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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 WASHINGTON,
DC 20549

 FORM

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended September 30, 2023

 or

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from ______________ to ______________

 Commission
File Number: 333-169805

 KUN

 (Exact
name of issuer as specified in its charter)

 Nevada

 32-0538640

 (State
 or other jurisdiction of

 (I.R.S.
 employer

 incorporation
 or organization)

 identification
 number)

 1F,
 Building 3, No 1001 Huihe South Street
 Banbidian Village

 Gaobeidian
 Town, Chaoyang District
 Beijing, PRC

 100025

 (Address
 of principal executive offices)

 (Zip
 Code)

 Registrant's
telephone number, including area code + 86 - 10-87227012

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

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 N/A

 N/A

 N/A

 Securities
registered pursuant to Section 12(g) of the Act: None.

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (Sec. 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit such files). Yes No

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

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 Growth Company

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

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. Yes No

 If securities are registered pursuant to Section 12(b) of the Act, indicate by check
mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued
financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

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

 The
aggregate market value of the 112,215,560 shares of common stock held by non-affiliates of the registrant as of March 31, 2023 (the last
business day of the registrant's most recently completed second fiscal quarter) was $ 32,127,315 based on the last sale price of
the registrant's common stock on such date of $0.2863 per share on the OTC Market. Shares of the registrant's common stock
held by each executive officer and director and by each person who holds 10% or more of the outstanding common stock have been excluded
in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination
for other purposes.

 As
of January 10, 2024, the registrant had 400,000,000 shares of common stock, par value $0.0001 per share, issued and outstanding.

 TABLE
OF CONTENTS

 TO
ANNUAL REPORT ON FORM 10-K

 FOR
THE YEAR ENDED SEPTEMBER 30, 2023

 Page

 ITEM 1. BUSINESS

 ITEM 1A. RISK FACTORS

 ITEM 1B. UNRESOLVED STAFF COMMENTS

 ITEM 2. PROPERTIES

 ITEM 3. LEGAL PROCEEDINGS

 ITEM 4. MINE SAFETY DISCLOSURES

 ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES

 ITEM 6. RESERVED

 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 ITEM 9A. CONTROLS AND PROCEDURES

 ITEM 9B. OTHER INFORMATION

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 ITEM 11. EXECUTIVE COMPENSATION

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This
report, including, without limitation, statements under the sections entitled "Business," "Risk Factors," and
"Management's Discussion and Analysis of Financial Condition and Results of Operations," includes forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 (the "Securities Act") and Section 21E of the Securities
Exchange Act of 1934 (the "Exchange Act"). These statements involve known and unknown risks, uncertainties, and other factors
which may cause our actual results, performance, or achievements to be materially different from any historical results and future results,
performances, or achievements expressed or implied by the forward-looking statements. These risks and uncertainties include, but are
not limited to, the following factors:

 Our
 independent registered auditors have expressed substantial doubt about our ability to continue as a going concern.

 We
 may continue to incur losses in the future and may not be able to return to profitability, which may cause the market price of our
 shares to decline.

 Our
 business plan is based on a relatively new model that may not be successful and we may not successfully implement our business strategies.

 Forward-looking
statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties.
Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements
represent our estimates and assumptions only as of the date of this report. You should read this report and the documents that we reference
and filed as exhibits to the report completely and with the understanding that our actual future results may be materially different
from what we expect. Except as required by law, we assume no obligation to update any forward-looking statements publicly, or to update
the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information
becomes available in the future.

 USE
OF CERTAIN DEFINED TERMS

 Unless
the context otherwise requires and, for the purposes of this report only, references to:

 "China"
 and "the PRC" are to the People's Republic of China;

 "Company"
 or "KPIL" are to Kun Peng International Ltd., (formerly CX Network Group, Inc.), a Nevada corporation;

 "Exchange
 Act" are to the U.S. Securities Exchange Act of 1934, as amended;

 "FIE"
 are to a foreign invested enterprise;

 "Guoxin
 Zhengye" are to Guoxin Zhengye Enterprise Management Co., Ltd., a PRC company;

 "Hong
 Kong" are to the Hong Kong Special Administrative Region of the People's Republic of China;

 "KP
 (China)" are to Kun Peng (China) Industrial Development Company Limited, a Hong Kong company that is a holding company and
 a wholly-owned subsidiary of KP International;

 "KP
 (Hong Kong)" are to Kun Peng (Hong Kong) Industrial Development Limited, a Hong Kong company that is a holding company and
 a wholly-owned subsidiary of KP International;

 "KP
 International" are to Kun Peng International Holding Limited, a British Virgin Islands company that is a holding company and
 a wholly-owned subsidiary of the Company;

 "KP
 Tian Yu" and "WFOE" are to Kun Peng Tian Yu Health Technology (Tianjin) Co. Ltd., a PRC company that is a holding
 company and a wholly-owned subsidiary of KP (Hong Kong); it has been a wholly foreign-owned enterprise since March 3, 2023;

 "King
 Eagle (Beijing)" are to King Eagle (Beijing) Technology Co., a PRC company and a wholly- owned subsidiary of King Eagle VIE;

 "King
 Eagle (China)" are to King Eagle (China) Co., Ltd., a PRC company that is majority-owned by KP Tian Yu;

 "King
 Eagle (Huai'an)" are to King Eagle (Huai'an) Health Management Co., Ltd., a PRC company that is 95% owned by King
 Eagle VIE;

 "King
 Eagle (Tianjin)" and "King Eagle VIE" are to King Eagle (Tianjin) Technology Co., Ltd., a PRC company and a variable
 interest entity;

 "Kun
 Zhi Jian (Huai'an)" are to Kun Zhi Jian (Huai'an) Technology Co., Ltd.,
 a PRC company and a wholly-owned subsidiary of King Eagle VIE;

 "member(s)"
 are to customers who have opened an account with King Eagle VIE so as to make purchases on one of its e-commerce platforms;

 "MOFCOM"
 are to the Ministry of Commerce of the People's Republic of China;

 "NDRC"
 are to the National Development and Reform Commission of the People's Republic of China;

 "Renminbi"
 and "RMB" are to the legal currency of China;

 "SAFE"
 are to the State Administration of Foreign Exchange of the People's Republic of China;

 "SEC"
 are to the U.S. Securities and Exchange Commission;

 "Securities
 Act" are to the U.S. Securities Act of 1933, as amended;

 "U.S.
 dollars," "dollars," and "$" are to the legal currency of the United States;

 "VIE
 Agreements" are to the agreements entered into by and between King Eagle (China) and King Eagle (Tianjin) to qualify King Eagle
 (Tianjin) as a variable interest entity, specifically, the Consulting Service Agreement, the Business Operation Agreement, the Proxy
 Agreement, the Equity Disposal Agreement, and the Equity Pledge Agreement;

 "we,"
 "us," "our," "KPIL," "the Company," and "our Company" are to the combined
 business of Kun Peng International Ltd. (formerly CX Network Group, Inc.), a Nevada corporation, and its subsidiaries and other consolidated
 entities;

 "WFOE"
 are to King Eagle (China), our wholly foreign owned enterprise until March 3, 2023, and KP Tian Yu, our wholly foreign owned enterprise
 since March 3, 2023.

 Part
I

 ITEM
1. BUSINESS

 Regulatory
Overview - Legal and Operational Risks

 The
Company is not a Chinese operating company but rather a Nevada holding company with no operations of its own. It conducts its operations
through its PRC subsidiary, King Eagle (China), which conducts its operations through contractual agreements with a variable interest
entity ("VIE"), King Eagle (Tianjin), and its subsidiaries, King Eagle (Beijing), Kun Zhi Jian (Huai'an), and King
Eagle (Huai'an), as discussed in greater detail below. See "- Corporate History and Structure - Contractual Arrangements,"
below.

 The
VIE structure involves unique risks to shareholders and investors. It is used to provide investors with contractual exposure to foreign
investment in China-based companies where Chinese law prohibits or restricts direct foreign investment in the operating companies. Due
to PRC legal restrictions on foreign ownership in certain businesses, we do not have any equity ownership of the VIE or its subsidiaries;
instead, we receive the economic benefits of the VIE's business operations through certain contractual arrangements.

 As
a result of such series of contractual arrangements, King Eagle (China) is the primary beneficiary of the VIE for accounting purposes
and the VIE is a PRC consolidated entity under U.S. GAAP. The Company consolidates the financial results of the VIE and its subsidiaries
in its consolidated financial statements in accordance with U.S. GAAP. Neither the Company nor its investors own any equity interest
in, have direct foreign investment in, or control through any such ownership of or investment in the VIE. As a result, investors in the
Company's common stock are not purchasing an equity interest in the VIE or in its subsidiaries, but instead are purchasing an equity
interest in KPIL, the Nevada holding company. These contractual arrangements have not been tested in a court of law in the PRC. Moreover,
the binding rights over the VIE's subsidiaries in the contractual arrangements between King Eagle (China) and King Eagle (Tianjin)
are implicit and indirect and the company laws and regulations in the PRC governing the business operations of the VIE's subsidiaries
are uncertain.

 Risks
Related to our VIE Structure

 PRC
 laws and regulations prohibit or restrict foreign ownership of companies that operate Internet information and content, value added
 telecommunications, and certain other businesses in which we are engaged or could be deemed to be engaged. Consequently, our operations
 and business in the PRC are conducted through contractual arrangements ("VIE Agreements") with King Eagle VIE. If the
 Chinese government should disallow or limit the use of the VIE, it could materially and adversely affect our business, which could
 result in your shares significantly declining in value or becoming worthless. See "Item 1A. Risk Factors - Risks Related to
 our Commercial Relationship with our VIE - PRC laws and regulations governing our business and the validity of certain of our contractual
 arrangements are uncertain. If we are found to be in violation of such PRC laws and regulations, our business may be negatively affected,
 and we may be forced to relinquish our interests in those operations" on page 38.

 Although
 we have been advised by our PRC counsel that the ownership structures of our PRC subsidiary and King Eagle VIE in China do not violate
 any applicable PRC law, regulation, or rule currently in effect and that the VIE Agreements are valid, binding, and enforceable in
 accordance with their terms and applicable PRC laws and regulations currently in effect, but that such ownership structures have
 not been tested in court, KPIL faces uncertainty with respect to future actions by the PRC government that could significantly affect
 the enforceability of the VIE Agreements, King Eagle VIE's financial performance, and the value of a shareholder's KPIL
 shares. See "Item 1A. Risk Factors - Risks Related to our Commercial Relationship with our VIE - We conduct substantially all
 of our operations in China through our PRC subsidiary, King Eagle (China) and our VIE, with which King Eagle (China) maintains contractual
 arrangements. There are risks associated with this structure as the PRC has not yet ruled on its legality" on page 39.

 Although
 the PRC's Ministry of Commerce and its National Development and Reform Commission have announced new edicts regarding the use
 of VIEs for new overseas offerings, they have indicated that such new requirements will not affect the foreign ownership of companies
 already listed overseas. Nonetheless, there can be no assurance that such new rules and regulations will not be applied retroactively
 which may have a substantial negative impact on KPIL's business and consequently on the value of KPIL's securities. See
 "Item 1A. Risk Factors - Risks Related to our Commercial Relationship with our VIE - PRC laws and regulations governing our
 business and the validity of certain of our contractual arrangements are uncertain. If we are found to be in violation of such PRC
 laws and regulations, our business may be negatively affected and we may be forced to relinquish our interests in those operations"
 on page 38.

 On
 March 15, 2019, the National People's Congress promulgated the Foreign Investment Law, which took effect on January 1, 2020.
 Since it is relatively new, substantial uncertainties exist in relation to its interpretation and implementation including future
 laws, administrative regulations, or provisions of the State Council to provide for contractual arrangements as a form of foreign
 investment. Therefore, it is uncertain whether our contractual arrangements would be deemed to be in violation of the market access
 requirements for foreign investment in the PRC, and if they are deemed to be in violation, how our contractual arrangements should
 be dealt with. See "Item 1A. Risks Factors - Risks Related to Our VIE Structure - Our current corporate structure and business
 operations may be substantially affected by the newly enacted Foreign Investment Law" on page 40.

 Neither
 the Company nor its shareholders have a direct equity ownership interest in King Eagle VIE. The Company's relationship to the
 VIE is defined by the VIE Agreements. Therefore, should the Chinese government disallow or limit the use of the VIE, it could result
 in your shares significantly declining in value or becoming worthless. See "Item 1A. Risk Factors - Risks Related to our Commercial
 Relationship with our VIE - We conduct substantially all of our operations in China through our PRC subsidiary, King Eagle (China)
 and our VIE, with which King Eagle (China) maintains contractual arrangements. There are risks associated with this structure as
 the PRC has not yet ruled on its legality" on page 39.

 For
additional risks related to our VIE structure, see "Item 1A. Risk Factors - Risks Related to our Commercial Relationship with our
VIE" starting on page 38.

 Risks
Related to Doing Business in China

 The
 Chinese government may choose to exercise significant oversight and discretion over the conduct of our business operations in China
 and may intervene in or influence our operations at any time, which could result in a material change in our and our VIE's
 operations and/or the value of your shares. See "Item 1A. Risk Factors - Risks Related to Doing Business in China - The Chinese
 government may choose to exercise significant oversight and discretion over the conduct of our and our VIE's business operations
 in China" on page 43.

 Regulatory
 authorities in China have recently implemented regulations concerning privacy and data protection and more stringent laws and regulations
 may be introduced in China. The PRC Cybersecurity Law provides that personal information and important data collected and generated
 by operators of critical information infrastructure in the course of their operations in the PRC should be stored in the PRC, and
 the law imposes heightened regulation and additional security obligations on operators of critical information infrastructure. The
 Measures for Cybersecurity Review (2021) stipulate that operators of critical information infrastructure purchasing network products
 and services and online platform operators (together with the operators of critical information infrastructure, the "Operators")
 carrying out data processing activities that affect or may affect national security shall conduct a cybersecurity review, and any
 online platform operator who controls more than one million users' personal information must go through a cybersecurity review
 by the cybersecurity review office if it seeks to be listed in a foreign country. We do not believe that our Company constitutes
 an Operator pursuant to the Cybersecurity Review (2021) that became effective in February 2022 nor do we control more than one million
 users' personal information. However, the interpretation and application of consumer and data protection laws in China are
 often uncertain, in flux, and complicated, including differentiated requirements for different groups of people or different types
 of data, and there can be no assurance that in the future our operations may not be subject to these regulations which could have
 a significant material impact on our financial performance and the value of our securities. See "Item 1A. Risk Factors - Risks
 Related to Doing Business in China - Our business is subject to complex and evolving laws and regulations regarding privacy and data
 protection" on page 41.

 The
 Company relies on dividends and other distributions on equity paid by our subsidiaries to fund our cash and financing requirements,
 and any limitation on the ability of our subsidiaries to make payments to us could have a material adverse effect on our financial
 position. King Eagle (China) and it's VIE's ability to distribute dividends is based upon their distributable earnings.
 Current PRC regulations permit our PRC subsidiaries to pay dividends to their shareholders only out of their accumulated profits,
 if any, determined in accordance with PRC accounting standards and regulations. In addition, our PRC subsidiaries are required to
 set aside at least 10% of their after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of
 their registered capital. This reserve is not distributable as cash dividends. To the extent that cash derived from our VIE's
 businesses is in the PRC or Hong Kong, or in a PRC or Hong Kong entity, the funds may not be available to fund operations or for
 other use outside of the PRC or Hong Kong due to interventions in or the imposition of restrictions and limitations by the PRC government
 on the ability of our PRC or Hong Kong subsidiaries, or of our VIE, to transfer cash. The inability of our Hong Kong or PRC subsidiaries
 to pay dividends, for whatever reason, could have a material adverse effect on our financial position and, in turn, on the value
 of our common stock. See "Item 1A. Risk Factors - Risks Related to our Business in China - Restrictions under PRC law on our
 subsidiaries' ability to make dividend payments and other distributions could materially and adversely affect our ability to
 grow, make investments or acquisitions that could benefit our business, pay dividends to you, and otherwise fund and conduct our
 business" on page 52.

 To
 address persistent capital outflows and the RMB's depreciation against the U.S. dollar in the fourth quarter of 2016, the People's
 Bank of China and the State Administration of Foreign Exchange, or SAFE, implemented a series of capital control measures in the
 subsequent months, including stricter vetting procedures for China-based companies to remit foreign currency for overseas acquisitions,
 dividend payments, and shareholder loan repayments. The PRC government may continue to strengthen its capital controls and our PRC
 subsidiaries' dividend payments and other distributions may be subject to tightened scrutiny in the future. The PRC government
 also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. Therefore,
 King Eagle (China) and our VIE may experience difficulties in completing the administrative procedures necessary to obtain and remit
 foreign currency for the payment of dividends from their profits, if any. Furthermore, if our PRC subsidiaries incur debt on their
 own in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments. See "Item
 1A. Risk Factors - Risks Related to Our Business - We will rely on dividends and other distributions on equity paid by our subsidiaries
 to fund our cash and financing requirements, and any limitation on the ability of our subsidiaries to make payments to us could have
 a material adverse effect on our ability to conduct our business" on page 37.

 In
 addition, the Enterprise Income Tax Law and its implementation rules provide that a withholding tax at a rate of 10% will be applicable
 to dividends payable by Chinese companies to non-PRC-resident enterprises unless reduced under treaties or arrangements between the
 PRC central government and the governments of other countries or regions where the non-PRC resident enterprises are tax resident.
 Pursuant to the tax agreement between Mainland China and the Hong Kong Special Administrative Region, the withholding tax rate with
 respect to the payment of dividends by a PRC enterprise to a Hong Kong enterprise may be reduced to 5% from the standard rate of
 10%. However, if the relevant tax authorities determine that our transactions or arrangements are for the primary purpose of enjoying
 a favorable tax treatment, the relevant tax authorities may adjust the favorable withholding tax in the future. Accordingly, there
 is no assurance that the reduced 5% withholding rate will apply to dividends received by our Hong Kong subsidiary from our PRC subsidiaries.
 This withholding tax will reduce the amount of dividends we may receive from our PRC subsidiaries. See "Item 1A. Risk Factors
 - Risks Related to Doing Business in China - Under the Enterprise Income Tax Law, we may be classified as a "resident enterprise"
 of China. Such classification will likely result in unfavorable tax consequences to us and our non-PRC stockholders" on page
 53.

 A
 downturn in the Chinese or global economy or a change in economic and political policies of China could materially and adversely
 affect our VIE's business and financial condition. Any deterioration in our VIE's business could have a negative impact
 on the Company's financial position and, in turn, on the value of its common stock. See "Item 1A. Risk Factors - Risks
 Related to Doing Business in China - A downturn in the Chinese or global economy, or a change in economic and political policies
 of China, could materially and adversely affect our VIE's business and financial condition" on page 51.

 Our
 business operations are conducted in China through our VIE and its subsidiaries. If we should become subject to the recent scrutiny,
 criticism, and negative publicity involving U.S. listed China-based companies, we may have to expend significant resources to investigate
 and/or defend negative allegations. If such allegations cannot be addressed and resolved favorably, it could result in a material
 change in the business operations of our PRC subsidiaries, significantly limit our ability to obtain financing through the sale of
 additional securities, and cause our securities to significantly decline in value or be worthless. See "Item 1A. Risk Factors
 - Risks Related to Doing Business in China - If we become directly subject to the recent scrutiny, criticism and negative publicity
 involving U.S.-listed Chinese companies, we may have to expend significant resources to investigate and resolve the matter, which
 could harm our business operations, stock price, and reputation and could result in a loss of your investment in our stock, especially
 if such matter cannot be addressed and resolved favorably" on page 56.

 There
 are political risks associated with conducting business in Hong Kong and China. See "Item 1A. Risk Factors - Risks Related
 to Doing Business in China - There are political risks associated with conducting business in China" on page 51.

 Although
 our current independent registered public accounting firm is headquartered in Kuala Lumpur, Malaysia and, therefore, we believe that
 its work papers are available for inspection by the PCAOB, our common stock could, in the future, be delisted under the Holding Foreign
 Companies Accountable Act, as amended by the Consolidated Appropriations Act, 2023 and related regulations, if the PCAOB is unable
 to inspect our auditors in the future. The delisting of our common stock, or the threat of its being delisted, may materially and
 adversely affect the value of your investment. See "Item 1A. Risk Factors - Risks Related to Doing Business in China - To the
 extent that our independent registered public accounting firm's audit documentation related to their audit reports for the
 Company may, in the future, be located in China or in Hong Kong, our securities could be delisted and prohibited from trading on
 a U.S. exchange" on page 50.

 Implications
of Being a Holding Company - Transfers of Cash to and from Our Subsidiaries

 As
a holding company, we will rely on dividends and other distributions on equity paid by our subsidiaries for our cash and financing requirements.
Neither the Company nor any of its subsidiaries maintain cash management policies or procedures that dictate how funds are transferred.
The Company is permitted under the laws of the State of Nevada and its articles of incorporation (as amended from time to time) to provide
funding to its subsidiaries through loans or capital contributions. Our subsidiaries are permitted under the respective laws of China
and Hong Kong to provide funding to us through dividends without restrictions on the amount of the funds, other than as limited by the
amount of their distributable earnings. However, to the extent that cash is in our PRC or Hong Kong subsidiaries, there is a possibility
that the funds may not be available to fund our operations or for other uses outside of the PRC or Hong Kong due to interventions or
the imposition of restrictions and limitations by the PRC or the Hong Kong government on their ability to transfer cash. In addition,
if any of our subsidiaries incur debt on their own behalf in the future, the instruments governing such debt may restrict their ability
to pay dividends to us.

 As
of the date of this Annual Report, our subsidiaries have not experienced any difficulties or limitations on their ability to transfer
cash between each other nor do they maintain cash management policies or procedures dictating the amount of such funding or how funds
are transferred. None of our subsidiaries has paid any dividends or other distributions or transferred assets to the Company as of the
date of this Annual Report. In the future, cash proceeds raised from overseas financing activities may be transferred by the Company
to its subsidiaries via capital contribution or shareholder loans, as the case may be. As of the date of this Annual Report, the Company
has not made any transfers, paid any dividends, or made any distributions to U.S. investors. None of the Company, our subsidiaries, or
our VIE has any plan to distribute earnings or settle amounts owed under the VIE Agreements in the foreseeable future. We intend to retain
all available funds and future earnings, if any, for the operation of our VIE's business.

 See
"Item 1A. Risk Factors - Risks Related to Doing Business in China - Restrictions under PRC law on our subsidiaries' ability
to make dividend payments and other distributions could materially and adversely affect our ability to grow, make investments or acquisitions
that could benefit our business, pay dividends to you, and otherwise fund and conduct our business" on page 52.

 Corporate
History and Structure

 Kun
Peng International Ltd. (formerly known as CX Network Group, Inc.)

 The
Company was incorporated in the State of Florida on September 3, 2010, under the name of "mLight Tech, Inc." ("MLGT").
On July 11, 2017, MLGT merged with and into CX Network Group, Inc. ("CXKJ"), a company incorporated in Nevada on July 25,
2005, with CXKJ as the surviving corporation pursuant to an agreement and plan of merger (the "Merger Agreement") dated July
3, 2017.

to the Merger Agreement, immediately after the effective time of the Merger, the Company's corporate existence is governed by the
laws of the State of Nevada and the Articles of Incorporation and bylaws of the Company (the "Domicile Change"), its name
was changed to CX Network Group, Inc. (the "Name Change"), and each outstanding share of MLGT's common stock, par value
$0.0001 per share, was converted into 0.0667 outstanding share of common stock of CXKJ, par value $0.0001 per share, at a one-for-fifteen
reverse split ratio (the "Reverse Stock Split") which resulted in reclassification of capital from par value to capital in
excess of par value. Immediately prior to the effectiveness of the Reverse Stock Split, we had 217,300,000 shares of common stock of
MLGT issued and outstanding. Immediately upon the effectiveness of the Reverse Stock Split, we had 14,486,670 shares of common stock
of CXKJ issued and outstanding.

 The
Name Change, the Domicile Change, and the Reverse Stock Split were effective as of July 11, 2017. Subsequently, the Company's trading
symbol for its common stock was changed to "CXKJ."

 On
March 20, 2018, CXKJ, Chuangxiang Holdings Inc., a company incorporated on February 4, 2016 under the laws of the Cayman Islands ("CX
Cayman"), Continent Investment Management Limited, a British Virgin Islands company ("Continent"), and Golden Fish
Capital Investment Limited, a British Virgin Islands company ("Golden Fish," and, together with "Continent,"
the "CX Cayman Stockholders") entered into a share exchange agreement (the "Share Exchange Agreement"), pursuant
to which CXKJ acquired 100% of the issued and outstanding equity securities of CX Cayman in exchange for 5,350,000 shares of common stock,
par value $0.0001 per share, of CXKJ (the "Share Exchange"). As a result of the Share Exchange, CX Cayman became the Company's
wholly owned subsidiary.

 Immediately
prior to the Share Exchange, we were a shell company with no significant assets or operations. As a result of the Share Exchange, we
operated through our PRC affiliated entity, namely Chuangxiang Network Technology (Shenzhen) Limited, located in Shenzhen, China, ("CX
Network"). CX Network's business focused on the development and operation of online dating and mobile gaming products either
developed and operated by it, developed by it but co-operated by third parties, or developed by third parties but co-operated by it.

 On
March 30, 2021, certain of our shareholders (the "Sellers") and a certain investor (the "Purchaser") entered
into a Stock Purchase Agreement (the "SPA"), pursuant to which the Purchaser acquired 16,683,334 shares of common stock,
par value $0.0001 per share, of the Company for an aggregate purchase price of $255,000, subject to satisfaction or waiver of the closing
conditions set forth in the SPA.

 In
connection with the SPA, on the same day, we entered into a spin-off agreement (the "Spin-Off Agreement") with CX Cayman
(the "Spin-Off Subsidiary") and Continent Investment Management Limited and Golden Fish Capital Investment Limited, (together,
the "Spin-Off Subsidiary Buyers"). Pursuant to the Spin-Off Agreement, the Spin-Off Subsidiary Buyers received all of the
issued and outstanding capital stock of the Spin-Off Subsidiary for an aggregate purchase price of $1. As a result, the Spin-Off Subsidiary
Buyers became the sole equity owners of the Spin-Off Subsidiary and the Company has no further interest in the Spin-Off Subsidiary.

 On
May 17, 2021, we entered into a Share Cancellation Agreement with a stockholder, Wenhai Xia, to cancel an aggregate of 15,535,309 shares
of the Company's common stock owned by the stockholder.

 On
May 17, 2021, we entered into a Share Exchange Agreement with Kun Peng International Holding Limited ("KP International Holding")
and the holders of all of the outstanding capital stock of KP International Holding. Pursuant to the Share Exchange Agreement, we acquired
100% of the outstanding capital stock of KP International Holding and, in exchange, we issued to the five former shareholders of KP International
Holding an aggregate of 34,158,391 shares of the Company's common stock. As a result of the share exchange (the "2021 Share
Exchange"), on May 17, 2021, KP International Holding became our wholly owned subsidiary and the former shareholders of KP International
Holding became the holders of approximately 85% of our issued and outstanding capital stock on a fully diluted basis. For accounting
purposes, the transaction with KP International Holding was treated as a reverse acquisition, with KP International Holding as the acquirer
and the Company as the acquired party. Unless the context suggests otherwise, when we refer in this report to business and financial
information for periods prior to the consummation of the reverse acquisition, we are referring to the business and financial information
of KP International Holding and its subsidiaries and consolidated entities. As a result of the reverse acquisition, the Company is engaged
in the sale of health care products and services through its online platform in the PRC.

October 12, 2022, we increased our authorized common stock from 200,000,000 shares, par value $0.0001, to 1,000,000,000 shares, par value
$0.0001, and on October 18, 2022, we effected a 10:1 forward stock split after which we have 400,000,000 shares of common stock issued
and outstanding.

 On
November 8, 2022, the Company changed its name from CX Network Group, Inc. to Kun Peng International Ltd. and its trading symbol was
changed to "KPEA."

 On
November 11, 2022, the Company received an electronic notice that OTC Markets had approved its application for uplisting from OTC Pink
to the OTCQB Venture Market (OTCQB). The Company's securities commenced trading on the OTCQB at the market open on November 14,
2022. The Company's shares trade on the OTCQB under the current ticker symbol, "KPEA."

 Kun
Peng International Holding Limited

 KP
International Holding was incorporated in the British Virgin Islands on April 20, 2021. On May 3, 2021, KP International Holding purchased
all of the issued and outstanding equity securities of Kun Peng (China) Industrial Development Company Limited, incorporated in Hong
Kong on August 11, 2017, for an aggregate cash consideration of $0.129 (HK$1). After the ownership transfer, KP International Holding
became the sole shareholder of KP (China). KP International Holding is a holding company.

 Kun
Peng (China) Industrial Development Company Limited

 Kun
Peng (China) Industrial Development Company Limited ("KP (China)") was incorporated as a limited liability company in Hong
Kong under the name of Jing Jin Ji Investment Group Co., Limited ("Jing Jin Ji") on August 11, 2017. The share capital of
the company is 10,000 ordinary shares at $1,292 (HK$10,000) and, prior to its acquisition by KP International Holding, it was wholly
owned by an individual. On November 9, 2018, Jing Jin Ji changed its name to Kun Peng (China) Industrial Development Company Limited
and it filed a Certificate of Change of Name with the Hong Kong Company Registry on the same day. Although it was incorporated in 2017,
it did not commence operations until July 2020 as it focused on exploring business opportunities in its initial phase and on developing
our online mobile application, King Eagle Mall, through its subsidiary, King Eagle (China) Co., Ltd. It became a wholly-owned subsidiary
of KP International Holding on May 3, 2021.

 On
August 24, 2023, we filed an application with the Companies Registry of Hong Kong for deregistration and dissolution of KP (China). We
expect that the company will be dissolved by the end of January 2024.

 Kun
Peng (Hong Kong) Industrial Development Limited

 Kun
Peng (Hong Kong) Industrial Development Limited ("KP (Hong Kong)") was incorporated as a limited liability company in Hong
Kong on June 21, 2021 with a share capital of one ordinary share at approximately $0.13 (HK$1). KP (Hong Kong) is a holding company,
is wholly owned by Kun Peng International Holding, and is the sole shareholder of Kun Peng Tian Yu Health Technology (Tianjin) Co., Ltd.
It also owns 49% of King Eagle (China) Co., Ltd.

 Kun
Peng Tian Yu Health Technology (Tianjin) Co., Ltd.

 Kun
Peng Tian Yu Health Technology (Tianjin) Co., Ltd. ("KP Tian Yu") was established as a wholly-owned subsidiary of KP (Hong
Kong) on August 10, 2021 under the laws of the People's Republic of China. with a registered capital of approximately $0.7 million
(RMB5,000,000). As of March 3, 2023, it is the owner of 51% of the outstanding shares of King Eagle (China) Co., Ltd.

 King
Eagle (China) Co., Ltd.

 King
Eagle (China) Co., Ltd. ("King Eagle (China)") was incorporated as a limited liability company in the People's Republic
of China on March 20, 2019, with a registered capital of approximately $15 million (RMB100 million). King Eagle (China) was a wholly
owned subsidiary of KP (China) at the time of establishment. On November 2, 2020, KP (China) transferred a 15% interest, approximately
$2.2 million (RMB 15 million), to Guoxin Ruilian Group Co., Ltd., a limited liability company incorporated in Beijing, PRC.

 On
March 26, 2021, Guoxin Ruilian Group Co., Ltd. entered into equity transfer agreements with KP (China) and Guoxin Zhengye. Both Guoxin
Ruilian Group Co., Ltd. and Guoxin Zhengye are wholly owned by a common shareholder, Guoxin United Holdings Group Co., Ltd. Under the
equity transfer agreements, Guoxin Ruilian Group Co., Ltd. agreed to transfer an 8% ownership interest in King Eagle (China) to Guoxin
Zhengye and its remaining 7% ownership in King Eagle (China) to KP (China) on April 20, 2021. After the transfer, KP (China) and Guoxin
Zhengye became the 92% and 8% shareholders of King Eagle (China), respectively. Guoxin Zhengye agreed to transfer its 8% ownership interest
in King Eagle (China) to KP (China) on August 26, 2022. As a result of the transfer, KP (China) became the sole shareholder of King Eagle
(China) and King Eagle (China) became a wholly foreign-owned enterprise (WFOE).

 On
November 1, 2022, KP (China) entered into ownership transfer agreements with KP (Hong Kong) and KP Tian Yu, pursuant to which KP (China)
transferred 49% and 51% of its ownership in King Eagle (China) to KP (Hong Kong) and KP Tian Yu, respectively. The ownership transfer
was completed on March 3, 2023, after which time King Eagle (China) is no longer a WFOE.

 King
Eagle (Tianjin) Technology Co., Ltd.

 King
Eagle (Tianjin) Technology Co., Ltd. ("King Eagle VIE") was incorporated as a limited liability company in Tianjin Pilot
Free Trade Zone in the People's Republic of China on September 2, 2020, with a registered capital of approximately $1.5 million
(RMB 10 million). We do not own any of the equity of King Eagle VIE. It is owned by multiple individuals: Chengyuan Li (approximately
45.5%), Xiujin Wang (approximately 10.5%), Yuanyuan Zhang (approximately 10%), Jinjing Zhang, Wanfeng Hu, Cuilian Liu, and Zhizhong Wang
(each of whom owns approximately 6%), Zhandong Fan, and Hui Teng (each of whom owns approximately 5%). Those shareholders also indirectly
owned KP International Holding prior to its acquisition by the Company through two British Virgin Islands entities: Kunpeng Tech Limited
and Kunpeng TJ Limited. Additionally, Chengyuan Li is a director and Yuanyuan Zhang is Chief Financial Officer of the Company.

 Some
of the business engaged in by King Eagle VIE is restricted or prohibited for foreign investment under PRC regulations. Therefore, King
Eagle (China) entered into VIE Agreements with King Eagle VIE and its shareholders. Although we do not own any equity interests in King
Eagle VIE, we control and receive the economic benefits of its business operations through the VIE Agreements. The VIE Agreements enable
us to provide King Eagle VIE with consulting services on an exclusive basis, in exchange for all of its annual profits, if any. In addition,
we are able to appoint its senior executives and approve all matters requiring approval of its shareholders. The VIE Agreements are comprised
of a Consulting Service Agreement, Business Operation Agreement, Proxy Agreement, Equity Disposal Agreement, and Equity Pledge Agreement,
which are described in further detail under "Contractual Arrangements," below.

 We
believe that the VIE Agreements are not subject to any government approval under current Chinese laws and regulations. The shareholders
of King Eagle VIE were required to register with SAFE when they established offshore vehicles to hold KP International Holding; such
SAFE registration was effected on May 14, 2021. The shareholders of King Eagle VIE have registered their equity pledge arrangement as
required under the Equity Pledge Agreement with King Eagle (China). Moreover, the binding rights over the VIE's subsidiaries in the VIE Agreements between King Eagle (China) and
King Eagle (Tianjin) are implicit and indirect and the company laws and regulations in the PRC governing the business operations of the
VIE's subsidiaries are uncertain. The Company faces uncertainty with respect to future actions by the
PRC government that could significantly affect King Eagle VIE's financial performance and the enforceability of the VIE Agreements.
See "Contractual Arrangements, " below.

 King
Eagle VIE owns 100% of the outstanding shares of King Eagle (Beijing) and Kun Zhi Jian (Huai'an) and 95% of the outstanding shares
of King Eagle (Huai'an).

 King
Eagle (Beijing) Technology Co., Ltd.

 King
Eagle (Beijing) Technology Co., Ltd. ("King Eagle (Beijing)") was established under the laws of the People's Republic
of China on December 1, 2022 with a registered capital of approximately $0.7 million (RMB5 million). It is a wholly-owned subsidiary
of King Eagle VIE. King Eagle (Beijing) commenced its operation of our new online platform called "Kun Zhi Jian" in January
2023. This platform became one of the components of the Kun Zhi Jian Mini Program in November 2023. Since then, King Eagle (Beijing)
has focused on the wholesaling of health care related products and dietary supplements.

 Kun
Zhi Jian (Huai'an) Technology Co., Ltd.

 Kun
Zhi Jian (Huai'an) Technology Co., Ltd. ("Kun Zhi Jian (Huai'an)") was established on October 26, 2023
under the laws of the People's Republic of China with a registered capital of approximately $0.14 million (RMB1 million). It is
a wholly-owned subsidiary of King Eagle VIE. Kun Zhi Jian (Huai'an) commenced operations in November 2023 and primarily focuses
on marketing and selling physiotherapy equipment products.

 King
Eagle (Huai'an) Health Management Co., Ltd.

 King
Eagle (Huai'an) Health Management Co., Ltd. ("King Eagle (Huai'an)") was established on September 19, 2023 under
the laws of the People's Republic of China with a registered capital of approximately $0.69 million (RMB5 million). It is owned
95% by King Eagle VIE and 5% by Hu'nan Ant Doctor Health Service Co., Ltd. King Eagle (Huai'an) became fully operational
in October 2023 and focuses on coordinating with local health care service providers to offer health screening and monitoring to the
Company's customers and members.

 The
following diagram illustrates our corporate structure as of the date of this Annual Report:

 (1)

 The
 contractual agreements between King Eagle (China) and King Eagle VIE consist of:

 (1)

 Consulting
 Service Agreement

 (2)

 Operation Agreement

 (3)

 Proxy
 Agreement

 (4)

 Disposal Agreement

 (5)

 Pledge Agreement

 (2)

 Although King Eagle (Huai'an) was formed in September
2023 and Kun Zhi Jian (Huai'an) was formed in October 2023, they did not commence full operations until October and November 2023,
respectively.

 Contractual
Arrangements

 While
we do not have any equity interest in our consolidated affiliated entities, King Eagle VIE and its subsidiaries, we have been and are
expected to continue to be dependent on them to operate our business as long as there is limitation or prohibition in the interpretation
and application by local governments of regulations concerning foreign investments in companies such as our consolidated affiliated entities.
We rely on our consolidated affiliated entities to maintain or renew their respective qualifications, licenses, or permits necessary
for our business in China. We believe that under the VIE Agreements, we have substantial control over our consolidated affiliated entities
and their respective shareholders to renew, revise, or enter into new contractual arrangements prior to the expiration of the current
arrangements on terms that would enable us to continue to operate our business in China after the expiration of the current arrangements,
or pursuant to certain amendments and changes of the current applicable PRC laws, regulations, and rules, on terms that would enable
us to continue to operate our business in China legally. While we currently do not anticipate any changes to PRC laws in the near future
that may impact our ability to carry out our business in China, no assurances can be made in this regard. See "Risk Factors-Risks
Related to Doing Business in China-Changes in China's economic, political, or social conditions or government policies could have
a material adverse effect on our business and operations" and "Risk Factors-Risks Related to Doing Business in China-Uncertainties
with respect to the PRC legal system could limit the legal protections available to you and us." Moreover, the binding rights over the VIE's subsidiaries in the contractual arrangements between King Eagle
(China) and King Eagle (Tianjin) are implicit and indirect and the company laws and regulations in the PRC governing the business operations
of the VIE's subsidiaries are uncertain. For a detailed description of
the risks associated with our corporate structure and the contractual arrangements that support our corporate structure, see "Risk
Factors-Risks Related to Our Commercial Relationship with our VIE."

 The
Company is the primary beneficiary of a variable interest entity ("VIE'), King Eagle (Tianjin) Technology Co., Ltd. Under
U.S. GAAP, the Company is required to consolidate the assets and liabilities of the VIE on its consolidated financial statements. When
we obtain a variable interest in another entity, we assess at the inception of the relationship and upon occurrence of certain significant
events whether the entity is a VIE and, if so, whether we are the primary beneficiary of the VIE based on our power to direct the activities
of the VIE that most significantly impact the VIE's economic performance and our obligation to absorb losses or the right to receive
benefits from the VIE that could potentially be significant to the VIE.

 To
determine whether a variable interest that we hold could potentially be significant to the VIE, we consider both qualitative and quantitative
factors regarding the nature, size and form of our involvement with the VIE. To assess whether we have the power to direct the activities
of a VIE that most significantly impact the VIE's economic performance, we consider all the facts and circumstances, including
our role in establishing the VIE and our ongoing rights and responsibilities. This assessment includes identifying the activities that
most significantly impact the VIE's economic performance and identifying which party, if any, has power over those activities.
In general, the parties that make the most significant decisions affecting the VIE (management and members of the board of directors)
and that have the right to unilaterally remove those decision-makers are deemed to have the power to direct the activities of a VIE.
To assess whether we have the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially
be significant to the VIE, we consider all of our economic interests that are deemed to be variable interests in the VIE. This assessment
requires us to apply judgment in determining whether these interests, in the aggregate, are considered potentially significant to the
VIE.

 There
are uncertainties associated with the VIE structure as the PRC has not yet ruled on its legality nor has the validity of VIE arrangements
been tested in a court of law. Some of these uncertainties are as follows:

 (i)

 Our
 contractual arrangements may not be as effective in providing us with operational control, and shareholders of the VIE may fail to
 perform their obligations under the contractual arrangements.

 (ii)

 We
 may incur substantial costs to enforce the terms of the arrangements with the VIE.

 (iii)

 The
 legality and enforceability of the contractual arrangements by and between King Eagle (China) and the VIE have not been tested in
 a court of law in China.

 (iv)

 The
 equity holders, directors and executive officers of the VIE, as well as our employees who execute other strategic initiatives, may
 have potential conflicts of interest with the Company.

 (v)

 There
 are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations, and rules
 regarding the status of the Company with respect to the contractual arrangements with the VIE.

 (vi)

 It
 is uncertain whether any new PRC laws or regulations relating to VIE structures will be adopted or, if adopted, what they would provide.

 (vii)

 If
 we or our VIE is found to be in violation of any existing or future PRC laws or regulations, or fails to obtain or maintain any of
 the required licenses, permits, registrations, or approvals, the relevant PRC regulatory authorities would have broad discretion
 to take action in dealing with such violations or failures.

 (viii)

 If
 the PRC government finds that the agreements that establish the VIE structure for operating our business do not comply with PRC laws
 and regulations, or if these regulations or their interpretations change in the future, we could be subject to severe penalties or
 be forced to relinquish our interest in those operations.

 On
May 15, 2021, King Eagle (China) and the shareholders of King Eagle VIE entered into a series of contractual agreements for King Eagle
VIE to qualify as a variable interest entity or VIE (the "VIE Agreements"). The VIE Agreements are summarized as follows:

 Consulting
Service Agreement

to the terms of an Exclusive Consulting Service Agreement dated May 15, 2021 between King Eagle (China) and King Eagle VIE (the "Consulting
Service Agreement"), King Eagle (China) is the exclusive consulting service provider to King Eagle VIE to provide business-related
software research and development services; design, installation, and testing services; network equipment support, upgrade, maintenance,
monitoring, and problem-solving services; employee technical training services; technology development and sublicensing services; public
relations services; market investigation, research, and consultation services; short to medium term marketing plan-making services; compliance
consultation services; marketing events and membership related activities organizing services; intellectual property permits; equipment
and rental services; and business-related management consulting services. Pursuant to the Consulting Service Agreement, the service fee
is an amount equal to the excess of King Eagle VIE's profit before tax in the corresponding year over King Eagle VIE's losses,
if any, in the previous year, necessary costs, expenses, taxes, and fees incurred in the corresponding year, and contributions to the
statutory provident fund. King Eagle VIE agreed not to transfer its rights and obligations under the Consulting Service Agreement to
any third party without the prior written consent of King Eagle (China). King Eagle (China) may transfer its rights and obligations under
the Consulting Service Agreement to King Eagle (China)'s affiliates without King Eagle VIE's consent, but King Eagle (China)
must notify King Eagle VIE of such transfer. The Consulting Service Agreement is valid for a term of 10 years subject to any extension
requested by King Eagle (China) unless terminated by King Eagle (China) unilaterally prior to expiration.

