirectorCompensation

OurBoard of Directors, which at this time is comprised of solely of Mr. Hsu Shou Hung, does not currently receive any consideration fortheir services as members of the Board of Directors. The Board of Directors reserves the right in the future to award the members ofthe Board of Directors cash or stock-based consideration for their services to the Company, which awards, if granted shall be in thesole determination of the Board of Directors.

ExecutiveCompensation Philosophy

OurBoard of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors reservesthe right to pay our executive or any future executives a salary, and/or issue them shares of Common Stock issued in consideration forservices rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’sperformance. This package may also include long-term stock based compensation to certain executives, which is intended to align the performanceof our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performancebase stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determinationbelieves such grants would be in the best interests of the Company.

IncentiveBonus

TheBoard of Directors may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion, if theBoard of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives andgrowth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and abilityof such executives.

Long-term,Stock Based Compensation

Inorder to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may awardour executive and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board ofDirectors, which we do not currently have any immediate plans to award.

SECURITYOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Asof the date of this prospectus, the Company has 213,855,500 shares of Common Stock issued and outstanding, which number of issued andoutstanding shares of common stock have been used throughout this report. The below percentages are approximate values.

(1)The above row for Mr. Hsu Shou Hung is inclusive of his share ownership in the Company via Terra Wave Holdings Ltd. Terra Wave Holdings,Ltd. is owned exclusively by Mr. Hsu and is the beneficial owner of 10,000,000 shares of Common Stock. In his personal name, Mr. HsuShou Hung beneficially owns and controls approximately 86,260,000 shares of our Common Stock.

(2)Mr. Lin Yi Hsiu (“Mr. Jeff Lin”) is the sole shareholder of CPN Investment LTD.

(3)Mr. Jeff Lin holds approximately 3.791% of Leader Capital Holdings Corp.

CERTAINRELATIONSHIPS AND RELATED TRANSACTIONS

Mr.Lin Yi Hsiu (“Mr. Jeff Lin”), is Chief Executive Officer, director and a 3.791% shareholder of Leader Capital Holdings Corp.(“LCHC”). LCHC purchased 15,000,000 shares of restricted common stock of the Company for $1,500 and is a 7.01% shareholderin the Company. LCHC, through its wholly owned subsidiary, LOC Weibo Co., Limited (“LOC”) provides IT and maintenance servicesto the Company. In addition, CPN Investment Limited (“CPN”), a company wholly owned by Mr. Jeff Lin, purchased 15,000,000shares of restricted Common Stock of the Company for $1,500, and is a 7.01% shareholder of the Company. Leader Financial Asset ManagementLimited (“LFAML”), another company wholly owned by Mr. Jeff Lin, provides consulting and company secretarial services tothe Company.

Forthe three months period ended December 31, 2022, the Company incurred fees of $15,464 to LCHC and LOC. For the period from December 8,2021 (inception) to September 30, 2022, the Company incurred fees of $15,336 to LCHC and LFAML, and a consulting fee of $300,000 to LFAML.In addition, during the three months period ended December 31, 2022, and for the period from December 8, 2021 (inception) to September30, 2022, the Company recorded an impairment of a prepaid mobile application development fee to LCHC of $450,000 and $450,000, respectively,or a total of $900,000.

INTERESTSOF NAMED EXPERTS AND COUNSEL

Thevalidity of the shares of Common Stock offered hereby will be passed upon for us by Carl P. Ranno of 2733 East Vista Drive, Phoenix,Arizona 85032.

Theconsolidated financial statements of DFP Holdings Limited as of September 30, 2022, and for the period from December 8, 2021 (inception)to September 30, 2022 appearing elsewhere in this registration statement have been audited by Weinberg & Company, P.A., an independentregistered public accounting firm, as stated in its report thereon, included therein, and are included in reliance upon such report andupon the authority of such firm as experts in accounting and auditing.

PRINCIPALACCOUNTING FEES AND SERVICES

Belowis the aggregate amount of fees billed for professional services rendered by our principal accountants with respect to the periodfrom December 8, 2021 (inception) to September 30, 2022:

Allof the professional services rendered by principal accountants for the audit of our annual financial statements that are normally providedby the accountant in connection with statutory and regulatory filings or engagements for last two fiscal years were approved by our Boardof Directors.

MATERIALCHANGES

None.

REPORTSTO SECURITIES HOLDERS

Wewill and will continue to make our financial information equally available to any interested parties or investors through compliancewith the disclosure rules of Regulation S-K for a smaller reporting company under the Securities Exchange Act. In addition, we will fileForm 8-K and other proxy and information statements from time to time as required. The public may read and copy any materials that wefile with the SEC at the SEC’s Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain informationon the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov)that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

TheCompany’s mailing address is listed at the top of this Registration Statement. If a shareholder wishes to contact the Company inwriting, please utilize the aforementioned mailing address and address mail to our Chief Executive Officer, Mr. Hsu Shou Hung.

FINANCIALSTATEMENTS AND EXHIBITS

INDEXTO FINANCIAL STATEMENTS

PARTI – FINANCIAL INFORMATION

Item1. Condensed Consolidated Financial Statements.

DFPHOLDINGS LIMITED

CONDENSEDCONSOLIDATED BALANCE SHEETS

ASOF DECEMBER 31, 2022 AND SEPTEMBER 30, 2022

(Expressedin U.S. Dollars)

Seeaccompanying notes to the condensed consolidated financial statements.

DFPHOLDINGS LIMITED

CONDENSEDCONSOLIDATED STATEMENTS OF OPERATIONS

ANDCOMPREHENSIVE LOSS

FORTHE THREE MONTHS ENDED DECMBER 31, 2022 AND FOR THE PERIOD FROM DECEMBER 8, 2021

(INCEPTION) TO DECEMBER 31, 2021

(Expressedin U.S. Dollars)

(Unaudited)

Seeaccompanying notes to the condensed consolidated financial statements.

DFPHOLDINGS LIMITED

CONDENSEDCONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

FORTHE THREE MONTHS ENDED DECEMBER 31, 2022

(Expressedin U.S. Dollars)

Seeaccompanying notes to the condensed consolidated financial statements.

DFPHOLDINGS LIMITED.

CONDENSEDCONSOLIDATED STATEMENTS OF CASH FLOWS

FORTHE THREE MONTHS ENDED DECEMBER 31, 2022 AND FOR THE PERIOD FROM DECEMBER 8, 2021

(INCEPTION) TO DECEMBER 31, 2021

(Expressedin U.S. Dollars)

(Unaudited)

Seeaccompanying notes to the condensed consolidated financial statements.

DFPHOLDINGS LIMITED

NOTESTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FORTHE THREE MONTHS ENDED DECEMBER 31, 2022 AND FOR THE PERIOD FROM DECEMBER 8, 2021

(INCEPTION) TO DECEMBER 31, 2021

(Unaudited)

NOTE1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Descriptionof business

DFPHoldings Limited, a Nevada corporation (the “Company”), was incorporated in the State of Nevada on December 8, 2021.

Goingconcern

Theaccompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlementof liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements for the threemonths ended December 31, 2022, the Company incurred a net loss of $419,840. This factor, among others, raises substantial doubt aboutthe Company’s ability to continue as a going concern within one year of the date that these financial statements are issued. Thesefinancial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

Managementestimates that the current funds on hand will be sufficient to continue operations through the next six months. The Company’s abilityto continue as a going concern is dependent upon its ability to continue to implement its business plan to increase its customer baseand realize increased revenues. No assurance can be given that any future financing, if needed, will be available or, if available, thatit will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it maycontain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in thecase of equity financing.