 The
foregoing summary of the Consulting Service Agreement does not purport to be complete and is subject to, and qualified in its entirety
by, the Consulting Service Agreement, which was filed as Exhibit 10.1 to our Form 8-K dated May 17, 2021.

Operation Agreement

to the terms of a Business Operation Agreement dated May 15, 2021 among King Eagle (China), King Eagle VIE and the shareholders of King
Eagle VIE (the "Business Operation Agreement"), King Eagle VIE has agreed to subject the operations and management of its
business to the control of King Eagle (China). According to the Business Operation Agreement, King Eagle VIE is not allowed to conduct
any transaction that has a substantial impact upon its operations, assets, rights, obligations, or personnel without King Eagle (China)'s
written approval. The shareholders of King Eagle VIE and King Eagle VIE will take King Eagle (China)'s advice on the appointment
or dismissal of directors, employment of King Eagle VIE's employees, and the regular operation and financial management of King
Eagle VIE. The shareholders of King Eagle VIE have agreed to transfer any dividends, distributions, or any other profits that they receive
as the shareholders of King Eagle VIE to King Eagle (China) without consideration. The Business Operation Agreement is valid for a term
of 10 years or longer upon the request of King Eagle (China) prior to the expiration thereof. The Business Operation Agreement may be
terminated earlier by King Eagle (China) with a 30-day written notice.

 The
foregoing summary of the Business Operation Agreement does not purport to be complete and is subject to, and qualified in its entirety
by, the Business Operation Agreement, which was filed as Exhibit 10.2 to our Form 8-K filed dated May 17, 2021.

 Proxy
Agreement

to the terms of a Proxy Agreement dated May 15, 2021 among King Eagle (China) and the shareholders of King Eagle VIE (the "Proxy
Agreement"), the shareholders of King Eagle VIE have entrusted their voting rights as King Eagle VIE's shareholders to King
Eagle (China) for the longest duration permitted by PRC law. The Proxy Agreement can be terminated by mutual consent of the King Eagle
VIE shareholders (100% of whom must approve) and King Eagle (China) or upon a 30-day notice of King Eagle (China).

 The
foregoing summary of the Proxy Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the Proxy
Agreement, which was filed as Exhibit 10.3 to our Form 8-K dated May 17, 2021.

Disposal Agreement

to the terms of an Equity Disposal Agreement dated May 15, 2021 among King Eagle (China), King Eagle VIE, and the shareholders of King
Eagle VIE (the "Equity Disposal Agreement"), the shareholders of King Eagle VIE granted King Eagle (China) or its designees
an irrevocable and exclusive purchase option (the "Option") to purchase all or part of King Eagle VIE's and its subsidiaries'
equity interests and/or assets at the lowest purchase price permitted by PRC laws and regulations. The Option is exercisable at any time
at King Eagle (China)'s discretion in full or in part, to the extent permitted by PRC law. The shareholders of King Eagle VIE agreed
to give King Eagle (China) the total amount of the exercise price as a gift, or other method, upon King Eagle (China)'s written
consent to transfer the exercise price to King Eagle VIE. The Equity Disposal Agreement is valid for a term of 10 years or longer upon
the request of King Eagle (China).

 The
foregoing summary of the Equity Disposal Agreement does not purport to be complete and is subject to, and qualified in its entirety by,
the Equity Disposal Agreement, which was filed as Exhibit 10.4 to our Form 8-K dated May 17, 2021.

Pledge Agreement

to the terms of an Equity Pledge Agreement dated May 15, 2021 among King Eagle (China) and the shareholders of King Eagle VIE (the "Pledge
Agreement"), the shareholders of King Eagle VIE pledged all of their equity interests in King Eagle VIE, including the proceeds
thereof, to King Eagle (China) to guarantee King Eagle VIE's performance of its obligations under the Business Operation Agreement,
the Consulting Service Agreement and the Equity Disposal Agreement (each, an "Agreement," and collectively, the "Agreements").
If King Eagle VIE or its shareholders breach their respective contractual obligations under any Agreement or cause to occur one of the
events constituting an event of default under any Agreement, King Eagle (China), as pledgee, will be entitled to certain rights, including
the right to dispose of the pledged equity interest in King Eagle VIE. During the term of the Pledge Agreement, the pledged equity interests
cannot be transferred without King Eagle (China)'s prior written consent. The Pledge Agreement is valid until all the obligations
due under the Agreements have been fulfilled.

 The
foregoing summary of the Equity Pledge Agreement does not purport to be complete and is subject to, and qualified in its entirety by,
the Equity Pledge Agreement, which was filed as Exhibit 10.5 to our Form 8-K dated May 17, 2021.

 Cash
Flows

 Our
Company is a holding company, and we will rely on dividends and other distributions on equity paid by our Hong Kong and China subsidiaries
for our cash and financing requirements. Any funds we may transfer to King Eagle (China), either as a loan or as an increase in registered
capital, are subject to approval by or registration with relevant government authorities in China, regardless of the amount of the transfer.
According to the relevant PRC regulations, capital contributions to our PRC subsidiary are subject to the submission of reports of changes
through the enterprise registration system and registration with a local bank authorized by SAFE. In addition, any foreign loan procured
by our PRC subsidiary is required to be registered with SAFE, and such loan is required to be registered with the NDRC. We may not be
able to complete such registrations or obtain necessary approvals on a timely basis with respect to future capital contributions or foreign
loans by us to our PRC subsidiaries. If we fail to complete such registration or other procedures, our ability to maintain our corporate
structure while capitalizing our PRC subsidiaries' operations may be negatively affected, which could adversely affect our liquidity
and our ability to fund and expand our business.

 To
date, substantially all of our sales have been earned by our PRC subsidiary, King Eagle (China), and King Eagle VIE. Neither we nor King
Eagle (China) own any equity interest in King Eagle VIE. In accordance with the terms of the Consulting Service Agreement, King Eagle
(China) is entitled to receive payments from King Eagle VIE in the form of a service fee which, in turn, may be distributed to us as
dividends. As a holding company, we will rely on dividends and other distributions on equity paid by our BVI, Hong Kong, and PRC subsidiaries
for our cash and financing requirements. Our Hong Kong and PRC subsidiaries are permitted under the respective laws of Hong Kong and
China and to provide funding to us through dividends without restrictions on the amount of the funds, other than as limited by the amount
of their distributable earnings. However, to the extent that cash is in our Hong Kong or PRC subsidiaries, there is a possibility that
the funds may not be available to fund our operations or for other uses outside of Hong Kong or the PRC or due to interventions or the
imposition of restrictions and limitations by the PRC or the Hong Kong government on the ability to transfer cash. In addition,
if any of our subsidiaries incurs debt on its own behalf in the future, the instruments governing such debt may restrict their ability
to pay dividends to us.

 After
investors' funds enter the Company, the funds can be directly transferred to KP International in accordance with the laws of the
State of Nevada, which will then directly transfer the funds to KP (Hong Kong). KP Hong Kong can then transfer the funds to KP Tian Yu,
which can then transfer the funds to King Eagle (China). King Eagle (China) can subsequently transfer funds to King Eagle VIE in accordance
with the VIE Agreements.

 If
the Company intends to distribute dividends, King Eagle (China) will transfer funds received as dividends from King Eagle VIE to KP Tian
Yu in accordance with the laws and regulations of China. KP Tian Yu will then transfer the funds to KP Hong Kong in accordance with the
laws of China, KP Hong Kong will transfer the funds to KP International in accordance with the laws of Hong Kong, and KP International
will then transfer the funds to the Company in accordance with the laws of the BVI. The Company will then distribute the dividends to
all of its shareholders respectively in proportion to the shares they hold in accordance with the laws and regulations of the State of
Nevada, regardless of whether the shareholders are U.S. investors or investors in other countries or regions.

 Under
the Companies Ordinance of Hong Kong, dividends may only be paid out of distributable profits (that is, accumulated realized profits
less accumulated realized losses) or other distributable reserves. Dividends cannot be paid out of share capital. There are no restrictions
or limitation under the laws of Hong Kong imposed on the conversion of HK dollars into foreign currencies and the remittance of currencies
out of Hong Kong, nor is there any restriction on foreign exchange to transfer cash between our Company and its subsidiaries, across
borders and to U.S investors, nor on distributing earnings from our Hong Kong subsidiaries' businesses to our Company and U.S.
investors and amounts owed. Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong
in respect of dividends.

 Under
PRC laws, rules, and regulations, our PRC subsidiaries are allowed to pay dividends only out of their accumulated after-tax profits,
if any, determined in accordance with PRC accounting standards and regulations, and only after setting aside at least 10% of their after-tax
profits each year after making up for previous years' accumulated losses, if any, to fund certain statutory reserves, until the
aggregate amount of such fund reaches 50% of their registered capital. Allocations to these statutory reserve funds can only be used
for specific purposes and are not transferable to us in the form of loans, advances, or cash dividends. However, there can be no assurance
that the PRC government will not intervene or impose restrictions on their ability to transfer or distribute cash within our organization
or to foreign investors, which could result in an inability or prohibition on making transfers or distributions outside of China and
may adversely affect our business, financial condition, and results of operations.

 As
of the date of this Annual Report, our subsidiaries have not experienced any difficulties or limitations on their ability to transfer
cash between each other; nor do they maintain cash management policies or procedures dictating the amount of such funding or how funds
are transferred. None of our subsidiaries have paid any dividends, other distributions or transferred assets to our holding company as
of the date of this Annual Report. In the future, cash proceeds raised from overseas financing activities may be transferred by us to
our Hong Kong or PRC subsidiaries via capital contribution or shareholder loans, as the case may be. As of the date of this Annual Report,
we have not made any transfers, paid any dividends, or made any distributions to U.S. investors.

 Neither
the Company nor any of its Hong Kong subsidiaries or its PRC subsidiary has paid dividends or made distributions to U.S. investors. No
funds have been transferred by the holding companies to the Hong Kong subsidiaries, the PRC subsidiary, or the VIE for the fiscal years
ended September 30, 2023 or 2022 and through the date of this Annual Report, to fund their business operations. In the future, any cash
proceeds raised from overseas financing activities may be transferred by us to our Hong Kong or PRC subsidiaries via capital contribution
or shareholder loans, and to King Eagle VIE and its subsidiaries as loans.

 See
"Condensed Consolidating Schedule," below and "Item 8. Financial Statements and Supplementary Data - Consolidated Financial
Statements and Footnotes" on page 76.

 Condensed
Consolidating Schedule

 Set
forth below is the condensed consolidated balance sheet information as of September 30, 2023 and 2022, and condensed consolidated statements
of operations and cash flows for the fiscal years ended September 30, 2023 and 2022, showing financial information for the parent company,
Kun Peng International Limited, the non-VIE subsidiaries (as defined below) and the VIE (as defined below), eliminating entries and consolidated
information (in dollars). In the tables below, the column headings correspond to the following entities in the organizational diagram
on page 11.

 For
the purposes of this section:

 "Parent
Entity" refers to Kun Peng International Limited;

 "Non-VIE
Subsidiaries" refers to the following entities:

 Kun
 Peng International Holding Limited ("KP International Holding")

 Kun
 Peng (China) Industrial Development Company Limited ("KP (China)")

 Kun
 Peng (Hong Kong) Industrial Development Limited ("KP (Hong Kong)")

 King
 Eagle (China) Co., Ltd. ("King Eagle (China)")

 Kun
 Peng Tian Yu Health Technology Co., Ltd. ("KP Tian Yu").

 "VIE"
refers to King Eagle (Tianjin) Technology Co., Ltd. ("King Eagle (Tianjin)") and its subsidiaries.

 "WFOE"
refers to King Eagle (China) until March 3, 2023 and KP Tian Yu since March 3, 2023.

 Condensed
Consolidated Balance Sheets

 As
of September 30, 2023

Non-WFOE Subsidiaries Consolidated

 WFOE

 VIE and VIE's

 Elimination Entries and Reclassification Entries

 Cash and cash equivalent

 $
 -

 $
 10,457

 $

 $
 447,117

 $
 -

 $
 457,580

 Intercompany receivables-current

 -

 494,197
 (2)

 -

 2,119,294
 (1)

 (2,613,491
)

 -

 Total current assets

 -

 541,004

 2,734,428

 (2,613,491
)

 661,947

 Intercompany receivables-noncurrent

 -

 -

 -

 (4
)

 -

 Total non-current assets

 472,359

 -

 (34,164
)

 600,029

 1,013,363

 (2,647,655
)

 724,680

 1,909,747
 (1)

 (1)

 34,370

 (2,669,414
)

 -

 790,680

 2,182,828

 5,880,979

 (2,669,414
)

 6,185,690

 Total non-current liabilities

 -

 60,526

 -

 35,381

 -

 790,680

 2,243,354

 5,916,360

 (2,669,414
)

 6,281,597

 Total shareholders' equity

 (756,520
)

 (1,107,853
)

 (611
)

 (2,895,395
)

 21,759

 (4,738,620
)

 -

 (122,138
)

 -

 (158,863
)

 -

 (281,001
)

 (756,520
)

 (1,229,991
)

 (611
)

 (3,054,258
)

 21,759

 (5,019,621
)

 $

 $
 1,013,363

 $

 $

 $
 (2,647,655
)

 $

 (1)

 receivables from non-VIE entities, WFOE, and parent entity and intercompany payables to VIE
 represent loans to non-VIE entities, WFOE, and parent entity for working capital purposes.

 (2)

 receivables from the parent entity represent loans from King Eagle (China) to the parent
 entity for working capital purposes.

 (3)

 payables to King Eagle (China) and VIE represent loans from King Eagle (China) and VIE to the parent entity for working capital purposes.

 As
of September 30, 2022

 Non-VIE and Non-WFOE

 WFOE

 VIE

 Elimination Entries and Reclassification Entries

 Cash and cash equivalent

 $
 -

 $

 $
 11,581

 $

 $
 -

 $

 Intercompany receivables-current

 -

 -

 179,211
 (2)

 1,684,751
 (1)

 (1,863,962
)

 -

 Total current Assets

 -

 250,651

 2,530,776

 (1,863,962
)

 917,479

 Intercompany receivables-noncurrent

 -

 -

 -

 (4
)

 -

 Total non-current Assets

 755,365

 107,774

 (34,164
)

 863,139

 1,006,016

 (1,898,126
)

 451,763
 (3)

 (1)(2)

 1,428,180
 (1)

 -

 (1,897,156
)

 -

 515,763

 1,924,426

 4,611,831

 (1,897,156
)

 5,172,077

 -

 -

 242,100

 22,024

 -

 515,763

 2,166,526

 4,633,855

 (1,897,156
)

 5,436,201

 Total shareholders' Equity

 (481,603
)

 (17,195
)

 (1,038,372
)

 (1,836,489
)

 (970
)

 (3,374,629
)

 -

 -

 (122,138
)

 (158,816
)

 -

 (280,954
)

 (481,603
)

 (17,195
)

 (1,160,510
)

 (1,995,305
)

 (970
)

 (3,655,583
)

 $

 $

 $
 1,006,016

 $

 $
 (1,898,126
)

 $

 (1)

 receivables from non-VIE entities and WFOE and intercompany payables to VIE represent loans to non-VIE entities and WFOE for working
 capital purposes.

 (2)

 receivables from the parent entity and non-VIE entities represent loans from King Eagle (China) to the parent entity and non-VIE
 entities for working capital purposes.

 (3)

 payables to WFOE and VIE represent loans from King Eagle (China) and VIE to the parent entity for working capital purposes.

 Condensed
Consolidated Statements of Operations Data

 For
the fiscal year ended September 30, 2023

 Non-VIE and Non-WFOE

 WFOE

 VIE and VIE's Subsidiaries

 Eliminating Adjustments

 Consolidated Totals

 $
 -

 $
 -

 $
 -

 $

 $
 -

 $

 Intercompany revenue

 -

 442,382

 519,296

 -

 (961,678
)

 -

 Cost of revenue and related tax

 -

 1,006

 431,436

 -

 433,221

 -

 441,603

 518,290

 3,485,899

 (961,678
)

 3,484,114

 274,917

 438,906

 604,656

 4,414,524

 -

 5,733,003

 Intercompany operating expenses

 -

 -

 -

 961,678

 (961,678
)

 -

 (Loss) income from operations

 (274,917
)

 2,697

 (86,366
)

 (1,890,303
)

 -

 (2,248,889
)

 Other (expenses) income

 -

 (1,183
)

 100,398

 -

 99,676

 (Loss) income before income taxes

 (274,917
)

 1,514

 (85,905
)

 (1,789,905
)

 -

)

 -

 -

 -

 -

 -

 -

 $
 (274,917
)

 $
 1,514

 $
 (85,905
)

 $
 (1,789,905
)

 $
 -

 $
)

 For
the fiscal year ended September 30, 2022

 Non-VIE and Non-WFOE

 WFOE

 VIE

 Eliminating Adjustments

 Consolidated Totals

 $
 -

 $
 -

 $
 -

 $

 $
 -

 $

 Intercompany revenue

 -

 -

 1,463,241

 -

 (1,463,241
)

 -

 Cost of revenue and related tax

 -

 -

 6,979

 1,188,645

 -

 -

 -

 1,456,262

 6,321,414

 (1,463,241
)

 6,314,435

 217,243

 6,601

 1,699,386

 6,398,815

 -

 8,322,045

 Intercompany operating expenses

 -

 -

 -

 1,463,241

 (1,463,241
)

 -

 (217,243
)

 (6,601
)

 (243,124
)

 (1,540,642
)

 -

 (2,007,610
)

 Other income

 -

 -

 5,671

 29,098

 -

 (217,243
)

 (6,601
)

 (237,453
)

 (1,511,544
)

 -

)

 -

 -

 -

 -

 -

 -

 $
 (217,243
)

 $
 (6,601
)

 $
 (237,453
)

 $
 (1,511,544
)

 $
 -

 $
)

 Condensed
Consolidated Schedule of Cash Flows

 For
the fiscal year ended September 30, 2023

 Non-VIE
 and Non-WFOE

 WFOE

 VIE and VIE's Subsidiaries

 $
 (274,917
)

 $
 1,514

 $
 (85,905
)

 $
 (1,789,905
)

 $
 -

 $
)

 Intercompany receivables

 -

 (333,732
)

 -

 (927,079
)

 1,260,811

 -

 272,917

 329,657

 191,152

 453,740

 (1,247,466
)

 -

 -

 12,739

 (13,007
)

 (440,107
)

 13,345

 (427,030
)

 -

 -

 -

 (606
)

 -

 -

 (606
)

 -

 -

 -

 -

 Effect of exchange rate fluctuation on cash

 $
 -

 $
 (10,828
)

 $
 10,570

 $
 (13,115
)

 $
 (13,345
)

 $
 (26,718
)

 For
the fiscal year ended September 30, 2022

 Non-VIE and Non-WFOE

 WFOE

 VIE

 Eliminating Adjustments

 $
 (217,243
)

 $
 (6,601
)

 $
 (237,453

)

 $
 (1,511,544
)

 $
 -

 $
)

 Intercompany receivables

 -

 -

 (41,980

)

 (543,646
)

 585,626

 -

 229,243

 6,619

 343,386

 (579,248
)

 -

 -

 32,560

 (1,631,086
)

 6,378

 (1,592,130
)

 -

 -

 -

 (139,155

)

 -

 -

 (139,155
)

 Effect of exchange rate fluctuation on cash

 $
 -

 $
 (4
)

 $
 (2,867

)

 $
 (52,020
)

 $
 (6,378
)

 $
 (61,269
)

 Our

 Overview
of Health Food Market in China

 As
reported by Gentleman Marketing Agency ("GMA"), a study from Statista states that, between 2020 and 2025, China's health
(functional) foods market is projected to expand by 30%, reaching an estimated RMB244 billion (US$34.3 billion) by 2025. This steady
and impressive expansion can only be expected to continue as the demand for health food and dietary supplements is increasing.

 The
Hong Kong Trade Development Council ("HKTDC") published an article on China's Health Food Market in September 2022,
which stated that changes in age demographics, domestic child policy and lifestyle has driven the growth of the health food market in
the People's Republic of China.

 HKTDC
determined that the average age of the population of China is increasing. It cited statistics from the PRC government that the number
of people aged 65 or above in mainland China reached 200 million in 2021, or 14.2% of its total population. This age group is expected
to increase to 25% of China's total population by 2030. Currently, the average life expectancy in China is 77.3 years and it is
expected to reach 81.9 years by 2040. HKTDC quoted a study from iiMedia Research which found that the main reason seniors purchase health
food is to follow their doctor's advice or to get sufficient essential nutrients to improve their overall health. The study shows
that a majority of seniors concentrated on boosting their immunity through health food. Moreover, HKTDC quoted another source that found
that nearly 50% of the middle-aged and senior populations in China are willing to spend 40% of their budgets on personal health.

 The
Center for Strategic and International Studies has pointed out that mainland China replaced its legacy one-child policy with a two-child
policy in 2016 and then passed a three-child policy into law in July 2021. HKTDC speculates that the universal implementation of the
three-child policy can be expected to increase demand in the maternal and baby health food markets. According to HKTDC, statistics show
that 94.7% of pregnant women consume health food products, particularly folic acid, milk power and multi-vitamin tablets, during pregnancy.
Further, HKTDC cited a study from iiMedia Research that the maternal and baby health food markets increased by 8.2% between 2020 and
2021 to over RMB70.41 billion (US$9.89 billion) in 2021 and represented 26% of the total market share of health food in mainland China.

to the above-mentioned article published by Hong Kong Trade Development Council in September 2022, the government of the People's
Republic of China has progressively encouraged its civilians to lead healthy lifestyles and minimize diseases so as to lengthen life
expectancy for its people and it introduced the "Healthy China Initiative 2019-2030" in 2019. Intelligence Research Group
indicated that sales of health food in mainland China rose by 8.2% in 2021, and that the health food market in mainland China represented
17.8% of global sales in that year and was the second largest health food market in the world. It indicates that sales of health food
in mainland China rose by 3.0% in 2022 to RMB394.7 billion. iiMedia Research projects that sales
will reach RMB423.7 billion by 2027. (Source:

 Since
the global health issue and the COVID-19 pandemic, people have increased their health and nutrition consciousness. King Eagle (China)
believes preventive care is the most effective investment in health. Based on the statistics compiled by Euromonitor, the market size
of health care products in China was as follows:

 Monteloeder
S.L. analyzed that the demand for healthy food in the PRC has increased since the outbreak of COVID-19. It cited data announced by Suning
that shows that 2020 Lunar New Year sales volume of health foods increased by 128% compared to 2019.

 E-commerce
has developed rapidly in the PRC. Management of the Company believes that we are in a new era of e-commerce and that additional characteristics
of sharing economy, offline support and social interaction are evolving. We believe the rise of social e-commerce will positively impact
the development of our health care business. GMA has stated "Chinese customers are highly active on social media platforms such
as Weibo, Douyin, and WeChat. Creating accounts for [your] own brand and teaming up with influencers can be incredibly helpful in terms
of increasing brand awareness among the target audience of health food. Additionally, it also allows companies to interact with their
potential customers, build relationships and promote their products. Chinese consumers value personal relationships and often prioritize
buying from people or companies that they know and bond with."

 To
promote awareness of preventive care among the vast population of the PRC, we serve our customers through our mobile (King Eagle Mall)
platform and through our new online platform, Kun Zhi Jian and Kun Zhi Jian Mini Program.

 King
Eagle Mall

 We
developed and launched a mobile social e-commerce platform, King Eagle Mall, which promotes preventive health care products and services
as our core business. It adopts the S2B2C business model and integrates many major health care products and services. As of January 10, 2024, King Eagle Mall had approximately 5,669 members.

 The
three cores and five features that we are developing through the King Eagle Mall are:

 Core
1: Integration of resources in the health care industry

 Closed-loop
 supply chain

 Compared
 with the traditional B2B and B2C marketing models, our mobile application, King Eagle Mall, has a more efficient marketing layout
 that does not require stocking of inventory and capital investment. All the goods being offered are supported by upstream suppliers.
 Customers can buy goods more flexibly, and the distribution of goods is accomplished by way of direct supply by manufacturers, which
 meets the needs of customers and promotes an increase in product sales. This completely closed-loop supply chain is more conducive
 to the rapid development of King Eagle (China) and enhanced resource utilization.

 S2B2C
 model perfectly provides three-terminal users with the most intuitive service and use value.

 S2B2C
 is an innovative e-commerce model that can drive much greater value innovation than traditional models. This kind of innovation is
 reflected in S (supplier) and B (platform) working together to provide C (customer) with more thorough services. In other words,
 S empowers B and supports B to conduct product and service transactions with C, while B and C pass on their needs to S, so that S
 can better serve B and C, satisfying a wider group and achieving a larger demand channel.

 Core
2: Personal health management

 Connecting
 to health and wellness experience, improving service height.

 Ecological
 + elderly care + healthy lifestyle experience is an indispensable part of the health industry, and it is also a supply and demand
 gap that will inevitably appear in industrial development and economic development. For middle and high net worth groups, we provide
 different types of health and elderly lifestyle experience environments.

 Core
3: Wealth value

 Sharing
 Wealth

 Health
 itself is wealth. King Eagle Mall is not just a comprehensive consumer docking platform, it is also a new channel to provide wealth
 for upstream supply chain enterprises and terminal members. Through the integrated platform, King Eagle (China) shares healthy lifestyle
 information with its members and meets different health needs of different members.

 Quality
 of Life

 To
 strengthen the concept of healthiness, King Eagle Mall will go deep into every corner of life in the future, providing members with
 more healthy choices in five areas: clothing, food, home living, daily necessities, and transportation, and guiding our members to
 lead a healthier and better quality life.

 The
products focus on health-related products and services. King
Eagle Mall is designed to enable health-related products to be sold by us and by third parties. King Eagle Mall's products are
divided into two sectors: self-operated products and strictly selected products which promote preventive health care. Our team screens
and examines products that are and will be offered both by us and by affiliated merchants. Our major products include health care products
such as dietary supplements, nutritional health foods, beauty cosmeceuticals, health foods for supporting the cardiovascular system and
bone joint health, and other categories (for instance, powdered milk, dried fruits). We offer collagen peptides, probiotics, and health
foods for improving blood circulation and vein health, as well as household products which can promote and improve a healthier lifestyle
of our members. We receive customer orders and may arrange fulfillment with our merchants who are responsible for delivery arrangement
or fulfill customer orders through our outsourced networks.

 In
addition, we operate customer service centers through which our members can communicate directly for any assistance related to product
purchases, suggestions for health care products and services, and delivery logistics.

 Kun
Zhi Jian Online Platform

 In
October 2022, King Eagle (Tianjin) introduced and implemented a new online platform, Kun Zhi Jian, which focuses on promoting and selling
physiotherapy equipment and our own brand of preventive health care and health related household products to wholesalers and retailers.
In the platform's initial phase, we sold thermal therapy cabins to wholesalers. Equipped with infrared light and at a high temperature,
approximately like that of a hot spring, this product helps enhance blood circulation and oxygen inhalation and improves insomnia. Currently,
we promote and sell other physiotherapy equipment, our own brand, and other popular brands of health care related products on this new
platform. As of January 10, 2024, Kun Zhi Jian had approximately 2,129 members. This online platform is operated at:

 Kun
Zhi Jian Mini Program. In November 2023, we launched Kun Zhi Jian's Mini Program, which is composed of three areas: physiotherapy
equipment, a customer service center, and an online shopping mall (Kun Zhi Jian). The customer service center provides healthy diet and
nutritional suggestions to our customers based on their health profile and a tongue examination that utilizes health care expertise and
technology from local health care service providers performed at our customer service center. The shopping mall offers a variety of products
ranging from health foods to small kitchen appliances.

 Online interface program of Kun
Zhi Jian Mini Program

 Kun
Zhi Jian Customer Service Center

 Smart Kiosks

 On
March 31, 2021, King Eagle VIE entered into an oral agreement with Guoxin Star Network Co., Ltd. ("Guoxin") under which King
Eagle VIE was granted the right to operate 50 Smart Kiosks for five years. Due to the COVID-19 pandemic, our application for construction
permits for the Smart Kiosks was delayed by the local government agencies for more than two years. In the last quarter of fiscal year
2023, Guoxin determined that it was unable to obtain the permit and both parties agreed to abandon this construction project.

 COVID-19

 Businesses and markets in mainland
China have reopened and mainland China relaxed its policies and controls relating to COVID-19 in early December 2022. In addition, in
July 2023, the PRC government fully opened its border to foreigners without requirements of quarantine or application for a health code
upon arrival in the PRC. Although respiratory illness, especially among children, surged in China and some parts of the world in November
2023, this is a treatable disease and is containable according to the medical experts in China.

 The Company continues to focus
its business on its online platform, King Eagle Mall, and to promote its own brand of consumer health care and health related household
products on its new online platform, Kun Zhi Jian, which was introduced and implemented in October 2022 to mitigate the adverse impacts
of COVID-19. In November 2023, the Company also launched Kun Zhi Jian Mini Program to expand its customer services and preventive health
care products.

 Strategic
Relationships to Provide Comprehensive Health Services

 Preventive
health care focuses upon the relationship between genetics, environment, physiology, psychology, and lifestyle to assist in addressing
health and disease. Physical examinations assist in providing personalized solutions to eliminate the cause of disease and to treat and
regulate functional changes, so as to help patients overcome disease and lead healthier lives. Leveraged with health care expertise and technology from local health
service providers, we explored potential strategic relations with health service providers to offer our members and customers integrated
health conditioning, tracking management, high-level, personalized, and convenient health care, testing, consulting, and nutritional
advisory services, based on customer profile data in the King Eagle Mall and the Kun Zhi Jian Mini Program.

 Sales
and Marketing

 We
will and do engage in a variety of marketing activities intended to drive user traffic to our mobile application and our new online platform
and to give us the opportunity to introduce our products and services to prospective members. For our online mobile application, King
Eagle Mall, we (i) pay various mobile app channels to broadcast our apps to raise awareness of our products and increase their ranking
to attract new users; (ii) engage in self-promoting on social media; (iii) advertise our products via our cooperative public platforms;
(iv) organize off-line experience events and activities; (v) enter into business alliances with various well-known regional and global
health care product business partners and prestigious health organizations; (vi) intend to provide health education on our official website:
www.kp-china.com; and (vii) engage agents to promote our products. Our marketing strategy focuses on seeking well known network and platform
providers to broadcast our products and services, improving the products and services to raise our ranking in app stores, and display
advertising to increase our exposure so as to attract new users.

 We launched an
additional online platform, Kun Zhi Jian, in October 2022, and in November 2023 we launched Kun Zhi Jian Mini Program, which is
composed of three areas: a thermal therapy product, a customer service center, and an online shopping mall (Kun Zhi Jian). We
market and promote our Kun Zhi Jian Mini Program through various types of outreach activities either by our marketing team or by
service agents.

 Our
Customers

 Our
customers primarily consist of individual members. As of September 30, 2023 and 2022, King Eagle Mall had approximately 5,669 and 15,077
members, respectively. Our newer online platform focuses on wholesalers. As of September 30, 2023 and 2022, it had approximately 2,112 and nil wholesale members,
respectively.

 Customer
Service

 Our
call center and email support teams monitor our mobile applications as well as mobile applications developed by other companies for fraudulent
activity, assist members with billing questions, help members complete personal profiles, and answer technical questions. Customer service
representatives receive ongoing training in an effort to better personalize the experience for members and paying subscribers who call
or email us and to capitalize on upselling opportunities.

 Technology

 Our
internal product teams are focused on the development and maintenance of our online platforms in addition to building and managing our
software and hardware infrastructure. We intend to continue investing in the development of new products, such as mobile applications,
and enhancing the efficiency and functionality of our existing products and infrastructure.

 Our
network infrastructure and operations are designed to deliver high levels of availability, performance, security, and scalability in
a cost-effective manner. We operate web and database servers co-located at a third-party data center facility in Beijing, PRC.

 Our
Competition

 We
operate in a highly competitive environment with minimal barriers to entry. We believe the primary competitive factors in creating a
community on the Internet are functionality, brand recognition, reputation, critical mass of members, member affinity and loyalty, ease-of-use,
quality of service, and reliability. We compete with a number of large and small companies, including vertically integrated Internet
portals and specialty-focused media companies that provide online and offline products and services to the online market we serve.

to HKTDC, a 2022 mainland health food sector report indicates that the market shares of e-commerce, direct selling, and pharmacies are
40%, 30%, and 20%, respectively. Accordingly, E-commerce has become a major sales channel in the health food industry in mainland China.

 Our
competitors mainly come from social e-commerce platforms, including Pinduoduo (based on the group buying model), Weimeng (providing services
for micro-businesses), Taobao, JD, and others.

 We
believe our ability to compete depends upon many factors both within and beyond our control, including the following:

 the
 size and diversity of our member and paying subscriber bases;

 the
 timing and market acceptance of our apps, including developments and enhancements to those apps, and features relative to those offered
 by our competitors;

 customer
 service and support efforts;

 selling
 and marketing efforts; and

 our
 brand strength in the marketplace relative to our competitors.

 Competitive
advantages

 Experienced
management

 King
Eagle (China) acquired talented personnel for developing its online and offline platforms, creating business models, marketing, and management
primarily from multi-national corporations, public companies, and prestigious universities.

 Diversity
of product offerings

 With
the development of our new online platform, Kun Zhi Jian, and its Mini Program, we now offer a diverse array of products, including physiotherapy
equipment, diet and nutritional advice, and health care related products. In addition, we target both wholesale and retail customers.

 Value-added health care screening and monitoring
services

 Through the launch of the Kun
Zhi Jian Mini Program, we coordinated with local health care service providers and leveraged their health care expertise and technology.
Those local health care service providers offer health care screening and monitoring to our customers and members at our Kun Zhi Jian
Customer Service Centers. By providing these value-added services to our customers and members, our customers and members can get a better
understanding of their health. We are able to provide more concrete nutritional advice and refer them to our health care related products.

 Our
Intellectual Property

 We
rely on a combination of intellectual property rights, including trade secrets, copyrights, trademarks, and domain names, as well as
contractual restrictions to protect intellectual property and proprietary technology owned or used by us.

 All
of our employees have entered into standard employment agreements requiring them to keep confidential all information relating to our
customers, methods, business, and trade secrets during their terms of employment with us and thereafter and to assign to us any inventions,
technologies, and designs they develop during their term of employment with us.

 Copyrights

 We
own the copyright for our online platform "King Eagle Mall." Such copyright will expire in July 2031. The software platform
was placed in service in September 2020 and offers a variety of preventive health care products and services to our members. The platform
provides an upstream supply chain of preventive health care products and downstream health care analysis and advice to our members.

 Trademarks

 We
also developed our business trademarks. In order to protect our intellectual property rights, we have registered our trademarks in the
PRC, including without limitation the following:

 Trademark

 Country/Area

 Trademark

 Number

 Classes

 PRC

 50368216

 PRC

 50374979

 PRC

 50375007

 PRC

 50377397

 PRC

 50382061

 PRC

 50382076

 PRC

 50392663

 PRC

 50375312

 PRC

 50374965

 PRC

 50371272

 PRC

 50373087

 PRC

 50387468

 PRC

 50369532

 PRC

 50380120

 PRC

 50392663

 PRC

 50387165

 PRC

 50366519

 PRC

 55127695

 PRC

 55146919

 PRC

 55139610

 PRC

 55134787

 PRC

 55132744

 PRC

 55140311

 PRC

 55141993

 PRC

 55132362

 PRC

 55155215

 PRC

 55140329

 PRC

 57843237

 PRC

 63933981

 PRC

 63920505

 PRC

 63919828

 PRC

 63906792

 PRC

 63919846

 PRC

 63930097

 PRC

 63933981

 PRC

 63921829

 PRC

 63920505

 PRC

 63922453

 PRC

 63919828

 PRC

 63906792

 PRC

 63919846

 PRC

 66800246

 PRC

 67366839

 PRC

 67355365

 PRC

 67359940

 PRC

 67374685

 PRC

 67363338

 PRC

 67375399

 PRC

 67241922

 PRC

 67357207

 PRC

 67253976

 PRC

 67366831

 PRC

 67251066

 We
regard our copyrights and our trademarks important to our success and our competitive position.

 We
purchase the consumer preventive health food and health related household products sold on our platforms from our suppliers; we did not
develop, design, or manufacture those products. Moreover, although we have built our online platform and mobile commerce in-house, the
compensation costs for our in-house technology team were not significant. Accordingly, instead of presenting the compensation costs of
our in-house technology team as research and development expenses, we included these amounts in employee compensation and benefit expenses
within general and administrative expenses for the years ended September 30, 2023 and 2022.

 Environmental,
Social, and Governance Standards

 The
concept of environmental, social, and corporate governance standards or metrics ("ESG") is an emerging global trend. Management
believes the PRC is at the forefront of this global trend, as evidenced by the PRC's desire to reach peak carbon by 2030 and become
carbon neutral by 2060. These goals require companies to start transitioning to a lower-carbon business model. Moreover, corporate reporting
on a complete set of ESG metrics will assist regulators to timely adjust their policies and will enable investors and customers to make
informed decisions. Our management is actively addressing environmental and social responsibility as part of its strategy and goals for
the Company. The steps taken include identifying and setting goals in line with the Company's environmental and social responsibility
goals.

 ESG
represents the three main criteria for investors and customers to evaluate a company's level of sustainability. Specifically, environmental
criteria take into account a company's performance in protecting the environment; social criteria examine how it manages relationships
with employees, suppliers, customers, and communities; and governance criteria deal with a company's leadership, executive pay,
audits, internal controls, and shareholder rights.

 Our
ESG mission includes working to advance the needs of a broad group of stakeholders, namely our employees and the community in which we
live and operate while staying conscious of the environmental impact of our growing operations. Our management is actively addressing
environmental and social responsibility as part of its strategy and goals for the Company.

 Environment.
 As part of our Company's environmental strategy, we work to mitigate our carbon footprint by carefully considering how we consume
resources and integrating the best environmentally-focused technology into our business. Our Company has been implementing the concept
of environmental protection by utilizing capital resources for enhancing product quality, reviewing the practices of manufacturers, including
the sourcing and sustainability of packaging materials, such as single-use plastics, identifying a growing demand for natural or organic
products and ingredients, understanding evolving consumer concerns regarding the effects of ingredients or substances present in products,
attempting to change consumer sentiment toward non-local products or sources, and attempting to increase awareness of environmental impacts
(including packaging, energy and water use, and waste management). Our Company has started utilizing a sustainable environmental protection
packaging, the newly designed selene-rich egg packaging, which reduces environmental pollution.

 Social.
 The value of a company is not only reflected in the profits and value it creates, but also in its contribution to society. We are
striving as a business to give back to society in five areas: health, quality of life, environment, and public welfare. We are actively
addressing social concerns, such as participating in rural revitalization tourism, supporting the development of our employees, promoting
the standardized operation of the industry, and responding to our government's call for low-carbon green development.

 Recently,
a number of online media, including Xinhua News Agency, Tencent, China Fortune, and Toutiao, praised our Company's employees who
were volunteers in caring for autistic teenagers. In December 2021, we coordinated with Beijing
Zhuxiaoxing Special Group Integration and Entrepreneurship Center to support special group entrepreneurial projects through online live
streaming. We are concerned about the difficulties faced by young people with autism in finding and maintaining employment and in starting
a business. In order to allow older autistic teens to have their own jobs, develop skills, and integrate into society as soon as possible,
King Eagle Mall utilizes the advantages of its own social e-commerce platform and uses traffic calls to actively support and motivate
autistic teenagers with respect to their entrepreneurial projects.

 Corporate.
 Since the Company was established, we have attempted to be a major participant in the digitalization of business and commercialization
of digital businesses. From a series of operations, such as member use, purchase experience, and data viewing, King Eagle Mall provides
functions, such as one-click operation, real time information feedback, and intelligent recommendations. In the process of deepening
the digital strategy of King Eagle Mall, the overall strength of our Company has also significantly improved, and it can provide consumers
with a new shopping experience in the future. In addition, King Eagle (China)'s instant messaging tool, K Messenger, officially
launched in April 2023 as a private domain, traffic dynamic, instant messaging software, representing another advance in the field of
wireless Internet by King Eagle (China) and enhancing communication among its stakeholders and customers.

 K
Messenger plays an important role in our development strategy. Since we commenced research and development in March, it has been closely
watched by the market and the industry, and has attracted the interest of many users. K Messenger is an online product launched within
the King Eagle (China) business line. In the short term, the goal of K Messenger is to provide a sustainable instant messaging platform
for dealers that will improve the communication efficiency between dealers and enterprises. With the expansion of user scale and the
continuous improvement of product reliability and functionality, we believe that K Messenger will bring more social benefits to users
while also promoting the rapid development of King Eagle (China)'s business results.

 As
an international start-up company, we will be addressing, identifying, and setting our ESG goals. These will be further disclosed in
future filings of our periodic reports with the Securities and Exchange Commission.

 Because
all of our operating entities are located in the PRC, we are regulated by the national and local laws of the PRC. This section summarizes
the major PRC regulations relating to our business. See "Risk Factors - Risks Related to Doing Business in China."

 Other
than for business licenses that have been obtained, we do not believe that we are required to obtain any permissions and approvals under
the regulations discussed below. However, if we have inadvertently concluded that such permissions or approvals are not required or if
applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, the
Company or its VIE could be subject to, among other things, administrative penalties, rectification orders, fines, suspension of relevant
business, or revocation of business permits or licenses, and the Company's securities could become ineligible for listing on a
US exchange.

 As
of the date of this Annual Report, neither the Company nor any of its subsidiaries or its VIE has been denied any permissions or approvals.

Regarding Foreign Investment

 The
Catalogue of Industries for Encouraged Foreign Investment (2020 Edition) (the "Encouraging Catalogue") was jointly promulgated
by the National Development and Reform Commission (the "NDRC") and the Ministry of Commerce ("MOFCOM") on December
27, 2020, and it came into effect on January 27, 2021. The Special Administrative Measures for Access of Foreign Investment (Negative
List) (2020 Edition) (the"2020 Negative List") was jointly promulgated on June 23, 2020 and took effect on July 23, 2020.
The Encouraging Catalogue and the 2020 Negative List categorize industries into three categories - "encouraged," "restricted,"
and "prohibited." All industries that are not listed under one of "encouraged," "restricted," or
"prohibited" categories are deemed to be "permitted." The Encouraging Catalogue and the 2020 Negative List are
subject to review and update by the Chinese government from time to time. Our business is classified under the category of "encouraged."

 Regulation
Regarding Foreign Exchange Registration of Offshore Investment by PRC

 The
Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents' Offshore Investment and Financing and Roundtrip
Investment Through Special Purpose Vehicles, or Circular 37, issued by SAFE and effective on July 4, 2014 regulates foreign exchange
matters in relation to the use of special purpose vehicles, or SPVs, by PRC residents or entities to seek offshore investment and financing
and conduct round trip investment in China.