COVID-19

TheCOVID-19 pandemic has negatively impacted the global economy, workforces, customers, and created significant volatility and disruptionof financial markets. The Company monitors guidance from national and local public health authorities and has implemented health andsafety precautions and protocols in response to these guidelines. The extent of the impact of the COVID-19 pandemic has had and willcontinue to have on the Company’s business is highly uncertain and difficult to predict and quantify at this time.

Basisof presentation and consolidation

Theaccompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally acceptedin the United States of America (“US GAAP”). The consolidated financial statements include the accounts of the Company andits wholly owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation.

Useof estimates

Managementuses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptionsaffect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheets,and the reported revenue and expenses during the periods reported. Significant estimates include the accrual of potentialliabilities. Actual results may differ from these estimates.

Revenuerecognition

TheCompany recognizes revenues when its customer obtains control of promised services, in an amount that reflects the consideration theCompany expects to receive in exchange for those services. The Company recognizes revenue following the five-step model prescribed byAccounting Standards Codification (ASC) 606, “Revenue from Contracts”, which includes (1) identifying the contractsor agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transactionprice, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performanceobligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collectthe consideration it is entitled to in exchange for the services it transfers to its clients.

TheCompany’s revenue consists of revenue from providing self-media and business management training services (“service revenue”).Revenue is recognized in the period in which the services are performed, in an amount that reflects the consideration the Company expectsto be entitled to in exchange for those services. The Company offers no discounts, rebates, rights of return, or other allowances toclients which would result in the establishment of reserves against service revenue. Additionally, to date, the Company has not incurredincremental costs in obtaining a client contract. The Company will recognize revenue from subscription services over the subscriptionperiod. The Company recognizes deferred revenue at each period end for contracts that have been paid but which the related service hasnot been performed.

Costof revenue

Costof service revenue primarily consists of advertising and promotion fee and facility rentals directly attributable to the services rendered. 

Cashand cash equivalents

Cashequivalents includes demand deposits placed with banks or other financial institutions and all highly liquid investments with originalmaturities when purchased of three months or less, including money market funds.

Financialinstruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash. As of December31, 2022, all the Company’s cash was held by two major financial institutions located in Taiwan, which management believes is ofhigh credit quality. At December 31, 2022, none of the Company’s cash accounts are insured by the U.S. Federal Deposit InsuranceCorporation (the “FDIC”).

Fairvalue measurements

TheCompany follows the guidance of ASC 820-10, “Fair Value Measurements and Disclosures”, with respect to financial assets andliabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs usedin measuring fair value as follows:

Level1: Observable inputs such as quoted prices in active markets;

Level2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

TheCompany believes the carrying amount reported in the balance sheet for cash and cash equivalents, other payable and accrued liabilities,and due to an officer, approximate their fair values because of the short-term nature of these financial instruments.

Foreigncurrency translation

Thereporting currency of the Company is the United States Dollars (“US$”) and the accompanying consolidated financial statementshave been expressed in US$. In addition, the Company’s operating subsidiary maintains its books and records in its functional currency,New Taiwan Dollars (“NT$”).

Ingeneral, for consolidation purposes, assets and liabilities of the Company’s subsidiaries whose functional currency is not theUS$, are translated into US$ using the exchange rate on the balance sheet date. Revenues and expenses are translated at average ratesprevailing during the period. The gains and losses resulting from translation of financial statements of a foreign subsidiary are recordedas a separate component of accumulated other comprehensive income or loss within stockholders’ equity.

Translationof amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the period:

Netincome (loss) per share

TheCompany calculates net (loss) per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income (loss) per shareis computed by dividing the net income (loss) by the weighted-average number of common shares outstanding during the period. Dilutedincome per share is computed similar to basic income (loss) per share except that the denominator is increased to include the numberof additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additionalcommon shares were dilutive.

Asof December 31, 2022, the Company has no potentially dilutive securities, such as options or warrants, outstanding.

Concentrations

Forthe three months ended December 31, 2022, no customer accounted for 10% or more of the Company’s revenue.

Forthe three months ended December 31, 2022, one service provider accounted for 65% of the Company’s operating expenses.

Recentaccounting pronouncements

InJune 2016, the FASB issued ASU No. 2016-13, Credit Losses – Measurement of Credit Losses on Financial Instruments (“ASC 326”).The standard significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivables.The standard will replace today’s “incurred loss” approach with an “expected loss” model, under which companieswill recognize allowances based on expected rather than incurred losses. Entities will apply the standard’s provisions as a cumulative-effectadjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The standard iseffective for interim and annual reporting periods beginning after December 15, 2022. The Company adopted ASU 2016-13 on January 1, 2023and it did not have a material impact on the Company’s financial position, results of operations, and cash flows.

Otherrecent accounting pronouncements or guidance issued by the FASB, its Emerging Issues Task Force, the American Institute of CertifiedPublic Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact onthe Company’s present or future financial statements.

NOTE2 – RELATED PARTY TRANSACTIONS

Asof December 31, 2022, Mr. Hsu, the Company’s Chief Executive Officer, had advanced $2,479 to the Company for operations. The advancesare due on demand, are unsecured, and are non-interest bearing.

Mr.Lin Yi Hsiu (“Mr. Jeff Lin”), is Chief Executive Officer, director and a 3.791% shareholder of Leader Capital Holdings Corp.(“LCHC”). LCHC is a 7.01% shareholder in the Company. LCHC , through its wholly owned subsidiary, LOC Weibo Co., Limited(“LOC”) provides IT and maintenance services to the Company. In addition, CPN Investment Limited (“CPN”), a companywholly owned by Mr. Jeff Lin, is a 7.01% shareholder of the Company. Leader Financial Asset Management Limited (“LFAML”),another company wholly owned company by Mr. Jeff Lin, provides consulting and company secretarial services to the Company.

Forthe three months period ended December 31, 2022, the Company incurred fees of $15,464 to LCHC and LOC. In addition, during the threemonths period ended December 31, 2022, the Company prepaid $450,000 to LCHC for the development of two mobile applications. At December31, 2022, management identified indicators of impairment for the prepaid application development fees, including the Company’sloss from operations. Management determined these indicators show that it was more likely than not that the application developmentswould not be utilized as originally intended and the carrying amount of the prepaid application development fees might not be recoverable.As a result, management performed an impairment analysis that resulted in the recognition of an impairment loss of $450,000 during thethree months ended December 31, 2022.

NOTE3 – SUBSEQUENT EVENT

Subsequentto December 31, 2022, the Company paid a consulting fee of $200,000 to LCHC.

REPORTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Tothe Stockholders and Board of Directors of DFP Holdings Limited

Opinionon the Financial Statements

Wehave audited the accompanying consolidated balance sheet of DFP Holdings Limited (the “Company”) as of September 30, 2022,and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows forthe period from December 8, 2021 (inception) to September 30, 2022, and the related notes (collectively referred to as the “financialstatements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of DFPHoldings Limited as of September 30, 2022, and the results of its operations and its cash flows for the period from December 8, 2021(inception) to September 30, 2022, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

Theaccompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note1 to the financial statements, during the period from December 8, 2021 (inception) to September 30, 2022, the Company incurred a netloss and had negative cash flows from operations. These conditions raise substantial doubt about the Company’s ability to continueas a going concern. Management’s plans in relation to these matters are also described in Note 1. The financial statements do notinclude any adjustments that might result from the outcome of this uncertainty.

Basisfor Opinion

Thesefinancial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’sfinancial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securitieslaws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Weconducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtainreasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Companyis not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit,we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinionon the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Ouraudit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error orfraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regardingthe amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significantestimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit providesa reasonable basis for our opinion.

Wehave served as the Company’s auditor since 2022.

/s/Weinberg& Company, P.A.

LosAngeles, California

May12, 2023

DFPHOLDINGS LIMITED

CONSOLIDATEDBALANCE SHEET

ASOF SEPTEMBER 30, 2022

(Expressedin U.S. Dollars)

Seeaccompanying notes to the consolidated financial statements.