 Circular
37 and other SAFE rules require PRC residents, including both legal and natural persons, to register with local banks before making a
capital contribution to any company outside of China (an "offshore SPV") with onshore or offshore assets and equity interests
legally owned by PRC residents. In addition, any PRC individual resident who is a stockholder of an offshore SPV is required to update
his or her registration with the local banks with respect to that offshore SPV in connection with a change of basic information of the
offshore SPV such as its company name, business term, the shareholding by the individual PRC resident, merger, division, and with respect
to the individual PRC resident in case of any increase or decrease of capital in the offshore SPV, transfer of shares, or swap of shares
by the individual PRC resident. Failure to comply with the required SAFE registration and updating requirements described above may result
in restrictions being imposed on the foreign exchange activities of the PRC subsidiaries of such offshore SPV, including increasing the
registered capital or payment of dividends and other distributions to, and receiving capital injections from, the offshore SPV. Failure
to comply with Circular 37 may also subject the relevant PRC residents or the PRC subsidiaries of such offshore SPV to penalties under
PRC foreign exchange administration regulations for evasion of applicable foreign exchange restrictions.

Regarding Foreign Exchange

 Under
the Foreign Currency Administration Rules promulgated in 1996 and revised in 1997 and 2008 and various regulations issued by SAFE and
other relevant PRC government authorities, RMB is convertible into other currencies without prior approval from SAFE only to the extent
of current account items, such as trade related receipts and payments, interest, and dividends, and after complying with certain procedural
requirements. The conversion of RMB into other currencies and remittance of the converted foreign currency outside the PRC for the purpose
of capital account items, such as direct equity investments, loans, and repatriation of investment, requires prior approval from SAFE
or its local office. Payments for transactions that take place within China must be made in RMB. Unless otherwise approved, PRC companies
must repatriate foreign currency payments received from abroad. Foreign-invested enterprises may retain foreign exchange in accounts
with designated foreign exchange banks subject to a cap set by SAFE or its local office. Unless otherwise approved, domestic enterprises
must convert all of their foreign currency proceeds into RMB.

 On
August 29, 2008, SAFE promulgated Circular 142 which regulates the conversion by a foreign-funded enterprise of foreign currency into
RMB by restricting how the converted RMB may be used. In addition, SAFE promulgated Circular 45 on November 9, 2011 in order to clarify
the application of Circular 142. Under Circular 142 and Circular 45, the RMB capital converted from foreign currency registered capital
of a foreign-invested enterprise may only be used for purposes within the business scope approved by the applicable government authority
and may not be used for equity investments within the PRC. In addition, SAFE strengthened its oversight of the flow and use of the RMB
capital converted from foreign currency registered capital of foreign-invested enterprises. The use of such RMB capital may not be changed
without SAFE's approval, and such RMB capital may not in any case be used to repay RMB loans if the proceeds of such loans have
not been used. Violations of Circular 142 and Circular 45 could result in severe penalties, such as heavy fines as set out in the relevant
foreign exchange control regulations. On July 4, 2014, SAFE promulgated SAFE Circular 36, which launched a pilot reform of the administration
of the settlement of the foreign exchange capitals of foreign-invested enterprises in certain designated areas from August 4, 2014. However,
SAFE Circular 36 continues to prohibit foreign-invested enterprises from directly or indirectly using the Renminbi converted from their
foreign exchange capital for purposes beyond their business scope. On March 30, 2015, SAFE promulgated Circular 19 to expand the reform
nationwide. Circular 19 came into force and replaced both Circular 142 and Circular 36 on June 1, 2015. Circular 36 allowed enterprises
established within the pilot areas to use their foreign exchange capital to make equity investments and removed certain other restrictions
provided under Circular 142 for these enterprises. Circular 19 removed those restrictions for all foreign-invested enterprises established
in the PRC. However, both Circular 36 and Circular 19 continue to prohibit foreign-invested enterprises from, among other things, using
the Renminbi funds converted from their foreign exchange capital for expenditures beyond their business scope, providing entrusted loans,
or repaying loans between non-financial enterprises.

 On
June 9, 2016, SAFE promulgated Circular 16, which provides an integrated standard for converting foreign exchange under capital account
items (including but not limited to foreign exchange capital and foreign debts) on a discretionary basis which applies to all enterprises
registered in the PRC. Circular 16 reiterates the principle that Renminbi converted from foreign currency-denominated capital of a company
may not be directly or indirectly used for purposes beyond its business scope or prohibited by PRC laws or regulations, and such converted
Renminbi shall not be provided as loans to its non-affiliated entities, except where it is expressly permitted in the company's
business license.

 Trial
Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies

 On
February 17, 2023, the China Securities Regulatory Commission (the "CSRC") released the Trial Administrative Measures of
Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, which came into effect on March 31, 2023. On the
same date of the issuance of the Trial Measures, the CSRC circulated No. 1 to No. 5 Supporting Guidance Rules, the Notes on the Trial
Measures, the Notice on Administration Arrangements for the Filing of Overseas Listings by Domestic Enterprises and the relevant CSRC
Answers to Reporter Questions on the official website of the CSRC, or collectively, the Guidance Rules and Notice. The Trial Measures,
together with the Guidance Rules and Notice, reiterate the basic supervision principles as reflected in the Draft Overseas Listing Regulations
by providing substantially the same requirements for filings of overseas offering and listing by domestic companies, yet made the following
updates compared to the Draft Overseas Listing Regulations: (a) further clarification of the circumstances prohibiting overseas issuance
and listing; (b) further clarification of the standard of indirect overseas listing under the principle of substance over form, and (c)
adding more details of filing procedures and requirements by setting different filing requirements for different types of overseas offering
and listing.

to the Trial Measures, the Guidance Rules and Notice, domestic companies that seek to offer or list securities overseas, both directly
and indirectly, should fulfill the filing procedure and report relevant information to the CSRC within three working days following their
submission of initial public offerings or listing application. Companies that have already been listed on overseas stock exchanges or
have obtained the approval from overseas supervision administrations or stock exchanges for their offering and listing and that will
complete their overseas offering and listing prior to September 30, 2023 are not required to make immediate filings for their listing
yet need to make filings for subsequent offerings in accordance with the Trial Measures. Companies that have already submitted an application
for an initial public offering to overseas supervision administrations prior to the effective date of the Trial Measures but have not
yet obtained the approval from overseas supervision administrations or stock exchanges for the offering and listing may arrange for the
filing within a reasonable time period and should complete the filing procedure before such companies' overseas issuance and listing.

to the Notice on Administration Arrangements for the Filing of Overseas Listings by Domestic Enterprises, domestic companies that have
already been listed overseas before the effective date of the Trial Measures, March 31, 2023, shall be deemed Existing Issuers, and Existing
Issuers are not required to complete the filing procedures immediately, but they will be required to file with the CSRC for any subsequent
offerings. If a domestic company fails to complete required filing procedures or conceals any material fact or falsifies any major content
in its filing documents, such domestic company may be subject to administrative penalties, such as an order to rectify, warnings, and
fines, and its controlling shareholders, actual controllers, the person directly in charge, and other directly liable persons may also
be subject to administrative penalties, such as warnings and fines.

 On
February 24, 2023, the CSRC, together with the Ministry of Finance, the National Administration of State Secrets Protection and National
Archives Administration of China, revised the Provisions on Strengthening Confidentiality and Archives Administration for Overseas Securities
Offering and Listing, which were issued by the CSRC and National Administration of State Secrets Protection and National Archives Administration
of China in 2009, or the Provisions. The revised Provisions were issued under the title the "Provisions on Strengthening Confidentiality
and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies," and came into effect on March 31,
2023, together with the Trial Measures. One of the major revisions to the revised Provisions is expanding their application to cover
indirect overseas offerings and listing, as is consistent with the Trial Measures. The revised Provisions require that, among other things,
(a) a domestic company that plans to, either directly or indirectly through its overseas listed entity, publicly disclose or provide
to relevant individuals or entities, including securities companies, securities service providers, and overseas regulators, any documents
and materials that contain state secrets or working secrets of government agencies, shall first obtain approval from competent authorities
according to law, and file with the secrecy administrative department at the same level; and (b) a domestic company that plans to, either
directly or indirectly through its overseas listed entity, publicly disclose or provide to relevant individuals and entities, including
securities companies, securities service providers, and overseas regulators, any other documents and materials that, if leaked, will
be detrimental to national security or public interest, shall strictly fulfill relevant procedures stipulated by applicable national
regulations. Any failure or perceived failure by the Company and its subsidiaries to comply with the above confidentiality and archives
administration requirements under the revised Provisions and other PRC laws and regulations may result in the relevant entities being
held legally liable by competent authorities and referred to the judicial organ to be investigated for criminal liability if suspected
of committing a crime.

 As
an Existing Issuer, the Company is not required to make any filings at this time pursuant to the Trial Measures and the revised Provisions;
however, if we should seek to effect an overseas follow-on offering in the future, we would be required to file with the CSRC within
three working days following our submission of an initial public offering or listing application. As of the date of this Annual Report,
the Company is not considering any overseas public offerings of its securities. However, there are still uncertainties regarding the
interpretation and implementation of such regulatory guidance, and we cannot assure you that we have not inadvertently misinterpreted
the filing requirements, that the requirements will not change in the future, or that we will be able to comply with all the new regulatory
requirements of the Trial Measures, the revised Provisions, or any future implementing rules on a timely basis, or at all. Any failure
by us to fully comply with the new regulatory requirements, including but not limited to the failure to complete the filing procedures
with the CSRC, if required, may result in our securities being ineligible for listing on a US exchange, which would significantly limit
or completely hinder our ability to offer or continue to offer our common stock, cause significant disruption to our business operations,
severely damage our reputation, and, in turn, materially and adversely affect our financial condition and results of operations and cause
our securities to significantly decline in value or become worthless.

 Opinions
on Severely Cracking Down on Illegal Securities Activities According to Law

 Recently,
the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued
the "Opinions on Severely Cracking Down on Illegal Securities Activities According to Law," or "the Opinions,"
which were made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal
securities activities and the need to strengthen the supervision over overseas listings by Chinese companies.

 Based
on our understanding of currently applicable PRC laws and regulations, the Company and its PRC subsidiary and VIE: (i) are not currently
required to obtain permissions from any PRC authorities to operate or to issue securities to foreign investors; (ii) are not subject
to permission requirements from the China Securities Regulatory Commission (the "CSRC"), the Cyberspace Administration of
China (the "CAC") or any other entity that is required to approve their operations; and (iii) have not been denied any permissions
by any PRC authorities. In addition,

 If
we have erroneously concluded that these permission requirements do not apply to us, or if applicable laws, regulations, or interpretations
change, and it is determined in the future that the permission requirements become applicable to us, we may be subject to review, may
face challenges in addressing these requirements and may incur substantial costs in complying with these requirements, which could result
in material adverse changes in our business operations and financial position. In addition, if we are not able to fully comply with the
Measures for Cybersecurity Review (2021 version), discussed below, or if the Opinions come into effect and are determined to be applicable
to us, our ability to offer or to continue to offer securities to investors may be significantly limited or completely hindered, and
our securities may significantly decline in value or become worthless.

 Given
the current PRC regulatory environment, it is uncertain whether the Company will be required to obtain permission from the PRC government
to list on U.S. exchanges in the future, and if such permission is required, whether it will be denied or later rescinded. We have been
closely monitoring regulatory developments in China regarding any necessary approvals from the CSRC or other PRC governmental authorities
required for overseas listings. As of the date of this Annual Report, we have not received any inquiry, notice, warning, sanctions, or
regulatory objection to our prior securities offering from the CSRC or other PRC governmental authorities. However, there remains significant
uncertainty as to the enactment, interpretation and, implementation of regulatory requirements related to overseas securities offerings
and other capital markets activities.

to the Administration Provision and the Measures, only new offerings and refinancing by existent overseas listed Chinese companies will
be required to go through the filing process with PRC administrations; other existent overseas listed companies will be allowed a sufficient
transition period to complete their filing procedure, which means that we will certainly go through the filing process in the future,
perhaps because of a refinancing, or be given a sufficient transition period to complete the filing procedure as an existent overseas
listed Chinese company.

regarding privacy and data protection

 Regulatory
authorities in China have implemented and are considering further legislative and regulatory proposals concerning data protection. New
laws and regulations that govern new areas of data protection or impose more stringent requirements may be introduced in China. In addition,
the interpretation and application of consumer and data protection laws in China are often uncertain, in flux, and complicated, including
differentiated requirements for different groups of people or different types of data.

 PRC
Cybersecurity Law. The PRC regulatory and enforcement regime with regard to privacy and data security is evolving. The PRC Cybersecurity
Law, which took effect in June 2017, created China's first national-level data protection regime for "network operators,"
which may include all organizations in China that provide services over the internet or another information network. It provides that
personal information and important data collected and generated by operators of critical information infrastructure in the course of
their operations in the PRC should be stored in the PRC, and the law imposes heightened regulation and additional security obligations
on operators of critical information infrastructure. It also provides that network operators are required to implement security protection
measures to ensure that the network is free from interference, disruption, or unauthorized access, and to prevent network data from being
disclosed, stolen, or tampered.

 Data
Security Law. On June 10, 2021, the Standing Committee of the National People's Congress of China promulgated the Data Security
Law which took effect on September 1, 2021.

 The
Data Security Law establishes a tiered system for data protection in terms of importance, in which data categorized as "important
data," which will be determined by governmental authorities in the form of catalogs, are required to be treated with a higher level
of protection. Specifically, the Data Security Law provides that operators processing "important data" are required to appoint
a "data security officer" and a "management department" to take charge of data security. In addition, such operator
is required to evaluate the risk of its data activities periodically and file assessment reports with relevant regulatory authorities.
In addition, the Data Security Law prohibits entities and individuals in China from providing any foreign judicial or law enforcement
authority with any data stored in China without approval from competent PRC authority, and sets forth the legal liabilities of entities
and individuals found to be in violation of their data protection obligations, including rectification order, warning, fines of up to
RMB10 million, suspension of relevant business, and revocation of business permits or licenses.

 There
can be no assurance that we would be able to complete the applicable cybersecurity review procedures in a timely manner, or at all, if
we are required to follow such procedures. This could have a material adverse effect on our results of operations and business prospects.
Moreover, the notion of "important data" is not clearly defined by the Cybersecurity Law or the Data Security Law. In order
to comply with the statutory requirements, we will need to determine whether we possess important data, monitor the important data catalogs
that are expected to be published by local governments and departments, perform risk assessments, and ensure that we are complying with
reporting obligations to applicable regulators, if necessary. Furthermore, if judicial and law enforcement authorities outside China
require us to provide data stored in China, and we are not able to pass any required government security review or obtain any required
government approval to do so, we may not be able to meet the foreign authorities' requirements. The potential conflicts in legal
obligations could have an adverse impact on our operations in and outside China.

 Cybersecurity
Review Measures. In January 2022, the CAC and several other administrations jointly promulgated the amended Cybersecurity Review
Measures, or the Cybersecurity Review Measures, which became effective on February 15, 2022, and which supersede and replace the cybersecurity
review measures that became effective in June 2020. Pursuant to the Cybersecurity Review Measures, a "critical information infrastructure
operator," or a CIIO, that purchases network products and services or conducts data processing activities that affect or may affect
national security will be subject to cybersecurity review. The Cybersecurity Review Measures also expands the cybersecurity review to
"internet platform operators" in possession of personal information of over one million users if such operators intend to
list their securities in a foreign country. Alternatively, relevant governmental authorities in the PRC may initiate cybersecurity review
if they determine an operator's network products or services or data processing activities affect or may affect national security.
We do not believe that our Company constitutes a critical information infrastructure operator and we have less than one million registered
users on our digital platform.

 On
November 14, 2021, the Cyberspace Administration of China released the Regulations on Network Data Security (draft for public comments).
The draft Regulations on Network Data Security provide that data processors refer to individuals or organizations that autonomously determine
the purpose and the manner of processing data. If a data processor that processes personal data of more than one million users intends
to list overseas, it shall apply for a cybersecurity review. In addition, data processors that process important data or are listed overseas
shall carry out an annual data security assessment on their own or by engaging a data security services institution, and the data security
assessment report for the prior year should be submitted to the local cyberspace affairs administration department before January 31
of each year.

 Under
the Data Security Law and the Cybersecurity Review Measures, as long as we are not deemed to be an operator or a data processor and we
do not control more than one million users' personal information, we would not be required to apply for a cybersecurity review
by the CAC. However, if the CSRC, CAC, or other regulatory agency later promulgates new rules or explanations requiring that we obtain
their approvals for a follow-on offering, we may be unable to obtain such approvals which could significantly limit or completely hinder
our ability to offer additional securities to investors and our securities may substantially decline in value or be worthless.

 We
currently have less than one million registered users on our digital platform and only require and obtain user information after users
register with it. Given that we sell and service products through our digital platform, we may constitute a "data processor,"
but as the number of our online registered users is far less than one million, we do not believe that we are required to apply for a
cybersecurity review under the Cybersecurity Review Measures or the Regulations on Network Data Security (draft for public comments).
Nevertheless, the Regulations on Network Data Security (draft for public comments) are still being formulated and subject to further
changes. Although we believe we currently are not required to obtain clearance from the CAC under the Cybersecurity Review Measures,
the Regulations on Network Data Security (draft for public comments), or the Opinions on Strictly Cracking Down on Illegal Securities
Activities, we face uncertainties as to the interpretation or implementation of such regulations or rules and we may in the future be
required to perform a data security assessment annually either by ourselves or by retaining a third party data security service provider
and submitting such data security assessment report to the local agency every year under the draft Regulations on Network Data Security.

 Personal
Information Protection Law. On August 20, 2021, the Standing Committee of the National People's Congress of China promulgated
the Personal Information Protection Law (the "PIPL"), which took effect on November 1, 2021. In addition to other rules and
principles of personal information processing, the Personal Information Protection Law specifically provides rules for processing sensitive
personal information. Sensitive personal information refers to personal information that, once leaked or illegally used, could easily
lead to the infringement of human dignity or harm to the personal or property safety of an individual, including biometric recognition,
religious belief, specific identity, medical and health, financial account, personal whereabouts, and other information of an individual,
as well as any personal information of a minor under the age of 14. Only where there is a specific purpose and sufficient necessity,
and under circumstances where strict protection measures are taken, may personal information processors process sensitive personal information.
A personal information processor shall inform the individual of the necessity of processing such sensitive personal information and the
impact thereof on the individual's rights and interests. As uncertainties remain regarding the interpretation and implementation
of the Personal Information Protection Law, we cannot assure you that we will comply with the Personal Information Protection Law in
all respects and regulatory authorities may order us to rectify or terminate our current practice of collecting and processing sensitive
personal information.

 Summary.
Compliance with the PRC Cybersecurity Law, the Data Security Law, the Cybersecurity Review Measures, and the Personal Information Protection
Law, as well as additional laws and regulations that PRC regulatory bodies may enact in the future, may result in additional expenses
to us and subject us to negative publicity, which could harm our reputation among users and negatively affect the trading price of our
common stock in the future. PRC regulators, including the Department of Public Security, the Ministry of Industry and Information Technology,
the State Administration for Market Regulation, and the CAC, have been increasingly focused on regulation in the areas of data security
and data protection, and are enhancing the protection of privacy and data security by rulemaking and enforcement actions at central and
local levels. We expect that these areas will receive greater and continued attention and scrutiny from regulators and the public going
forward, which could increase our compliance costs and subject us to heightened risks and challenges associated with data security and
protection. We cannot assure you that we will be compliant with these new laws and regulations described above in all respects, and we
may become subject to penalties, including fines, suspension of business, prohibition against new user registration (even for a short
period of time) and revocation of required licenses, and our reputation and results of operations could be materially and adversely affected,
all of which could materially and adversely affect our business, financial condition, and results of operations.

 The
PRC government has broad discretion in determining rectifiable or punitive measures for non-compliance with or violations of PRC laws
and regulations. If the PRC government determines that we, our Hong Kong or PRC subsidiaries, or our VIE do not comply with applicable
law, it could revoke the VIE's and our PRC subsidiaries' business and operating licenses, require the VIE to discontinue
or restrict its operations, restrict the VIE's right to collect revenues, require the VIE to restructure its operations, impose
additional conditions or requirements with which the VIE may not be able to comply, impose restrictions on the VIE's business operations
or on its customers, or take other regulatory or enforcement actions against the VIE that could be harmful to its business, which could
materially and adversely affect the VIE's and the Company's business, financial condition, and results of operations.

 In
addition, any failure, or perceived failure, by us to comply with the above and other regulatory requirements or privacy protection-related
laws, rules, and regulations could result in reputational damage or proceedings or actions against us by governmental entities, consumers,
or others. These proceedings or actions could subject us to significant penalties and negative publicity, require us to change our data
and other business practices, increase our costs, and severely disrupt our business, all of which could negatively affect the trading
price of our common stock.

 Laws
and Regulations Relating to Intellectual Property Rights

to the Trademark Law of the PRC (the "Trademark Law"), the right to exclusive use of a registered trademark shall be limited
to trademarks which have been registered and to goods for which the use of trademark has been permitted. The period of validity of a
registered trademark shall be ten years, counted from the day the registration is made. According to the Trademark Law, (i) using a trademark
that is identical to a registered trademark on the same goods without the authorization of the owner of the registered trademark; (ii)
using a trademark that is similar to a registered trademark on the same goods or (iii) using a trademark that is identical with or similar
to a registered trademark on similar goods without the authorization of the owner of the registered trademark, which is likely to cause
confusion, shall be deemed to constitute an infringement of the exclusive right to use a registered trademark. The infringer shall, in
accordance with the regulations, undertake to cease the infringement, take remedial action, and pay damages.

 Taxation

 PRC
Enterprise Income Tax

 The
PRC Enterprise Income Tax Law, or EIT Law, and its implementation rules provide that from January 1, 2008, a uniform income tax rate
of 25% is applied equally to domestic enterprises as well as foreign investment enterprises.

 The
EIT Law and its implementation rules provide that a withholding tax at the rate of 10% is applicable to dividends and other distributions
payable by a PRC resident enterprise to investors who are "non-resident enterprises" (that do not have an establishment or
place of business in the PRC, or that have such establishment or place of business but the relevant dividend or other distribution is
not effectively connected with the establishment or place of business). However, pursuant to the Arrangement between the Mainland and
Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes
on Income effective on December 8, 2006, the withholding tax rate for dividends paid by a PRC resident enterprise is 5% if the Hong Kong
enterprise is determined by the competent tax authority in the PRC to have satisfies the relevant conditions and requirements under the
applicable laws; otherwise, the dividend withholding tax rate is 10%. According to the Notice of the PRC State Administration of Taxation
on Issues relating to the Administration of the Dividend Provision in Tax Treaties promulgated on February 20, 2009, and effective on
the same day, the corporate recipient of dividends distributed by PRC enterprises must satisfy the direct ownership thresholds at all
times during the 12 consecutive months preceding the receipt of the dividends. However, if a company is deemed to be a pass-through entity
rather than a qualified owner of benefits, it cannot enjoy the favorable tax treatments provided in the tax arrangement. In addition,
if transactions or arrangements are deemed by the relevant tax authorities to be entered into mainly for the purpose of enjoying favorable
tax treatments under the tax arrangement, such favorable tax treatments may be subject to adjustment by the relevant tax authorities
in the future.

Tax and Value-added Tax

to the Temporary Regulations on Business Tax, which were promulgated by the State Council on December 13, 1993, and effective on January
1, 1994, as amended on November 10, 2008, and effective January 1, 2009, any entity or individual conducting business in a service industry
is generally required to pay business tax at the rate of 5% on the revenues generated from providing such services.

 In
March 2016, the Ministry of Finance and SAT jointly issued the Pilot Program of Replacing Business Tax with Value-Added Tax ("VAT")
in an All-round Manner, or Circular 36, effective from May 2016, according to which PRC tax authorities have started imposing VAT on
revenues from various service sectors, including real estate, construction, financial services and insurance, as well as other lifestyle
service sectors, replacing the business tax replacing the business tax that co-existed with VAT for over 20 years. According to Provisional
Regulations on VAT of the PRC and its detailed rules for the Implementation, organizations and individuals engaging in the sale of goods
or processing, repair and assembly services, the sale of services, intangible assets, immovables, and importation of goods in the PRC
shall be taxpayers of VAT and shall pay VAT pursuant to these regulations.

Licenses

 Any
company that conducts business in the PRC must have a business license that covers a particular type of work. Other than regular business
licenses that we have already obtained, there is no special license or permit required for us to engage in the current businesses under
PRC laws and regulations.

 Any
company that conducts business in the PRC must have a business license that covers the scope of the business in which such company is
engaged. Following the 2021 Share Exchange, we conduct our business through our control of KP International Holding. Each of King Eagle
(China), King Eagle VIE, King Eagle (Beijing), King Eagle (Huai'an) and Kun Zhi Jian (Huai'an) holds a business license that
covers its present or planned business.

 King
Eagle (China)'s business license was issued on April 20, 2021. The scope of King Eagle (China)'s registered business includes,
among numerous other things: (i) wholesale sale of daily necessities; (ii) import and export of goods; (iii) Internet sales (except sales
of licensed goods); (iv) general merchandise sales; (v) pre-packaged food sales; (vi) pre-packaged health food sales; (vii) health consultation
services (excluding diagnosis and treatment services); (viii) sales of agricultural and sideline products; (ix) retail sales of protective
equipment for medical personnel; (x) wholesale sales of medical personnel protective equipment; (xi) wholesale sales of medical masks;
and (xii) retail sales of medical masks.

 King
Eagle VIE's business license was issued on April 16, 2021, and an amendment to the business license was filed on November 5, 2021.
The business scope includes, among numerous other things: general items: technical services, technical development, technical consultation,
technical exchange, technology transfer, technology promotion; Data processing services; Software development; Conference and exhibition
services; Advertising production; Advertising design and agency; Advertising release; Information consulting services (excluding licensed
information consulting services); Information technology consulting services; Marketing planning; Etiquette service; Professional design
services; Video recording and video production services; Graphic design and production; Commodity sales; Retail of computer hardware,
software and ancillary equipment; Stationery retail; Retail of arts and crafts and collectibles (other than ivory and its products);
Sales of electronic products; Food sales (pre-packaged food only); The second type of medical device sales; Retail of edible agricultural
products; Cosmetics retail; Apparel retail; Needle textile sales; Electric bicycle sales; Sales of household appliances; Jewelry retail;
Daily necessities sales; Sales of plastic products; Automobile decoration supplies sales; Daily sales of wood products; Sales of personal
hygiene products; Paper product sales; Sales of maternal and infant products; Marketing of sanitary and single-use medical supplies;
Sales of hair accessories; General merchandise sales; Rubber products sales; Sales of needle textiles and raw materials; Sales of labor
protection articles; Shoe and hat retail; Sanitary ware sales; Retail of kitchenware and household goods; Sales of daily chemical products;
Sales of sanitary ceramic products; Sales of clocks and timekeeping instruments; Sales of glasses (excluding contact lenses); Metal tool
sales; Sales of arts and crafts and ceremonial articles (except ivory and its products); Food detergent sales; Gift flower sales; Sales
of daily masks (non-medical); Sales of household goods; Enamel products sales; Retail of household appliances; Sales of non-electric
household appliances; Sales of bamboo products; Food with plastic packaging container tool products sales; Office supplies sales; Hardware
retail; Home audio-visual equipment sales; Furniture sales; Sales of sex toys for adults (excluding drugs and medical devices). (Except
for the items subject to approval according to law, independently carry out business activities according to law with the business license)
Approved items: Category I value-added telecommunications business; The second type of value-added telecommunications services; The third
type of medical device business; Pharmaceutical retail. (For projects subject to approval according to law, business activities can only
be carried out after the approval of the relevant departments, and the specific business projects shall be subject to the approval documents
or license of the relevant departments).

 King
Eagle (Beijing)'s business license was issued on December 1, 2022. The business scope includes, among numerous other things: general
items: technical services, technical development, technical consultation, technical exchange, technology transfer, technology promotion;
Organizing cultural and artistic exchange activities; Non-residential real estate lease; Food and beverage management; Conference and
exhibition services; Literary and artistic creation; Advertising release; Socio-economic advisory services; Enterprise management consulting;
Corporate image planning; Photography expansion service; Etiquette service; Translation services; Professional design services; Graphic
design and production; Wholesale of daily necessities; Software sales; Wholesale of computer hardware, software and auxiliary equipment;
Stationery wholesale; Arts and crafts and ceremonial articles manufacturing (except ivory and its products); Single-purpose commercial
prepaid card agent sales; Import and export of goods; Technology import and export; Art agent; Internet sales (except sales of licensed
goods); General merchandise sales; Office supplies sales; Retail of household appliances; Food sales (pre-packaged food only); Health
food (pre-packaged) sales; Health consultation services (excluding diagnosis and treatment services); Tourism development project planning
and consulting; Marketing planning; Agricultural and sideline product sales. (Except for the items subject to approval according to law,
independently carry out business activities according to law with the business license) Approved items: tourism business; Packaging and
decoration printing; Art import and export. (For projects subject to approval according to law, business activities can only be carried
out after approval by relevant departments, the specific business projects shall be subject to the approval documents or license of relevant
departments.)(Business activities of projects prohibited or restricted by national and municipal industrial policies shall not be engaged.)

 King
Eagle (Huai 'an)'s business license was issued on September 19, 2023. The business scope includes, among numerous other things:
General items: tele-health management services; Sales of Category I medical devices; Marketing of sanitary and single-use medical supplies;
TCM health care services (non-medical); The second category of medical device sales; Nursing facility services (excluding medical services);
Hospital management; Human resource services (excluding job intermediary activities and labor dispatch services); Elderly care service;
Network technology services; Information technology consulting services; Patient care services; Clinic services (except for items that
need to be approved according to law, independently carry out business activities according to law with business license). Licensed items:
the third type of medical device business; Internet hospital services relying on physical hospitals; Medical services; Medical device
Internet information service; Internet live broadcast technical services; Internet information services; Electronic authentication services;
Drug Internet information service; Information network dissemination of audiovisual programs; Call center (For projects subject to approval
according to law, business activities can only be carried out after approval by relevant departments, and the specific business projects
shall be subject to the approval results).

 Kun
Zhi Jian (Huai 'an)'s business license was issued on October 26, 2023. The business scope includes a variety of items: General
items: technical service, technology development, technology consultation, technology exchange, technology transfer, technology promotion;
Information technology consulting services; Network technology services; Sales of Category I medical devices; Marketing of sanitary and
single-use medical supplies; TCM health care services (non-medical); The second category of medical device sales; Nursing facility services
(excluding medical services); Hospital management; Human resource services (excluding job intermediary activities and labor dispatch
services); Elderly care service; Tele-health management services; Patient care services; Clinic services; Single-purpose commercial prepaid
card agent sales (except for items subject to approval according to law, independently carry out business activities according to law
with business license). Licensed items: Internet hospital services based on physical hospitals; Medical services; The third type of medical
device management; Medical device Internet information service; Internet live broadcast technical services; Internet information services;
Electronic authentication services; Drug Internet information service; Information network dissemination of audiovisual programs; Call
center (For projects subject to approval according to law, business activities can only be carried out after approval by relevant departments,
and the specific business projects shall be subject to the approval results)

 Dividend
Distributions

 Under
applicable PRC regulations, FIEs in China may pay dividends only out of their accumulated profits, if any, determined in accordance with
PRC accounting standards and regulations. In addition, a FIE in China is required to set aside at least 10% of its after-tax profit based
on PRC accounting standards each year to its general reserves until the accumulative amount of such reserves reach 50% of its registered
capital. These reserves are not distributable as cash dividends. The Board of Directors of a FIE has the discretion to allocate a portion
of its after-tax profits to staff welfare and bonus funds, which may not be distributed to equity owners except in the event of liquidation.

 After-tax
profits/losses with respect to the payment of dividends out of accumulated profits and the annual appropriation of after-tax profits
as calculated pursuant to PRC accounting standards and regulations do not result in significant differences as compared to after-tax
earnings as presented in our financial statements. However, there are certain differences between PRC accounting standards and regulations
and U.S. generally accepted accounting principles, arising from different treatment of items such as amortization of intangible assets
and change in fair value of contingent consideration rising from business combinations.

 In
addition, under the EIT Law, the Notice of the State Administration of Taxation on Negotiated Reduction of Dividends and Interest Rates,
which was issued on January 29, 2008, the Arrangement between the PRC and the Hong Kong Special Administrative Region on the Avoidance
of Double Taxation and Prevention of Fiscal Evasion, which became effective on December 8, 2006, and the Announcement of the State Administration
of Taxation on Issues Relating to "Beneficial Owner" in Tax Treaties, which became effective on April 1, 2018, dividends
from our PRC operating subsidiaries paid to us through our Hong Kong subsidiary may be subject to a withholding tax at a rate of 10%,
or at a rate of 5% if our Hong Kong subsidiary is considered a "beneficial owner" that is generally engaged in substantial
business activities and entitled to treaty benefits under the Arrangement between the PRC and the Hong Kong Special Administrative Region
on the Avoidance of Double Taxation and Prevention of Fiscal Evasion.

 Laws
and Regulations Related to Employment and Labor Protection

 On
June 29, 2007, the National People's Congress promulgated the Employment Contract Law of PRC ("Employment Contract Law"),
which became effective as of January 1, 2008, and amended on December 28, 2012. The Employment Contract Law requires employers to provide
written contracts to their employees, restricts the use of temporary workers and aims to give employees long-term job security.

to the Employment Contract Law, employment contracts lawfully concluded prior to the implementation of the Employment Contract Law and
continuing as of the date of its implementation shall continue to be performed. Where an employment relationship was established prior
to the implementation of the Employment Contract Law but no written employment contract was concluded, a contract must be concluded within
one month after its implementation.

 On
September 18, 2008, the State Council promulgated the Implementing Regulations for the PRC Employment Contract Law which came into effect
immediately. These regulations interpret and supplement the provisions of the Employment Contract Law.

 Our
standard employment contract complies with the requirements of the Employment Contract Law and its implementing regulations. We have
entered into written employment contracts with all of our employees.

to the PRC Labor Law and the PRC Labor Contract Law, employers must execute written labor contracts with full-time employees. All employers
must comply with local minimum wage standards. Violations of the PRC Labor Contract Law and the PRC Labor Law may result in the imposition
of fines and other administrative and criminal liability in the case of serious violations.

 In
addition, according to the PRC Social Insurance Law and Administration Measures on Housing Fund, employers like our PRC subsidiaries
in China must provide employees with welfare schemes covering pension insurance, unemployment insurance, maternity insurance, work-related
injury insurance, medical insurance, and housing funds. The various laws and regulations that govern employers' obligation to contribute
to the social security funds include the Social Insurance Laws of the PRC, the Interim Regulation on the Collection and Payment of Social
Insurance Premiums, the Decision of the State Council on Establishing a Unified System of the Basic Pension Insurance for Enterprise
Employees, the Circular on Relevant Issues concerning the Improvement of the Basic Pension Insurance Policy for Urban Employees, the
Regulation on Work-related Injury Insurance, the Regulation on Unemployment Insurance, the Decision of the State Council on Establishing
the Basic Medical Insurance System for Urban Employees, the Circular on the Issuance of Provisions on the Administration of Basic Medical
Insurance for Urban Employees, and the Trial Measures on Maternity Insurance for Enterprise Employees.

 Employees

 Currently,
we have a total of 34 full-time employees. The following table sets forth the number of our full-time employees by function.

 Function

 Number of Employees

 IT

 Finance

 Sales and Marketing

 General Affairs

 General Service

 Listing

 General and Administrative

 Planning

 Total

 None
of our employees belong to a union or are a party to any collective bargaining or similar agreement. We consider our relationships with
our employees to be good.

 ITEM
1A. RISK FACTORS

 As
a smaller reporting company, we are not required to include risk factors in this report. However, below is a partial list of material
risks, uncertainties and other factors that could have a material effect on the Company and its operations:

 Risks
Related to Our Business

 The
ability of the Company to continue as a going concern is dependent upon the Company's ability to raise additional funds and implement
its business plan.

 The
auditor's report on the audited consolidated financial statements of the Company included in this Annual Report include a paragraph
that indicates that they were prepared assuming that we would continue as a going concern. As of September 30, 2023, the Company incurred
cash outflows from operating activities of $427,030, a net loss of $2,149,213, and negative working capital of $5,523,743. These conditions
raise substantial doubt about the ability of the Company to continue as a going concern. The ability to continue as a going concern is
dependent upon generating profitable operations in the future and/or obtaining the necessary financing to meet our obligations and repay
our liabilities arising from normal business operations when they become due. In order to continue as a going concern for the next 12
months, the Company is focusing on promoting and selling its own brand of preventive health care products to wholesalers through Kun
Zhi Jian, an online platform launched in October 2022, streamlining its overhead costs, and, as necessary, obtaining financing or capital
funding from its stockholders or directors. In addition, in November 2023, the Company launched the Kun Zhi
Jian Mini Program through which it offers health screening and monitoring at the Kun Zhi Jian customer service center and promotes and
sells health care supplements and products to its customers and members. Management may seek additional funds, primarily through the
issuance of equity securities for cash or through loans from our officers and controlling stockholders, to operate our business. Management
estimates that additional capital will be necessary to support our operations and growth.

 We
may continue to incur losses in the future, and may not be able to return to profitability, which may cause the market price of our shares
to decline.

 The
Company incurred a net loss of $2,149,213 and $1,972,841, for the years ended September 30, 2023 and 2022, respectively. We have generated
very limited revenue. Our current operations are small with a short history. We may be unable to achieve our performance targets, which
will impact the Company's operating results. Our ability to achieve profitability depends on the competitiveness of our products
and services as well as our ability to control costs and to provide new products and services to meet the market demands and attract
new customers. Due to the numerous risks and uncertainties associated with the development of our business, we cannot guarantee that
we will be able to achieve profitability in the short-term or long-term. The Company continues to focus on increasing its revenue through
the sale of health care products on its online platform, King Eagle Mall, and promoting its own brand of preventive health care related
products on its new online platform to reduce its costs of goods sold, streamlining its overhead costs, or obtaining financing from its
stockholders or directors. Management may seek additional funds, primarily through the issuance of equity securities for cash and loans
from our officers and controlling stockholders, to operate our business and estimates that additional capital will be necessary to support
our operations and growth.

 We
have a limited operating history and face many of the risks and difficulties frequently encountered by development stage companies.

 Our
operating entity and our VIE, King Eagle (China), Kun Peng Tian Yu, and King Eagle VIE, commenced their operations in June 2020, August
2021, and September 2020, respectively. As a result of our limited operating history, our ability to accurately forecast our future operating
results is limited and subject to a number of uncertainties. We have encountered, and will continue to encounter, risks and uncertainties
frequently experienced by growing companies in rapidly changing industries, such as the risks and uncertainties described herein. If
our assumptions regarding these risks and uncertainties (which we use to plan our business) are incorrect or changed due to changes in
our markets, or if we do not address these risks and uncertainties successfully, our operating and financial results could differ materially
from our expectations, and our business could suffer.

 The
market in which we participate is intensely competitive, and if we do not compete effectively, our operating results could be harmed.

 The
market for health care and household products and services is fragmented, rapidly evolving and highly competitive, with relatively low
barriers to entry for certain applications and services. Some of our competitors may enjoy better competitive positions in certain geographic
regions or user demographics that we currently serve or may serve in the future. We expect competition in the online personal products
business to continue to increase because there are no substantial barriers to entry. We believe our ability to compete depends upon many
factors both within and beyond our control, including the following:

 the
 size and diversity of our member and paying subscriber bases;

 the
 timing and market acceptance of our apps, including the developments and enhancements to those apps and features relative to those
 offered by our competitors;

 customer
 service and support efforts;

 selling
 and marketing efforts; and

 our
 brand strength in the marketplace relative to our competitors.

 We
compete with traditional health care and household product retailers. We also compete with a number of large and small companies, including
internet portals and specialty-focused media companies, that provide online and offline products and services to the markets we serve.
Our principal mobile-based social e-commerce competitors include Pinduoduo (based on the group buying model), Weimeng (providing services
for micro-businesses), Taobao, and JD. Many of our current and potential competitors have longer operating histories, significantly greater
financial, technical, marketing, and other resources, and larger customer bases than we do. These factors may allow our competitors to
respond more quickly than we can to new or emerging technologies and changes in customer preferences. These competitors may engage in
more extensive research and development efforts, undertake more far-reaching marketing campaigns, and adopt more aggressive pricing policies
that may allow them to build larger member and paying subscriber bases than ours. Our competitors may develop products or services that
are equal or superior to our products and services or that achieve greater market acceptance than our products and services. These activities
could attract members and paying subscribers away from our websites and reduce our market share.

 In
addition, current and potential competitors are making, and are expected to continue to make, strategic acquisitions or are establishing
cooperatives and, in some cases, establishing exclusive relationships with significant companies or competitors to expand their businesses
or to offer more comprehensive products and services. To the extent that these competitors or potential competitors establish exclusive
relationships with major portals, search engines, and Internet Service Providers, or ISPs, our ability to reach potential members through
online advertising may be restricted. Any of these competitors could cause us difficulty in attracting and retaining members and in converting
members into paying subscribers and could jeopardize our existing affiliate program and relationships with portals, search engines, ISPs,
and other online properties.

 If
we fail to stay current with new technologies and trends in social e-commerce platforms and preventive health care and household products
and services, our applications could become obsolete.

 We
incur compensation costs for our internal technology support team not only for the creation of new applications, but also for ensuring
that our current applications will be compatible with new technologies. If our technology support team fails to upgrade our applications
to stay current with new technologies or to add new features that are popular for preventative healthcare and household uses, our applications
could become obsolete, which could result in a material adverse impact on our business and results of operations.

 We
depend heavily on key personnel, and turnover of key employees and senior management could harm our business.

 Our
future business and results of operations depend in significant part upon the continued contributions of our management, marketing, and
technical personnel. They also depend in significant part upon our ability to attract and retain additional qualified management, technical,
marketing, and sales and support personnel for our operations. As China is building its powerful technology industry and enhancing its
market-oriented economic system, competition for talent becomes increasingly fierce. Many of our potential competitors have greater financial,
personnel, technical, manufacturing, marketing, sales, and other resources than we do. If we lose a key employee or if a key employee
fails to perform in his or her current position, or if we are not able to attract and retain skilled employees as needed, our business
could suffer. We depend on the skills and abilities of these key employees in managing the technical, marketing, and sales aspects of
our business, any part of which could be harmed by significant turnover.

 We may
not be able to manage the expansion of our operations effectively.

 We
are in the process of developing our business in order to meet the potentially increasing demand for our products, as well as to capture
new market opportunities. Our current business operations are small with a short history. We may be unable to achieve our performance
targets, which will impact our operating results. As we continue to grow, we must continue to improve our operational and financial systems,
procedures, and controls, increase service capacity and output, and expand, train, and manage our growing employee base. In order to fund
our ongoing operations and our future growth, we need to have sufficient internal sources of liquidity or access to additional financing
from external sources. Furthermore, our management will be required to maintain and strengthen our relationships with our customers and
other third parties. Currently, we only have 34 full time employees. As a result, our continued expansion has placed, and will continue
to place, significant strains on our management personnel, systems, and resources. We also will need to further strengthen our internal
control and compliance functions to ensure that we will be able to comply with our legal and contractual obligations and minimize our
operational and compliance risks. Our current and planned operations, personnel, systems, internal procedures, and controls may not be
adequate to support our future growth. If we are unable to manage our growth effectively, we may not be able to take advantage of market
opportunities, execute our business strategies, or respond to competitive pressures.

 A recurrence of COVID-19 may
cause delays or limit our ability to expand our business.

 The
COVID-19 pandemic resulted in quarantines, travel restrictions, limitations on social or public gatherings, and the temporary closure
of business venues and facilities around the world. Due to restrictions, quarantines, and closures in certain affected areas and government
agencies in the PRC, the approval process of our applications for construction permits for Smart Kiosks was delayed by the local governmental
agencies and our Smart Kiosk project has been abandoned, which impacts our plan of enhancing our face-to-face customer services and increasing
our market share. The Company continues to focus its business on its online platform, King Eagle Mall, and to promote its own brand of
consumer health care and health-related household products on its new online platform, Kun Zhi Jian, which was introduced and implemented
in October 2022, to mitigate the adverse impacts of COVID-19. The Company has also launched the Kun Zhi Jian Mini Program, which consists
of three components: physiotherapy equipment, a customer service center, and a shopping mall.

 Therefore,
we do not expect that the virus will have a material adverse effect on our business or financial results at this time. However, it is
not possible to predict the unanticipated consequence of the pandemic on our future business performance and liquidity. The Company continues
to monitor and assess the evolving situation closely and evaluate its potential exposure.

 We will
rely on dividends and other distributions on equity paid by our subsidiaries to fund our cash and financing requirements, and any limitation
on the ability of our subsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business.

 Our
Company is a holding company, and we will rely on dividends and other distributions on equity paid by our subsidiaries for our cash and
financing requirements. Within our direct holding structure, the cross-border transfer of funds within our corporate group is legal and
compliant with the laws and regulations of the BVI, the PRC, Hong Kong, and the State of Nevada. Our subsidiaries in the PRC and Hong
Kong are permitted under the respective laws of China and Hong Kong to provide funding to us through dividends without restrictions on
the amount of the funds, other than as limited by the amount of their distributable earnings. However, to the extent cash is in our Hong
Kong or China subsidiaries, there is a possibility that the funds may not be available to fund our operations or for other uses outside
of either Hong Kong or China due to interventions or the imposition of restrictions and limitations by the Hong Kong or the PRC government
on the ability to transfer cash. In addition, if any of our subsidiaries incur debt on their own behalf in the future, the instruments
governing such debt may restrict their ability to pay dividends to their parent companies.

 Moreover,
to the extent that cash is in our PRC or Hong Kong subsidiaries, there is a possibility that the funds may not be available to fund our
operations or for other uses outside of the PRC or Hong Kong due to interventions or the imposition of restrictions and limitations by
the PRC or Hong Kong government on the ability to transfer cash. Any limitation on the ability of our PRC or Hong Kong subsidiaries
or our VIE to pay dividends or make other distributions to us could materially and adversely affect our financial position and the value
of our Ordinary Shares.

 Risks Relating
to our Commercial Relationship with our VIE

 PRC laws
and regulations governing our business and the validity of certain of our contractual arrangements are uncertain. If we are found to be
in violation of such PRC laws and regulations, our business may be negatively affected, and we may be forced to relinquish our interests
in those operations.

 PRC
laws and regulations prohibit or restrict foreign ownership of companies that operate Internet information and content, value added telecommunications,
and certain other businesses in which we are engaged or could be deemed to be engaged. Consequently, we conduct certain of our operations
and businesses in the PRC through our VIE. Our VIE Agreements give us effective control over King Eagle VIE and enable us to obtain substantially
all of the economic benefits arising from it as well as consolidate its financial results in our results of operations. Although the structure
we have adopted is commonly adopted by comparable companies in China, the PRC government may not agree that these arrangements comply
with PRC licensing, registration, or other regulatory requirements, with existing policies, or with requirements or policies that may
be adopted in the future.

 KPIL,
KP International Holding, and KP (China) are considered foreign investors or foreign invested enterprises under PRC law. As a result,
KPIL, KP International Holding, and KP (China) are subject to certain limitations under PRC law on foreign ownership of Chinese companies.
These laws and regulations are relatively new and may be subject to change, and their official interpretation and enforcement may involve
substantial uncertainty. The effectiveness of newly enacted laws, regulations, or amendments may be delayed, resulting in detrimental
reliance by foreign investors. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively.

 We
have been advised by our PRC counsel that the ownership structures of our PRC subsidiary and our VIE in China do not violate any applicable
PRC law, regulation, or rule currently in effect; and that the contractual arrangements between King Eagle (China), King Eagle VIE, and
its equity holders governed by PRC law are valid, binding, and enforceable in accordance with their terms and applicable PRC laws and
regulations currently in effect. However, our PRC counsel has also advised us that there are substantial uncertainties regarding the interpretation
and application of current PRC laws, rules, and regulations. Moreover, the binding rights over the VIE's subsidiaries in the contractual arrangements between King Eagle (China) and King Eagle
(Tianjin) are implicit and indirect and the company laws and regulations in the PRC governing the business operations of the VIE's
subsidiaries are uncertain. Accordingly, the PRC regulatory authorities and PRC courts may in the future
take a view that is contrary to the opinion of our PRC legal counsel.

 The
PRC government has broad discretion in dealing with violations of laws and regulations, including levying fines, revoking business and
other licenses, and requiring actions necessary for compliance. In particular, licenses and permits issued or granted to us by relevant
governmental bodies may be revoked at a later time by higher regulatory bodies. We cannot predict the effect of the interpretation of
existing or new PRC laws or regulations on our business. We cannot assure you that our current ownership and operating structure would
not be found in violation of any current or future PRC laws or regulations. As a result, we may be subject to sanctions, including fines,
and could be required to restructure our operations or cease to provide certain services. In addition, any litigation in China may be
protracted and result in substantial costs and diversion of resources and management attention. If the imposition of any of these government
actions causes us to lose our right to direct the activities of our VIE or to otherwise separate from them and if we are not able to restructure
our ownership structure and operations in a satisfactory manner, we would no longer be able to consolidate the financial results of our
VIE in our consolidated financial statements. Any of these or similar actions could significantly disrupt our business operations or restrict
us from conducting a substantial portion of our business operations, which could materially and adversely affect our business, financial
condition, and results of operations.

 We conduct substantially all
of our operations in China through our PRC subsidiary, King Eagle (China) and our VIE, with which King Eagle (China) maintains contractual
arrangements. There are risks associated with this structure as the PRC has not yet ruled on its legality.

 We
are not a Chinese operating company but rather a Nevada holding company with substantially all of our operations in the PRC conducted
by our PRC subsidiary, King Eagle (China), through contractual agreements with King Eagle (Tianjin), our VIE. Investors have not purchased
an equity interest in the VIE but have purchased equity interests in a holding company incorporated in the State of Nevada, and will never
directly hold equity interests in any of our subsidiaries or in our VIE in China.

 A
series of contractual agreements, including the Consulting Service Agreement, the Business Operation Agreement, the Proxy Agreement, the
Equity Disposal Agreement, and the Equity Pledge Agreement, have been entered into with our VIE. We have been advised by our PRC counsel
that the ownership structure of our VIE in China does not violate any applicable and explicit PRC laws and regulations currently in effect,
and each of the contractual agreements governed by PRC law is valid, binding, and enforceable in accordance with its terms, subject to
enforceability to applicable laws and the discretion of relevant government authorities in exercising their authority in connection with
the interpretation and implementation thereof. As a result of the contractual agreements, the Company is the primary beneficiary of the
VIE for accounting purposes, and the Company has consolidated the results of operations, financial position, and cash flows of the VIE
in its consolidated financial statements under U.S. GAAP. The contractual arrangements with the VIE provide us with a "controlling
financial interest" in the VIE by granting us: (i) the power to direct activities of the VIE that most significantly affect its
economic performance; and (ii) the right to receive economic benefits from the VIE.

 However,
there are risks associated with this structure as the PRC has not yet ruled on its legality. As such, the VIE structure involves unique
risks to our investors in the Nevada holding company, including:

 (i) Our
contractual arrangements may not be as effective in providing us with operational control, and shareholders of the VIE may fail to perform
their obligations under the contractual arrangements.

 (ii) We
may incur substantial costs to enforce the terms of the arrangements with the VIE.

 (iii) The
legality and enforceability of the contractual arrangements by and among our PRC subsidiaries and the VIE have not been tested in a court
of law in China.

 (iv) The
equity holders, directors and executive officers of the VIE as well as our employees who execute other strategic initiatives may have
potential conflicts of interest with our company

 (v) There
are substantial uncertainties regarding the interpretation and application of current and future PRC laws, regulations and rules regarding
the status of our Nevada holding company with respect to the contractual arrangements with the VIE.

 (vi) It
is uncertain whether any new PRC laws or regulations relating to VIE structures will be adopted or, if adopted, what they would provide.

 (vii) If
we or our VIE is found to be in violation of any existing or future PRC laws or regulations, or fail to obtain or maintain any of the
required licenses, permits, registrations, or approvals, the relevant PRC regulatory authorities would have broad discretion to take action
in dealing with such violations or failures.

 (viii) If
the PRC government finds that the agreements that establish the VIE structure for operating our business do not comply with PRC laws and
regulations, or if these regulations or their interpretations change in the future, we would be subject to severe penalties or be forced
to relinquish our interest in those operations.

 (ix) If
the PRC government deems that our contractual arrangements with the VIE do not comply with PRC regulatory restrictions on foreign investment
in the relevant industries, or if these regulations or the interpretation of existing regulations change or any interpreted differently
in the future, we could be subject to severe penalties or be forced to relinquish our interests in these operations.

 (x) The
Company, King Eagle (China), King Eagle VIE, and our investors face uncertainty with respect to potential future actions by the PRC government
that could affect the enforceability of the contractual arrangements with the VIE and consequently significantly affect the financial
performance of the VIE and our Company as a whole.

 (xi) The
PRC regulatory authorities could disallow the VIE structure, which would likely result in a material change in our operations and cause
the value of our securities, including those we have or may in the future register for sale, to significantly decline or become worthless.

 If
the PRC government determines that our agreements with King Eagle (Tianjin) VIE or our VIE structure do not comply with PRC regulations,
or if these regulations change or are interpreted differently in the future, our securities may decline in value or become worthless if
the determinations, changes, or interpretations result in our inability to assert contractual control over the assets of King Eagle VIE,
as King Eagle VIE and its subsidiary conduct all or substantially all of our operations.

 Our arrangements
with our VIE and its shareholders may be subject to scrutiny by the PRC tax authorities. Any adjustment of related party transaction pricing
could lead to additional taxes, and therefore could have an adverse effect on our income and expenses.

 The
tax regime in China is rapidly evolving and there is significant uncertainty for taxpayers in China as PRC tax laws may be interpreted
in significantly different ways. The PRC tax authorities may assert that we or our subsidiaries or VIE, or its equity holders, owe and/or
are required to pay additional taxes on previous or future revenue or income. In particular, under applicable PRC laws, rules, and regulations,
arrangements and transactions among related parties, such as the contractual arrangements with our VIE, may be subject to audit or challenge
by the PRC tax authorities. We could face material and adverse tax consequences if the PRC tax authorities determine that our agreements
with our VIE and its shareholders were not entered into based on arm's length negotiations. As a result, they may adjust our income
and expenses for PRC tax purposes in the form of a transfer pricing adjustment. Such an adjustment may require that we pay additional
PRC taxes plus applicable penalties and interest, if any.

 Our current
corporate structure and business operations may be substantially affected by the newly enacted Foreign Investment Law.

 On
March 15, 2019, the National People's Congress promulgated the Foreign Investment Law, which took effect on January 1, 2020. Since
it is relatively new, substantial uncertainties exist in relation to its interpretation and implementation. The Foreign Investment Law
does not explicitly classify variable interest entities that are controlled through contractual arrangements as foreign invested enterprises
even if they are ultimately "controlled" by foreign investors. However, it has a catch-all provision under the definition
of "foreign investment" that includes investments made by foreign investors in China through other means as provided by laws,
administrative regulations, or the State Council. Therefore, it still leaves leeway for future laws, administrative regulations, or provisions
of the State Council to provide for contractual arrangements as a form of foreign investment, at which time it will be uncertain whether
our contractual arrangements will be deemed to be in violation of the market access requirements for foreign investment in the PRC, and
if they are deemed to be in violation, how our contractual arrangements should be dealt with.

 The
Foreign Investment Law grants national treatment to foreign-invested entities, except for those foreign-invested entities that operate
in industries specified as either "restricted" or "prohibited" from foreign investment in the Special Administrative
Measures (Negative List) for Foreign Investment Access jointly promulgated by MOFCOM and the NDRC that took effect in July 2020. The Foreign
Investment Law provides that foreign-invested entities operating in "restricted" or "prohibited" industries will
require market entry clearance and other approvals from relevant PRC government authorities. If our control over our VIE through contractual
arrangements is deemed to be foreign investment in the future, and if any business of our VIE is "restricted" or "prohibited"
from foreign investment under the "negative list" effective at the time, we may be deemed to be in violation of the Foreign
Investment Law, the contractual arrangements that allow us to have control over our VIE may be deemed to be invalid and illegal, and we
may be required to unwind such contractual arrangements and/or restructure our business operations, any of which may have a material adverse
effect on our business operations.

 Furthermore,
if future laws, administrative regulations, or provisions mandate further actions to be taken by companies with respect to existing contractual
arrangements, we may face substantial uncertainties as to whether we can complete such actions in a timely manner, or at all. Failure
to take timely and appropriate measures to cope with any of these or similar regulatory compliance challenges could materially and adversely
affect our current corporate structure and business operations.

 Our contractual
arrangements may not be as effective in providing control over our variable interest entity as direct ownership.

 We
rely on contractual arrangements with our VIE to operate our electronic platform in China and other businesses in which foreign investment
is restricted or prohibited. These contractual arrangements may not be as effective as direct ownership in providing us with control over
our VIE.

 If
we had direct ownership of the VIE, we would be able to exercise our rights as an equity holder directly to effect changes in the
Board of Directors of the entity, which could effect changes at the management and operational level. Under our contractual
arrangements, we would be able to change the members of the Board of Directors of the entity exclusively by influencing the equity
holders' votes, and we would have to rely on the variable interest entity and the variable interest entity equity holders to
perform their obligations under the contractual arrangements in order to exercise our control over the variable interest entity. The
variable interest entity equity holders may have conflicts of interest with us or our shareholders, and they may not act in the best
interests of our Company or may not perform their obligations under these contracts. For example, our VIE, our VIE's
subsidiaries, and our VIE's equity holders could breach their contractual arrangements with us by, among other things, failing
to conduct their operations, including maintaining our website and using our domain names and trademarks, which the variable
interest entity has the exclusive right to use, in an acceptable manner, or taking other actions that are detrimental to our
interests. Pursuant to the call option, we may replace the equity holders of the VIE at any time pursuant to the contractual
arrangements. However, if any equity holder is uncooperative and any dispute relating to these contracts or to the replacement of
the equity holder were to remain unresolved, we would have to enforce our rights under the contractual arrangements through the
operation of PRC law and arbitral or judicial agencies, which may be costly and time-consuming and would be subject to uncertainties
in the PRC legal system. Additionally, the binding rights over the VIE's subsidiaries in the contractual arrangements between
King Eagle (China) and King Eagle (Tianjin) are implicit and indirect and the company laws and regulations in the PRC governing the
business operations of the VIE's subsidiaries are uncertain. Consequently, the contractual arrangements may not be as
effective as direct ownership in ensuring our control over the relevant portion of our business operations.

 Any failure
by our VIE, our VIE's subsidiaries, or our VIE's equity holders to perform their obligations under the contractual arrangements would have a material adverse effect
on our business, financial condition, and results of operations.

 If
our VIE, our VIE's subsidiaries, or our VIE's equity holders fail to perform their respective obligations under the contractual arrangements, we may have to incur substantial
costs and expend additional resources to enforce such arrangements. Although we have entered into an option agreement in relation to our
variable interest entity, which provides that we may exercise an option to acquire, or nominate a person to acquire, ownership of the
equity in that entity or, in some cases, its assets, to the extent permitted by applicable PRC laws, rules, and regulations, the exercise
of the option is subject to the review and approval of the relevant PRC governmental authorities. We have also entered into an equity
interest pledge agreement with respect to the variable interest entity to secure certain obligations of such VIE or its equity holders
to us under the contractual arrangements. However, the enforcement of such agreement through arbitral or judicial agencies may be costly
and time-consuming and would be subject to uncertainties in the PRC legal system. Moreover, our remedies under the equity pledge agreement
are primarily intended to help us collect debts owed to us by the variable interest entity equity holders under the contractual arrangements
and may not help us in acquiring the assets or equity of the variable interest entity.

 The
contractual arrangements are governed by PRC law and provide for the resolution of disputes through arbitration or court proceedings in
China. Accordingly, these contracts would be interpreted in accordance with PRC law and any disputes would be resolved in accordance with
PRC legal procedures. The legal system in the PRC is not as developed as in some other jurisdictions, such as the United States. Moreover,
there are very few precedents and little formal guidance as to how contractual arrangements in the context of a variable interest entity
should be interpreted or enforced under PRC law, and as a result it may be difficult to predict how an arbitration panel or court would
view such contractual arrangements. As a result, uncertainties in the PRC legal system could limit our ability to enforce the contractual
arrangements. Under PRC law, if the losing parties fail to carry out the arbitration awards or court judgments within a prescribed time
limit, the prevailing parties may only enforce the arbitration awards or court judgments in PRC courts, which would require additional
expense and delay. In the event we are unable to enforce the contractual arrangements, we may not be able to exert effective control over
our variable interest entity, and our ability to conduct our business, as well as our financial condition and results of operations, may
be materially and adversely affected.

 Risks Related
to Doing Business in China

 Changes
in international trade or investment policies and barriers to trade or investment and the ongoing geopolitical conflict may have an adverse
effect on our business and expansion plans and could lead to the delisting of our securities from U.S. exchanges and/or other restrictions
or prohibitions on investing in our securities.

 In
recent years, international market conditions and the international regulatory environment have been increasingly affected by competition
among countries and geopolitical frictions. In particular, the U.S. administration has advocated for and taken steps toward restricting
trade in certain goods, particularly from China. From 2018 to late 2019, the United States announced several tariff increases that applied
to products imported from China, totaling over US$550 billion. By the end of 2019, the two countries had reached a phase one trade deal
to roll back tariffs and suspend certain tariff increases by the United States that were scheduled to take effect from December 2019,
and in January 2020, the two sides entered into a formal phase one agreement on trade. The progress of trade talks between China and the
United States is subject to uncertainties, and there can be no assurance as to whether the United States will maintain or reduce tariffs
or impose additional tariffs on Chinese products in the near future. Furthermore, in August 2019, the U.S. Treasury Department labelled
China as a currency manipulator, which label was officially dropped by the U.S. Treasury Department in January 2020. However, it is uncertain
whether the U.S. government may issue any similar announcements in the future. As a result of such announcement, the United States may
take further actions to eliminate perceived unfair competitive advantages created by alleged manipulating actions. Changes to national
trade or investment policies, treaties and tariffs, fluctuations in exchange rates, or the perception that these changes could occur could
adversely affect the financial and economic conditions in China, as well as our future international and cross-border operations, our
financial condition, and our results of operations.

 In
addition, the United States is considering ways to limit U.S. investment portfolio flows into China. For example, in May 2020, under pressure
from U.S. administration officials, the independent Federal Retirement Thrift Investment Board suspended its implementation of plans to
change the benchmark of one of its retirement asset funds to an international index that includes companies in emerging markets, including
China. China-based companies, including us, may become subject to executive orders or other regulatory actions that may, among other things,
prohibit U.S. investors from investing in these companies and delist the securities of these companies from U.S. exchanges. As a result,
U.S. and certain other persons may be prohibited from investing in the securities of our Company, whether or not they are listed on U.S.
exchanges. For example, in November 2020, the U.S. administration issued U.S. Executive Order 13959, prohibiting investments by any U.S.
person in publicly traded securities of certain Chinese companies that are deemed owned or controlled by the Chinese military. In May
2021, the American depositary shares of China Telecom, China Mobile, and China Unicom were delisted from the NYSE to comply with this
executive order. In June 2021, the U.S. administration expanded the scope of the executive order to Chinese defense and surveillance technology
companies. Geopolitical tensions between China and the United States may intensify and the United States may adopt even more drastic measures
in the future.

 China
and other countries have retaliated and may further retaliate in response to new trade policies, treaties and tariffs implemented by the
United States. For instance, in response to the tariffs announced by the United States, in 2018 and 2019, China announced it would stop
buying U.S. agricultural products and imposed tariffs on over US$185 billion worth of U.S. goods. Although China subsequently granted
tariff exemptions for certain U.S. products as a result of trade talks and the phase one trade deal with the United States, it is uncertain
whether there will be any further material changes to China's tariff policies. Any further actions to increase existing tariffs
or impose additional tariffs could result in an escalation of the trade conflict, which would have an adverse effect on manufacturing,
trade, and a wide range of industries that rely on trade, including logistics, retail sales, and other businesses and services, which
could adversely affect our business operations and financial results.

 Additionally,
China has issued regulations to give itself the ability to unilaterally nullify the effects of certain foreign restrictions that are deemed
to be unjustified to Chinese individuals and entities. The Rules on Counteracting Unjustified Extra-territorial Application of Foreign
Legislation and Other Measures promulgated by the Ministry of Commerce ("MOFCOM") on January 9, 2021 with immediate effect,
provide that, among other things, Chinese individuals or entities are required to report to the MOFCOM within 30 days if they are prohibited
or restricted from engaging in normal business activities with third-party countries or their nationals or entities due to non-Chinese
laws or measures; and the MOFCOM, following the decision of the relevant Chinese authorities, may issue prohibition orders contravening
such non-Chinese laws or measures. Furthermore, on June 10, 2021, the Standing Committee of the National People's Congress of China
promulgated the Anti-foreign Sanctions Law, which came into effect on the same day. The Anti-foreign Sanctions Law prohibits any organization
or individual from implementing or providing assistance in implementation of discriminatory restrictive measures taken by any foreign
state against the citizens or organizations of China. In addition, all organizations and individuals in China are required to implement
the retaliatory measures taken by relevant departments of the State Council. Since the aforesaid laws and rules were newly promulgated,
there exist high uncertainties as to how such regulations will be interpreted and implemented and how they would affect our business and
results of operations or the trading prices of our Shares.

 The
institution of trade tariffs both globally and between the U.S. and China specifically carries the risk of negatively affecting China's
overall economic condition, which could have a negative impact on us.

 Trade
tensions and policy changes have also led to measures that could have adverse effects on China-based issuers, including proposed legislation
in the United States that would require listed companies whose audit reports and/or auditors who are subject to review by PCAOB to be
subject to enhanced disclosure obligations and be subject to delisting if they do not comply with the requirements.

 The enactment
of the Law of the PRC on Safeguarding National Security in the Hong Kong Special Administrative Region (the "Hong Kong National
Security Law") could impact our Hong Kong subsidiaries, and the market price for our shares could be adversely affected by increased
tensions between the United States and China.

 Recently
there have been heightened tensions in the economic and political relations between the United States and China. On June 30, 2020, the
Standing Committee of the PRC National People's Congress issued the Law of the People's Republic of China on Safeguarding
National Security in the Hong Kong Special Administrative Region (HKSAR). This law defines the duties and government bodies of the HKSAR
for safeguarding national security and four categories of offences-secession, subversion, terrorist activities, and collusion with a foreign
country or external elements to endanger national security-and their corresponding penalties. On July 14, 2020, U.S. President Donald
Trump signed the Hong Kong Autonomy Act, or HKAA, into law, authorizing the U.S. administration to impose blocking sanctions against individuals
and entities who are determined to have materially contributed to the erosion of Hong Kong's autonomy. On August 7, 2020, the U.S.
government imposed HKAA-authorized sanctions on eleven individuals, including HKSAR chief executive Carrie Lam. On October 14, 2020, the
U.S. State Department submitted to relevant committees of Congress the report required under the HKAA, identifying persons materially
contributing to "the failure of the Government of China to meet its obligations under the Joint Declaration or the Basic Law."
The HKAA further authorizes secondary sanctions, including the imposition of blocking sanctions, against foreign financial institutions
that knowingly conduct a significant transaction with foreign persons sanctioned under this authority. The imposition of sanctions such
as those provided in the HKAA is in practice discretionary and highly political, especially in a relationship as extensive and complex
as that between the United States and China. It is difficult to predict the full impact of the Hong Kong National Security Law and HKAA
on Hong Kong and companies located in Hong Kong like our Hong Kong subsidiaries. If we or our Hong Kong or PRC subsidiaries are determined
to be in violation of the Hong Kong National Security Law or the HKAA by competent authorities, our business operations, financial position,
and results of operations could be materially and adversely affected. Furthermore, legislative or administrative actions in respect of
Sino-U.S. relations could cause investor uncertainty for affected issuers, including us, and the market price of our shares could be adversely
affected.

 The Chinese
government may choose to exercise significant oversight and discretion over the conduct of our and our VIE's business operations
in China.

 The
Chinese government may choose to exercise significant oversight and discretion over the conduct of our and our VIE's business operations
in China. Such governmental actions:

 could result in a material change in our VIE's operations;

 could significantly limit or completely hinder our and our VIE's ability to continue our operations in China;

 could significantly limit or completely hinder our ability to offer or continue to offer our shares to investors; and

 may cause our shares to significantly decline in value or become worthless.

 Recently,
the PRC government initiated a series of regulatory actions and new policies to regulate business operations in certain areas in China
with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based
companies listed overseas using a VIE structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the
efforts in anti-monopoly enforcement. Since these statements and regulatory actions are new, it is highly uncertain how soon the legislative
or administrative regulation-making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations
will be modified or promulgated, if any. It is also highly uncertain what the potential impact of any such modified or new laws and regulations
will be on our daily business operations, our ability to accept foreign investments, and the continued listing of our shares in the U.S.
markets. These actions could result in a material change in our operations and/could cause the value of our shares to significantly decline
or become worthless.

 The
Chinese government has also exercised, and continues to exercise, substantial control over virtually every sector of the Chinese
economy through regulation and state ownership, including those relating to regulation of the health product industry, taxation,
import and export tariffs, environmental regulations, land use rights, property ownership and other matters. We believe that the
business operations of our VIE and its subsidiaries in China are in material compliance with all applicable legal and regulatory
requirements. However, the central or local governments of the jurisdictions in which it operates may impose new, stricter
regulations or interpretations of existing regulations that would require additional expenditures and efforts on our VIE's
part to ensure its compliance with such regulations or interpretations. Accordingly, government actions in the future could have a
significant effect on our VIE and our VIE's subsidiaries and on their businesses which, in turn, could have a negative effect on the
value of our shares.

 The new
Overseas Listing Rules and other relevant rules promulgated by the CSRC may subject us to additional compliance requirements in the future.

 On
February 17, 2023, the China Securities Regulatory Commission (the "CSRC") released the Trial Administrative Measures of Overseas
Securities Offering and Listing by Domestic Companies, or the Trial Measures, which came into effect on March 31, 2023. On the same date
as the issuance of the Trial Measures, the CSRC circulated No. 1 to No. 5 Supporting Guidance Rules, the Notes on the Trial Measures,
the Notice on Administration Arrangements for the Filing of Overseas Listings by Domestic Enterprises, and the relevant CSRC Answers to
Reporter Questions on the official website of the CSRC, or collectively, the Guidance Rules and Notice. The Trial Measures, together with
the Guidance Rules and Notice, reiterate the basic supervision principles as reflected in the Overseas Listing Regulations by providing
substantially the same requirements for filings of overseas offering and listing by domestic companies, yet made the following updates
compared to the Overseas Listing Regulations: (a) further clarification of the circumstances prohibiting overseas issuance and listing;
(b) further clarification of the standard of indirect overseas listing under the principle of substance over form, and (c) adding more
details on filing procedures and requirements by setting different filing requirements for different types of overseas offering and listing.

to the Trial Measures and the Guidance Rules and Notice, a domestic company that seeks to offer or list securities overseas, either directly
or indirectly, should fulfill the filing procedure and report relevant information to the CSRC within three working days following its
submission of an initial public offering or listing application. Companies that have already been listed on overseas stock exchanges or
that have obtained approval from overseas securities regulators or stock exchanges for their offering and listing and that complete their
overseas offering and listing prior to September 30, 2023 are not required to make immediate filings for their listing, yet need to make
filings for subsequent offerings in accordance with the Trial Measures. Companies that have already submitted an application for an initial
public offering to overseas securities regulators prior to the effective date of the Trial Measures but have not yet obtained approval
from overseas securities regulators or stock exchanges for the offering and listing may arrange for the filing within a reasonable time
period and should complete the filing procedure before such companies' overseas issuance and listing.

to the Notice on Administration Arrangements for the Filing of Overseas Listings by Domestic Enterprises, domestic companies that have
already been listed overseas before the effective date of the Trial Measures, March 31, 2023, shall be deemed Existing Issuers, and Existing
Issuers are not required to complete the filing procedures immediately, but they will be required to file with the CSRC for any subsequent
offerings. If a domestic company fails to complete required filing procedures or conceals any material fact or falsifies any major content
in its filing documents, such domestic company may be subject to administrative penalties, such as an order to rectify, warnings, and
fines, and its controlling shareholders, actual controllers, the person directly in charge, and other directly liable persons may also
be subject to administrative penalties, such as warnings and fines.

 On
February 24, 2023, the CSRC, together with the Ministry of Finance, the National Administration of State Secrets Protection and National
Archives Administration of China, revised the Provisions on Strengthening Confidentiality and Archives Administration for Overseas Securities
Offering and Listing, which were issued by the CSRC and National Administration of State Secrets Protection and National Archives Administration
of China in 2009, or the Provisions. The revised Provisions were issued under the title the "Provisions on Strengthening Confidentiality
and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies," and came into effect on March 31,
2023, together with the Trial Measures. One of the major revisions to the revised Provisions is expanding their application to cover indirect
overseas offerings and listing, as is consistent with the Trial Measures. The revised Provisions require that, among other things, (a)
a domestic company that plans to, either directly or indirectly through its overseas listed entity, publicly disclose or provide to relevant
individuals or entities, including securities companies, securities service providers, and overseas regulators, any documents and materials
that contain state secrets or working secrets of government agencies, shall first obtain approval from competent authorities according
to law, and file with the secrecy administrative department at the same level; and (b) a domestic company that plans to, either directly
or indirectly through its overseas listed entity, publicly disclose or provide to relevant individuals and entities, including securities
companies, securities service providers, and overseas regulators, any other documents and materials that, if leaked, will be detrimental
to national security or public interest, shall strictly fulfill relevant procedures stipulated by applicable national regulations. Any
failure or perceived failure by the Company and its subsidiaries to comply with the above confidentiality and archives administration
requirements under the revised Provisions and other PRC laws and regulations may result in the relevant entities being held legally liable
by competent authorities and referred to the judicial organ to be investigated for criminal liability if suspected of committing a crime.

 Although,
as of the date of this Annual Report, the Company is not considering any offerings of its securities, if we should seek to effect an overseas
follow-on offering in the future, we may be required to comply with the Trial Measures and the revised Provisions, which would subject
us to additional compliance requirements in the future. There are still uncertainties regarding the interpretation and implementation
of such regulatory guidance, and we cannot assure you that we will be able to comply with all the new regulatory requirements of the Trial
Measures, the revised Provisions, or any future implementing rules on a timely basis, or at all. Any failure by us to fully comply with
the new regulatory requirements, including but not limited to the failure to complete the filing procedures with the CSRC, if required,
may significantly limit or completely hinder our ability to offer or continue to offer our common stock on a US exchange, cause significant
disruption to our business operations, and severely damage our reputation, which would materially and adversely affect our financial condition
and results of operations and cause our securities to significantly decline in value or become worthless.

 Changes
in the policies, regulations and rules, and the enforcement of laws of the PRC government may be implemented quickly with little
advance notice and could have a significant impact upon our VIE's and our VIE's subsidiaries' ability to operate
profitably in the PRC. The PRC legal system also embodies uncertainties, which could limit law enforcement availability. Therefore,
our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain.

 The
PRC legal system is a civil law system based on written statutes. Unlike common law systems, decided legal cases have little precedence.
In 1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general.
The overall effect of legislation over the past several decades has significantly enhanced the protections afforded to various forms of
foreign investment in China. The Company's PRC subsidiaries, its VIE, and its VIE's subsidiary are subject to PRC laws and
regulations. However, these laws and regulations change frequently, and the interpretation and enforcement thereof involve uncertainties.
For instance, we may have to resort to administrative and court proceedings to enforce the legal protections to which we are entitled
to by law or contract. However, since PRC administrative and court authorities have significant discretion in interpreting statutory and
contractual terms, it may be difficult to evaluate the outcome of administrative court proceedings and the level of law enforcement that
we would receive in more developed legal systems. Such uncertainties, including the inability of our PRC subsidiaries to enforce their
contracts, could affect our business and operation. In addition, confidentiality protections in China may not be as effective as in the
United States or other countries. Accordingly, we cannot predict the effect of future developments in the PRC legal system, particularly
with regard to our business, including the promulgation of new laws. This may include changes to existing laws or the interpretation or
enforcement thereof, or the preemption of local regulations by national laws. These uncertainties could limit the availability of law
enforcement.

 The
legal system in China, it laws and regulation changing frequently and the uncertainty in interpretation and enforcement of those laws
could result in a material change in our operations, and further significantly limit or completely hinder our ability to offer or continue
to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

 Changes
in China's economic, political, or social conditions or government policies could have a material adverse effect on our business
and results of operations and could significantly limit or completely hinder our ability to offer or continue to offer securities to investors
and cause the value of such securities to significantly decline or be worthless.

 Substantially
all of our operations are conducted in the PRC. Accordingly, our financial condition and results of operations are affected to a significant
extent by economic, political, and legal developments in the PRC or changes in government relations between China and the United States
or other governments. There is significant uncertainty about the future relationship between the United States and China with respect
to trade policies, treaties, government regulations and tariffs.

 The
PRC economy differs from the economies of most developed countries in many respects, including the extent of government involvement, level
of development, growth rate, control of foreign exchange and allocation of resources. Although the PRC government has implemented measures
emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets, and the establishment
of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the government.
In addition, the PRC government continues to play a significant role in regulating industry development by imposing industrial policies.

 The
PRC government also exercises significant control over China's economic growth by allocating resources, controlling payment of foreign
currency-denominated obligations, setting monetary policy, regulating financial services and institutions, and providing preferential
treatment to particular industries or companies.

 While
the PRC economy has experienced significant growth in the past four decades, growth has been uneven, both geographically and among various
sectors of the economy. Since 2020 due to the global pandemic, growth of the Chinese economy has slowed down. The PRC government has implemented
various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall PRC
economy but may also have a negative effect on us. Our financial condition and results of operation could be materially and adversely
affected by government control over capital investments or changes in tax regulations that are applicable to us. In addition, the PRC
government has implemented in the past certain measures, including interest rate increases, to control the pace of economic growth. These
measures may cause decreased economic activity.

 We
cannot assure you that the PRC's economy will continue to grow, or that if there is growth, such growth will be steady and uniform,
or that if there is a slowdown, such slowdown will not have a negative effect on its business and results of operations.

 In
July 2021, the Chinese government provided new guidance on China-based companies raising capital outside of China, including through VIE
arrangements. In light of such developments, the SEC has imposed enhanced disclosure requirements on China-based companies seeking to
register securities with the SEC. As substantially all of our operations are based in China, any future Chinese, U.S., or other rules
and regulations that place restrictions on capital raising or other activities by China based companies could adversely affect our business
and results of operations. If the business environment in China deteriorates from the perspective of domestic or international investment,
or if relations between China and the United States or other governments deteriorate, the Chinese government may intervene with our operations
and our business in China and in the United States.

 Uncertainties
with respect to the PRC legal system could limit the legal protections available to you and us.

 We
conduct substantially all of business through our operating subsidiary in the PRC. Our PRC subsidiary, the VIE, and the VIE's subsidiaries
are subject to laws and regulations applicable to foreign investments in China and, in particular, laws applicable to FIEs as well as
various PRC laws and regulations generally applicable to companies incorporated in China. The PRC legal system is based on written statutes,
and prior court decisions may be cited for reference but have limited precedential value. Since 1979, a series of new PRC laws and regulations
have significantly enhanced the protections afforded to various forms of foreign investments in China. However, since these laws and regulations
are relatively new and the PRC legal system continues to evolve rapidly, the interpretations of many laws, regulations, and rules are
not always uniform, and enforcement of these laws, regulations, and rules involve uncertainties, which may limit legal protections available
to you and us.

 From
time to time, we may have to resort to administrative and court proceedings to enforce our legal rights. Any administrative and court
proceedings in China may be protracted, resulting in substantial costs and diversion of resources and management attention. Since PRC
administrative and court authorities have significant discretion in interpreting and implementing statutory provisions and contractual
terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy
than in more developed legal systems. These uncertainties may impede our ability to enforce the contracts we have entered into and could
materially and adversely affect our business and results of operations.

 Furthermore,
the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or
at all and may have retroactive effect. As a result, we may not be aware of our violation of any of these policies and rules until sometime
after the violation. Such unpredictability towards our contractual, property (including intellectual property) and procedural rights could
adversely affect our business and impede our ability to continue our operations.

 We may
face obstacles from the communist system in the PRC.

companies conducting operations in the PRC face significant political, economic, and legal risks. The communist regime in the PRC may
hinder Western investment in the Company.

 We may
have difficulty establishing adequate management, legal and financial controls in the PRC.

 The
PRC historically has been deficient in Western style management and financial reporting concepts and practices, as well as in modern banking,
computer, and other control systems. We may have difficulty in hiring and retaining a sufficient number of qualified employees to work
in the PRC. As a result of these factors, we may experience difficulty in establishing management, legal and financial controls, collecting
financial data and preparing financial statements, books of account and corporate records and instituting business practices that meet
Western standards.

 Our business
is subject to complex and evolving laws and regulations regarding privacy and data protection. These laws and regulations can be complex
and stringent, and many are subject to change and uncertain interpretation, which could result in claims, changes to our data and other
business practices, regulatory investigations, penalties, increased cost of operations, or declines in user growth or engagement, or otherwise
affect our business. Although we believe we currently are not required to obtain clearance from the Cyberspace Administration of China
under the recently enacted or proposed regulations or rules, we face uncertainties as to the interpretation or implementation of such
regulations or rules, and if required, whether such clearance can be timely obtained, or at all.

 Regulatory
authorities in China have implemented and are considering further legislative and regulatory proposals concerning data protection. New
laws and regulations that govern new areas of data protection or impose more stringent requirements may be introduced in China. In addition,
the interpretation and application of consumer and data protection laws in China are often uncertain, in flux, and complicated, including
differentiated requirements for different groups of people or different types of data.

 The
PRC regulatory and enforcement regime with regard to privacy and data security is evolving. The PRC government is increasingly focused
on data security, recently launching cybersecurity review against a number of mobile apps operated by several US-listed Chinese companies
and prohibiting these apps from registering new users during the review period. Although we believe that we are compliant with the regulations
and policies that have been issued to date and we do not believe that we are required to obtain any permissions and approvals under the
regulations discussed below, if we have inadvertently concluded that such permissions or approvals are not required or if applicable laws,
regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, the Company or its VIE
could be subject to increased compliance costs, as well as, among other things, administrative penalties, rectification orders, fines,
suspension of relevant business, or revocation of business permits or licenses, and the Company's securities could become ineligible
for listing on a US exchange.

 The
PRC Cybersecurity Law, which took effect in June 2017, provides that personal information and important data collected and generated by
operators of critical information infrastructure in the course of their operations in the PRC should be stored in the PRC, and the law
imposes heightened regulation and additional security obligations on operators of critical information infrastructure.

 In
January 2022, the Cyberspace Administration of China and several other administrations jointly promulgated amended Cybersecurity Review
Measures, which became effective on February 15, 2022. Pursuant to the Cybersecurity Review Measures, a "critical information infrastructure
operator," or a CIIO, that purchases network products and services or conducts data processing activities that affect or may affect
national security will be subject to cybersecurity review. The Cybersecurity Review Measures also expands the cybersecurity review to
"internet platform operators" in possession of personal information of over one million users if such operators intend to
list their securities in a foreign country. Alternatively, relevant governmental authorities in the PRC may initiate cybersecurity review
if they determine an operator's network products or services or data processing activities affect or may affect national security.
We do not believe that our Company constitutes a critical information infrastructure operator and we have less than one million registered
users on our digital platform. The PRC National Security Law defines various types of national security, including technology security
and information security.

 On
November 14, 2021, the Cyberspace Administration of China released the Regulations on Network Data Security. The Regulations on Network
Data Security provide that data processors refers to individuals or organizations that autonomously determine the purpose and the manner
of processing data. If a data processor that processes personal data of more than one million users intends to list overseas, it shall
apply for a cybersecurity review. In addition, data processors that process important data or are listed overseas shall carry out an annual
data security assessment on their own or by engaging a data security services institution, and the data security assessment report for
the prior year should be submitted to the local cyberspace affairs administration department before January 31 of each year.

 We
currently have less than one million registered users on our digital platform and only require and obtain user information after users
register with it. Given that we sell and service products through our digital platform, we may constitute a "data processor,"
but the number of our online registered users is far less than one million. As a result, we would not be required to apply for a cybersecurity
review under the Measures for Cybersecurity Review or the Regulations on Network Data Security. Nevertheless, the Measures for Cybersecurity
Review or the Regulations on Network Data Security may be subject to further changes Although we believe we currently are not required
to obtain clearance from the Cyberspace Administration of China under the Measures for Cybersecurity Review, the Regulations on Network
Data Security, or the Opinions on Strictly Cracking Down on Illegal Securities Activities, we face uncertainties as to the interpretation
or implementation of such regulations or rules and we may in the future be required to perform a data security assessment annually either
by ourselves or by retaining a third party data security service provider and submitting such data security assessment report to the local
agency every year under the draft Regulations on Network Data Security

 On
June 10, 2021, the Standing Committee of the National People's Congress of China promulgated the Data Security Law which took effect
on September 1, 2021. The Data Security Law provides for data security and privacy obligations of entities and individuals carrying out
data activities, prohibits entities and individuals in China from providing any foreign judicial or law enforcement authority with any
data stored in China without approval from a competent PRC authority, and sets forth the legal liabilities of entities and individuals
found to be in violation of their data protection obligations, including rectification order, warning, fines of up to RMB10 million, suspension
of relevant business, and revocation of business permits or licenses.

 On
August 20, 2021, the Standing Committee of the National People's Congress of China promulgated the Personal Information Protection
Law which took effect on November 1, 2021. In addition to other rules and principles of personal information processing, the Personal
Information Protection Law specifically provides rules for processing sensitive personal information. Sensitive personal information refers
to personal information that, once leaked or illegally used, could easily lead to the infringement of human dignity or harm to the personal
or property safety of an individual, including biometric recognition, religious belief, specific identity, medical and health, financial
account, personal whereabouts, and other information of an individual, as well as any personal information of a minor under the age of
14. Only where there is a specific purpose and sufficient necessity, and under circumstances where strict protection measures are taken,
may personal information processors process sensitive personal information. A personal information processor shall inform the individual
of the necessity of processing such sensitive personal information and the impact thereof on the individual's rights and interests.
As uncertainties remain regarding the interpretation and implementation of the Personal Information Protection Law, we cannot assure you
that we will comply with the Personal Information Protection Law in all respects and regulatory authorities may order us to rectify or
terminate our current practice of collecting and processing sensitive personal information.