DFPHOLDINGS LIMITED

CONSOLIDATEDSTATEMENT OF OPERATIONS

ANDCOMPREHENSIVE LOSS

FROMDECEMBER 8, 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2022

(Expressedin U.S. Dollars)

Seeaccompanying notes to the consolidated financial statements.

DFPHOLDINGS LIMITED

CONSOLIDATEDSTATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

FROMDECEMBER 8, 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2022

(Expressedin U.S. Dollars)

See accompanying notes to the consolidated financial statements. 

DFPHOLDINGS LIMITED

CONSOLIDATEDSTATEMENT OF CASH FLOWS

FROMDECEMBER 8, 2021 (INCEPTION) THROUGH SEPTEMBER 30, 2022

(Expressedin U.S. Dollars)

Seeaccompanying notes to the consolidated financial statements.

DFPHOLDINGS LIMITED

NOTESTO CONSOLIDATED FINANCIAL STATEMENTS

FROMDECEMBER 8, 2021 (INCEPTION) TO SEPTEMBER 30, 2022

NOTE1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Descriptionof business

DFPHoldings Limited, a Nevada corporation (the “Company”), was incorporated in the State of Nevada on December 8, 2021.

OnMarch 8, 2022, the Company’s wholly owned subsidiary, DFP Holdings Limited, was formed in Seychelles (the “Seychelles Company”).The Seychelles Company is an intermediate holding company, and operates business through its wholly owned subsidiary, DFP Holdings Limited,a company incorporated in Taiwan (the “Taiwan Company”).

OnMay 24, 2022, the Company acquired 100% of Tide Holdings Limited, a company incorporated in Seychelles (“TIDE”) from Mr.Hsu Shou Hung (“Mr. Hsu”), for $1.

OnDecember 8, 2021, Mr. Hsu, a founder of the Company, was appointed as Chief Executive Officer, Chief Financial Officer, and sole directorof the Company.

TheCompany provides media and business management training services in Taiwan. The Company has a September 30 fiscal year end.

Goingconcern

Theaccompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlementof liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements for the periodfrom December 8, 2021 (inception) until September 30, 2022, the Company incurred a net loss of $732,677 and used cash in operations of$267,606. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern withinone year of the date that these financial statements are issued. These financial statements do not include any adjustments that mightbe necessary should the Company be unable to continue as a going concern.

Managementestimates that the current funds on hand will be sufficient to continue operations through the next six months. The Company’s abilityto continue as a going concern is dependent upon its ability to continue to implement its business plan to increase its customer baseand realize increased revenues. No assurance can be given that any future financing, if needed, will be available or, if available, thatit will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it maycontain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in thecase of equity financing.

COVID-19

TheCOVID-19 pandemic has negatively impacted the global economy, workforces, customers, and created significant volatility and disruptionof financial markets. The Company monitors guidance from national and local public health authorities and has implemented health andsafety precautions and protocols in response to these guidelines. The extent of the impact of the COVID-19 pandemic has had and willcontinue to have on the Company’s business is highly uncertain and difficult to predict and quantify at this time.

Basisof presentation and consolidation

Theaccompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally acceptedin the United States of America (“US GAAP”). The consolidated financial statements include the accounts of the Company andits wholly owned subsidiaries, Tide Holdings Limited (TIDE), DFP Holdings Limited (Seychelles) (the “Seychelles Company”),and DFP Holdings Limited (Taiwan) (the “Taiwan Company”). Intercompany accounts and transactions have been eliminated inconsolidation.

Useof estimates

Managementuses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affectthe reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheets, and the reportedrevenue and expenses during the periods reported.
Significant estimates include the accrual of potential liabilities. Actual results may differ from these estimates.