 Compliance
with the PRC Cybersecurity Law, the PRC National Security Law, the Data Security Law, the Cybersecurity Review Measures, and the Personal
Information Protection Law, as well as additional laws and regulations that PRC regulatory bodies may enact in the future, may result
in additional expenses to us and subject us to negative publicity, which could harm our reputation among users and negatively affect the
trading price of our common stock in the future. PRC regulators, including the Department of Public Security, the Ministry of Industry
and Information Technology, the State Administration for Market Regulation, and the CAC, have been increasingly focused on regulation
in the areas of data security and data protection, and are enhancing the protection of privacy and data security by rulemaking and enforcement
actions at central and local levels. We expect that these areas will receive greater and continued attention and scrutiny from regulators
and the public going forward, which could increase our compliance costs and subject us to heightened risks and challenges associated with
data security and protection. If we are unable to manage these risks, we could become subject to penalties, including fines, suspension
of business, prohibition against new user registration (even for a short period of time) and revocation of required licenses, and our
reputation and results of operations could be materially and adversely affected.

 Any
failure, or perceived failure, by us to comply with the above and other regulatory requirements or privacy protection-related laws, rules
and regulations could result in reputational damages or proceedings or actions against us by governmental entities, consumers, or others.
These proceedings or actions could subject us to significant penalties and negative publicity, require us to change our data and other
business practices, increase our costs and severely disrupt our business, or negatively affect the trading price of our common stock.

 You may
have difficulty enforcing judgments against us.

 Most
of our assets are located outside of the United States and most of our current operations are conducted in the PRC. In addition, all of
our directors and officers are nationals and residents of countries other than the United States. A substantial portion of the assets
of these persons is located outside the United States. As a result, it may be difficult for you to effect service of process within the
United States upon these persons. It may also be difficult for you to enforce in U.S. courts judgments on the civil liability provisions
of the U.S. federal securities laws against us and our officers and directors, most of whom are not residents in the United States and
the substantial majority of whose assets are located outside of the United States. In addition, there is uncertainty as to whether the
courts of the PRC would recognize or enforce judgments of U.S. courts. Our counsel as to PRC law has advised us that the recognition and
enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. Courts in China may recognize and enforce foreign
judgments in accordance with the requirements of the PRC Civil Procedures Law based on treaties between China and the country where the
judgment is made or on reciprocity between jurisdictions. China does not have any treaties or other arrangements that provide for the
reciprocal recognition and enforcement of foreign judgments with the United States. In addition, according to the PRC Civil Procedures
Law, courts in the PRC will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates
basic principles of PRC law or national sovereignty, security, or the public interest. So, it is uncertain whether a PRC court would enforce
a judgment rendered by a court in the United States.

 The PRC
government exerts substantial influence over the manner in which we must conduct our business activities.

 The
PRC government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through
regulation and state ownership. Our ability to operate in China may be harmed by changes in its laws and regulations, including those
relating to taxation, import and export tariffs, environmental regulations, land use rights, property, and other matters. We believe that
our operations in China are in material compliance with all applicable legal and regulatory requirements. However, the central or local
governments of the jurisdictions in which we operate may impose new, stricter regulations or interpretations of existing regulations that
would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations.

 Accordingly,
government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally
planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic
conditions in China or particular regions thereof and could require us to divest ourselves of any interest we then hold in Chinese properties
or joint ventures.

 The PRC
legal system embodies uncertainties, which could limit law enforcement availability.

 The
PRC legal system is a civil law system based on written statutes. Unlike common law systems, decided legal cases have little precedence.
In 1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general.
The overall effect of legislation over the past several decades has significantly enhanced the protections afforded to various forms of
foreign investment in China. Our PRC operating subsidiary and affiliate is subject to PRC laws and regulations. However, these laws and
regulations change frequently, and the interpretation and enforcement involve uncertainties. For instance, we may have to resort to administrative
and court proceedings to enforce the legal protection that we are entitled to by law or contract. However, since PRC administrative and
court authorities have significant discretion in interpreting statutory and contractual terms, it may be difficult to evaluate the outcome
of administrative court proceedings and the level of law enforcement that we would receive in more developed legal systems. Such uncertainties,
including the inability to enforce our contracts, could affect our business and operations. In addition, confidentiality protections in
China may not be as effective as in the United States or other countries. Accordingly, we cannot predict the effect of future developments
in the PRC legal system, particularly with regard to our business, including the promulgation of new laws. This may include changes to
existing laws or the interpretation or enforcement thereof, or the preemption of local regulations by national laws. These uncertainties
could limit the availability of law enforcement, including our ability to enforce our agreements.

 To the
extent that our independent registered public accounting firm's audit documentation related to their audit reports for the Company
may, in the future, be located in China or in Hong Kong, our securities could be delisted and prohibited from trading on a U.S. exchange.

 The
Holding Foreign Companies Accountable Act (the "HFCAA"), as originally passed, prohibited foreign companies from listing their
securities on U.S. exchanges if the company's auditor has been unavailable for PCAOB inspection or investigation for three consecutive
years beginning in 2021. On December 29, 2022, as part of the Consolidated Appropriations Act, 2023, the time period for the delisting
of foreign companies under the HFCAA was reduced from three consecutive years to two consecutive years.

 On
December 16, 2021, the PCAOB issued the Determination Report, which found that the PCAOB is unable to inspect or investigate completely
registered public accounting firms headquartered in (i) mainland China of the People's Republic of China because of a position taken
by one or more authorities in mainland China; and (ii) Hong Kong, a Special Administrative Region and dependency of the PRC, because of
a position taken by one or more authorities in Hong Kong. In addition, the Determination Report identified specific registered public
accounting firms subject to these determinations.

 On
August 26, 2022, the PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission and the Ministry of Finance
of the PRC (the "SOP"). Pursuant to the SOP, the PCAOB has independent discretion to select any issuer audits for inspection
or investigation and has the unfettered ability to transfer information to the SEC. The determinations as to mainland China and Hong Kong
were vacated by the PCAOB as of December 15, 2022 as a result of the PCAOB's having been able to conduct extensive and thorough
inspections and investigations of mainland China and Hong Kong firms in 2022 under the SOP; however, if the PCAOB encounters any impediment,
in the future, to conducting an inspection or investigation of auditors in mainland China or Hong Kong as a result of a position taken
by an authority in either jurisdiction, it may issue new determinations consistent with the HFCAA.

 Because
our independent registered public accounting firm, J&S Associate PLT (F.K.A: J&S Associate) ("J&S"), is headquartered
in Kuala Lumpur, Malaysia, it would not be subject to any determinations that may be announced by the PCAOB in the future with respect
to auditors located in China or Hong Kong. We believe that the PCAOB's inspectors and investigators have consistent access to the
audit work performed by J&S for us. Therefore, we do not expect to be affected by the HFCAA at this time.

 However,
to the extent that our auditor's work papers may, in the future, become located in mainland China or in Hong Kong, such work papers
may not be available for inspection by the PCAOB if authorities in the PRC or Hong Kong were to take a position at that time that would
prevent the PCAOB from continuing to inspect or investigate completely registered public accounting firms headquartered in mainland China
or Hong Kong. If such lack of inspection were to extend for the requisite period of time under the HFCAA, and if the PCAOB were then to
issue new determinations based on its inability to inspect or investigate completely registered public accounting firms headquartered
in mainland China or Hong Kong because of a position taken by an authority in those jurisdictions, our shares could be delisted and prohibited
from trading on a U.S. exchange. In addition, if our auditor's work papers were to become located in China or Hong Kong in the future,
and thereby not be available for PCAOB inspection, our investors would be deprived of the benefits of the PCAOB's oversight of our
auditor through such inspections, and they may lose confidence in our reported financial information and procedures and the quality of
our financial statements. Also, we cannot assure you that U.S. regulatory authorities will not apply additional or more stringent criteria
to us. Such uncertainty could cause the market price of our shares to be materially and adversely affected.

 The enforcement
of the PRC labor contract law may materially increase our costs and decrease our net income.

 China
adopted a new Labor Contract Law, effective on January 1, 2008, and issued its implementation rules, effective on September 18, 2008.
The Labor Contract Law and related rules and regulations impose more stringent requirements on employers with regard to, among others,
minimum wages, severance payment and non-fixed-term employment contracts, time limits for probation periods, as well as the duration and
the times that an employee can be placed on a fixed-term employment contract. Due to the limited period of effectiveness of the Labor
Contract Law and its implementation rules and regulations, and the lack of clarity with respect to their implementation and potential
penalties and fines, it is uncertain how they will impact our current employment policies and practices. In particular, compliance with
the Labor Contract Law and its implementation rules and regulations may increase our operating expenses. In the event that we decide to
terminate some of our employees or otherwise change our employment or labor practices, the Labor Contract Law and its implementation rules
and regulations may also limit our ability to effect those changes in a manner that we believe to be cost-effective or desirable and could
result in a material decrease in our profitability.

 A downturn
in the Chinese or global economy, or a change in economic and political policies of China, could materially and adversely affect our VIE's
business and financial condition.

 Our
VIE's business, prospects, financial condition, and results of operations may be influenced to a significant degree by political,
economic, and social conditions in China generally. The Chinese economy differs from the economies of most developed countries in many
respects, including the amount of government involvement, level of development, growth rate, control of foreign exchange and allocation
of resources. While the Chinese economy has experienced significant growth over the past decades, growth has been uneven, both geographically
and among various sectors of the economy. The Chinese government has implemented various measures to encourage economic growth and guide
the allocation of resources. Some of these measures may benefit the overall Chinese economy but may have a negative effect on our VIE.

 Economic
conditions in China are sensitive to global economic conditions. Any prolonged slowdown in the global or Chinese economy may affect our
current customers' and potential customers' businesses and have a negative impact on our VIE's business, results of
operations, and financial condition. Additionally, continued turbulence in the international markets may adversely affect our ability
to access the capital markets to meet liquidity needs.

 There
are political risks associated with conducting business in China.

 Any
adverse economic, social, and/or political conditions, material social unrest, strike, riot, civil disturbance, or disobedience, as
well as significant natural disasters, may affect the market and adversely affect our business operations as the operations of our
VIE and its subsidiaries are based in China. Any negative event may pose an immediate threat to the stability of the economy in
China, thereby directly and adversely affecting our VIE's and our VIE's subsidiaries' results of operations and
financial position. Furthermore, legislative or administrative actions in respect of China-U.S. relations could cause investor
uncertainty for affected issuers, including us, and the market price of our shares could be adversely affected.

 Future
inflation in China may inhibit our ability to conduct business in China.

 In
recent years, the Chinese economy has experienced periods of rapid expansion and highly fluctuating rates of inflation. During the past
ten years, the rate of inflation in China has been as high as 5.9% and as low as -0.8%. These factors have led to the adoption by the
Chinese government, from time to time, of various corrective measures designed to restrict the availability of credit or regulate growth
and contain inflation. High inflation may in the future cause the Chinese government to impose controls on credit and/or prices, or to
take other action, which could inhibit economic activity in China, and thereby harm the market for our products and our company.

 Restrictions
on currency exchange may limit our ability to receive and use our sales effectively.

 Currently,
all of our revenues are settled in RMB, and any future restrictions on currency exchanges may limit our ability to use revenue generated
in RMB to fund any future business activities outside China or to make dividend or other payments in U.S. dollars. Although the Chinese
government introduced regulations in 1996 to allow greater convertibility of the RMB for current account transactions, significant restrictions
still remain, including primarily the restriction that FIEs may only buy, sell or remit foreign currencies after providing valid commercial
documents, at those banks in China authorized to conduct foreign exchange business. In addition, conversion of RMB for capital account
items, including direct investment and loans, is subject to governmental approval in China, and companies are required to open and maintain
separate foreign exchange accounts for capital account items. We cannot be certain that the Chinese regulatory authorities will not impose
more stringent restrictions on the convertibility of the RMB.

 Fluctuations
in exchange rates could adversely affect our business and the value of our securities.

 The
value of our shares will be indirectly affected by the foreign exchange rate between the U.S. dollar and RMB and between those currencies
and other currencies in which our sales may be denominated. Appreciation or depreciation in the value of the RMB relative to the U.S.
dollar would affect our financial results reported in U.S. dollar terms without giving effect to any underlying change in our business
or results of operations. Fluctuations in the exchange rate will also affect the relative value of any dividend we issue that will be
exchanged into U.S. dollars, as well as earnings from, and the value of, any U.S. dollar-denominated investments we make in the future.

 Since
July 2005, the RMB has no longer been pegged to the U.S. dollar. Although the People's Bank of China regularly intervenes in the
foreign exchange market to prevent significant short-term fluctuations in the exchange rate, the RMB may appreciate or depreciate significantly
in value against the U.S. dollar in the medium to long term. Moreover, it is possible that in the future PRC authorities may lift restrictions
on fluctuations in the RMB exchange rate and lessen intervention in the foreign exchange market.

 Very
limited hedging transactions are available in China to reduce our exposure to exchange rate fluctuations. To date, we have not entered
into any hedging transactions. While we may enter into hedging transactions in the future, the availability and effectiveness of these
transactions may be limited, and we may not be able to successfully hedge our exposure at all. In addition, our foreign currency exchange
losses may be magnified by PRC exchange control regulations that restrict our ability to convert RMB into foreign currencies.

 Restrictions
under PRC law on our subsidiaries' ability to make dividend payments and other distributions could materially and adversely affect
our ability to grow, make investments or acquisitions that could benefit our business, pay dividends to you, and otherwise fund and conduct
our business.

 Substantially
all of our sales are earned by our VIE, which makes payments to King Eagle (China), one of our PRC subsidiaries, pursuant
to the Consulting Service Agreement. As a holding company, we rely on dividends and other distributions on equity paid by our subsidiaries
for our cash and financing requirements. However, to the extent that cash is in our Hong Kong or PRC subsidiaries, there is a possibility
that the funds may not be available to fund our operations or for other uses outside of the PRC or Hong Kong due to interventions or the
imposition of restrictions and limitations by the PRC or the Hong Kong government on the ability to transfer cash. In addition,
if any of our subsidiaries incurs debt on its own behalf in the future, the instruments governing such debt may restrict its ability to
pay dividends to us. As of the date of this Annual Report, our subsidiaries have not experienced any difficulties or limitations on their
ability to transfer cash between each other; nor do they maintain cash management policies or procedures dictating the amount of such
funding or how funds are transferred. None of our subsidiaries has paid any dividends, other distributions or transferred assets to the
Company as of the date of this Annual Report. In the future, cash proceeds raised from overseas financing activities may be transferred
by us to our subsidiaries via capital contribution or shareholder loans, as the case may be. As of the date of this Annual Report, we
have not made any transfers, paid any dividends, or made any distributions to U.S. investors.

 Moreover,
PRC legal restrictions permit payments of dividends by our PRC subsidiaries only out of their accumulated after-tax profits, if any, determined
in accordance with PRC accounting standards and regulations. Our PRC subsidiaries are also required under PRC laws and regulations to
allocate at least 10% of their annual after-tax profits determined in accordance with PRC generally accepted accounting principles to
a statutory general reserve fund until the amount in said fund reaches 50% of their registered capital. Allocations to these statutory
reserve funds can only be used for specific purposes and are not transferable to us in the form of loans, advances, or cash dividends.
Any limitations on the ability of our PRC subsidiaries to transfer funds to their parent companies in Hong Kong could materially and adversely
limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends, and otherwise fund
and conduct our business.

 The PRC government may issue
further restrictive measures in the future.

 We
cannot assure you that the PRC's government will not issue further restrictive measures in the future. The PRC government's
restrictive regulations and measures could increase our operating costs in adapting to these regulations and measures, limit our access
to capital resources or even restrict our business operations, which could further adversely affect our business and prospects.

 If our
PRC subsidiary or consolidated affiliated entity are found incompliant with the employment and social security, taxation, marketing, tele-communication,
or other rules of China, they may face penalties imposed by the PRC government.

 Our
PRC subsidiary and consolidated affiliated entity failed to strictly comply with PRC laws and regulations to contribute towards social
insurance premium and housing fund on behalf of their employees, as required by the applicable laws and regulations. We may be required
by relevant authorities to make up the shortfall of social insurance premium and housing fund. Although we have made efforts to settle
tax payables and take compliance measures, if any PRC government authority takes the position that there is non-compliance with the taxation,
marketing, tele-communication, or other rules by our PRC subsidiary or consolidated affiliated entity, they may be exposed to penalties
from PRC government authorities, in which case the operation and financial conditions of our PRC subsidiary or consolidated affiliated
entity may be adversely affected.

 Under
the Enterprise Income Tax Law, we may be classified as a "resident enterprise" of China. Such classification will likely result
in unfavorable tax consequences to us and our non-PRC stockholders.

 On
March 16, 2007, the National People's Congress of China passed the EIT Law, and on November 28, 2007, the State Council of China
passed its implementing rules, which took effect on January 1, 2008. Under the EIT Law, an enterprise established outside of China with
"de facto management bodies" within China is considered a "resident enterprise," meaning that it can be treated
in a manner similar to a Chinese enterprise for enterprise income tax purposes. The implementing rules of the EIT Law define de facto
management as "substantial and overall management and control over the production and operations, personnel, accounting, and properties"
of the enterprise.

 On
April 22, 2009, the State Administration of Taxation issued the Notice Concerning Relevant Issues Regarding Cognizance of Chinese Investment
Controlled Enterprises Incorporated Offshore as Resident Enterprises pursuant to Criteria of de facto Management Bodies, or the Notice,
further interpreting the application of the EIT Law and its implementation non-Chinese enterprise or group controlled offshore entities.
Pursuant to the Notice, an enterprise incorporated in an offshore jurisdiction and controlled by a Chinese enterprise or group will be
classified as a "non-domestically incorporated resident enterprise" if (i) its senior management in charge of daily operations
reside or perform their duties mainly in China; (ii) its financial or personnel decisions are made or approved by bodies or persons in
China; (iii) its substantial assets and properties, accounting books, corporate chops, board and shareholder minutes are kept in China;
and (iv) at least half of its directors with voting rights or senior management often resident in China. A resident enterprise would be
subject to an enterprise income tax rate of 25% on its worldwide income and must pay a withholding tax at a rate of 10% when paying dividends
to its non-PRC shareholders. However, it remains unclear as to whether the Notice is applicable to an offshore enterprise incorporated
by a Chinese natural person. Nor are detailed measures on imposition of tax from non-domestically incorporated resident enterprises are
available. Therefore, it is unclear how tax authorities will determine tax residency based on the facts of each case.

 We
may be deemed to be a resident enterprise by Chinese tax authorities. If the PRC tax authorities determine that we are a "resident
enterprise" for PRC enterprise income tax purposes, a number of unfavorable PRC tax consequences could follow. First, we may be
subject to the enterprise income tax at a rate of 25% on our worldwide taxable income as well as PRC enterprise income tax reporting obligations.
In our case, this would mean that income such as interest on financing proceeds and non-China source income would be subject to PRC enterprise
income tax at a rate of 25%. Second, although under the EIT Law and its implementing rules dividends paid to us from our PRC subsidiaries
would qualify as "tax-exempt income," we cannot guarantee that such dividends will not be subject to a 10% withholding tax,
as the PRC foreign exchange control authorities, which enforce the withholding tax, have not yet issued guidance with respect to the processing
of outbound remittances to entities that are treated as resident enterprises for PRC enterprise income tax purposes. Finally, it is possible
that future guidance issued with respect to the new "resident enterprise" classification could result in a situation in which
a 10% withholding tax is imposed on dividends we pay to our non-PRC stockholders and with respect to gains derived by our non-PRC stockholders
from transferring our shares.

 If
we were treated as a "resident enterprise" by PRC tax authorities, we would be subject to taxation in both the U.S. and China,
and our PRC tax may not be creditable against our U.S. tax.

 We face uncertainty with respect
to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.

 On
February 3, 2015, the SAT issued the Public Notice Regarding Certain Corporate Income Tax Matters on Indirect Transfer of Properties by
Non-Tax Resident Enterprises, or SAT Bulletin 7, which came into effect on the same day, revised in October 2017 and December 2017. SAT
Bulletin 7 extends its tax jurisdiction to transactions involving the transfer of taxable assets through offshore transfer of a foreign
intermediate holding company. In addition, SAT Bulletin 7 has introduced safe harbors for internal group restructurings and the purchase
and sale of equity through a public securities market. SAT Bulletin 7 also brings challenges to both foreign transferor and transferee
(or other person who is obligated to pay for the transfer) of taxable assets, as such persons need to determine whether their transactions
are subject to these rules and whether any withholding obligation applies.

 On
October 17, 2017, the SAT issued the Announcement of the State Administration of Taxation on Issues Concerning the Withholding of Non-Resident
Enterprise Income Tax at Source, or SAT Bulletin 37, which came into effect on December 1, 2017, and revised in June 2018. The SAT Bulletin
37 further clarifies the practice and procedure of the withholding of non-resident enterprise income tax.

 Where
a non-resident enterprise transfers taxable assets indirectly by disposing of the equity interests of an overseas holding company, which
is an Indirect Transfer, the non-resident enterprise as either transferor or transferee, or the PRC entity that directly owns the taxable
assets, may report such Indirect Transfer to the relevant tax authority. Using a "substance over form" principle, the PRC
tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established
for the purpose of reducing, avoiding, or deferring PRC tax. As a result, gains derived from such Indirect Transfer may be subject to
PRC enterprise income tax, and the transferee or other person who pays for the transfer is obligated to withhold the applicable taxes
currently at a rate of 10% for the transfer of equity interests in a PRC resident enterprise. Both the transferor and the transferee may
be subject to penalties under PRC tax laws if the transferee fails to withhold the taxes and the transferor fails to pay the taxes.

 We
face uncertainties as to the reporting and other implications of certain past and future transactions where PRC taxable assets are involved,
such as offshore restructuring, sale of the shares in our offshore subsidiaries and investments. Our company may be subject to filing
obligations or may be taxed if our company is transferor in such transactions and may be subject to withholding obligations if our company
is transferee in such transactions, under SAT Bulletin 7 and/or SAT Bulletin 37. For transfers of shares of our company by investors who
are non-PRC resident enterprises, our PRC subsidiaries may be requested to assist in the filing under SAT Bulletin 7 and/or SAT Bulletin
37. As a result, we may be required to expend valuable resources to comply with SAT Bulletin 7 and/or SAT Bulletin 37 or to request the
relevant transferors from whom we purchase taxable assets to comply with these circulars, or to establish that our company should not
be taxed under these circulars, which may have a material adverse effect on our financial condition and results of operations.

 PRC regulations
relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC resident shareholders to penalties
and limit our ability to inject capital into our PRC subsidiaries, limit our PRC subsidiaries' ability to distribute profits to
us, or otherwise adversely affect us.

 The
SAFE promulgated the notice on relevant issues relating to domestic resident's investment and financing and roundtrip investment
through special purpose vehicles ("SPV(s)"), or Notice 37, in July 2014 that requires PRC residents or entities to register
with SAFE or its local branch in connection with their establishment or control of an offshore entity established for the purpose of overseas
investment or financing. In addition, such PRC residents or entities must update their SAFE registrations when the offshore SPV undergoes
material events relating to material change of capitalization or structure of the PRC resident itself (such as capital increase, capital
reduction, share transfer or exchange, merger or spin off).On February 28, 2015, SAFE issued a notice according to which the aforesaid
PRC residents or entities are no longer required to register with SAFE or its local branch, instead the aforesaid PRC residents or entities
need to register with local banks. We have notified substantial beneficial owners of our ordinary shares who we know are PRC residents
of their filing obligation, and to the best of our knowledge, most of those shareholders whom we know are PRC residents have completed
the registration. However, we may not be aware of the identities of all our beneficial owners who are PRC residents. In addition, we do
not have control over our beneficial owners and cannot assure you that all of our PRC resident beneficial owners will comply with SAFE
Circular 37. Failure by an individual to comply with the required SAFE registration and updating requirements described above may result
in penalties up to RMB50, 000 imposed on such individual and restrictions being imposed on the foreign exchange activities of the PRC
subsidiaries of such offshore SPV, including increasing the registered capital of payment of dividends and other distributions to, and
receiving capital injections for the offshore SPV. Failure to comply with Notice 37 may also subject relevant PRC resident beneficial
owners or the PRC subsidiaries of such offshore SPV to penalties under PRC foreign exchange administration regulations for evasion of
applicable foreign exchange restrictions.

 Failure
to comply with the individual foreign exchange rules relating to the overseas direct investment or the engagement in the issuance or trading
of securities overseas by our PRC resident stockholders may subject such stockholders to fines or other liabilities.

 Other
than Notice 37, our ability to conduct foreign exchange activities in the PRC may be subject to the interpretation and enforcement of
the implementation rules of the administrative measures for individual foreign exchange promulgated by SAFE in January 2007 (as amended
and supplemented, the "Individual Foreign Exchange Rules"). Under the individual foreign exchange rules, any PRC individual
seeking to make a direct investment overseas or engage in the issuance or trading of negotiable securities or derivatives overseas must
make the appropriate registrations in accordance with SAFE provisions. PRC individuals who fail to make such registrations may be subject
to warnings, fines or other liabilities.

 We
may not be fully informed of the identities of all our beneficial owners who are PRC residents. For example, because the investment in
or trading of our shares will happen in an overseas public or secondary market where shares are often held with brokers in brokerage accounts,
it is unlikely that we will know the identity of all of our beneficial owners who are PRC residents. Furthermore, we have no control over
any of our future beneficial owners and we cannot assure you that such PRC residents will be able to complete the necessary approval and
registration procedures required by the individual foreign exchange rules.

 It
is uncertain how the individual foreign exchange rules will be interpreted or enforced and whether such interpretation or enforcement
will affect our ability to conduct foreign exchange transactions. Because of this uncertainty, we cannot be sure whether the failure by
any of our PRC resident stockholders to make the required registration will subject our PRC subsidiaries to fines or legal sanctions on
their operations, delay or restriction on repatriation of proceeds of this offering into the PRC, restriction on remittance of dividends
or other punitive actions that would have a material adverse effect on our business, results of operations and financial condition.

 We may
be exposed to liabilities under the Foreign Corrupt Practices Act and Chinese anti-corruption laws, and any determination that we violated
these laws could have a material adverse effect on our business.

 We
are subject to the Foreign Corrupt Practice Act, or FCPA, and other laws that prohibit improper payments or offers of payments to foreign
governments and their officials and political parties by U.S. persons and issuers as defined by the statute, for the purpose of obtaining
or retaining business. We have operations, agreements with third parties, and make most of our sales in China. The PRC also strictly prohibits
bribery of government officials. Our activities in China create the risk of unauthorized payments or offers of payments by the employees,
consultants, sales agents, or distributors of our Company, even though they may not always be subject to our control. It is our policy
to implement safeguards to discourage these practices by our employees. However, our existing safeguards and any future improvements may
prove to be less than effective, and the employees, consultants, sales agents, or distributors of our Company may engage in conduct for
which we might be held responsible. Violations of the FCPA or Chinese anti-corruption laws may result in severe criminal or civil sanctions,
and we may be subject to other liabilities, which could negatively affect our business, operating results, and financial condition. In
addition, the U.S. government may seek to hold our Company liable for successor liability FCPA violations committed by companies in which
we invest or that we acquire.

 If we become directly subject
to the recent scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have to expend significant resources
to investigate and resolve the matter, which could harm our business operations, stock price, and reputation and could result in a loss
of your investment in our stock, especially if such matter cannot be addressed and resolved favorably.

 Recently,
U.S. public companies that have substantially all of their operations in China, particularly companies like us which have completed so-called
reverse merger transactions, have been the subject of intense scrutiny, criticism and negative publicity by investors, financial commentators
and regulatory agencies, such as the SEC. Much of the scrutiny, criticism and negative publicity has centered around financial and accounting
irregularities and mistakes, a lack of effective internal controls over financial accounting, inadequate corporate governance policies
or a lack of adherence thereto and, in many cases, allegations of fraud. As a result of the scrutiny, criticism and negative publicity,
the publicly traded stock of many U.S. listed Chinese companies has sharply decreased in value and, in some cases, has become virtually
worthless. Many of these companies are now subject to shareholder lawsuits and SEC enforcement actions and are conducting internal and
external investigations into the allegations. It is not clear what effect this sector-wide scrutiny, criticism and negative publicity
will have on our Company, our business and our stock price. If we become the subject of any unfavorable allegations, whether such allegations
are proven to be true or untrue, we will have to expend significant resources to investigate such allegations and/or defend our company.
This situation will be costly and time consuming and distract our management from growing our Company.

 The disclosures
in our reports and other filings with the SEC and our other public pronouncements are not subject to the scrutiny of any regulatory bodies
in the PRC. Accordingly, our public disclosure should be reviewed in light of the fact that no governmental agency that is located in
China where substantially all of our operations and business are located have conducted any due diligence on our operations or reviewed
or cleared any of our disclosure.

 We
are regulated by the SEC and our reports and other filings with the SEC are subject to SEC review in accordance with the rules and regulations
promulgated by the SEC under the Securities Act and the Exchange Act. Unlike public reporting companies whose operations are located primarily
in the United States, however, substantially all of our operations are located in China. Since substantially all of our operations and
business takes place in China, it may be more difficult for the staff of the SEC to overcome the geographic and cultural obstacles that
are present when reviewing our disclosure. These same obstacles are not present for similar companies whose operations or business take
place entirely or primarily in the United States. Furthermore, our SEC reports and other disclosure and public pronouncements are not
subject to the review or scrutiny of any PRC regulatory authority. For example, the disclosure in our SEC reports and other filings are
not subject to the review of the China Securities Regulatory Commission, a PRC regulator that is tasked with oversight of the capital
markets in China. Accordingly, you should review our SEC reports, filings and our other public pronouncements with the understanding that
no local regulator has done any due diligence on our company and with the understanding that none of our SEC reports, other filings or
any of our other public pronouncements has been reviewed or otherwise been scrutinized by any local regulator.

 Risks Related to the Market for
Our Securities

 Our common
stock is quoted on the OTC market, which may have an unfavorable impact on our stock price and liquidity.

 Our
common stock is quoted on the OTC market. The OTC market is a significantly more limited market than the New York Stock Exchange or NASDAQ.
The quotation of our shares on the OTC market may result in a less liquid market available for existing and potential stockholders to
trade shares of our common stock, could depress the trading price of our common stock and could have a long-term adverse impact on our
ability to raise capital in the future. We plan to list our common stock as soon as practicable. However, we cannot assure you that we
will be able to meet the initial listing standards of any stock exchange, or that we will be able to maintain any such listing.

 We are
subject to penny stock regulations and restrictions, and you may have difficulty selling shares of our common stock.

 The
SEC has adopted regulations which generally define so-called "penny stocks" to be an equity security that has a market price
less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. Our common stock is a "penny
stock" and is subject to Rule 15g-9 under the Exchange Act, or the Penny Stock Rule. This rule imposes additional sales practice
requirements on broker-dealers that sell such securities to persons other than established customers and "accredited investors"
(generally, individuals with a net worth in excess of $1,000,000 or annual incomes exceeding $200,000, or $300,000 together with their
spouses). For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and
have received the purchaser's written consent to the transaction prior to sale. As a result, this rule may affect the ability of
broker-dealers to sell our securities and may affect the ability of purchasers to sell any of our securities in the secondary market,
thus possibly making it more difficult for us to raise additional capital.

 For
any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in penny stock, of a disclosure
schedule prepared by the SEC relating to the penny stock market. Disclosure is also required to be made about sales commissions payable
to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are
required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market
in penny stock.

 There
can be no assurance that our common stock will qualify for exemption from the Penny Stock Rule. In any event, even if our common stock
were exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority
to restrict any person from participating in a distribution of penny stock, if the SEC finds that such a restriction would be in the public
interest.

 We are
an "emerging growth company," and we cannot be certain if the reduced reporting requirements applicable to "emerging
growth companies" will make our common shares less attractive to investors.

 We
are an "emerging growth company," as defined in the JOBS Act. For as long as we continue to be an "emerging growth company,"
we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not "emerging
growth companies," including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley
Act of 2002, exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval
of any golden parachute payments not previously approved. We could be an "emerging growth company" until September 30, 2024,
although circumstances could cause us to lose that status earlier, including if we become a large accelerated filer or if we have issued
an aggregate of $1 billion in non-convertible debt during the preceding 3 years. 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 and the price of our common stock may be more volatile.

 We do not intend to pay dividends
for the foreseeable future.

 For
the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate
paying any cash dividends on our common stock. Accordingly, investors must be prepared to rely on sales of their common stock after price
appreciation to earn an investment return, which may never occur. Investors seeking cash dividends should not purchase our common stock.
Any determination to pay dividends in the future will be made at the discretion of our Board of Directors and will depend on our results
of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our board deems
relevant.

 Fulfilling
our obligations incident to being a public company, including with respect to the requirements of and related rules under the Sarbanes-Oxley
Act of 2002, is expensive and time-consuming, and any delays or difficulties in satisfying these obligations could have a material adverse
effect on our future results of operations and our stock price.

 As
a public company, the Sarbanes-Oxley Act of 2002 and the related rules and regulations of the SEC require us to implement various corporate
governance practices and adhere to a variety of reporting requirements and complex accounting rules. Compliance with these public company
obligations requires us to devote significant time and resources and places significant additional demands on our finance and accounting
staff and on our financial accounting and information systems. Other expenses associated with being a public company include increased
auditing, accounting and legal fees and expenses, investor relations expenses, increased directors' fees and director and officer
liability insurance costs, registrar and transfer agent fees and listing fees, as well as other expenses.

 We
are required under the Sarbanes-Oxley Act of 2002 to document and test the effectiveness of our internal control over financial reporting.
In addition, we are required under the Exchange Act to maintain disclosure controls and procedures and internal control over financial
reporting. Any failure to maintain effective controls or implement required new or improved controls, or difficulties encountered in their
implementation, could harm our operating results, or cause us to fail to meet our reporting obligations. If we are unable to conclude
that we have effective internal control over financial reporting, investors could lose confidence in the reliability of our financial
statements. This could result in a decrease in the value of our common stock. Failure to comply with the Sarbanes-Oxley Act of 2002 could
potentially subject us to sanctions or investigations by the SEC or other regulatory authorities.

 Compliance
with changing regulation of corporate governance and public disclosure will result in additional expenses.

 Changing
laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002 and related
SEC regulations, have created uncertainty for public companies and significantly increased the costs and risks associated with accessing
the public markets and public reporting. Our management team will need to invest significant management time and financial resources to
comply with both existing and evolving standards for public companies, which will lead to increased general and administrative expenses
and a diversion of management time and attention from revenue generating activities to compliance activities.

 Provisions
in our charter documents and under Nevada law could discourage a takeover that stockholders may consider favorable.

 Provisions
in our articles of incorporation and bylaws may have the effect of delaying or preventing a change of control or changes in our management.
Our Board of Directors has the right to determine the authorized number of directors and to elect directors to fill a vacancy created
by the expansion of the Board of Directors or the resignation, death, or removal of a director, which prevents stockholders from being
able to control the size of or fill vacancies on our Board of Directors. In addition, we are authorized to issue up to 1,000,000,000 shares
of common stock, in one or more classes or series as may be determined by our Board of Directors. The issuance of shares of common stock,
while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, could have the effect of
making it more difficult for a third party to acquire, or of discouraging a third party from acquiring, a majority of our outstanding
voting stock.

 ITEM 1B.
UNRESOLVED STAFF COMMENTS

 The
Company is not required to provide the information required by this Item because the Company is a smaller reporting company.

 ITEM 2.
PROPERTIES

 All
land in China is owned by the State. Individuals and companies are permitted to acquire rights to use land or land use rights for specific
purposes. In the case of land used for industrial purposes, the land use rights are granted for a certain period of no more than 50 years.
This period may be renewed at the expiration of the initial and any subsequent term. Granted land use rights are transferable and may
be used as security for borrowings and other obligations. We do not own or have not been granted land use rights to any property in China
or any other countries.

 Owned Real

 Neither
our Company, the VIE, nor any of the VIE's subsidiaries owns any real property.

 Leased Real

 King
Eagle (China), King Eagle VIE, and King Eagle (Huai'an) entered into multiple lease arrangements in Beijing, the PRC, for
their office spaces which they believe are adequate and suitable for their current operations:

 Entity

 Description of Use

 Leased Square

 Meters

 Location

 King Eagle (China), King Eagle (Huai'an)

 Office space

 970.0

 Chaoyang District, Beijing, PRC

 King Eagle VIE

 Office space

 146.0

 Chaoyang District, Beijing, PRC

 ITEM 3. LEGAL PROCEEDINGS

 Other
than ordinary routine litigation (in which we are not currently involved), we know of no material, existing or pending legal proceedings
against us, nor are we involved as a plaintiff in any material proceeding or pending litigation, and there are no proceedings in which
any of our directors, officers, or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest
adverse to our Company.

 ITEM 4. MINE SAFETY DISCLOSURES

 The
information required by Item 4 is not applicable to us, as we have no mining operations in the United States.

 ITEM 5.
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market Information

 Our
common stock was quoted on the OTCBB from November 3, 2017 under the designation "CXKJ" until November 8, 2021 when the OTCBB
was discontinued and our stock commenced trading on the OTC Pink Sheets. On November 9, 2022, our trading symbol was changed to "KPEA"
and on November 14, 2022, our common stock commenced trading on the OTCQB. However, our common stock has not been traded on the OTC market
except on a limited and sporadic basis and there is no assurance that a regular public trading market will ever develop. OTC market securities
are not listed and traded on the floor of an organized national or regional stock exchange. Instead, OTC market securities transactions
are conducted through a telephone and computer network connecting dealers. OTC market issuers are traditionally smaller companies that
do not meet the financial and other listing requirements of a regional or national stock exchange.

 Price
Range of Common Stock

 The
following table shows, for the periods indicated, the high and low bid prices per share of our post-split common stock as reported by
the OTC Markets, Inc. These bid prices represent prices quoted by broker-dealers on the OTCQB quotation service. The quotations reflect
inter-dealer prices, without retail mark-up, mark-down, or commissions, and may not represent actual transactions.

 High (1)

 Low (1)

 Fiscal
 Year 2022

 First quarter ended December 31, 2021

 $

 0.07

 $

 0.0265

 Second quarter ended March 31, 2022

 $

 0.1460

 $

 0.0272

 Third quarter ended June 30, 2022

 $

 0.251

 $

 0.10

 Fourth quarter ended September 30, 2022

 $

 0.204

 $

 0.135

 Fiscal Year 2023

 First quarter ended December 31, 2022

 $

 0.268

 $

 0.1201

 Second quarter ended March 31, 2023

 $

 0.439

 $

 0.175

 Third quarter ended June 30, 2023

 $

 0.31

 $

 0.2154

 Fourth quarter ended September 30, 2023

 $

 0.2765

 $

 0.0946

 (1)
 Derived from

 Holders

 As
of January 8, 2024, there were 23 registered holders of record of our common stock.

 Dividends

 We
have not paid dividends on our common stock and do not anticipate paying such dividends in the foreseeable future. We will rely on dividends
from our PRC operating entity for our funds and PRC regulations may limit the amount of funds distributed to us from our PRC operating
entity, which will affect our ability to declare any dividends.

 Stock Option
and Warrant Grants

 We
have no stock options or warrants granted to our executives, employees, vendors, consultants, or any other parties as of the reporting
date.

 Registration
Rights

 We have not granted
anyone any registration rights.

 Securities Authorized for Issuance
under Equity Compensation Plans

 As
of September 30, 2023, the Company has not adopted any equity compensation plan.

 Penny Stock

 Our
shares of common stock are subject to the "penny stock" rules of the Securities Exchange Act of 1934 and various rules under
that Act. In general terms, "penny stock" is defined as any equity security that has a market price less than $5.00 per share,
subject to certain exceptions. The rules provide that any equity security is considered to be a penny stock unless that security is registered
and traded on a national securities exchange meeting specified criteria set by the SEC, issued by a registered investment company, and
excluded from the definition on the basis of price (at least $5.00 per share), or based on the issuer's net tangible assets or revenues.
In the last case, the issuer's net tangible assets must exceed $3,000,000 if in continuous operation for at least three years or
$5,000,000 if in operation for less than three years, or if the issuer's average revenues for each of the past three years exceeds
$6,000,000.

 Trading
in shares of penny stock is subject to additional sales practice requirements for broker-dealers who sell penny stocks to persons other
than established customers and accredited investors. Accredited investors, in general, include individuals with assets in excess of $1,000,000
or annual income exceeding $200,000 (or $300,000 together with their spouse), and certain institutional investors. For transactions covered
by these rules, broker-dealers must make a special suitability determination for the purchase of the security and must have received the
purchaser's written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock,
the rules require the delivery, prior to the first transaction, of a risk disclosure document relating to the penny stock. A broker-dealer
also must disclose the commissions payable to both the broker-dealer and the registered representative, and current quotations for the
security. Finally, monthly statements must be sent disclosing recent price information for the penny stocks. These rules may restrict
the ability of broker-dealers to trade or maintain a market in our common stock to the extent that it is penny stock, and may affect the
ability of shareholders to sell their shares.

 Rule 144

 In
general, under Rule 144 a person, or persons whose shares are aggregated, who is not deemed to have been one of our affiliates at any
time during the 90 days preceding a sale and who has beneficially owned shares of our common stock for at least six months, including
the holding period of any prior owner except if the prior owner was one of our affiliates, would be entitled to sell all of their shares,
provided that current public information about our company is available.

 Sales
under Rule 144 also may be subject to manner of sale provisions and notice requirements and to the availability of current public information
about our Company. Any substantial sale of common stock pursuant to any resale registration statement or Rule 144 may have an adverse
effect on the market price of our common stock by creating an excessive supply.

 Because
we were a shell company with no operations prior to the close of the 2018 Share Exchange, sales of our shares were required to be compliant
with Rule 144(i). Pursuant to Rule 144(i), none of our shares of common stock could be sold under Rule 144 until March 2019, which was
12 months after we filed the current report on Form 8-K reporting the closing of the 2018 Share Exchange. Additionally, stockholders could
not sell our shares pursuant to Rule 144 unless, at the time of the sale, we had filed with the SEC all reports, other than reports on
Form 8-K, required under the Exchange Act for the preceding 12 months.

 Recent Sales of Unregistered Securities

 Information
regarding any equity securities we have sold within the past three years that were not registered under the Securities Act of 1933, as
amended (the "Securities Act"), is set forth below. Each such transaction was exempt from the registration requirements of
the Securities Act by virtue of the provisions of Regulation S ("Regulation S"), which was adopted by the Securities and Exchange
Commission (the "SEC") under the Securities Act. Unless stated otherwise: (i) the securities were offered and sold only to
non-US Persons, as defined in Regulation S.

 On
May 17, 2021, we entered into a share exchange agreement ("Share Exchange Agreement") with (i) KP International, a limited
liability company incorporated in the British Virgin Islands on April 20, 2021; and (ii) the five members of KP International to acquire
all the issued and outstanding capital stock of KP International in exchange for the issuance to those members of an aggregate of 34,158,391
shares of our common stock ("Reverse Acquisition"). Pursuant to the terms of the Exchange Agreement, and as a condition to
the completion of the transactions contemplated by the Share Exchange Agreement, the Company also agreed to enter into an agreement with
Wenhai Xia ("the Stockholder"), to cancel an aggregate of 15,535,309 shares of the Company's common stock owned by the
Stockholder. The Reverse Acquisition was closed on May 17, 2021. None of the KP International stockholders was a U.S. Person (as that
term is defined in Regulation S of the Securities Act of 1933) and KP International acquired our shares in the Reverse Merger outside
of the United States.