Revenuerecognition

TheCompany recognizes revenues when its customer obtains control of promised services, in an amount that reflects the consideration theCompany expects to receive in exchange for those services. The Company recognizes revenue following the five-step model prescribed byAccounting Standards Codification (ASC) 606, “Revenue from Contracts”, which includes (1) identifying the contractsor agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transactionprice, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performanceobligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collectthe consideration it is entitled to in exchange for the services it transfers to its clients.

TheCompany’s revenue consists of revenue from providing self-media and business management training services (“service revenue”).Revenue is recognized in the period in which the services are performed, in an amount that reflects the consideration the Company expectsto be entitled to in exchange for those services. The Company offers no discounts, rebates, rights of return, or other allowances toclients which would result in the establishment of reserves against service revenue. Additionally, to date, the Company has not incurredincremental costs in obtaining a client contract. The Company will recognize revenue from subscription services over the subscriptionperiod. The Company recognizes deferred revenue at each period end for contracts that have been paid but which the related service hasnot been performed.

Costof revenue

Costof service revenue primarily consists of advertising and promotion fee, and facility rentals directly attributable to the services rendered.

Cash,cash equivalents, and restricted cash

Cashequivalents includes demand deposits placed with banks or other financial institutions and all highly liquid investments with originalmaturities at purchase of three months or less, including money market funds.

Financialinstruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash. As of September30, 2022, substantially all the Company’s cash was held by two major financial institutions located in Taiwan, which managementbelieves is of high credit quality. At September 30, 2022, none of the Company’s cash accounts are insured by the U.S. FederalDeposit Insurance Corporation (the “FDIC”).

AccountsReceivable

Accountsreceivable is generally recorded at the invoiced amounts net of an allowance for expected losses. The Company evaluates the collectabilityof our accounts receivable based on several factors. In circumstances where it becomes aware of a specific customer’s inabilityto meet its financial obligations to us, a specific reserve for bad debts is estimated and recorded which reduces the recognized receivableto the estimated amount that management believes will ultimately be collected. In addition to specific customer identification of potentialbad debts, bad debt charges are recorded based on our historical losses and an overall assessment of past due accounts receivable outstanding.At September 30, 2022, the Company had no reserve recorded for uncollectible accounts receivable.

Softwarecosts

Costs related to developing or obtaining internal-usesoftware incurred during the preliminary project and post-implementation stages of an internal use software project will be expensedas incurred and certain costs incurred in the project’s application development stage will be capitalized. On an annual basis,or more frequently as conditions indicate, the Company will assess the recovery of the unamortized software development costs by estimatingthe net undiscounted cash flows the asset is expected to generate. If the undiscounted cash flows are not sufficient to recover the unamortizedsoftware cost, such assets will be considered to be impaired. The impairment to be recognized will be measured as the amount by whichthe carrying amount of the asset exceeds its fair value.

Impairmentof Long-Lived Assets

TheCompany evaluates its long-lived assets for indicators of possible impairment by comparison of the carrying amount to future net undiscountedcash flows expected to be generated by such asset when events or changes in circumstances indicate the carrying amount of an asset orasset group may not be recoverable. Should an impairment exist, the impairment loss would be measured based on the excess carrying valueof the asset over the asset’s fair value generally determined by estimates of future discounted cash flows.

Incometaxes

TheCompany accounts for income taxes using an asset and liability approach which allows for the recognition and measurement of deferredtax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferredtaxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financialreporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is morelikely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility isuncertain

TheCompany conducts its business in Taiwan and is subject to tax in Taiwan jurisdictions. As a result of its business activities, the Companywill file tax returns that are subject to examination by the Taiwan tax authority. The Company’s deferred tax assets relate tothe Company’s net operating losses in the U.S. and net operating losses and temporary differences between accounting basis andtax basis for its Taiwan-based subsidiaries which are subject to corporate income tax in Taiwan.

Fairvalue measurements

TheCompany follows the guidance of ASC 820-10, “Fair Value Measurements and Disclosures”, with respect to financial assets andliabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs usedin measuring fair value as follows:

Level1: Observable inputs such as quoted prices in active markets;

Level2: Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level3: Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

TheCompany believes the carrying amount reported in the balance sheet for cash and cash equivalents, other payable and accrued liabilities,and due to an officer, approximate their fair values because of the short-term nature of these financial instruments.

Foreigncurrency translation

Thereporting currency of the Company is the United States Dollars (“US$”) and the accompanying consolidated financial statementshave been expressed in US$. In addition, the Company’s operating subsidiary maintains its books and records in its functional currency,New Taiwan Dollars (“NT$”).

Ingeneral, for consolidation purposes, assets and liabilities of the Company’s subsidiaries whose functional currency is not theUS$, are translated into US$ using the exchange rate on the balance sheet date. Revenues and expenses are translated at average ratesprevailing during the period. The gains and losses resulting from translation of financial statements of a foreign subsidiary are recordedas a separate component of accumulated other comprehensive income or loss within stockholders’ equity.

Translationof amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the period:

Netincome (loss) per share

TheCompany calculates net (loss) per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income (loss) per shareis computed by dividing the net income (loss) by the weighted-average number of common shares outstanding during the period. Dilutedincome per share is computed similar to basic income (loss) per share except that the denominator is increased to include the numberof additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additionalcommon shares were dilutive.

Asof September 30, 2022, the Company has no potentially dilutive securities, such as options or warrants, outstanding.

Concentrations

Forthe period from December 8, 2021 (inception) to September 30, 2022, no customer accounted for 10% or of the Company’s revenue.

Forthe period from December 8, 2021(inception) to September 30, 2022, one service provider accounted for 91% of the Company’s operatingexpenses.

Recentaccounting pronouncements

InJune 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASC 326”).The standard significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivables.The standard will replace today’s “incurred loss” approach with an “expected loss” model, under which companieswill recognize allowances based on expected rather than incurred losses. Entities will apply the standard’s provisions as a cumulative-effectadjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The standard iseffective for interim and annual reporting periods beginning after December 15, 2022. The adoption of ASU 2016-13 is not expected tohave a material impact on the Company’s financial position, results of operations, and cash flows.

Otherrecent accounting pronouncements and guidance issued by the FASB, its Emerging Issues Task Force, the American Institute of CertifiedPublic Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact onthe Company’s present or future financial statements.

NOTE2 - STOCKHOLDERS’ EQUITY

Sharesissued to founders

OnFebruary 25, 2022, the Company issued 86,260,000 shares of founders restricted Common Stock to Mr. Hsu Shou Hung, Chief Executive Officer,Chief Financial Officer, sole director and a founder of the Company, and issued and 10,000,000 shares of restricted stock to Mr. Hsu’swholly owned company, Terra Wave Holdings Limited at $0.0001 per share, for total proceeds of $9,626.

BetweenFebruary 22, 2022, and February 25, 2022, the Company issued 103,740,000 shares of restricted Common Stock to an additional 31 foundersat $0.0001 per share, for total additional proceeds of $10,374.

Sharesissued for cash in private placements

BetweenMarch 1, 2022, and September 26, 2022, the Company sold 13,855,500 shares of restricted Common Stock to another 117 shareholders at pricesranging from $0.10 to $0.25 per share, for total proceeds of $2,150,100.

TheCompany sold 7,200,000 shares of restricted Common Stock to 45 shareholders at $0.10 per share for $720,000, 4,675,500 shares of restrictedCommon Stock to 42 shareholders at $0.20 per share for $935,100, and 1,980,000 shares of restricted Common Stock to 30 shareholders at$0.25 per share for $495,000.

NOTE3 - INCOME TAXES

TheCompany had no income tax expense for the period December 8, 2021 (inception) to September 30, 2022. A reconciliation of the income taxexpense determined at the statutory income tax rate to the Company’s income taxes is as follows:

Deferredtax assets and liabilities consist of the following:

TheCompany’s wholly owned subsidiary in Taiwan, DFP Holdings Limited (Taiwan) (the “Taiwan Company”), is governed by theincome tax law of Taiwan and is subject to a tax rate of 20%. 