 In
issuing these securities to KP International's stockholders, we relied upon the exemption from the registration requirements of
the Securities Act provided by Section 4(a)(2) of the Securities Act, which exempts transactions by an issuer not involving any public
offering, and/or Regulation S promulgated by the SEC. Among other things, the offer or sale was made in an offshore transaction and no
directed selling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person
acting on behalf of any of the foregoing. In addition, each of the recipients of the shares certified that he/she/it was not a U.S. Person,
as defined in Regulation S, and was not acquiring the securities for the account or benefit of any U.S. Person, agreed to resell such
securities only in accordance with the provisions of Regulation S, pursuant to registration under the Securities Act, or pursuant to an
available exemption from registration, and agreed not to engage in hedging transactions with regard to such securities unless in compliance
with the Securities Act.

 ITEM 6.
RESERVED

 ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 Overview
of the Business

 Due
to global health issues and the COVID-19 pandemic, people have increased their health and nutrition consciousness. We believe preventive
care is the most effective investment in health.

 To
promote awareness of preventive care among the people in the PRC, we developed and launched our mobile platform, King Eagle Mall, in July
2020, an online platform, Kun Zhi Jian, in October 2022, and Kun Zhi Jian Mini Program in November 2023.

 King Eagle
Mall

 King
Eagle Mall is a mobile social e-commerce platform launched in July 2020 that promotes preventive health care products and services.
It adopts the S2B2C business model and integrates many major health care products and services. We focus on health-related products
and services. King Eagle Mall is designed to enable health-related products to be sold by us and by third parties. King Eagle
Mall's products are divided into two sectors: self-operated products and selected products which promote preventive health
care. Our team screens and examines products that are and will be offered both by us and by affiliated merchants. Our major products
include health care products such as dietary supplements, nutritional health foods, beauty cosmeceuticals, and other categories of
health foods (for instance, milk powder, dried fruits) for supporting the cardiovascular system and bone joint health. We also offer
collagen peptides, probiotics, and health foods for improving blood circulation and vein health, as well as household products that
can promote and improve a healthier lifestyle for our members. We receive customer orders and may arrange fulfillment through our
merchants who are responsible for delivery or we may fulfill customer orders through our outsourced networks. As of January 10,
2024, September 30, 2023, and September 30, 2022, King Eagle Mall had approximately 5,669, 5,669, and 15,077 members,
respectively. King Eagle Mall's membership declined during the year ended September 30, 2023 because the Company focused on promoting and selling
products on Kun Zhi Jian, the new online platform, and some of the members of King Eagle Mall switched to Kun Zhi Jian.

 We
also operate customer service centers with whom our members can communicate directly for any assistance related to product purchases,
suggestions for health care products and services, and delivery logistics.

 Smart
Kiosks

 We
introduced the "Smart Kiosk" concept with the support of Guoxin Star Network Co., Ltd. ("Guoxin") and its subsidiaries
or affiliates, which would have initiated and originally administered the construction of the Smart Kiosks. Integrated with the King Eagle
Mall, the Smart Kiosk was intended to be a physical store which would focus on developing a "small shop economy."

 As
a result of extensive delays in obtaining government approval to construct the Smart Kiosks, in the last quarter of fiscal year 2023,
Guoxin determined that it was unable to obtain the necessary approvals and both parties agreed to abandon the Smart Kiosk project and
to terminate the related agreement between Guoxin and the Company.

 Recent Developments

 Kun Zhi
Jian and Kun Zhi Jian Mini Program

 In
October 2022, we introduced and implemented a new online platform, Kun Zhi Jian. In its initial phase of operation, we focused on selling
a thermal therapy cabin to wholesalers. Currently, we promote and sell physiotherapy equipment products and our own brand, as well as
other popular brands, of preventive health care related products. In November 2023 we also launched the Kun Zhi Jian Mini Program, which is composed of
three main areas: physiotherapy cabin, a customer service center, and an online shopping mall (Kun Zhi Jian). We coordinate with local
health service providers and leverage their health care expertise and technology to provide health screening and consulting services
to our customers and members at the Kun Zhi Jian customer service center. Based on their health condition, we provide nutritional consulting
services and offer suggestions for our preventive health care products. As of January 10, 2024 and September 30, 2023, our new online platform had approximately
2,129 and 1,987 members, respectively.

 COVID-19

 Businesses
and markets in mainland China have reopened and mainland China relaxed its policies and controls relating to COVID-19 in early December
2022. In addition, in July 2023, the PRC government fully opened its border to foreigners without requirements of quarantine or application
for a health code upon arrival in the PRC. The Company continues to focus its business on its online platform, King Eagle Mall, and to
promote its own brand of consumer health care and health-related household products on its new online platform, Kun Zhi Jian, which was
introduced and implemented in October 2022, to mitigate the adverse impacts of COVID-19. In November 2023, the Company also launched the
Kun Zhi Jian Mini Program to expand its customer services and preventive health care.

 We
do not expect that the virus and the ensuing respiratory illness will have a material adverse effect on our business or financial
results at this time. However, it is not possible to predict the unanticipated consequences of the COVID-19 virus, which continues
to mutate and remains highly contagious, on our future business performance and liquidity. The Company continues to monitor and
assess the evolving situation closely and evaluate its potential exposure.

 Recent Regulatory Developments
in China

 Under
current Chinese laws and regulations, the Company believes that the VIE Agreements are not subject to any government approval. The shareholders
of King Eagle (Tianjin) were required to register with SAFE when they established offshore vehicles to hold KP International. Such SAFE
registration was effected on May 14, 2021. These shareholders of King Eagle (Tianjin) were also required to register their equity pledge
arrangement by the Equity Pledge Agreement with King Eagle (China). However, the Company faces uncertainty with respect to future actions
by the PRC government that could significantly affect King Eagle (Tianjin)'s financial performance and the enforceability of the
VIE Agreements.

 On
July 6, 2021, the PRC government issued the Opinions on Strictly Cracking Down on Illegal Securities Activities, calling for: (i) tightening
oversight of data security, cross-border data flow and administration of classified information, as well as amendments to relevant regulations
to specify responsibilities of overseas listed Chinese companies with respect to data security and information security; (ii) enhanced
oversight of overseas listed companies as well as overseas equity fundraising and listing by Chinese companies; and (iii) extraterritorial
application of China's securities laws. As the Opinions on Strictly Cracking Down on Illegal Securities Activities were recently
issued, there is great uncertainty with respect to the interpretation and implementation thereof. We will closely monitor further developments.

 In
addition, on July 10, 2021, the Cyberspace Administration of China (the "CAC") issued the Measures for Cybersecurity Review,
or the Measures, which proposed to authorize the relevant government authorities to conduct cybersecurity review on a range of activities
that affect or may affect national security, including listings in foreign countries by companies that possess the personal data of more
than one million users. On January 4, 2022, the CAC issued the New Measures for Cybersecurity Review (the "New Measures"),
which amended the Measures for Cybersecurity Review (Draft Revisions) released on July 10, 2021. As our VIE has less than one million
customers, we believe that the Measures are not applicable to us in current form. The PRC government is increasingly focused on data security,
recently launching cybersecurity review against a number of mobile apps operated by several US-listed Chinese companies and prohibiting
these apps from registering new users during the review period. There are great uncertainties regarding the interpretation and enforcement
of PRC laws, rules, and regulations regarding data and privacy security. We may be required to change our data and other business practices
and be subject to regulatory investigations, penalties, increased cost of operations, or declines in issuer growth or engagement as a
result of these laws and policies.

 Cash Transfers
Within our Organization

 As
between the Company and its subsidiaries, cash will generally be transferred by means of capital contributions and/or interest-free
intercompany loans. Cash to be transferred or settled between the Company and its subsidiaries, on the one hand, and the
consolidated VIE and its subsidiaries, on the other hand, will typically be transferred through payments for fees under our contractual arrangements
with the VIE, expense reimbursements, or intercompany borrowings between the Company or one of its subsidiaries and the consolidated
VIE. Any such loans will be interest-free, unsecured and payable on demand. For more information regarding these contractual
arrangements, see "Item 1. Business - Corporate History and Structure - Contractual Arrangements." The enforceability
and treatment of the intercompany agreements within our organization, including intercompany borrowings and the contractual
arrangements with our VIE, have not been tested in court. To the extent cash and/or assets in the business are in the PRC and/or
Hong Kong or our PRC and/or Hong Kong entities, such funds and/or assets may not be available to fund operations or for other use
outside of the PRC and/or Hong Kong due to interventions in or the imposition of restrictions and limitations imposed by the PRC
government on the ability of the Company or its subsidiaries to transfer cash and/or assets. There are no tax consequences for
intercompany borrowings or the payment for intercompany services, except for the standard value added taxes and/or income taxes for
the revenues and/or profits generated from such services.

 The
proceeds of any transactions within our organization, including with the VIE and its subsidiaries, are eliminated in our consolidated financial
statements. For more details, please refer to the principles of consolidation set forth in the notes to our Consolidated Financial
Statements for the fiscal year ended September 30, 2023 included in this Annual Report.

 As
of the date of this Annual Report, there have been no distributions or dividends by any of our direct or indirect subsidiaries to the
Company. The Company has not declared any dividends or made any distributions to its shareholders, and we do not anticipate declaring
a dividend in the foreseeable future. No assets other than cash are transferred within our organization. For more details, please see
our "Consolidated Financial Statements" and the "Condensed Consolidating Schedule" on page 14.

 Financial Operations Overview

 Results of
Operations for the years ended September 30, 2023 and 2022

 2023

 2022

 % of

 revenue

 % of

 revenue

 Revenues

 $

 100.0

 %

 $

 100.0

 %

 Cost of revenues

 433,221

 11.1

 15.9

 3,484,114

 88.9

 6,314,435

 84.1

 Operating expenses:

 General and administrative expenses

 2,416,372

 61.7

 1,680,560

 22.4

 Selling expense

 3,316,631

 84.7

 6,641,485

 88.4

 5,733,003

 146.4

 8,322,045

 110.8

 (2,248,889

)

 (57.5

)

 (2,007,610

)

 (26.7

)

 Other income

 99,676

 2.5

 0.5

)

)

 (55.0

)

)

 (26.2

)

 -

 -

 -

 -

 $

)

 (55.0

)%

 $

)

 (26.2

)%

 Revenues

 For
the years ended September 30, 2023 and 2022, revenues amounted to $3,917,335 and $7,510,059, respectively.

 The
following table presents revenues disaggregated by customer type for the years ended September 30, 2023 and 2022:

 2023

 2022

 Retail

 $

 122,712

 $

 Wholesale

 3,794,623

 -

 Total

 $

 $

 Our
retail revenue primarily included the sale of consumer health care and health-related household products to our customers via our mobile
application, King Eagle Mall, which was launched in July 2020. Our wholesale revenue was derived from our new online platform, Kun Zhi
Jian, which was launched in October 2022. This new online platform focuses on promoting and selling our own brand of preventive health
care related products, such as the thermal therapy cabin, to our wholesalers. We recognized our revenue on a gross basis, net of sub-charges
and value-added tax ("VAT") of gross sales.

 For
the year ended September 30, 2023, we generated substantially lower revenues than for the year ended September 30, 2022. Our retail revenue
from King Eagle Mall during the year ended September 30, 2023 plummeted by 99% compared to the same period in 2022. Due to the COVID-19
resurgence and significant rise of COVID-19 cases after the reopening in December 2022, the shortage of logistics and delivery capacity
in the affected communities, and the slowdown of economic development in the PRC, we lowered the retail price of our products. Accordingly,
our retail revenue from King Eagle Mall significantly decreased during the year ended September 30, 2023. Our new online platform, Kun
Zhi Jian, was launched in October 2022. Accordingly, we derived approximately $3,845,125 in wholesale revenue during the year ended September
30, 2023.

 Cost of
revenue

 Our
cost of revenue for the years ended September 30, 2023 and 2022 was $433,221 and $1,195,624, respectively. This primarily included the
purchase of consumer health care and health related household products from our suppliers.

 The
following table presents our cost of revenue disaggregated by customer type, retail and wholesale, for the years ended September 30, 2023
and 2022:

 2023

 2022

 Retail

 $

 51,337

 $

 Wholesale

 381,884

 -

 Total

 $

 433,221

 $

 We
incurred a lower cost of revenue related to our retail revenue for the year ended September 30, 2023 compared to the same period in 2022
because we generated significantly lower retail revenue volume and amount from King Eagle Mall during the year ended September 30, 2023
as discussed above. Since our new online platform, Kun Zhi Jian, was launched in October 2022, we incurred a $381,884 cost of goods sold
related to our wholesale revenue for the year ended September 30, 2023 and nil for the year ended September 30, 2022.

 Gross
profit

 For
the years ended September 30, 2023 and 2022, our gross profit related to our retail sales amounted to $71,375, or 58.2%, and $6,314,435,
or 84.1%, respectively. Our gross profit or margin for the retail business of King Eagle Mall for the year ended September 30, 2023 was
significantly lower than that for the same period in 2022. As previously discussed, our retail revenue amount decreased in the current
period as we reduced the retail price for our products.

 The
gross profit and margin for our wholesale business of Kun Zhi Jian for the year ended September 30, 2023 and 2022 was $3,412,738, or 89.9%,
and nil, or 0%, respectively. Our new online platform, Kun Zhi Jian, was launched in October 2022 and, accordingly, we did not incur revenue
and cost of revenue related to our wholesale revenue in the year ended September 30, 2022.

 Operating
Expenses

 Our
operating expenses consist of general and administrative expenses and selling expenses. For the years ended September 30, 2023 and 2022,
our total operating expenses were $5,733,003 and $8,322,045, respectively. The lower operating expenses for the year ended September 30,
2023 compared to the year ended September 30, 2022 was primarily due to lower selling expenses.

 General and
administrative expenses

 General
and administrative expenses for the years ended September 30, 2023 and 2022 were $2,416,372 and $1,680,560, respectively.

 Our
general and administrative expenses for the years ended September 30, 2023 and 2022 were comprised of the following:

 2023

 2022

 Employee compensation and benefit

 $

 578,490

 $

 586,266

 Office rent and building management

 317,887

 451,695

 Office supplies and meeting

 43,179

 59,450

 Professional services fee

 729,290

 408,477

 Business registration

 25,348

 12,794

 Travel, transportation and gasoline

 99,567

 26,170

 Meals and entertainment

 218,426

 41,004

 Impairment of a related party receivable

 318,999

 -

 Depreciation and amortization

 57,424

 50,919

 Repair and maintenance

 -

 15,637

 Others

 27,762

 28,148

 Total

 $

 2,416,372

 $

 1,680,560

 The
increase in general and administrative expenses during the year ended September 30, 2023 by $735,812 was triggered by increases in
impairment for a prepayment of $318,999, professional service fees of $320,813, meals and entertainment of $177,422, and travel,
transportation, and gasoline of $73,397, offset by a decrease in office rent and building management of $133,808. The impairment for
a prepayment of $318,999 resulted from the abandonment of our Smart Kiosk project. In the last quarter of fiscal year 2023, Guoxin
determined that it was unable to obtain the required construction permit and both parties agreed to abandon this construction
project. King Eagle VIE believed that it was more likely than not that the prepaid service fee for the operation of the Smart Kiosks
was unrecoverable and, accordingly, a provision was recorded against the amount due from a related party in the consolidated
statements of operations and comprehensive loss during the year ended September 30, 2023. Moreover, we incurred additional
professional fees, meals and entertainment, and travel, transportation, and gasoline for exploring new business and setting up
business events. On the other hand, we cancelled our office lease in Tianjin in line with our business move from offline to
online.

 Selling expenses

 Our
selling expenses, which were primarily incurred by our sales and marketing department, for the years ended September 30, 2023 and 2022
were $3,316,631 and $6,641,485, respectively. Compared to the year ended September 30, 2022, our selling expenses for the year ended September
30, 2023 declined by $3,324,854, or 50.1%.

 Our
selling expenses included the following:

 2023

 2022

 Service agents

 $

 2,362,078

 $

 5,844,846

 Employee compensation and benefit

 254,165

 489,363

 Office supplies and meeting

 203,645

 63,106

 Customer services

 13,296

 Travel, transportation and gasoline

 72,736

 84,360

 Meals and entertainment

 357,292

 87,270

 Depreciation and amortization

 3,106

 5,013

 Advertising

 63,569

 54,231

 Total

 $

 3,316,631

 $

 6,641,485

 The
significant decrease in selling expenses for the year ended September 30, 2023 was primarily driven by a decrease in service agent fees
of $3,482,768 as marketing and promotional service fees to our service agents declined significantly. Additionally, our employee compensation
and benefit expense decreased by $235,198 as we reduced the headcount in our sales and marketing department by five employees from eight
employees in the year ended September 30, 2022 to three employees in the same period in 2023. To further streamline our selling costs,
we no longer engaged external customer support services in the year ended September 30, 2023. On the other hand, our sales and marketing
department launched small-scale marketing and promotional activities for our new platform during the year ended September 30, 2023. Accordingly,
our total selling expense was offset by increases in meetings of $140,539 and in meals and entertainment of $270,022.

 Other
income

 Other
income primarily included bank interest income and foreign exchange gain or loss. Our other income for the years ended September 30, 2023
and 2022 was $99,676 and $34,769, respectively. Since the first quarter of 2022, we recognized an additional source of income related
to online technical support services with respect to our supplement products provided to a corporate customer. During the year ended September
30, 2022, we recognized $36,685 in other income related to the provision of this service, offset by a loss on disposal of furniture and
fixtures of $3,752. However, such service was not requested for 2023 by this corporate customer due to the economic slowdown and low sales
volume of the lutein supplement products. During the year ended September 30, 2022, we also recognized bank interest income of $1,836.
During the year ended September 30, 2023, we recognized bank interest income of $1,009 and government grants of $98,667.

 Income
tax expense

 For
both the year ended September 30, 2023 and the year ended September 30, 2022, the income tax expense of the Company was nil. Due to the
net loss before income tax, the Company recognized a full valuation recognition against its deferred tax assets, which mainly included
net operating loss carryforwards, as management believes it is more likely than not that the Company will not realize its net operating
loss carryforwards in the near future or before they expire.

 Net Loss

 As
a result of the factors discussed above, for the years ended September 30, 2023 and 2022 our net loss amounted to $2,149,213 and $1,972,841,
respectively.

currency translation adjustment

 The
functional currency of our operations in the PRC is Chinese Yuan or Renminbi ("RMB"), while the functional currency of our
operation in Hong Kong is Hong Kong Dollars ("HKD"). The financial statements are translated to U.S. dollars using the period
end rates of exchange for assets and liabilities; equity is translated at historical exchange rates; and average rates of exchange (for
the period) are used for revenues and expenses and cash flows. Transaction gains and/or losses that arise from exchange rate fluctuations
on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. As
a result of foreign currency translation, which is a noncash adjustment, we reported a foreign currency translation gain of $147,374 and
$335,412 for the years ended September 30, 2023 and 2022, respectively. This non-cash gain had the effect of decreasing our reported comprehensive
loss.

 Comprehensive
loss

 As
a result of our net loss after income taxes, we had a comprehensive income/loss for the years ended September 30, 2023 and 2022 of $2,001,839
and $1,637,429, respectively.

 Liquidity
and Capital Resources

 As
of September 30, 2023 and 2022, we had a cash balance of $457,580 and $267,131, respectively.

 For
the year ended September 30, 2023, net cash used in operating activities totaled $427,030. Operating cash outflow was mainly attributable
to our net loss of $2,149,213, a decrease in customer advances of $763,453, and payments for operating lease liabilities of $271,259,
offset by a decrease in prepayments to our vendors of $199,130, an increase in payables to our vendors of $671,836, accrual in VAT and
indirect taxes of $142,950, and advance from related parties of $1,094,095.

 Net
cash used in investing activities totaled $606 and was primarily related to the acquisition of trademarks during the year ended September
30, 2023.

 For
the year ended September 30, 2023, net cash provided by financing activities totaled $644,803 and primarily related to a capital contribution
from shareholders of King Eagle VIE.

 The
effect of exchange rate change on cash totaled $(26,718) for the year ended September 30, 2023. The resulting change in cash for the period
was an increase of $190,449.

 For
the year ended September 30, 2022, net cash used in operating activities totaled $1,592,130. Operating cash outflow was mainly attributable
to net loss, $1,972,841, deposit payments to our lessors, $46,802, salary payment, $45,723, and VAT and indirect taxes payment, $206,303,
offset by a decrease in prepayments to our vendors, $32,770, an increase in payable to our vendors, $257,078, an increase in customer
advances, $142,789, and additional payment from a related party, $251,175.

 Net
cash used in investing activities totaled $139,155, and was primarily related to the purchase of office and computer equipment of $796
and a payment for the renovation of our new office in Beijing of $138,359.

 There
was no financing activity for the year ended September 30, 2022.

 The
effect of exchange rate change on cash totaled $(61,269) for the year ended September 30, 2022. The resulting change in cash for the period
was a decrease of $1,792,554.

 2023

 2022

 Net cash (used in) provided by operating activities

 $

 (427,030

)

 $

 (1,592,130

)

 (606

)

 (139,155

)

 -

 Effect of exchange rate change on cash

 (26,718

)

 (61,269

)

 Total net change in cash and cash equivalents

 $

 190,449

 $

 (1,792,554

)

 The
following table sets forth a summary of changes in our working capital as of September 30, 2023 and 2022:

 2023

 2022

 Current Assets

 $

 661,947

 $

 917,479

 Current Liabilities

 6,185,690

 5,172,077

 $

 (5,523,743

)

 $

 (4,254,598

)

 We
require cash of approximately $4.0 million within the next twelve months, primarily related to third party vendor payables and related
parties payables. As of September 30, 2023, we had received customer advances in an amount of approximately $2.1 million. We anticipate
that the majority of the revenue will be recognized in the fiscal year 2024. Management has agreed that the amount received is non-refundable.
However, this term is not bound by any agreement. Therefore, the customers may have the right to challenge and demand the advances be
refunded under relevant Commercial Laws or regulations. Additionally, we had an approximately $0.4 million commitment related to purchase
and service agreements as of September 30, 2023. See "Contractual Obligations and Other Commitments" on page 68.

 In
an effort to support and maintain our financial position and operations, to fulfill our contractual commitments and to meet the demands
from our customers for refund of their advanced payments, the Company focused on increasing its revenue through its online platform. In
October 2022, we introduced and implemented another online platform which is focused on promoting and selling our own brand health care
related products, particularly the thermal therapy cabin, to wholesalers and retailers. We have continued to engage service agents to
promote our products and to reduce our administrative overhead costs such as operating leases. Simultaneously, our directors and stakeholders
continue to support our operation financially. We believe that such measures will improve our liquidity in the next twelve months. If
we are not able to increase revenue or obtain any financing, we may be unable to continue as a going concern.

 Going Concern
Consideration

 The
financial statements included in this Annual Report have been prepared in conformity with accounting principles generally accepted in
the United States of America which contemplate continuation of the Company as a going concern. The going-concern basis assumes that assets
are realized and liabilities are extinguished in the ordinary course of business at amounts disclosed on the financial statements. The
Company's ability to continue as a going concern depends on the liquidation of its current assets. As of September 30, 2023, the
Company experienced cash outflows from operating activities of $427,030, incurred a net loss of $2,149,213, and had negative working capital
of $5,523,743. These conditions raise substantial doubt about the ability of the Company to continue as a going concern.

 The
Company continues to monitor its operations to help refine its financial liquidity. Options under consideration in the review process
include, but are not limited to, increase of sales through the Company's online business, reduction of overhead costs, fund advance
from the Company's stockholders and directors, or financing through the issuance of shares. The Company has been focusing on increasing
its revenue through its online platform and trimming its overhead costs. For example, it reduced lease payments and decreased office supplies
expense. Additionally, the Company obtained capital funding of approximately $0.6 million from our shareholders to meet its working capital
requirements. In order to continue as a going concern for the next 12 months, the Company is focusing on promoting and selling its own
brand of preventive health care products to wholesalers through Kun Zhi Jian, an online platform launched in October 2022, streamlining
its overhead costs, or obtaining financing or capital funding from its stockholders or directors. In November
2023, the Company launched Kun Zhi Jian Mini Program. The Company leveraged the health care expertise and technology with local health
care service providers, offered health screening and monitoring at the Kun Zhi Jian customer service center, and promoted health care
supplements and products to its customers and members. However, the Company cannot provide any assurance that it will be able to increase
revenue, that it will be able to successfully implement its business plan, or that financing will be available to it on commercially acceptable
terms, if at all. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability
and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue
as a going concern. The directors will continue to support the group by providing adequate financial assistance to enable the group to
continue its business operations for the foreseeable future.

 Contractual
Obligations and Other Commitments

 We
had the following contractual obligations and commercial commitments as of September 30, 2023:

 Payments Due by Period

 Less Than 1 Year

 1 to 3 Years

 3 to 5 Years

 More Than 5 Years

 Total

 Contractual Obligations:

 Operating lease obligations

 $

 331,190

 $

 97,074

 $

 -

 $

 -

 $

 428,264

 Purchase and service agreements

 15,327

 -

 -

 -

 15,327

 Total contractual obligations

 $

 346,517

 $

 97,074

 $

 -

 $

 -

 $

 443,591

 Off-Balance
Sheet Arrangements

 We
have no off-balance sheet arrangements, including arrangements that would affect our liquidity, capital resources, market risk support,
and credit risk support or other benefits.

 Future Financings

 We
will continue to rely on loans from our directors and major shareholders and on equity sales of our common shares in order to continue
to fund our business operations. Issuances of additional shares will result in dilution to existing stockholders. There is no assurance
that we will achieve any additional sales of equity securities or arrange for debt or other financing to fund our operations and other
activities, or if we are able, there is no guarantee that existing shareholders will not be substantially diluted.

 Critical
Accounting Policies

 Basis of
Presentation

 The
consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States
of America. This basis of accounting involves the application of accrual accounting and, consequently, revenues and gains are recognized
when earned and expenses and losses are recognized when incurred. The consolidated financial statements are expressed in U.S. dollars.

 Principles
of Consolidation

 The
consolidated financial statements include the financial statements of the Company, its subsidiaries, and its variable interest entity
("VIE"). All significant intercompany transactions and balances within the Company have been eliminated upon consolidation.

 Use of Estimates
and Assumptions

 The
preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make
estimate and assumptions that impact the presented amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the presented amounts of revenues and expenses during the period. Actual results may differ
from those estimates. Significant estimates during the year ended September 30, 2023 and 2022 include the collectability of receivables,
the useful lives of long-lived assets and intangibles, assumptions used in assessing impairment of long-lived assets, valuation of accruals
for expenses, and tax due.

 Going Concern

 The
accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United
States of America which contemplate continuation of the Company as a going concern. The going-concern basis assures that assets are realized
and liabilities are extinguished in the ordinary course of business at amounts disclosed on the financial statements. The Company's
ability to continue as a going concern depends on the liquidation of its current assets and business developments. In assessing the Company's
liquidity, the Company monitors and analyzes its cash and cash equivalents and its operating and capital expenditure commitments. The
Company's liquidity needs are to meet its working capital requirements, operating expenses, and capital expenditure obligations.
For the year ended September 30, 2023, the Company incurred cash outflows from operating activities of $427,030 and a net loss of $2,149,213,
and had negative working capital of $5,523,743. Moreover, our Smart Kiosk project has been abandoned. Although the number of cases of
COVID-19 has steadily decreased in the PRC, respiratory illness during the winter of 2023 has surged, which may cause a restriction on
travel affecting our employees, customers, and service agents. These conditions raise substantial doubt about the ability of the Company
to continue as a going concern.

 The
Company continues to monitor its operations to help refine its financial liquidity. Options under consideration in the review
process include, but are not limited to, increase of sales through the Company's online business, reduction of overhead costs,
fund advance from the Company's stockholders and directors, or financing through the issuance of shares. The Company has been
focusing on increasing its revenue through its online platform and trimming its overhead costs. For example, it reduced lease
payments and decreased office supplies expense. Additionally, the Company obtained capital funding of approximately $0.6 million
from our shareholders to meet its working capital requirements. In order to continue as a going concern for the next 12 months, the
Company is focusing on promoting and selling its own brand of preventive health care products to wholesalers through Kun Zhi Jian,
an online platform launched in October 2022, streamlining its overhead costs, or obtaining financing or capital funding from its
stockholders or directors. In November 2023, the Company launched the Kun Zhi Jian Mini Program. The Company leveraged the health
care expertise and technology of local health care service providers, offered health screening and monitoring at the Kun Zhi Jian
customer service center, and promoted health care supplements and products to its customers and members. However, the Company cannot
provide any assurance that it will be able to increase revenue, that it will be able to successfully implement its business plan, or
that financing will be available to it on commercially acceptable terms, if at all. The financial statements do not include any
adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and
classifications of liabilities that may result should the Company be unable to continue as a going concern. The directors will
continue to support the group by providing adequate financial assistance to enable the group to continue its business operations for
the foreseeable future.

 Earnings
(Loss) Per Share

 Basic
income (loss) per share is computed by dividing net income (loss) attributable to the holders of ordinary shares by the weighted average
number of ordinary shares outstanding during the year. Diluted income (loss) per share is calculated by dividing net income (loss) attributable
to the holders of ordinary shares as adjusted for the effect of dilutive ordinary share equivalents, if any, by the weighted average number
of ordinary shares and dilutive ordinary share equivalents outstanding during the period. However, ordinary share equivalents are not
included in the denominator of the diluted earnings per share calculation when inclusion of such shares would be anti-dilutive, such as
in a period in which a net loss is recorded.

 Foreign Currency
Translation

 The
reporting currency of the Company is the U.S. Dollar. Our entity in the British Virgin Islands uses the U.S. dollar. Our entities in the
PRC and Hong Kong use the local currencies, Renminbi (RMB) and Hong Kong Dollar (HKD), as their functional currencies as determined based
on the criteria of ASC 830, "Foreign Currency Translation." Assets and liabilities are translated at the unified exchange
rate as quoted by www.xe.com at the end of the period. Income and expense accounts are translated at the average translation rates and
the equity accounts are translated at historical rates. Translation adjustments resulting from this process are included in accumulated
other comprehensive income in the statement of equity. Transaction gains and losses that arise from exchange rate fluctuations on transactions
denominated in a currency other than the functional currency are included in the results of operations as incurred. Translation adjustments
included in accumulated other comprehensive gain amounted to $426,741 and $279,367 for the years ended September 30, 2023 and 2022, respectively.

 Below
is a table with foreign exchange rates used for translation:

 For the year
 ended September 30, 2023

 (Average
 Rate)

 Hong Kong

 Dollar

 (HKD)

 Chinese

 Renminbi

 (RMB)

 7.8310

 7.0553

 As of September 30, 2023 (Closing Rate)

 7.8308

 7.2960

 For the year
 ended September 30, 2022

 (Average
 Rate)

 Hong Kong

 Dollar

 (HKD)

 Chinese

 Renminbi

 (RMB)

 7.8221

 6.5473

 As of September 30, 2022 (Closing Rate)

 7.8500

 7.1159

 Cash and
Cash Equivalents

 Cash
and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions,
and a certain amount of cash kept in electronic wallets, "e-wallets."

 We
consider all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. We maintain
accounts with various financial institutions in the PRC, and also e-wallets. As of September 30, 2023 and 2022, cash balances held in
PRC banks are uninsured. Monies that are held in e-wallets are deemed equivalent to cash, are highly liquid, and are relatively unsafe
compared to cash in banks. We have not experienced any losses in bank accounts or e-wallets and believe that we are not exposed to significant
risks with respect to our cash in bank accounts and low risk with respect to our cash kept in e-wallets.

consists of finished goods, which include beverages, distilled water dispensers, water filters, and bathroom accessories. Inventory is
measured at the lower of cost or net realizable value on a first-in, first-out basis. When evidence exists that the net realizable value
of inventory is lower than its cost, provisions shall be made to write inventory down and a loss shall be recognized in earnings in the
period in which it occurs. That loss may be required, for example, due to damage, physical deterioration, obsolescence, changes in price
levels, or other reasons. As of September 30, 2023, we had approximately $65,612 of inventory located at a third-party warehouse.

Instrument

 The
carrying amounts reported on the balance sheet for cash, other receivables, accrued liabilities, and other payables approximate fair value
because of the immediate or short-term maturities of these financial instruments.

and Equipment

and equipment are stated at cost less accumulated depreciation and impairment losses. Gains and losses on dispositions of property and
equipment are included in operating income (loss). Major additions, renewals, and improvements are capitalized, while maintenance and
repairs are recognized as expense as incurred.

 Depreciation
is provided over the estimated useful life of each class of depreciable assets and is computed using the straight-line method over the
useful lives of the assets as follows:

 Estimated

 useful life

 Leasehold improvements

 5 years

 Office equipment

 3 years

 Computer equipment

 3 years

 Computer software

 5 years

assets represent the licensing cost for trademark registrations. For intangible assets with indefinite lives, the Company evaluates intangible
assets for impairment at least annually and more often whenever events or changes in circumstances indicate that the carrying value may
not be recoverable. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value
exceeds the fair value. Intangible assets with definite lives are amortized over estimated useful lives and are reviewed annually for
impairment. The Company has not recorded impairment of intangible assets as of September 30, 2023 and 2022.

 Impairment
of Long-lived Assets

 Long-lived
assets, including buildings and intangible assets with finite lives, are reviewed for impairment whenever events or changes in circumstances
(such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value
of an asset may not be recoverable. We assess the recoverability of the assets based on the undiscounted future cash flows the assets
are expected to generate and recognize an impairment loss when estimated discounted future cash flows expected to result from the use
of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. When we
identify an impairment, we reduce the carrying amount of the asset to the estimated fair value based on a discounted cash flows approach
or, when available and appropriate, to comparable market values. As of September 30, 2023 and 2022, management determined that there was
no impairment.

 Fair Value
Measurements

 The
Company applies the provisions of ASC Subtopic 820-10, "Fair Value Measurements," for fair value measurements of financial
assets and financial liabilities and for fair value measurements of non-financial items that are recognized or disclosed at fair value
in the financial statements. ASC 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements.

 Fair
value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted
to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers
assumptions that market participants would use when pricing the asset or liability.

 ASC
820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable
inputs when measuring fair value. ASC 820 establishes three levels of inputs that may be used to measure fair value. The hierarchy gives
the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the
lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy
are as follows:

 Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

 Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

 Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

 The Company's
financial assets and liabilities include cash, receivables, accounts payable, and accrued expenses.

 Related Party
Transactions

 The
Company follows the ASC 850-10 "Related Party Disclosures" for the identification of related parties and disclosure of related
party transactions.

to section 850-10-20, related parties include (i) affiliates of the Company; (ii) entities for which investments in their equity securities
would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825-10-15, to be accounted
for by the equity method by the investing entity; (iii) trusts for the benefit of employees, such as pension and income-sharing trusts
that are managed by or under the trusteeship of management; (iv) principal owners of the Company; (v) management of the Company; (vi)
other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies
of the other to the extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and
(vii) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership
interest in one of the transacting parties and can significantly influence the other to the extent that one or more of the transacting
parties might be prevented from fully pursuing its own separate interests.

 The
consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements,
expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated
in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include:
(i) the nature of the relationship(s) involved; (ii) a description of the transactions, including transactions to which no amounts or
nominal amounts were ascribed, for each of the periods for which income statements are presented; and (iii) such other information deemed
necessary to an understanding of the nature of the related party transactions.

 Comprehensive
Income (Loss)

 Other
comprehensive income (loss) refers to revenues, expenses, gains and losses that under generally accepted accounting principles are included
in comprehensive income but are excluded from net income (loss) as these amounts are recorded directly as an adjustment to stockholders'
equity. Our other comprehensive loss for the years ended September 30, 2023 and 2022 was comprised of foreign currency translation adjustments.

 Revenue Recognition

is comprised of sales of goods and represents the amount of consideration the Company is entitled to upon the transfer of goods. Revenue
was recorded on a gross basis, net of surcharges and value added tax ("VAT") of gross sales. Pursuant to FASB ASU No. 2016-08,
Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), the Company
recorded revenue on a gross basis because the Company is the primary obligor of the sales arrangements has latitude in establishing prices,
has discretion in suppliers' selection and assumes credit risks on receivables on gross sales from customers.

 The
Company adopted Accounting Standards Update ("ASU") No. 2014-09 "Revenue from Contracts with Customers (Topic 606)"
("ASU 2014-09") using the full retrospective transition method. The Company's adoption of ASU 2014-09 did not have a
material impact on the amount and timing of revenue recognized in its consolidated financial statements.

 The
Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations
under each of its agreements:

 identify the contract with a customer;

 identify the performance obligations in the contract;

 determine the transaction price;

 allocate the transaction price to performance obligations in the contract; and

 recognize revenue as the performance obligation is satisfied.

 Consistent
with the criteria of ASC 606 "Revenue from Contracts with Customers," we recognize revenue when performance obligations are
satisfied by transferring control of a promised good or service to a customer. For performance obligations that are satisfied at a point
in time, we also consider the following indicators to assess whether control of a promised good or service is transferred to the customer:
(i) right to payment; (ii) legal title; (iii) physical possession; (iv) significant risks and rewards of ownership; and (v) acceptance
of the good or service. For performance obligations satisfied over time, we recognize revenue over time by measuring the progress toward
complete satisfaction of a performance obligation.

revenue results from transactions where the Company has received the payments from the customers but revenue recognition criteria under
the five-step model of ASC Topic 606 have yet to be met. Once all revenue recognition criteria have been satisfied, the revenues will
be recognized upon the transfer of risk and rewards to the customers in the consolidated statement of operations. We anticipate the majority
of the revenue will be recognized in fiscal year 2024. Management agreed that the amount received is non-refundable. However, this term
is not bound by any agreement. Thus, the customers may have the rights to challenge and demand the advances to be refunded under relevant
Commercial Laws or regulations.

 Lease

 Under
ASC Topic 842, the Company determines if an arrangement is a lease at inception. Lease assets and liabilities are recognized at the present
value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future
lease payments is the Company's incremental borrowing rate based on the information available at the lease commencement date. The
Company generally uses the base, non-cancelable lease term in calculating the right-of-use assets and lease liabilities.

 The
Company may recognize the lease payments in the condensed consolidated statements of operation on a straight-line basis over the lease
terms and variable lease payments in the periods in which the obligations for those payments are incurred, if any. The lease payments
under the lease arrangements are fixed.

 The
Company elected the package of practical expedients which allow the Company to carryforward its historical lease classification, its assessment
on whether a contract is or contains a lease, and its initial direct costs for any lease that exists prior to adoption of the new standard.

 The
Company also elected to apply the short-term lease exception for lease arrangements with a lease term of 12 months or less at commencement.
Lease terms used to compute the present value of lease payments do not include any option to extend, renew, or terminate the lease that
the Company is not reasonably certain to exercise upon the lease inception. Accordingly, operating lease right-of-use assets and liabilities
do not include leases with a lease term of 12 months or less.

 Research
and Development Expenses

 Research
and development (R&D) expenses are all costs associated with the original development and design of the product as well as any intellectual
property (IP) generated during the development phase, including patents and copyrights. Research and development expenses are included
in the overall operating expenses and reflected as a separate line item on the consolidated statement of operations.

 We
purchase the consumer preventive health food and health related household products sold on our platforms from our suppliers; we did not
develop, design, or manufacture those products. Moreover, although we have built our online platform and mobile commerce in-house, the
compensation costs for our in-house technology team were not significant. Accordingly, instead of capitalizing the compensation costs
of our in-house technology team as Research and Development on our Balance Sheet or presenting it as Research and Development expenses,
we included these amounts in Employee Compensation and Benefit expenses within General and Administrative expenses for the years ended
September 30, 2023 and 2022.

 Selling Expenses

 Selling
expenses consist primarily of marketing and promotional service fees to service agents and other costs incurred by our sales and marketing
department such as staff costs, office supplies, and other incidental expenses that are incurred directly to attract or retain customers.

 Our
selling expenses for the years ended September 30, 2023 and 2022 were $3,316,631 and $6,641,485, respectively. We recognized marketing
and promotional service expenses when our service agents performed marketing activities, promotions, and exhibitions for our business
and products. For the years ended September 30, 2023 and 2022, we recorded marketing and promotional service fees to our service agents
in an amount of $2,362,078 and $5,844,846, respectively.

 Concentration
of Risk

 Credit risk

instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents
and other receivables. As September 30, 2023 and 2022, $428,088 (RMB3,123,333) and $252,512 (RMB1,796,861), respectively, were deposited
with various major financial institutions located in the PRC. While management believes that these financial institutions are of high
credit quality, it also continually monitors their credit worthiness.

 Historically,
deposits in Chinese banks are secure due to state policy to protect depositor interests. However, China promulgated a Bankruptcy Law in
August 2006 that came into effect on June 1, 2007, which contains a separate article expressly stating that the State Council may promulgate
implementation measures to provide for the bankruptcy of Chinese banks based on the Bankruptcy Law. Under the current Bankruptcy Law,
a Chinese bank may file bankruptcy if it deems itself to be insolvent. In addition, since China's concession to the World Trade
Organization, foreign banks have been gradually permitted to operate in China and have intensified competition in many aspects, especially
since the opening of the Renminbi business to foreign banks in late 2006. Therefore, the risk of bankruptcy at the institutions that the
Company maintains deposits has increased. In the event of bankruptcy, the Company is unlikely to reclaim its deposits in full since it
is unlikely to be classified as a secured creditor under PRC laws.

 Risks
of variable interest entity structure

 In
the opinion of management, (i) the corporate structure of the Company is in compliance with existing PRC laws and regulations; (ii) the
VIE Arrangements are valid and binding, and do not result in any violation of PRC laws or regulations currently in effect; and (iii) the
business operations of the foreign-invested enterprise and the VIE are in compliance with existing PRC laws and regulations in all material
respects.

 However,
there are substantial uncertainties regarding the interpretation and application of current and future PRC laws and regulations. Accordingly,
the Company cannot be assured that PRC regulatory authorities will not ultimately take a contrary view to the foregoing opinion of its
management. If the current corporate structure of the Company or the VIE Arrangements is found to be in violation of any existing or future
PRC laws and regulations, the Company may be required to restructure its corporate structure and operations in the PRC to comply with
changing and new PRC laws and regulations. In the opinion of management, the likelihood of loss in respect of the Company's current
corporate structure or the VIE Arrangements is remote based on current facts and circumstances.

 Foreign currency exchange risk

 The
value of the RMB against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political
and economic conditions and the foreign exchange policy adopted by the PRC government. It is difficult to predict how market forces or
PRC or U.S. government policy may impact the exchange rate between the RMB and the U.S. dollar in the future. There remains significant
international pressure on the PRC government to adopt a more flexible currency policy, which could result in greater fluctuation of the
RMB against the U.S. dollar. The Company is a holding company and it relies on dividends paid by the Company's operating subsidiaries
in China for its cash needs. Any significant revaluation of the RMB may materially and adversely affect its liquidity and cash flows.
To the extent that the Company needs to convert U.S. dollars into RMB for its operations, appreciation of the RMB against the U.S. dollar
would have an adverse effect on the RMB amount the Company would receive. Conversely, if the Company decides to convert RMB into U.S.
dollars for other business purposes, appreciation of the U.S. dollar against the RMB would have a negative effect on the U.S. dollar amount
the Company would receive.

 Liquidity risk

 Liquidity
risk is the risk that the Company will encounter difficulty raising liquid funds to meet commitments as they fall due. See our commitments
and contingencies in Note 13 under Item 8, Financial Statements and Supplementary Data. In meeting its liquidity requirements, the Company
continues to focus on increasing its revenue through the sale of consumer health care products on its online platform, King Eagle Mall,
and promoting its own brand of preventive health care related products on its new online platform to reduce its costs of goods sold, streamlining
its overhead costs, or obtaining financing from its stockholders or directors.

 Concentration
of customers and vendors

 There
was no revenue from customers that individually represent greater than 10% of the total revenues for the years ended September 30, 2023,
and 2022.

 For
the year ended September 30, 2023, three vendors accounted for 35%, 25%, and 12% of the Company's total cost of sales.

 For
the year ended September 30, 2022, four vendors accounted for 18%, 16%, 16%, and 12% of the Company's total cost of sales.

 Income Taxes

 We
account for income taxes using the liability method. Under this method, deferred tax assets and liabilities are determined based on the
difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the
period in which the differences are expected to reverse. The Company records a valuation allowance against deferred tax assets if, based
on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized.
The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date.

 We
apply ASC 740, Accounting for Income Taxes, to account for uncertainty in income taxes and the evaluation of a tax position is
a two-step process. The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination,
including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure
a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements.
A tax position is measured at the largest amount of benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.
Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent
period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should
be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met.

 Commitments
and Contingencies

 The
Company follows the ASC 450-20, "Contingencies" to report accounting for contingencies. Certain conditions may exist as of
the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more
future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise
of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that
may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the
perceived merits of the amount of relief sought or expected to be sought therein.

 If
the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can
be estimated, then the estimated liability would be accrued in the Company's consolidated financial statements. If the assessment
indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated,
then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

 Loss
contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.
Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on
the Company's financial position, results of operations, or cash flows. However, there is no assurance that such matters will not
materially and adversely affect the Company's business, financial position, and results of operations or cash flows.

 Recent Accounting
Pronouncement

 Recently
Adopted Accounting Standards

Instruments. In June 2016, the FASB issued Accounting Standards Update No. 2016-13,"Financial Instruments - Credit Losses (Topic
326)" ("ASU 2016-13"). ASU 2016-13 revises the methodology for measuring credit losses on financial instruments and
the timing of when such losses are recorded. Originally, ASU 2016-13 was effective for fiscal years, and for interim periods within those
fiscal years, beginning after December 15, 2019, with early adoption permitted. In November 2019, FASB issued ASU 2019-10, "Financial
Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842)." This ASU defers the effective
date of ASU 2016-13 for public companies that are considered smaller reporting companies as defined by the SEC to fiscal years beginning
after December 15, 2022, including interim periods within those fiscal years. The Company adopted this standard in the first quarter of
fiscal 2024 and evaluated that this new guidance does not have a significant impact on its condensed consolidated financial statements.

 In
the period from October 2023 through December 2023, the FASB has not issued any additional accounting standards updates that have a significant
impact on the Company.

 ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 The
Company is not required to provide the information required by this Item because the Company is a smaller reporting company.

 ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 Our
consolidated financial statements are included on pages F-1 through F-34, which appear at the end of this Annual Report.

 ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 On
November 29, 2021, the Board of Directors of the Company engaged J&S Associate PLT (F.K.A.: J&S Associate) (AF002380) ("J&S")
as its independent auditor for the fiscal year ended September 30, 2021. The Board of Directors dismissed JLKZ CPA LLP ("JLKZ")
as its independent auditor concurrently with the engagement of J&S. The decision to change auditors was approved by the Board of Directors
of the Company.

 The
Company requested that JLKZ furnish the Company with a letter addressed to the Securities and Exchange Commission that discloses the information
required by Item 304(a)(1) of Regulation S-K, including compliance with Item 304(a)(3) of Regulation S-K. A copy of that letter addressed
to the Securities and Exchange Commission from JLKZ was filed as Exhibit 16.1 to the Company's Current Report on Form 8-K dated
November 29, 2021.

 The
audit report of JLKZ on the financial statements of the Company and its subsidiaries as of and for the fiscal years ended September 30,
2019 and 2020 did not contain any adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit
scope, or accounting principles, other than to state that there is substantial doubt as to the Company's ability to continue as
a going concern. There had been no disagreements with JLKZ on any matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure during the years ended September 30, 2019 and 2020, nor in the subsequent period through November 29, 2021,
which if not resolved to the satisfaction of JLKZ, would have caused it to make reference to the subject matter of the disagreement(s)
in connection with its report.

 During
the fiscal years ended September 30, 2019 and 2020 and the subsequent interim periods through November 29, 2021, the Company had not consulted
with J&S regarding either: (i) the application of accounting principles to any specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the Company's financial statements; or (ii) any matter that was either the
subject of a disagreement (as defined in Regulation S-K, Item 304(a)(1)(iv) and the related instructions) or a "reportable event"
(as defined in Regulation S-K, Item 304(a)(1)(v)).

 ITEM 9A.
CONTROLS AND PROCEDURES

 (a) Evaluation
of Disclosure Controls and Procedures.

 We
maintain "disclosure controls and procedures" as such term is defined in Rule 13a-15I under the Exchange Act. In designing
and evaluating our disclosure controls and procedures, our management recognized that disclosure controls and procedures, no matter how
well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of disclosure controls and procedures
are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment
in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and
procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any
design will succeed in achieving its stated goals under all potential future conditions. Based on their evaluation as of the end of the
fiscal year ended September 30, 2023, our chief executive officer and our chief financial officer and principal accounting manager concluded
that our disclosure controls and procedures were not effective in insuring that the information relating to our Company required to be
disclosed in our Securities and Exchange Commission reports (i) is recorded, processed, summarized, and reported within the time periods
specified in SEC rules and forms; and (ii) is accumulated and communicated to our management, including our chief executive officer, to
allow timely decisions regarding required disclosure as a result of the material weaknesses in our internal control over financial reporting
due to the existence of the following material weaknesses:

 A lack of sufficient and adequately trained internal accounting and finance personnel with appropriate understanding of U.S. GAAP and SEC reporting requirements;

 A lack of segregation of duties within significant accounts; and

 A lack of a functioning audit committee and a majority of outside directors on the Company's Board of Directors.

 Management's
Report on Internal Control over Financial Reporting

 As
of September 30, 2023, management assessed the effectiveness of our internal control over financial reporting based on the criteria for
effective internal control over financial reporting established in the 2013 updated Internal Control-Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments.
Based on that evaluation, management concluded that, during the period covered by this report, such internal controls and procedures were
not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that
existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and
that are considered to be material weaknesses as described herein above. A material weakness is a deficiency, or a combination of deficiencies,
in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company's
annual or interim financial statements will not be prevented or detected on a timely basis.

 Notwithstanding
the existence of these material weaknesses in our internal control over financial reporting, our management believes that the financial
statements included in its reports fairly present in all material respects the Company's financial condition, results of operations,
and cash flows for the periods presented. We continue to evaluate the effectiveness of internal controls and procedures on an on-going
basis. Once our cash position improves, we plan to hire an experienced controller and work to build an internal accounting team with sufficient
in-house expertise in US GAAP reporting. However, due to our current limited cash flow, we cannot assure you when we will be able to implement
those remediation methods.

 Because
we are an emerging growth company, this Annual Report does not include an attestation report of our independent registered public accounting
firm regarding internal control over financial reporting.

 (b) Changes
in internal controls over financial reporting

 There
were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
Act) during the fourth fiscal quarter of the fiscal year ended September 30, 2023, covered by this report that has materially affected,
or are reasonably likely to materially affect, our internal control over financial reporting other than the facts disclosed above.

 ITEM 9B.
OTHER INFORMATION

 None.

 ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

 Executive
Officers and Directors

 The
following table and text set forth the names and ages of all directors and executive officers as of the date of this Annual Report.

 There
are no family relationships among our directors and executive officers. Each director is elected at our annual meeting of shareholders
and holds office until the next annual meeting of shareholders, or until his successor is elected and qualified. Also provided herein
are brief descriptions of the business experience of each director and executive officer during the past five years and an indication
of directorships held by each director in other companies subject to the reporting requirements under the federal securities laws. None
of our officers or directors is a party adverse to us or has a material interest adverse to us.

 The
following table sets forth certain information concerning our directors and executive officers:

 Name

 Age

 Position

 Mr. Richun Zhuang

 Chief Executive Officer and Director

 Ms. Yuanyuan Zhang

 Chief Financial Officer

 Ms. Chengyuan Li

 Ms. Lili Zhang

 Non-Executive Independent Director

 Ms. Lingya Jia

 Non-Executive Independent Director

 Mr. Richun
Zhuang, Chief Executive Officer

 Mr.
Richun Zhuang obtained a Bachelor's degree in Political Studies from Heilongjiang Province National College in 1983. He started
his career as a secretary at Heilongjiang Province Wangkui County Public Transport Bureau until 1989. He was promoted to the position
of Deputy General of Heilongjiang Province Wangkui County Transport Management Station in 1989. He then transferred to Heilongjiang Daqing
Long-distance Bus Station as Chief Dispatcher in 1991. In 2008, Mr. Zhuang was appointed as Vice President, Marketing of Wuxi Kangjiafu
Technology Co., Ltd. He joined Beijing Luji Culture Media Co., Ltd as Chief Executive Officer in 2017. In June 2020, he joined King Eagle
(China) as General Consultant focusing on enterprise operation and strategic planning. On May 14, 2021, Mr. Zhuang was appointed as a
director of KP International Holding and, effective December 1, 2021, he was elected as the Company's Chief Executive Officer.

 Ms. Yuanyuan
Zhang, Chief Financial Officer

 Ms.
Zhang attended Beijing College of Science and Technology from which she earned a Bachelor's degree in International Finance in 2005.
Ms. Zhang developed her career as a sales specialist at Fenghua Haojing Real Estate where she achieved sales of approximately RMB120 million
during her tenure from September 2005 through December 2006. She then became a Sales Manager at Tianan Tiandi Real Estate Development
Co., Ltd from January 2007 through March 2012. Ms. Zhang was appointed as a Marketing Director at Tongbang Real Estate Brokerage Co.,
Ltd for two years from April 2012 and General Manager at One Central Apartment project of Sunac Real Estate Company from May 2014 through
August 2015. Thereafter, she was a General Manager at Beijing Jinfeng Venture Real Estate Brokerage and an Assistant to the Secretary
General at China Association of Real Estate Investment & Financing.

 In
October 2017, Ms. Zhang established her own business, "Fre Flo Bread & 16." In July 2020, she became the Executive Deputy
General Manager of King Eagle (China). Ms. Zhang was appointed Chief Financial Officer of the Company in April 2021.

 Ms. Chengyuan
Li, Director

 Ms.
Li earned an Associate Degree in Computer Information System at Beihua University in 2006 and a bachelor's degree in Finance at
Harbin Institute of Finance in 2020. Ms. Li established her trading business in health care supplies through Wangkuihua Trading Company
from September 2006 through September 2015. In September 2015, she joined Wangkui Daren Pharmaceuticals Co. Ltd as Quality Control Coordinator.
In June 2020, she joined King Eagle (China) as a Business Consultant and she was appointed as a director of the Company in April 2021.

 Ms. Lili
Zhang, Non-Executive Independent Director

 Ms.
Zhang has 13 years of experience in the high-end international financial planning industry through which she has developed an expertise
in private placement, asset allocation, trust, insurance, and other industries. Currently, Ms. Zhang is employed as an assistant to the
president of America Great Health co-managing important issues.

 From
2014 to 2020, Ms. Zhang was employed as a senior financial manager by Zhongtian Jiahua Wealth Management Co. Ltd. and for a period of
3 years with Wells Fargo Chase Asset Management Co. Ltd., providing a full range of asset allocation, trust, asset management, private
equity, equity investment, overseas immigration, Hong Kong insurance, and other investment products for high-end customers. From 2012
to 2014, Ms. Zhang served as a VIP account manager in DBS Beijing Branch providing comprehensive asset allocation consulting for middle
and high-end clients. Her performance in that position ranked first in the Beijing Branch and third in the Northern region in China. From
2009 to 2012, Ms. Zhang was employed at the Beijing Branch of ICBC AXA Life Insurance Co., LTD. (ICB-AXA) where her duties included assisting
the company in actively fulfilling the business targets established by AXA Holding Company in France and providing customized health protection
and asset preservation planning services for clients.

 Ms.
Zhang graduated from Nankai University in the People's Republic of China with a bachelor's degree in 2007. She currently has
permanent residency in the United States and is also qualified as an insurance agent and fund practitioner in China.

 Ms. Lingya
Jia, Non-Executive Independent Director

 Ms.
Jia has an extensive background in international business relations and brand crisis management with a wide range of experience in the
capital markets, business research, and marketing communication advertisement.

 From
2018 to 2021, Ms. Jia served as the brand product marketing director of CV China, an influential VC/PE media organization in the People's
Republic of China, where she was responsible for several listed companies in communication training and business plan guidance, capital
market analysis reports, and other brands' external cooperation. From 2016 to 2018, Ms. Jia worked at Edelman International PR (PRC)
Co. Ltd., the branch of a large independent communications group in the United States, as the account executive of market communication,
branding promotion and analysis for technology clients, including Tencent Ads BU, a smartphone vendor, Vivo, and other international brands.

 Ms.
Jia graduated from the University of Bath (UK) in 2015 with a Master of Arts degree in International Relations and from Shanghai International
Studies University with a Bachelor's degree in Management. During this time, Ms. Jia also obtained related qualifications of fund
and securities in the People's Republic of China.

 Our
directors hold their positions until the next annual meeting of shareholders and until their successors are elected and qualified by our
shareholders, or until earlier death, retirement, resignation, or removal.

Independence

 Except
as reported above, our directors do not hold any directorships in other reporting companies. Ms. Lili Zhang and Ms. Lingya Jia qualify
as "independent directors" under the Rules of NASDAQ, Marketplace Rule 4200(a)(15).

 Family
Relationships

 There
are no family relationships between any of our directors or executive officers.

 Involvement
in Certain Legal Proceedings

 To
the best of our knowledge, none of our directors or executive officers has, during the past ten years:

 been
 convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor
 offenses);

 had
 any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation, or business
 association of which he or she was a general partner or executive officer, either at the time of the bankruptcy filing or within
 two years prior to that time;

 been
 subject to any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction
 or federal or state authority, permanently or temporarily enjoining, barring, suspending, or otherwise limiting his or her involvement
 in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to
 be associated with persons engaged in any such activity;

 been
 found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures
 Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended,
 or vacated;

 been
 the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently
 reversed, suspended, or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged
 violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions
 or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution,
 civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting
 mail or wire fraud or fraud in connection with any business entity; or

 been
 the subject of, or a party to, any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization
 (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange
 Act), or any equivalent exchange, association, entity, or organization that has disciplinary authority over its members or persons
 associated with a member.

 Except
as set forth in our discussion below in "Certain Relationships and Related Transactions," none of our directors or executive
officers has been involved in any transactions with us or any of our directors, executive officers, affiliates, or associates which are
required to be disclosed pursuant to the rules and regulations of the Securities and Exchange Commission.

Qualifications

 Directors
are responsible for overseeing the Company's business consistent with their fiduciary duty to the stockholders. This significant
responsibility requires highly skilled individuals with various qualities, attributes, and professional experience. Our Board of Directors
believes that there are general requirements for service on the Board that are applicable to directors and that there are other skills
and experience that should be represented on the Board as a whole but not necessarily by each director. The Board considers the qualifications
of directors and director candidates individually and in the broader context of the Board's overall composition and the Company's
current and future needs.

 Qualifications
for All Directors

 In
its assessment of each potential candidate, including those recommended by the stockholders, the Board will consider the nominee's
judgment, integrity, experience, independence, understanding of the Company's business or other related industries, and such other
factors it determines are pertinent in light of the current needs of the Board. The Board also takes into account the ability of a director
to devote the time and effort necessary to fulfill his or her responsibilities to the Company.

 The
Board requires that each director be a recognized person of high integrity with a proven record of success in his or her field. Each
director must demonstrate innovative thinking, familiarity with and respect for corporate governance requirements and practices, an appreciation
of multiple cultures, and a commitment to sustainability and to dealing responsibly with social issues. In addition to the qualifications
required of all directors, the Board conducts interviews of potential director candidates to assess intangible qualities including the
individual's ability to ask difficult questions and, simultaneously, to work collegially.

 Qualifications,
Attributes, Skills, and Experience to be Represented on the Board as a Whole

 The
Board has identified particular qualifications, attributes, skills, and experience that should be represented on the Board as a whole,
in light of the Company's current needs and its business priorities. The Board believes that it should include some directors with
a high level of financial literacy and some directors who possess relevant business experience as a chief executive officer, president,
or similar position at a company.

 Code
of Ethics

 We
are developing a Code of Business Conduct and Ethics that applies to our principal executive officers and principal financial officer,
principal accounting officer or controller, or persons performing similar functions and also to other employees.

 Corporate
Governance

 The
business and affairs of the Company are managed under the direction of our Board of Directors. Each stockholder will be given specific
information on how he or she can direct communications to the officers and directors of the Company at our annual stockholders'
meetings. All communications from stockholders are relayed to the members of the Board of Directors.

 Role
in Risk Oversight

 Our
Board of Directors is primarily responsible for overseeing our risk management processes. The Board of Directors receives and reviews
periodic reports from management, legal counsel, and others, as considered appropriate, regarding our Company's assessment of risks.
The Board of Directors focuses on the most significant risks facing our Company and our Company's general risk management strategy,
and also ensures that risks undertaken by our Company are consistent with the Board's appetite for risk. While the Board oversees
our Company's risk management, management is responsible for day-to-day risk management processes. We believe this division of
responsibilities is the most effective approach for addressing the risks facing our Company and that our Board leadership structure supports
this approach.

 Board
Leadership Structure and Role in Risk Oversight

 The
Board of Directors intends to exercise its oversight in the following manner:

 appointing,
 retaining, and overseeing the work of the independent auditors, including resolving disagreements between the management and the
 independent auditors relating to financial reporting;

 approving
 all auditing and non-auditing services permitted to be performed by the independent auditors;

 reviewing
 annually the independence and quality control procedures of the independent auditors;

 reviewing
 and approving all proposed related party transactions;

 discussing
 the annual audited financial statements with the management; and

 meeting
 separately with the independent auditors to discuss critical accounting policies, management letters, recommendations on internal
 controls, the auditor's engagement letter and independence letter and other material written communications between the independent
 auditors and the management.

 Committees
of the Board of Directors

 We
intend to establish the following committees:

 Audit
Committee. The audit committee will consist of our independent directors and its duties will be to recommend to the Board the engagement
of independent auditors to audit our financial statements and to review our accounting and auditing principles. The audit committee will
review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent
public accountants, including their recommendations to improve the system of accounting and internal controls. The audit committee will
at all times be composed exclusively of directors who are, in the opinion of the Board, free from any relationship which would interfere
with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally
accepted accounting principles.

 Audit
Committee Financial Expert. The Board currently acts as our audit committee. The Board has not designated an "audit committee
financial expert" as defined in Regulation S-K and is seeking an additional director that is "independent" as that
term is used in Section 10A of the Exchange Act.

 Compensation
Committee. The compensation committee will review and approve our salary and benefits policies, including compensation of executive
officers.

 Nominating
Committee. Our Board of Directors currently acts as our nominating committee and our Company does not have any defined policy or
procedure requirements for stockholders to submit recommendations or nominations for directors. The directors believe that, given the
early stage of our development, a specific nominating policy would be premature and of little assistance until our business operations
develop to a more advanced level. Our Company does not currently have any specific or minimum criteria for the election of nominees to
the Board of Directors and we do not have any specific process or procedure for evaluating such nominees. Our directors assess all candidates,
whether submitted by management or stockholders, and make recommendations for election or appointment.

 All
proceedings of our Board of Directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes
of the proceedings of the directors. Such resolutions consented to in writing by the directors entitled to vote on that resolution at
a meeting of the directors are, according to the corporate laws of the state of Nevada and the bylaws of our Company, as valid and effective
as if they had been passed at a meeting of the directors duly called and held.

 A
stockholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our president,
at the address appearing on the first page of this Annual Report.

 ITEM
11. EXECUTIVE COMPENSATION

 The
following table sets forth information concerning the compensation earned for services rendered to the Company for the three fiscal years
ended September 30, 2023, 2022, and 2021 by each of the following named executive officers and directors.

 Summary
Compensation Table

 Name & Principal Position

 Fiscal Year

 Base

 Compensation

 (annual,

 unless

 otherwise

 noted)

 Performance

 Award

 Stock

 Options

 Total

 Annual

 Mr. Richun Zhuang, CEO (1)

 $
 8,507

 $
 -

 $
 -

 $
 8,507

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 Ms. Xiangyi Mao, CEO (2)

 $
 -

 $
 -

 $
 -

 $
 -

 $
 5,589

 $
 -

 $
 -

 $
 5,589

 $
 10,984

 $
 12,623

 $
 -

 $
 23,607

 Ms. Yuanyuan Zhang, CFO (3)

 $
 15,312

 $
 4,299

 $
 -

 $
 19,611

 $
 24,932

 $
 -

 $
 -

 $
 24,932

 $
 35,792

 $
 23,202

 $
 -

 $
 58,995

 Mr. Yanlu Li, Vice President (4)

 $
 -

 $
 -

 $
 -

 $
 -

 $
 22,223

 $
 -

 $
 -

 $
 22,223

 $
 24,018

 $
 21,365

 $
 -

 $
 45,384

 Ms. Lili Zhang, Non-Executive Independent Director (5)

 $
 -

 $
 -

 $
 -

 $
 -

 $

 $
 -

 $
 -

 $

 $
 -

 $
 -

 $
 -

 $
 -

 Ms. Lingya Jia, Non-Executive Independent Director (6)

 $
 -

 $
 -

 $
 -

 $
 -

 $

 $
 -

 $
 -

 $

 $
 -

 $
 -

 $
 -

 $
 -

 (1)

 Mr.
 Richun Zhuang was appointed Chief Executive Officer of the Company on December 1, 2021.

 (2)

 Mrs.
 Xiangyi Mao joined King Eagle VIE as Chief Executive Officer on November 3, 2020. She was appointed Chief Executive Officer of the
 Company on April 20, 2021. She resigned from both positions on November 30, 2021.

 (3)

 Ms.
 Yuanyuan Zhang joined King Eagle (China) as Executive Vice President on July 10, 2020, and was appointed as Chief Financial Officer
 of the Company on April 20, 2021.

 (4)

 Mr.
 Yanlu Li joined King Eagle (China) on June 1, 2020, as Chief Executive Officer. He became Vice President of the Company on April
 20, 2021. He resigned from both positions on June 15, 2022.

 (5)

 Mrs.
 Lili Zhang was appointed a Non-Executive Independent Director of the Company as of August 25, 2022.

 (6)

 Ms.
 Lingya Jia was appointed a Non-Executive Independent Director of the Company as of August 25, 2022.

 Stock
Option Plan

 Currently,
we do not have a stock option plan in favor of any director, officer, consultant, or employee of our Company.

 Stock
Options/SAR Grants

 There
were no stock options exercised during the years ended September 30, 2023, 2022 and 2021 by the executive officers named in the Executive
Compensation Table. Further, there are no options, warrants, or rights to receive any of the Company's securities outstanding.

 Outstanding
Equity Awards at 2023 Fiscal Year End

 There
were no outstanding equity awards for the fiscal year ended September 30, 2023.

 Compensation
Discussion and Analysis

 We
strive to provide our named executive officers (as defined in Item 402 of Regulation S-K) with a competitive base salary that is in line
with their roles and responsibilities when compared to peer companies of comparable size in similar locations.

 It
is not uncommon for PRC private companies to have base salaries as the sole form of compensation. The base salary level is established
and reviewed based on the level of responsibilities, the experience and tenure of the individual, and the current and potential contributions
of the individual. The base salary is compared to the list of similar positions within comparable peer companies and consideration is
given to the executive's relative experience in his or her position. Base salaries are reviewed periodically and at the time of
promotion or other changes in responsibilities.

 We
intend to form a compensation committee to oversee the compensation of our named executive officers. The majority of the members of the
compensation committee will be independent directors.

 Compensation
of Directors

 Directors
are permitted to receive fixed fees and other compensation for their services as directors. The Board of Directors has the authority
to fix the compensation of directors.

 As
of the date of this report, only our non-executive independent directors have received compensation for their service on the Board of
Directors.

 Aggregated
Option Exercises and Fiscal Year-End Option Value Table

 There
were no stock options exercised from inception through September 30, 2023, by the executive officers named in the Executive Compensation
Table. Further, there are no option, warrants, or rights to receive any of the Company's securities outstanding.

 Pension,
Retirement, or Similar Benefit Plans

 There
are no arrangements or plans in which we provide pension, retirement, or similar benefits for directors or executive officers. We have
no material bonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive
officers, except that stock options may be granted at the discretion of the Board of Directors or a committee thereof.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The
following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of January 8, 2024, by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities;
(ii) each of our directors and each of our named executive officers (as defined under Item 402(m)(2) of Regulation S-K); and (iii) our
officers and directors as a group. Unless otherwise indicated, the shareholders listed possess sole voting and investment power with
respect to the shares shown except to the extent voting power may be shared with a spouse. Unless otherwise indicated, the address for
each director and executive officer listed is c/o Kun Peng International Ltd., 1F, Building 3, No 1001 Huihe South Street, Banbidian
Village, Gaobeidian Town, Chaoyang District, Beijing, PRC.

 Common
 Stock Beneficially Owned

 Name
 and Address of Beneficial Owner

 Number
 of Shares

 and
 Nature of

 Beneficial

 Ownership (1)

 Percentage

 of
 Total

 Common

 Equity (2)

 Mr.
 Richun Zhuang

 0.0
 %

 Ms.
 Chengyuan Li (3)

 65,754,900

 16.4
 %

 Ms.
 Yuanyuan Zhang

 0.0
 %

 Ms.
 Lili Zhang

 0.0
 %

 Ms.
 Lingya Jia

 0.0
 %

 All
 executive officers and directors as a group

 65,754,900

 16.4
 %

 5%
 or Greater Stockholders:

 Pui
 Chun Wong

 222,029,540

 55.5
 %

 Kunpeng
 TJ Limited

 65,754,900

 16.4
 %

 Wenqiang
 Wang

 34,158,400

 8.5
 %

 (1)

 Number
 of shares reflects the 10:1 forward stock split effected on October 18, 2022.

 (2)

 Beneficial
 ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities.
 Applicable percentage ownership is based on 400,000,000 shares of common stock outstanding as of January 8, 2024. There are no
 outstanding options, warrants, or other rights to acquire shares of our common stock.

 (3)

 These
 shares are owned of record by Kunpeng TJ Limited. As the sole director and majority shareholder of Kunpeng TJ Limited, Chengyuan
 Li may be deemed to beneficially own these shares.

 Changes
in Control

 As
of the date of this Annual Report, there are no arrangements known to the registrant the operation of which may at a subsequent date
result in a change in control of the registrant.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 Except
for the ownership of our securities, and except as set forth below, none of the directors, executive officers, holders of more than 5%
of our outstanding shares of common stock, or any member of the immediate family of any such person have, to our knowledge, had a material
interest, direct or indirect, in any transaction or proposed transaction which may materially affect our Company.

 Policy
for Approval of Related Party Transactions

 Our
Board of Directors is charged with reviewing and approving all potential related party transactions. All such related party transactions
must then be reported under applicable SEC rules. We have not adopted other procedures for review, or standards for approval, of such
transactions, but instead review them on a case-by-case basis.

due from a related party

due from a related party represented the prepaid service fee remitted to Guoxin Star Network Co., Ltd. by our VIE, King Eagle (Tianjin).
Guoxin Star Network Co. Ltd. was formerly our related party due to its being wholly owned by Guoxin Ruilian Group Co., Ltd, which also
owns Guoxin Zhengye, Guoxin Zhengye was the 8% shareholder of King Eagle (China) but transferred its entire ownership interest in King
Eagle (China) to KP (China) on August 26, 2022.

 On
March 31, 2021, King Eagle (Tianjin) entered into a Cooperation Agreement with a related party, Guoxin Star Network Co., Ltd, a wholly
owned subsidiary of Guoxin Rulian Group Co. Ltd. Under the Cooperation Agreement, King Eagle (Tianjin) is required to pay Guoxin Star
Network Co., Ltd. approximately $1.05 million (RMB 7.5 million) for the franchise of the operation of Smart Kiosks. Both parties are
entitled to exercise the Force Majeure Clause of the contract. As such, this prepaid service fee may or may not be recoverable. In April
2021, King Eagle (Tianjin) remitted $0.32 million (RMB2,250,000) to Guoxin Star Network Co., Ltd. The remaining obligation, approximately
$0.74 million (RMB5.3 million), is payable upon the completion of the construction of Smart Kiosks. As of September 30, 2023 and 2022,
the amount due from Guoxin Star Network Co., Ltd was $nil and $316,192, respectively. In the last quarter of fiscal year 2023, Guoxin
Star Network Co., Ltd. determined that it was unable to obtain the required permit for construction of the Smart Kiosks and both parties
agreed to abandon the project. King Eagle VIE believed that it was more likely than not that the prepaid service fee for the operation
of the Smart Kiosks was unrecoverable and, accordingly, a provision was recorded against the amount due from a related party in the consolidated statements
of operations and comprehensive loss for the year ended September 30, 2023.

due to related parties

 Amounts
due to related parties are payables arising from transactions between the Company and related parties, such as payments of operating
expenses by such related parties on behalf of our entities in the PRC and funding to meet working capital requirements. The payables
owed to the related parties are interest free, unsecured, and repayable on demand.

 Amounts
due to related parties consisted of the following:

 Name of related party

 Relationship

 Nature of transactions

 2023

 2022

 Mr. Chengyuan Li

 Operational support to King Eagle (Tianjin) to meet its working capital requirements

 $
 1,069,078

 $
 -

 Ms. Jinjing Zhang

 Operational support to King Eagle (Tianjin) to meet its working capital requirements

 2,331

 -

 Ms. Xiujin Wang

 Operational support to King Eagle (Tianjin) to meet its working capital requirement.

 246,711

 Total

 $

 $

 ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 The
following table shows the fees that were billed for audit and other services provided by J & S Associate, our independent auditor
for the fiscal years ended September 30, 2023 and 2022.

 Fiscal Year Ended

 2023

 2022

 Audit Fees (1)

 $
 66,000

 $
 62,000

 Audit-related Fees (2)

 -

 -

 Tax Fees (3)

 -

 -

 All Other Fees (4)

 -

 -

 Total

 $
 66,000

 $
 62,000

 (1)

 Audit
 Fees - This category includes the audit of our annual financial statements, review of financial statements included in our Quarterly
 Reports on Form 10-Q, and services that are normally provided by independent auditors in connection with statutory and regulatory
 filings or the engagement for fiscal years. This category also includes advice on audit and accounting matters that arose during,
 or as a result of, the audit or the review of interim financial statements.

 (2)

 Audit-Related
 Fees - This category consists of assurance and related services by our independent auditor that are reasonably related to the
 performance of the audit or review of our financial statements and are not reported above under "Audit Fees." The services
 for the fees disclosed under this category include consultation regarding our correspondence with the SEC.

 (3)

 Tax
 Fees - This category consists of professional services rendered by our independent auditors for tax compliance and tax advice.
 The services for the fees disclosed under this category include tax return preparation and technical tax advice.

 (4)

 All
 Other Fees - This category consists of fees for other miscellaneous items such as travel and out-of-pocket expenses.

 Pre-Approval
Policies and Procedures

 As
stated elsewhere in this Annual Report, we do not have an independent audit committee and our entire Board serves as the audit committee
for all purposes relating to communication with our auditors and responsibility for our audit. All engagements for audit services, audit-related
services, and tax services are approved in advance by our Board of Directors.

 All
audit and non-audit services that may be provided by our principal accountant to us require pre-approval by the Board of Directors. Further,
our auditor shall not provide those services to us specifically prohibited by the SEC, including bookkeeping or other services related
to the accounting records or financial statements of the audit client, financial information systems design and implementation, appraisal
or valuation services, fairness opinion, or contribution-in-kind reports, actuarial services, internal audit outsourcing services, management
functions, human resources, broker-dealer, investment adviser, or investment banking services, legal services and expert services unrelated
to the audit, and any other service that the Public Company Oversight Board determines, by regulation, is impermissible.

 Prior
to engaging our accountants to perform particular services, our Board of Directors obtains an estimate for the service to be performed.
All of the services described above were approved by the Board of Directors in accordance with its procedures.

 ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 The
following exhibits are filed as part of this Annual Report.

 Exhibit

 Number

 Description

 31.1*

 Certification of Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act

 31.2*

 Certification of Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act

 32.1*

 Certification of Chief Executive Officer Under Section 1350 as Adopted Pursuant Section 906 of the Sarbanes-Oxley Act

 32.2*

 Certification of Chief Financial Officer Under Section 1350 as Adopted Pursuant Section 906 of the Sarbanes-Oxley Act

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 *
Filed herewith

 SIGNATURES

to the requirements of section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

 Kun
 Peng International Ltd.

 (Registrant)

 Date:
 January 16, 2024

 By:

 /s/
 Zhuang Richun

 Zhuang
 Richun

 Chief
 Executive Officer (Principal Executive Officer) and Director

to the requirements of the Securities Exchange Act of 1934, this amended report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated:

 Signature

 Title

 Date

 /s/
 Yuanyuan Zhang

 Chief
 Financial Officer (Principal Financial Officer)

 January 16,
 2024

 Yuanyuan
 Zhang

 /s/
 Chengyuan Li

 January 16,
 2024

 Chengyuan
 Li

 /s/
 Lili Zhang

 January 16,
 2024

 Lili
 Zhang

 /s/
 Lingya Jia

 January 16,
 2024

 Lingya
 Jia

 KUN

 (FORMELY
CX NETWORK GROUP, INC.)

FINANCIAL STATEMENTS

 YEARS
ENDED SEPTEMBER 30, 2023 AND 2022

 AND

 REPORT
OF INDEPENDENT REGISTERED

 PUBLIC
ACCOUNTING FIRM

Financial Statements for the years ended September 30, 2023 and 2022

 Page

 Report of Independent Registered Public Accounting Firm

 Consolidated Balance Sheets

 Consolidated Statements of Operations and Comprehensive Loss

 Consolidated Statements of Changes in Stockholders' Deficit

 Consolidated Statements of Cash Flows

 Notes to Consolidated Financial Statements

 F- 1

 J&S ASSOCIATE PLT (F.K.A:
J&S ASSOCIATE)

 202206000037 (LLP0033395-LCA) & AF002380

 (Registered with US PCAOB and Malaysia MIA)

 B-11-14, Megan Avenue II,

 12 Jalan Yap Kwan Seng

 50450, Kuala Lumpur, Malaysia.

 Tel
: +603 - 4813 9469

 Email
: info@jns-associate.com

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 The
Board of Director and Stockholder of

 KUN

 (Formerly
CX Network Group, Inc.)

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Kun Peng International Ltd. and its subsidiaries (collectively, the "Company")
as of September 30, 2022 and 2023, and the related consolidated statements of operations and comprehensive loss, changes in stockholders'
deficit and cash flows for each of the years ended September 30, 2023 and 2022, and the related notes (collectively referred to as the
"financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial
position of the Company as of September 30, 2023 and 2022, and the results of its operations and its cash flows for the years ended September
30, 2023 and 2022 are in conformity with accounting principles generally accepted in the United States of America.

 Substantial
Doubt about the Company's Ability to Continue as a Going Concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
2 to the financial statements, the Company suffered from an accumulated deficit of $5,523,743 as of September 30, 2023. This factor creates
uncertainty as to the Company's ability to continue as a going concern. Management's plans in regard to this matter are also
described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial 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
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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

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

 F- 2

 Critical
Audit Matters

 Critical
audit matters are matters arising from the current year audit of the financial statements that were communicated or are required to be
communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements, and
(2) involved especially challenging, subjective, or complex judgements.

 The
communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole,
and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the
accounts or disclosures to which they relate.

Recognition - Principal versus Agent Considerations

 As
described in Note 2 to the consolidated financial statements, management follows the guidance provided in ASC 606, Revenue from Contracts
with Customers, for determining whether the Company is the principal or an agent in arrangements with customers that involve another
party that contributes to providing the goods to a customer.

 The
Company recognizes revenue from the sale of goods on a gross basis (as a principal) as the Company is primarily responsible for the inventory
risk, fulfilment of the sale, controls the delivery of the promised goods, and has full discretion in establishing prices.

 Our
key considerations for the determination of revenue recognition - principal versus agent considerations as a critical audit matter were
due to the high degree of judgement involved in the assessment of who is responsible for the inventory risk, fulfilment of the sale and
the delivery of the promised goods to the customer, and whether the Company had full discretion in establishing the prices of the goods.
These were assessed by, among other procedures:

 1.
 Assess
 and evaluate the Company's revenue recognition policies and procedures including the
 adoption and application of ASC 606;

 2.
 Evaluate
 the inventory risk before the specified goods or after transfer of control to customers and
 assess the Company responsibilities on return or refunds;

 3.
 Assessing
 the responsibilities of the Company in fulfilling the promise to provide the specific goods
 to customers by conducting an interview with sales personnel who market the Company's
 products;

 4.
 Assessing
 the responsibilities of the Company on the delivery of the promised goods to customers through
 a review of suppliers' contracts and discussion with key personnel;

 5.
 Obtaining
 an understanding of the managerial process involved in establishing the selling price through
 a review of the authorization and approval procedures for price fixing and engaging in discussions
 with the management team.

 6.
 Ensure
 consistency of evidence obtained across other areas of the audit;

 7.
 Assess
 the adequacy of the Company's disclosures related to revenue recognition under ASC 606.

 /s/
 J&S Associate PLT

 (F.K.A: J&S Associate)

 Certified Public Accountants

 PCAOB Number: 6743

 January 16, 2024

 Malaysia

 We
have served as the Company's auditor since 2021.

 F- 3

 KUN

BALANCE SHEET

 Note

 2023

 2022

 Current assets

 Cash and cash equivalents

 $
 457,580

 $

 Advance and prepayments

 74,044

 268,306

 Other receivables

 23,060

 65,850

 -

 Amount due from a related party

 -

 Other receivables

 -

 Total current assets

 661,947

 917,479

 Noncurrent assets

 Property, plant and equipment, net

 72,552

 134,023

 Intangible assets, net

 2,806

 2,082

 Security deposits

 41,999

 43,062

 Right-of-use assets

 479,427

 675,655

 Others

 3,245

 8,317

 Total noncurrent assets

 600,029

 863,139

 $

 $

 Liabilities

 Current liabilities

 Trade and other payables

 2,151,900

 1,538,741

 Deferred revenue

 2,960,357

 Payroll payable

 63,653

 53,890

 Tax payable

 184,357

 47,330

 Amounts due to related parties

 Operating lease obligations, current portion

 318,422

 304,753

 6,185,690

 5,172,077

 Noncurrent liabilities

 Operating lease obligations, net of current portion

 6,281,597

 5,436,201

 Commitment and contingencies

 -

 -

 Preferred stock, $ 0.0001 par value, 10,000,000 shares authorized; no shares issued and outstanding as of September 30, 2023 and 2022

 -

 -

 Common stock, $ 0.0001
 par value, 1,000,000,000 shares
 authorized; 400,000,000 shares issued
 and outstanding as of September 30, 2023 and 2022 *

 Additional paid-in capital

 597,801

 ( 40,000
)

 Accumulated deficits

 ( 5,803,162
)

 ( 3,653,996
)

 Accumulated other comprehensive income

 426,741

 279,367

 Total stockholders' equity

 ( 4,738,620
)

 ( 3,374,629
)

 ( 281,001
)

 ( 280,954
)

 ( 5,019,621
)

 ( 3,655,583
)

 $

 $

 *

 Outstanding and
issued shares retrospectively reflected the forward stock split 10:1 effected on October 18, 2022

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

 F- 4

 KUN

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

 Note

 2023

 2022

 Years ended September 30

 Note

 2023

 2022

 Revenue, net

 $

 $

 Cost of revenue

 ( 433,221
)

 ( 1,195,624
)

 3,484,114

 6,314,435

 Operating expenses

 General and administrative expenses

 2,416,372

 1,680,560

 Selling expense

 3,316,631

 6,641,485

 5,733,003

 8,322,045

 ( 2,248,889
)

 ( 2,007,610
)

 Other income:

 Interest income

 1,009

 1,836

 Other income

 98,667

 32,933

 Total other income, net

 99,676

)

)

 -

 -

)

)

 Less: Net loss attributable to non-controlling interest

 ( 47
)

 ( 139,950
)

 Net loss attributable to Kun Peng International Ltd

 ( 2,149,166
)

 ( 1,832,891
)

 Foreign currency translation adjustment

 147,374

 335,412

 Comprehensive loss

 ( 2,001,839
)

 ( 1,637,429
)

 Less: Comprehensive loss attributable to non-controlling interest

 ( 47
)

 ( 115,921
)

 Comprehensive loss attributable to Kun Peng International Ltd

 $
 ( 2,001,792
)

 $
 ( 1,521,508
)

 Net loss per share attributable to common stockholders

 Basic and diluted *

 $
 ( 0.005
)

 $
 ( 0.005
)

 Weighted average shares used to compute net loss per share attributable to common stockholders*

 *

 Outstanding and
issued shares retrospectively reflected the forward stock split 10:1 effected on October 18, 2022

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

 F- 5

 KUN

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

 For
the Years Ended September 30, 2023, and 2022

 Shares

 capital

 deficits

 income

 interest

 Common stock

 Additional
 paid-in

 Accumulated

 Accumulated
 other
 comprehensive

 Total
 stockholders'

 Non-
 controlling

 Total

 Shares

 capital

 deficits

 income

 interest

 Balance, September 30, 2022

 $

 $
 ( 40,000
)

 $
 ( 3,653,996
)

 $
 279,367

 $
 ( 3,374,629
)

 $
 ( 280,954
)

 $
 ( 3,655,583
)

 Capital contribution

 -

 -

 637,801

 -

 -

 637,801

 -

 637,801

 Net loss attributable to common stockholders

 -

 -

 -

 ( 2,149,166
)

 -

 ( 2,149,166
)

 -

 ( 2,149,166
)

 Net loss attributable to noncontrolling interest

 -

 -

 -

 -

 -

 -

 ( 47
)

 ( 47
)

 Foreign currency translation adjustment

 -

 -

 -

 -

 147,374

 147,374

 -

 147,374

 Balance, September 30, 2023

 $

 $
 597,801

 $
 ( 5,803,162
)

 $
 426,741

 $
 ( 4,738,620
)

 $
 ( 281,001
)

 $
 ( 5,019,621
)

 Common stock

 Additional
 paid-in

 Accumulated

 Accumulated
 other
 comprehensive

 Total
 stockholders'

 Non-
 Controlling

 Total

 Shares

 capital

 Deficits

 loss

 Interest

 Balance, September 30, 2021 *

 $

 $
 ( 40,000
)

 $
 ( 1,821,105
)

 $
 ( 32,016
)

 $
 ( 1,853,121
)

 $
 ( 165,033
)

 $
 ( 2,018,154
)

 Net loss attributable to common stockholders

 -

 -

 -

 ( 1,832,891
)

 -

 ( 1,832,891
)

 -

 ( 1,832,891
)

 Net loss attributable to noncontrolling interest

 -

 -

 -

 -

 -

 -

 ( 139,950
)

 ( 139,950
)

 Foreign currency translation adjustment

 -

 -

 -

 -

 311,383

 311,383

 24,029

 335,412

 Balance, September 30, 2022

 $

 $
 ( 40,000
)

 $
 ( 3,653,996
)

 $
 279,367

 $
 ( 3,374,629
)

 $
 ( 280,954
)

 $
 ( 3,655,583
)

 *

 Outstanding and
issued shares retrospectively reflected the forward stock split 10:1 effected on October 18, 2022

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

 F- 6

 KUN

STATEMENTS OF CASH FLOWS

 2023

 2022

 2023

 2022

 Cash flows from operating activities

 $
)

 $
)

 Adjustments to reconcile net loss to net cash (used in) provided by operating activities

 Depreciation and amortization

 60,528

 55,932

 Amortization of right-of-use assets

 326,255

 386,152

 Impairment of an amount due from a related party

 318,999

 -

 Loss on disposal of property and equipment

 -

 3,752

 Changes in operating assets and liabilities

 Advance and prepayments

 199,130

 32,770

 Other receivables

 42,582

 50,351

 Security deposits

 -

 ( 46,802
)

 ( 110,954
)

 Trade and other payables

 671,836

 257,078

 Deferred revenue

 ( 763,453
)

 142,789

 Payroll payable

 11,474

 ( 45,723
)

 Amount due to a related party

 1,094,095

 251,175

 Tax payable

 142,950

 ( 206,303
)

 Lease liabilities

 ( 271,259
)

 ( 500,460
)

 Net cash used in operating activities

 ( 427,030
)

 ( 1,592,130
)

 Cash flows from investing activities

 Purchase of property and equipment

 -

 ( 139,155
)

 Acquisition of intangible assets

 ( 606
)

 -

 ( 606
)

 ( 139,155
)

 Cash flows from financing activities:

 Capital contribution

 -

 -

 Effect of exchange rate changes on cash

 ( 26,718
)

 ( 61,269
)

 Net increase in cash and cash equivalents

 190,449

 ( 1,792,554
)

 Cash and cash equivalents, beginning balance

 2,059,685

 Cash and cash equivalents, ending balance

 $
 457,580

 $

 Supplementary cash flows information:

 Cash paid for interest

 $
 -

 $
 -

 Cash paid for income tax

 $
 -

 $
 -

 Supplemental disclosures of noncash transactions

 Right-of-use assets acquired with operating lease obligation

 $
 113,012

 $
 750,486

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

 F- 7

 KUN

 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

 September
30, 2023, and 2022

 NOTE
1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

 Kun
Peng International Limited ("the Company," "KPIL," "KPEA," "we," "us," "our"),
a Nevada corporation (formerly known as CX Network Group, Inc.), through its subsidiaries and VIE, is currently engaged in the sale of
health care and health-related household products through its online platforms, King Eagle Mall and Kun Zhi Jian.