Theprovisions of ASC Topic 740, “Accounting for Income Taxes”, require an assessment of both positive and negative evidencewhen determining whether it is more likely than not that deferred tax assets are recoverable. For the period December 8, 2021 (inception)to September 30, 2022, based on all available objective evidence, including the existence of cumulative losses, the Company determinedthat it was more likely than not that the net deferred tax assets were not fully realizable. Accordingly, the Company established a fullvaluation allowance against its net deferred tax assets. The Company intends to maintain a full valuation allowance on net deferred taxassets until sufficient positive evidence exists to support reversal of the valuation allowance.

TheCompany adopted the provisions of ASC 740, which requires companies to determine whether it is “more likely than not” thata tax position will be sustained upon examination by the appropriate taxing authorities before any tax benefit can be recorded in thefinancial statements. ASC 740 also provides guidance on the recognition, measurement, classification and interest and penalties relatedto uncertain tax positions.

Asof September 30, 2022, no liability for unrecognized tax benefits was required to be recorded or disclosed.

NOTE4 - RELATED PARTY TRANSACTIONS

OnDecember 8, 2021, Mr. Hsu Shou Hung (“Mr. Hsu”), founder of the Company, was appointed Chief Executive Officer, Chief FinancialOfficer, President, Secretary, Treasurer, and sole Director of the Company. Currently, Mr. Hsu is our sole officer and director. As ofSeptember 30, 2022, Mr. Hsu collectively owns 96,260,000 shares, or 45.02%, of the Company’s restricted common stock.

Forthe period from December 8, 2021 (inception) to September 30, 2022, Mr. Hsu had advanced $13,627 to the Company for operations. The advancesare due on demand, are unsecured, and are non-interest bearing.

Mr.Lin Yi Hsiu (“Mr. Jeff Lin”), is Chief Executive Officer, director and a 3.791% shareholder of Leader Capital Holdings Corp.(“LCHC”). LCHC purchased 15,000,000 shares of restricted common stock of the Company for $1,500 and is a 7.01% shareholderin the Company. LCHC , through its wholly owned subsidiary, LOC Weibo Co., Limited (“LOC”) provides IT and maintenance servicesto the Company. In addition, CPN Investment Limited (“CPN”), a company wholly owned by Mr. Jeff Lin, purchased 15,000,000shares of restricted Common Stock of the Company for $1,500, and is a 7.01% shareholder of the Company. Leader Financial Asset ManagementLimited (“LFAML”), another company wholly owned by Mr. Jeff Lin, provides consulting and company secretarial services tothe Company.

Forthe period from December 8, 2021 (inception) to September 30, 2022, the Company incurred fees of $15,336 to LCHC and LFAML, and a consultingfee of $300,000 to LFAML. In addition, during the period from December 8, 2021 (inception) to September 30, 2022, the Company enteredinto two contracts with LCHC for the development of two mobile applications for a total of $900,000. As of September 30, 2022, the Companyhad prepaid LCHC $450,000 for the application development fees. At September 30, 2022, management identified indicators of impairmentfor the prepaid application development fees, including the Company’s loss from operations and use of cash in operating activities.Management determined these indicators show that it was more likely than not that the application developments would not be utilizedas originally intended and the carrying amount of the prepaid application development fees might not be recoverable. As a result, managementperformed an impairment analysis that resulted in the recognition of an impairment loss of $450,000 during the during the period fromDecember 8, 2021 (inception) to September 30, 2022.

NOTE5 - SUBSEQUENT EVENTS

Duringthe three months ended December 31, 2022, the Company prepaid another $450,000 for the application development fees to LCHC that wereimpaired as of December 31, 2022.

InFebruary 2023, the Company paid LCHC a consulting fee of $200,000.