OF COMPANY INFORMATION AND ORGANIZATIONAL ACTIVITIES

 Name

 Background

 Ownership

 capital / Authorized shares

 Principal
 activities

 Kun
 Peng International Limited

 A U.S. company

 Incorporated on June 28, 2017

 Authorized
 shares:

 Common stock: 1,000,000,000 with par value $ 0.0001 per share

 400,000,000 shares issued and outstanding as of June 30, 2023

 Preferred
 stock:

 10,000,000 with par value $ 0.0001 per share

 no shares issued and outstanding as of June 30, 2023

 Investment
 holding

 Kun
 Peng International Holding Limited

 A BVI company

 Incorporated on April 20, 2021

 100 %
 owned by Kun Peng International Limited

 Paid
 capital: 400 ordinary shares at par value of $ 0.01 per share

 Investment
 holding

 Kunpeng
 (China) Industrial Development Company Limited

 A Hong Kong company

 Incorporated on August 11, 2017

 Approvals
 for deregistration from Hong Kong Inland Revenue Department and Hong Kong Company Registry are pending

 100 %
 owned by Kun Peng International Holding Limited

 Paid
 share capital: 10,000 ordinary shares at $ 1,292 (HKD 10,000)

 Investment
 holding

 Kun
 Peng (Hong Kong) Industrial Development Limited

 A Hong Kong company

 Incorporated on June 21, 2021

 100 %
 owned by Kun Peng International Holding Limited

 Paid
 share capital:

 ordinary share at $ 0.13 (HK$ 1)

 Investment
 holding

 Kun
 Peng Tian Yu Health Technology (Tianjin) Co., Ltd.

 a limited liability company incorporated in the People's Republic of China and a wholly
 foreign owned enterprise ("WFOE") since March 3, 2023

 Incorporated on August 10, 2021

 100 %
 owned by Kun Peng (Hong Kong) Industrial Development Limited

 capital of RMB 5 million (US$ 0.7 million)

 Exploring
 future business opportunities

 King
 Eagle (China) Co., Ltd

 a wholly foreign owned enterprise ("WFOE") until March 3, 2023 and a limited
 liability company incorporated in the People's Republic of China

 Incorporated on March 20, 2019

 Wholly
 owned by Kun Peng (China) Industrial Development Company Limited until March 3, 2023

 Starting
 March 3, 2023,

 49 %
 owned by Kun Peng (Hong Kong) Industrial Development Limited and 51 % owned by Kun Peng Tian Yu

 capital: approximately $ 15 million (RMB 100 million)

 Providing
 technical and management support to King Eagle VIE

 King
 Eagle (Tianjin) Technology Co., Ltd.

 a limited liability company incorporated in the People's Republic of China

 Incorporated on September 2, 2020

 Became a variable interest entity (VIE) of King Eagle (China) Co., Ltd on May 15, 2021

 Owned
 by multiple individuals:

 Chengyuan
 Li (approximately 45.5 %), Xiujin Wang (approximately 10.5 %), Yuanyuan Zhang (approximately 10 %), Jinjing Zhang, Wanfeng Hu, Cuilian
 Liu, and Zhizhong Wang (each of whom owns approximately 6 %), Zhandong Fan and Hui Teng (each of whom owns approximately 5 %)

 capital of approximately $ 1.5 million (RMB 10 million)

 Paid-in
 capital approximately $ 0.2 million (RMB 1.4 million)

 Operating
 King Eagle Mall

 King
 Eagle (Beijing) Technology Co., Ltd

 a limited liability company incorporated in the People's Republic of China

 Incorporated on December 1, 2022

 100 %
 owned by King Eagle (Tianjin) Technology Co., Ltd.

 capital of $ 0.7 million (RMB 5 million)

 Paid-in
 capital approximately $ 0.7 million (RMB 5 million)

 Commenced
 operations in January 2023; operates the new online platform, Kun Zhi Jian

 King
 Eagle (Huai'an) Health Management Co., Ltd.

 a limited liability company incorporated in the People's Republic of China

 Incorporated on September 19, 2023

 95 %
 owned by King Eagle (Tianjin) Technology Co., Ltd.

 capital of $ 0.7 million (RMB 5 million)

 Paid-in
 capital approximately $ 10 K (RMB 70,000)

 Commenced
 its operation on September 22, 2023.

 Kun
 Zhi Jian (Huai'an) Technology Co., Ltd.

 a limited liability company incorporated in the People's Republic of China

 Incorporated on October 26, 2023

 100 %
 owned by King Eagle (Tianjin) Technology Co., Ltd.

 capital of $ 0.1 million (RMB 1 million)

 Commenced operations in November 2023

 F- 8

 Authorized
Shares and Name Change

as of September 9, 2021, the Company's Articles of Incorporation were amended to change the name of the Company from CX Network
Group, Inc. to Kun Peng International Limited. ("KPIL") and to increase the Company's authorized capital to 210,000,000
authorized shares of Capital Stock with 200,000,000 designated as $ 0.0001 par value Common Stock, and 10,000,000 designated as $ 0.0001
par value Preferred Stock.

October 12, 2022, we increased our authorized common stock from 200,000,000 shares, par value $ 0.0001, to 1,000,000,000 shares, par value
$ 0.0001, and on October 18, 2022, we effected a 10:1 forward stock split after which we have 400,000,000 shares of common stock issued
and outstanding.

 On
November 8, 2022, the Company changed its name from CX Network Group, Inc. to Kun Peng International Ltd. and its trading symbol was
changed to "KPEA."

 On
November 11, 2022, the Company received an electronic notice that OTC Markets had approved its application for uplisting from OTC Pink
to the OTCQB Venture Market (OTCQB). The Company's securities commenced trading on the OTCQB at the market open on November 14,
2022. The Company's shares trade on the OTCQB under the current ticker symbol, "KPEA."

 Kun
Peng International Holding Limited

 Kun
Peng International Holding was incorporated in the British Virgin Islands on April 20, 2021. On May 3, 2021, KP International Holding
purchased all of the issued and outstanding equity securities of Kun Peng (China) Industrial Development Company Limited ("KP (China)"),
which was incorporated in Hong Kong on August 11, 2017, at a cash consideration of $ 0.129 (HK$ 1). After the ownership transfer, KP International
Holding became the sole shareholder of KP (China). KP International Holding is a holding company.

 Kun
Peng (China) Industrial Development Company Limited

 Kun
Peng (China) Industrial Development Company Limited ("KP China") was incorporated as a limited liability company in Hong
Kong under the name of Jing Jin Ji Investment Group Co., Limited ("Jing Jin Ji") on August 11, 2017. The share capital of
KP (China) is 10,000 ordinary shares at $ 1,292 (HKD 10,000) and was wholly owned by an individual. On November 9, 2018, Jing Jin Ji changed
its name to "Kun Peng (China) Industrial Development Company Limited" and filed a Certificate of Change of Name with the
Hong Kong Company Registry on the same day. Although it was incorporated in 2017, it did not commence operations until July 2020 as it
focused on exploring business opportunities in its initial phase and developing our online mobile application, King Eagle Mall, through
its subsidiary, King Eagle (China) Co., Ltd. It became a wholly owned subsidiary of KP International Holding on May 3, 2021.

 On
August 24, 2023, we filed an application with the Companies Registry of Hong Kong for deregistration and dissolution of KP (China). We
expect that the company will be dissolved by the end of January 2024.

 Kun
Peng (Hong Kong) Industrial Development Limited

 Kun
Peng (Hong Kong) Industrial Development Limited ("KP (Hong Kong)") was incorporated as a limited liability company in Hong
Kong on June 21, 2021. It is a holding company and is wholly owned by Kun Peng International Holding Limited. The share capital of this
entity upon formation is $ 0.13 (HK$ 1).

 King
Eagle (China) Co., Ltd.

 King
Eagle (China) Co., Ltd. ("King Eagle (China)") was incorporated as a limited liability company in Beijing Economic Technological
Development Zone in the People's Republic of China ("the PRC") on March 20, 2019 with a registered capital of approximately
$ 15 million (RMB 100 million). King Eagle (China) was a wholly owned subsidiary of KP (China) at the time of establishment. KP (China)
transferred its approximately $ 2.2 million (RMB 15 million), or 15 %, to Guoxin Ruilian Group Co., Ltd., a limited liability company incorporated
in Beijing, the PRC, on November 2, 2020.

 On
March 26, 2021, Guoxin Ruilian Group Co., Ltd entered into equity transfer agreements with KP (China) and Guoxin Zhengye. Both Guoxin
Ruilian Group Co., Ltd and Guoxin Zhengye are wholly owned by a common shareholder, Guoxin United Holdings Group Co., Ltd. Under the
agreements, Guoxin Ruilian Group Co., Ltd agreed to transfer its 8 % of its ownership in King Eagle (China) to Guoxin Zhengye and the
remaining 7 % ownership in King Eagle (China) to KP (China) on April 20, 2021. After the transfer, KP (China) and Guoxin Zhengye became
the 92 % and 8 % shareholders of King Eagle (China), respectively. Guoxin Zhengye agreed to transfer its 8 % ownership interest in King
Eagle (China) to KP (China) on August 26, 2022. As a result of the transfer, KP (China) is the sole shareholder of King Eagle (China).

 On
November 1, 2022, KP (China) entered into ownership transfer agreements with Kun Peng (Hong Kong) Industrial Development Limited and
Kun Peng Tian Yu Health Technology Co., Ltd. The agreements provided that KP (China) would transfer 49 % and 51 % of its ownership in King
Eagle (China) to Kun Peng (Hong Kong) Industrial Development Limited and Kun Peng Tian Yu Health Technology Co., Ltd., respectively.
The ownership transfer was completed on March 3, 2023. King Eagle (China) is no longer a WFOE after the ownership transfer.

 F- 9

 Some
of the business engaged in by King Eagle (Tianjin) is restricted or prohibited for foreign investment under PRC regulations. As such,
King Eagle (China) has entered into the VIE Agreements with King Eagle (Tianjin) and their shareholders. We do not own any equity interests
in King Eagle (Tianjin), but control and receive the economic benefits of their respective business operations through the VIE Agreements.
The VIE Agreements enable us to provide King Eagle (Tianjin) with consulting services on an exclusive basis, in exchange for all of its
annual profits, if any. In addition, we are able to appoint its senior executives and approve all matters requiring approval of its shareholders.
The VIE Agreements are comprised of a Consulting Service Agreement, Business Operation Agreement, Proxy Agreement, Equity Disposal Agreement,
and Equity Pledge Agreement.

 Under
current Chinese laws and regulations, the Company believes that the VIE Agreements are not subject to any government approval. The shareholders
of King Eagle (Tianjin) were required to register with SAFE when they established offshore vehicles to hold KP International, and such
SAFE registration was effected on May 14, 2021. These shareholders of King Eagle (Tianjin) will have to register their equity pledge
arrangement as required under the Equity Pledge Agreement with King Eagle (China). The binding rights over the VIE's subsidiaries in the contractual arrangements between King Eagle (China) and
King Eagle (Tianjin) are implicit and indirect and the company laws and regulations in the PRC governing the business operations of the
VIE's subsidiaries are uncertain. The Company faces uncertainty with respect to future
actions by the PRC government that could significantly affect King Eagle (Tianjin)'s financial performance and the enforceability
of the VIE Agreements.

 King
Eagle (Tianjin) Technology Co., Ltd.

 King
Eagle (Tianjin) Technology Co., Ltd. ("King Eagle (Tianjin)") was incorporated as a limited liability company in Tianjin
Pilot Free Trade Zone in the People's Republic of China on September 2, 2020, with a registered capital of approximately $ 1.5 million
(RMB 10 million). We do not own any of the equity of King Eagle (Tianjin). It is owned by multiple individuals: Chengyuan Li (approximately
 45.5 %), Xiujin Wang (approximately 10.5 %), Yuanyuan Zhang (approximately 10 %), Jinjing Zhang, Wanfeng Hu, Cuilian Liu, and Zhizhong Wang
(each of whom owns approximately 6 %), and Zhandong Fan and Hui Teng (each of whom owns approximately 5 %). Those shareholders also indirectly
owned KP International Holding prior to its acquisition by the Company through two British Virgin Islands entities: Kunpeng Tech Limited
and Kunpeng TJ Limited. Additionally, Chengyuan Li is a director and Yuanyuan Zhang is Chief Financial Officer of the Company.

 Some
of the business engaged in by King Eagle (Tianjin) is restricted or prohibited for foreign investment under PRC regulations. Therefore,
King Eagle (China) has entered into VIE Agreements with King Eagle (Tianjin) and its shareholders. We do not own any equity interests
in King Eagle (Tianjin), but control and receive the economic benefits of its business operations through the VIE Agreements. The VIE
Agreements enable us to provide King Eagle (Tianjin) with consulting services on an exclusive basis in exchange for all of its annual
profits, if any. In addition, we are able to appoint its senior executives and approve all matters requiring approval of its shareholders.
The VIE Agreements are comprised of a Consulting Service Agreement, Business Operation Agreement, Proxy Agreement, Equity Disposal Agreement,
and Equity Pledge Agreement.

 Under
current Chinese laws and regulations, the Company believes that the VIE Agreements are not subject to any government approval. The shareholders
of King Eagle (Tianjin) were required to register with SAFE when they established offshore vehicles to hold KP International; such SAFE
registration was effected on May 14, 2021. These shareholders of King Eagle (Tianjin) were required to register their equity pledge arrangement
as required under the Equity Pledge Agreement with King Eagle (China). The binding rights over the VIE's subsidiaries in the contractual arrangements between King Eagle (China) and
King Eagle (Tianjin) are implicit and indirect and the company laws and regulations in the PRC governing the business operations of the
VIE's subsidiaries are uncertain. The Company faces uncertainty with respect to future actions by
the PRC government that could significantly affect King Eagle (Tianjin)'s financial performance and the enforceability of the VIE
Agreements.

 Kun
Peng Tian Yu Health Technology (Tianjin) Co., Ltd.

 Kun
Peng Tian Yu Health Technology Co., Ltd. ("KP Tian Yu") was incorporated as a limited liability company in Tianjin Pilot
Free Trade Zone in the People's Republic of China on August 10, 2021 with a registered capital of RMB 5 million (US$ 0.7 million).
It's wholly owned by KP (Hong Kong). On November 1, 2022, KP (China) entered into ownership transfer agreements with Kun Peng (Hong
Kong) Industrial Development Limited and Kun Peng Tian Yu Health Technology Co., Ltd. The agreements provided that KP (China) would transfer
 49 % and 51 % of its ownership in King Eagle (China) to Kun Peng (Hong Kong) Industrial Development Limited and Kun Peng Tian Yu Health
Technology Co., Ltd., respectively. The ownership transfer was completed on March 3, 2023. ("KP Tian Yu") became a WFOE beginning
March 3, 2023.

 King
Eagle (Beijing) Technology Co., Ltd

 King
Eagle (Beijing) Technology Co., Ltd ("King Eagle (Beijing)") was incorporated as a limited liability company in Beijing in
the People's Republic of China on December 1, 2022 with a registered capital of RMB 5 million (US$ 0.7 million). It is wholly owned
by King Eagle (Tianjin). King Eagle (Beijing) commenced its operation of the new online platform called "Kun Zhi Jian" in
January 2023. This platform became one of the components in Kun Zhi Jian Mini Program in November 2023. Since then, King Eagle (Beijing)
focuses on wholesaling of health care related products and dietary supplements.

 King
Eagle (Huai'an) Health Management Co., Ltd.

 King
Eagle (Huai'an) Health Management Co., Ltd. ("King Eagle (Huai'an)") was established on September 19, 2023 under
the laws of the People's Republic of China. with a registered capital of approximately $ 0.69 million (RMB 5 million). It is owned
 95 % by King Eagle VIE and 5 % by Hunan Ant Doctor Health Service Co., Ltd. This entity became fully operational in October 2023 and focuses
on coordinating with local health care service providers to offer health screening and monitoring to the Company's customers and
members.

 Kun
Zhi Jian (Huai'an) Technology Co., Ltd.

 Kun
Zhi Jian (Huai'an) Technology Co., Ltd. ("Kun Zhi Jian (Huai'an)") was established on October 26, 2023
under the laws of the People's Republic of China. with a registered capital of approximately $ 0.14 million (RMB 1 million). The
entity is located in Jiangsu province, PRC. It is a wholly-owned subsidiary of King Eagle VIE. This entity commenced its operations in
November 2023 and primarily focuses on marketing and selling physiotherapy equipment products.

 NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis
of Presentation

 The
consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States
of America. This basis of accounting involves the application of accrual accounting and consequently, revenues and gains are recognized
when earned, and expenses and losses are recognized when incurred. The consolidated financial statements are expressed in U.S. dollars.

 F- 10

 Principles
of Consolidation

 The
consolidated financial statements include the financial statements of the Company, its subsidiaries and variable interest entity ("VIE").
All significant intercompany transactions and balances within the Company have been eliminated upon consolidation.

 Use
of Estimates and Assumptions

 The
preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make
estimate and assumptions that impact the presented amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the presented amounts of revenues and expenses during the period. Actual results may differ
from those estimates. Significant estimates during the year ended September 30, 2023 and 2022 include the collectability of receivables,
the useful lives of long-lived assets and intangibles, assumptions used in assessing impairment of long-lived assets, valuation of accruals
for expenses and tax due.

 Going
Concern

 The
accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the
United States of America which contemplate continuation of the Company as a going concern. The going-concern basis assures that assets
are realized and liabilities are extinguished in the ordinary course of business at amounts disclosed on the financial statements. The
Company's ability to continue as a going concern depends on the liquidation of its current assets and business developments. In
assessing the Company's liquidity, the Company monitors and analyzes its cash and cash equivalents and its operating and capital
expenditure commitments. The Company's liquidity needs are to meet its working capital requirements, operating expenses, and capital
expenditure obligations. For the year ended September 30, 2023, the Company incurred cash outflows from operating activities of $ 427,030,
the Company incurred a net loss of $ 2,149,213, and the Company had negative working capital of $ 5,523,743. Moreover, on September 1,
2023, the construction projects of smart kiosk was cancelled. Although the number of cases of COVID-19 had steadily decreased in the
PRC, respiratory illness during the winter time in 2023 surged which may cause a restriction of travel of our employees, customers and
service agents. These conditions raise substantial doubt about the ability of the Company to continue as a going concern.

 The
Company continues to monitor its operations to help refine its financial liquidity. Options under consideration in the review process
include, but are not limited to, increase of sales through the Company's online business, reduction of overhead costs, fund advance
from the Company's stockholders and directors, or financing through the issuance of shares. The Company has been focusing on increasing
its revenue through its online platform and slimming its overhead costs. For example, it reduced lease payments and decreased office
supplies expense. Additionally, the Company obtained capital funding approximately $ 0.6 million from our shareholders to meet the working
capital requirement of our operation. In order to continue as a going concern for the next 12 months, the Company focus on promoting
and selling its own brand preventive health care products to wholesalers through Kun Zhi Jian, an online platform, launched in October
2022, streamlining its overhead costs, or obtaining financing or capital funding from its stockholders or directors. In November 2023, the Company launched Kun Zhi Jian Mini Program. The Company leveraged the health care expertise and technology with
the local health care service providers, offered health screening and monitoring at Kun Zhi Jian customer service center and promoted
health care supplements and products to its customers and members. However, the Company cannot provide any assurance that it will be
able to increase revenue, that it will be able to successfully implement its business plan, or that financing will be available to it
on commercially acceptable terms, if at all. The financial statements do not include any adjustments to reflect the possible future effects
on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company
be unable to continue as a going concern. The directors will continue to support the group by providing adequate financial assistance
to enable the group to continue its business operations for the foreseeable future.

 COVID-19
Outbreak

 Businesses
and markets in mainland China have reopened and mainland China relaxed its policies and controls relating to COVID-19 in early December
2022. In addition, in July 2023, the PRC government fully opened its border to foreigners without requirements of quarantine or application
for a health code upon arrival in the PRC. Although respiratory illness especially among children surged in China and some parts of the
world in November 2023, this is a treatable disease and is containable according to the medical experts in China.

 The
Company continues to focus its business on its online platform, King Eagle Mall, and to promote its own brand of consumer health
care and health related household products on its new online platform, Kun Zhi Jian, which was introduced and implemented in October
2022 to mitigate the adverse impacts of COVID-19. The Company also launched the Kun Zhi Jian Mini Program in November 2023 to expand
its customer services and preventive health care products. The Company believes that such Mini
Program helped increase the consciousness of preventive health care of the local citizens in the PRC.

 We
do not expect that the virus and the respiratory illness will have a material adverse effect on our business or financial results at
this time. However, it is not possible to predict the unanticipated consequence of the recurring pandemic on our future business performance
and liquidity. The Company continues to monitor and assess the evolving situation closely and evaluate its potential exposure.

.

 Earnings
(loss) Per Share

 Basic
income (loss) per share is computed by dividing net income (loss) attributable to the holders of ordinary shares by the weighted average
number of ordinary shares outstanding during the year. Diluted income (loss) per share is calculated by dividing net income (loss) attributable
to the holders of ordinary shares as adjusted for the effect of dilutive ordinary share equivalents, if any, by the weighted average
number of ordinary shares and dilutive ordinary share equivalents outstanding during the period. However, ordinary share equivalents
are not included in the denominator of the diluted earnings per share calculation when inclusion of such shares would be anti-dilutive,
such as in a period in which a net loss is recorded.

Currency Translation

 The
reporting currency of the Company is the U.S. Dollar. Our entity in British Virgin Islands use U.S. dollar. Our entities in the PRC and
Hong Kong use the local currencies, Renminbi (RMB) and Hong Kong Dollar (HKD), as its functional currencies as determined based on the
criteria of ASC 830, "Foreign Currency Translation". Assets and liabilities are translated at the unified exchange rate as
quoted by www.xe.com at the end of the period. Income and expense accounts are translated at the average translation rates and the equity
accounts are translated at historical rates. Translation adjustments resulting from this process are included in accumulated other comprehensive
income in the statement of equity. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated
in a currency other than the functional currency are included in the results of operations as incurred. Translation adjustments included
in accumulated other comprehensive gain amounted to $ 426,741 and $ 279,367 for the years ended September 30, 2023 and 2022, respectively.

 F- 11

 Below
is a table with foreign exchange rates used for translation:

 SCHEDULE OF FOREIGN EXCHANGE RATES

 For the year ended September 30, 2023
 (Average Rate)

 Hong
 Kong Dollar
 (HKD)

 Chinese
 Renminbi
 (RMB)

 7.8310

 7.0553

 As of September 30, 2023 (Closing Rate)

 7.8308

 7.2960

 For the year ended September 30, 2022
 (Average Rate)

 Hong
 Kong Dollar
 (HKD)

 Chinese
 Renminbi
 (RMB)

 7.8221

 6.5473

 As of September 30, 2022 (Closing Rate)

 7.8500

 7.1159

 Cash
and Cash Equivalents

 Cash
and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions
and a certain amount of cash kept in electronic wallets, "e-wallets".

 We
consider all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. We maintain
accounts with various financial institutions in the PRC, and also e-wallets. As of September 30, 2023 and 2022, cash balances held in
PRC banks are uninsured. Monies that are held in e-wallets are deemed equivalent to cash, they are highly liquid, and are relatively
unsafe compared to cash in banks. We have not experienced any losses in bank accounts or e-wallets and believe that we are not exposed to significant risks with respect to our cash in bank accounts and we are exposed to low risk with respect to our cash
kept in e-wallets.

consists of finished goods, which include beverages, distilled water dispensers, water filters and bathroom accessories. Inventory is
measured at the lower of cost or net realizable value on a first-in, first-out basis. When evidence exists that the net realizable value
of inventory is lower than its cost, provisions shall be made to write inventory down and a loss shall be recognized in earnings in the
period in which it occurs. That loss may be required, for example, due to damage, physical deterioration, obsolescence, changes in price
levels, or other reasons. As of September 30, 2023, there was an amount of $ 65,612 located at third-party warehouses.

Instrument

 The
carrying amounts reported in the balance sheet for cash, other receivables, accrued liabilities and other payables approximate fair value
because of the immediate or short-term maturities of these financial instruments.

and Equipment

and equipment are stated at cost less accumulated depreciation and impairment losses. Gains and losses on dispositions of property and
equipment are included in operating income (loss). Major additions, renewals and improvements are capitalized, while maintenance and
repairs are recognized as expense as incurred.

 Depreciation
is provided over the estimated useful life of each class of depreciable assets and is computed using the straight-line method over the
useful lives of the assets are as follows:

 SCHEDULE OF PROPERTY PLANT AND EQUIPMENT USEFUL LIVES

 Estimated

 useful
 life

 Leasehold
 improvements

 years

 Office
 equipment

 years

 Computer
 equipment

 years

 Computer
 software

 years

 F- 12

assets represent the licensing cost for the trademark registration. For intangible assets with indefinite lives, the Company evaluates
intangible assets for impairment at least annually and more often whenever events or changes in circumstances indicate that the carrying
value may not be recoverable. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the
carrying value exceeds the fair value. For intangible assets with definite lives, they are amortized over estimated useful lives, and
are reviewed annually for impairment. The Company has not recorded impairment of intangible assets as of September 30, 2023 and 2022.

 Impairment
of Long-lived Assets

 Long-lived
assets, including buildings and intangible assets with finite lives are reviewed for impairment whenever events or changes in circumstances
(such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying
value of an asset may not be recoverable. We assess the recoverability of the assets based on the undiscounted future cash flows the
assets are expected to generate and recognize an impairment loss when estimated discounted future cash flows expected to result from
the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset.
When we identify an impairment, we reduce the carrying amount of the asset to the estimated fair value based on a discounted cash flows
approach or, when available and appropriate, to comparable market values. As of September 30, 2023 and 2022, management determined that
there was no impairment.

 Fair
Value Measurements

 The
Company applies the provisions of ASC Subtopic 820-10, "Fair Value Measurements," for fair value measurements of financial
assets and financial liabilities and for fair value measurements of non-financial items that are recognized or disclosed at fair value
in the financial statements. ASC 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements.

 Fair
value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted
to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers
assumptions that market participants would use when pricing the asset or liability.

 ASC
820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable
inputs when measuring fair value. ASC 820 establishes three levels of inputs that may be used to measure fair value. The hierarchy gives
the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the
lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value
hierarchy are as follows:

 Level
 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

 Level
 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that
 are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

 Level
 3 inputs to the valuation methodology are unobservable and significant to the fair value.

 The
Company's financial assets and liabilities include cash, receivables, accounts payable and accrued expenses.

 Related
Party Transactions

 The
Company follows the ASC 850-10, "Related Party Disclosures" for the identification of related parties and disclosure of related
party transactions.

to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities
would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825-10-15, to be accounted
for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and income-sharing trusts that
are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties
with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other
to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties
that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in
one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might
be prevented from fully pursuing its own separate interests.

 The
consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements,
expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated
in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include:
a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal
amounts were ascribed, for each of the periods for which income statements are presented; and c) such other information deemed necessary
to an understanding of the nature of the related party transactions.

 Comprehensive
Income (Loss)

 Other
comprehensive income (loss) refers to revenues, expenses, gains and losses that under generally accepted accounting principles are included
in comprehensive income but are excluded from net income (loss) as these amounts are recorded directly as an adjustment to stockholders'
equity. Our other comprehensive loss for the years ended September 30, 2023 and 2022 was comprised of foreign currency translation adjustments.

 F- 13

Recognition

is comprised of sales of goods and represents the amount of consideration the Company is entitled to upon the transfer of goods. Pursuant
to FASB ASU No. 2016-08, Revenue from Contracts with Customers (TOPIC 606): Principal versus Agent Considerations (Reporting Revenue
Gross versus Net), the Company recorded revenue on a gross basis, net of surcharges and value added tax ("VAT") of gross
sales. The Company recorded revenue on a gross basis because the Company is the primary obligor of the sales arrangements has latitude
in establishing prices, has discretion in suppliers' selection and assumes credit risks on receivables on gross sales from customers.

 The
Company adopted Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU
2014-09") using the full retrospective transition method. The Company's adoption of ASU 2014-09 did not have a material impact
on the amount and timing of revenue recognized in its consolidated financial statements.

 The
Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its
obligations under each of its agreements:

identify the contract with a customer;

identify the performance obligations in the contract;

determine the transaction price;

allocate the transaction price to performance obligations in the contract; and

recognize revenue as the performance obligation is satisfied.

 Consistent
with the criteria of ASC 606 "Revenue from Contracts with Customers," we recognize revenue when performance obligations are
satisfied by transferring control of a promised good or service to a customer. For performance obligations that are satisfied at a point
in time, we also consider the following indicators to assess whether control of a promised good or service is transferred to the customer:
(i) right to payment, (ii) legal title, (iii) physical possession, (iv) significant risks and rewards of ownership, and (v) acceptance
of the good or service. For performance obligations satisfied over time, we recognize revenue over time by measuring the progress toward
complete satisfaction of a performance obligation.

revenue results from transactions where the Company has received the payments from the customers but revenue recognition criteria under
the five-step model of ASC Topic 606 have yet to be met. Once all revenue recognition criteria have been satisfied, the revenues will
be recognized upon the transfer of risk and rewards to the customers in the consolidated statement of operations. We anticipated the
majority of the revenue will be recognized in the fiscal year 2024. Management agreed that the amount received is non-refundable; however,
this term is not bound by any agreement. Thus, the customers may have the rights to challenge and demand the advances to be refunded
under relevant Commercial Laws or regulations.

 Lease

 Under
ASC Topic 842, the Company determines if an arrangement is a lease at inception. Lease assets and liabilities are recognized at the present
value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future
lease payments is the Company's incremental borrowing rate based on the information available at the lease commencement date. The
Company generally uses the base, non-cancelable lease term in calculating the right-of-use assets and lease liabilities.

 The
Company may recognize the lease payments in the condensed consolidated statements of operation on a straight-line basis over the lease
terms and variable lease payments in the periods in which the obligations for those payments are incurred, if any. The lease payments
under the lease arrangements are fixed.

 The
Company elected the package of practical expedients which allow the Company to carryforward its historical lease classification, its
assessment on whether a contract is or contains a lease, and its initial direct costs for any lease that exists prior to adoption of
the new standard.

 The
Company also elected to apply the short-term lease exception for lease arrangements with a lease term of 12 months or less at commencement.
Lease terms used to compute the present value of lease payments do not include any option to extend, renew, or terminate the lease that
the Company is not reasonably certain to exercise upon the lease inception. Accordingly, operating lease right-of-use assets and liabilities
do not include leases with a lease term of 12 months or less.

 F- 14

 Research
and Development Expenses

 Research
and development (R&D) expenses are all costs associated with the original development and design of the product as well as any intellectual
property (IP) generated during the development phase, including patents and copyrights. Research and development expenses are included
in the overall operating expenses and reflected as a separate line item on the consolidated statement of operations.

 We
purchase the consumer preventive health food and health related household products sold on our platforms from our suppliers and we did
not develop, design or manufacture those products. Moreover, although we have built our online platform and mobile commerce in-house,
the compensation costs for our in-house technology team were not significant. Accordingly, instead of capitalizing the compensation costs
of our in-house technology team as Research and Development on the Balance Sheet or presenting it as Research and Development expenses,
we included these amounts in Employee Compensation and Benefit expenses within General and Administrative expenses for the years ended
September 30, 2023 and 2022.

 Selling
Expenses

 Selling
expenses consist primarily of marketing and promotional service fees to service agents and other costs incurred by our sales and marketing
department such as staff costs, office supplies, and other incidental expenses that are incurred directly to attract or retain customers.

 Our
selling expenses for the years ended September 30, 2023 and 2022 were $ 3,316,631 and $ 6,641,485, respectively. We recognized marketing
and promotional service expenses when our service agents performed marketing activities, promotions, and exhibitions for our business
and products. For the years ended September 30, 2023 and 2022, we recorded marketing and promotional service fees to our service agents
in an amount of $ 2,362,078 and $ 5,844,846, respectively.

 Concentration
of Risk

 Credit
risk

instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents
and other receivables. As September 30, 2023 and 2022, $ 428,088 (RMB 3,123,333) and $ 252,512 (RMB 1,796,861), respectively, were deposited
with various major financial institutions located in the PRC. While management believes that these financial institutions are of high
credit quality, it also continually monitors their credit worthiness.

 Historically,
deposits in Chinese banks are secure due to state policy to protect depositor interests. However, China promulgated a Bankruptcy Law
in August 2006 that came into effect on June 1, 2007, which contains a separate article expressly stating that the State Council may
promulgate implementation measures to provide for the bankruptcy of Chinese banks based on the Bankruptcy Law. Under the current Bankruptcy
Law, a Chinese bank may file bankruptcy if it deems itself to be insolvent. In addition, since China's concession to the World
Trade Organization, foreign banks have been gradually permitted to operate in China and have intensified competition in many aspects,
especially since the opening of the Renminbi business to foreign banks in late 2006. Therefore, the risk of bankruptcy at the institutions
that the Company maintains deposits has increased. In the event of bankruptcy, the Company is unlikely to reclaim its deposits in full
since it is unlikely to be classified as a secured creditor under PRC laws.

 Risks
of variable interest entity structure

 In
the opinion of management, (i) the corporate structure of the Company is in compliance with existing PRC laws and regulations; (ii) the
VIE Arrangements are valid and binding, and do not result in any violation of PRC laws or regulations currently in effect; and (iii)
the business operations of the foreign-invested enterprise and the VIE are in compliance with existing PRC laws and regulations in all
material respects.

 However,
there are substantial uncertainties regarding the interpretation and application of current and future PRC laws and regulations. Accordingly,
the Company cannot be assured that PRC regulatory authorities will not ultimately take a contrary view to the foregoing opinion of its
management. If the current corporate structure of the Company or the VIE Arrangements is found to be in violation of any existing or
future PRC laws and regulations, the Company may be required to restructure its corporate structure and operations in the PRC to comply
with changing and new PRC laws and regulations. In the opinion of management, the likelihood of loss in respect of the Company's
current corporate structure or the VIE Arrangements is remote based on current facts and circumstances.

currency exchange risk

 The
value of the RMB against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political
and economic conditions and the foreign exchange policy adopted by the PRC government. It is difficult to predict how market forces or
PRC or U.S. government policy may impact the exchange rate between the RMB and the U.S. dollar in the future. There remains significant
international pressure on the PRC government to adopt a more flexible currency policy, which could result in greater fluctuation of the
RMB against the U.S. dollar. The Company is a holding company and it relies on dividends paid by the Company's operating subsidiaries
in China for its cash needs. Any significant revaluation of the RMB may materially and adversely affect its liquidity and cash flows.
To the extent that the Company needs to convert U.S. dollars into RMB for its operations, appreciation of the RMB against the U.S. dollar
would have an adverse effect on the RMB amount the Company would receive. Conversely, if the Company decides to convert RMB into U.S.
dollars for other business purposes, appreciation of the U.S. dollar against the RMB would have a negative effect on the U.S. dollar
amount the Company would receive.

 Liquidity
risk

 Liquidity
risk is the risk that the Company will encounter difficulty raising liquid funds to meet commitments as they fall due. See our commitments
and contingencies in Note 13 under Item 8, Financial Statements and Supplementary Data. In meeting its liquidity requirements, the Company
continues to focus on increasing its revenue through the sale of consumer health care products on its online platform, King Eagle Mall,
and promoting its own brand of preventive health care related products on its new online platform to reduce its costs of goods sold,
streamlining its overhead costs, or obtaining financing from its stockholders or directors.

 F- 15

 Concentration
of customers and vendors

 There
was no revenue from customers that individually represent greater than 10 % of the total revenues for the years ended September 30, 2023,
and 2022.

 For
the year ended September 30, 2023, three major vendors accounted for 35 %,
 25 %
and 12 %
of the Company's total cost of sales.

 For
the year ended September 30, 2022, four major vendors accounted for 18 %, 16 %, 16 % and 12 % of the Company's total cost of sales.

 Income
Taxes

 We
account for income taxes using the liability method. Under this method, deferred tax assets and liabilities are determined based on the
difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in
the period in which the differences are expected to reverse. The Company records a valuation allowance against deferred tax assets if,
based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not
be realized. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment
date.

 We
apply ASC 740, Accounting for Income Taxes, to account for uncertainty in income taxes and the evaluation of a tax position is
a two-step process. The first step is to determine whether it is more likely than not that a tax position will be sustained upon examination,
including the resolution of any related appeals or litigation based on the technical merits of that position. The second step is to measure
a tax position that meets the more-likely-than-not threshold to determine the amount of benefit to be recognized in the financial statements.
A tax position is measured at the largest amount of benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.
Tax positions that previously failed to meet the more-likely-than-not recognition threshold should be recognized in the first subsequent
period in which the threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not criteria should
be de-recognized in the first subsequent financial reporting period in which the threshold is no longer met.

 Commitments
and Contingencies

 The
Company follows the ASC 450-20, "Contingencies" to report accounting for contingencies. Certain conditions may exist as of
the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more
future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise
of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims
that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well
as the perceived merits of the amount of relief sought or expected to be sought therein.

 If
the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability
can be estimated, then the estimated liability would be accrued in the Company's consolidated financial statements. If the assessment
indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated,
then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be
disclosed.

 Loss
contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.
Management does not believe, based upon information available at this time that these matters will have a material adverse effect on
the Company's financial position, results of operations or cash flows. However, there is no assurance that such matters will not
materially and adversely affect the Company's business, financial position, and results of operations or cash flows.

 Recent
Accounting Pronouncement

 Recently
Adopted Accounting Standards

Instruments. In June 2016, the FASB issued Accounting Standards Update No. 2016-13,"Financial Instruments - Credit Losses (Topic
326)" ("ASU 2016-13"). ASU 2016-13 revises the methodology for measuring credit losses on financial instruments and
the timing of when such losses are recorded. Originally, ASU 2016-13 was effective for fiscal years, and for interim periods within those
fiscal years, beginning after December 15, 2019, with early adoption permitted. In November 2019, FASB issued ASU 2019-10, "Financial
Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842)." This ASU defers the effective
date of ASU 2016-13 for public companies that are considered smaller reporting companies as defined by the SEC to fiscal years beginning
after December 15, 2022, including interim periods within those fiscal years. The Company adopted this standard in the first quarter
of fiscal 2023 and evaluated that this new guidance does not have a significant impact on its condensed consolidated financial statements.

 In
the period from October 2023 through December 2023, the FASB has not issued any additional accounting standards updates that have a significant
impact on the Company.

 F- 16

 NOTE
3 - VARIABLE INTEREST ENTITIES "VIE" ARRANGEMENTS

 On
May 15, 2021, King Eagle (China) entered into a series of contractual arrangements with King Eagle (Tianjin) and its shareholders. As
a result of the contractual arrangements, the Company classified King Eagle (Tianjin) as a Variable Interest Entity "VIE."

 King
Eagle (Tianjin) Technology Co., Ltd. ("King Eagle (Tianjin)") was incorporated as a limited liability company in Tianjin
Pilot Free Trade Zone in the People's Republic of China on September 2, 2020, with a registered capital of approximately $ 1.5 million
(RMB 10 million). It is owned by multiple individuals: It is owned by multiple individuals: Chengyuan Li (approximately 45.5 %), Xiujin
Wang (approximately 10.5 %), Yuanyuan Zhang (approximately 10 %), Jinjing Zhang, Wanfeng Hu, Cuilian Liu, and Zhizhong Wang (each of whom
owns approximately 6 %), Zhandong Fan and Hui Teng (each of whom owns approximately 5 %). Those shareholders also indirectly owned KP International
Holding prior to its acquisition by the Company through two British Virgin Islands entities: Kunpeng Tech Limited and Kunpeng TJ Limited.
Additionally, Chengyuan Li is a director and Yuanyuan Zhang is Chief Financial Officer of the Company.

 The
VIE Agreements are as follows:

 (1)

 Consulting
 Service Agreement

 (2)

 Operation Agreement

 (3)

 Proxy
 Agreement

 (4)

 Disposal Agreement

 (5)

 Pledge Agreement

 Consulting
Service Agreement

to the terms of certain Exclusive Consulting Service Agreement dated May 15, 2021, between King Eagle (China) and King Eagle (Tianjin)
(the " Consulting Service Agreement "), King Eagle (China) is the exclusive consulting service provider to King Eagle
(Tianjin) to provide business-related software research and development services; design, installation, and testing services; network
equipment support, upgrade, maintenance, monitor, and problem-solving services; employees technical training services; technology development
and sublicensing services; public relations services; market investigation, research, and consultation services; short to medium term
marketing plan-making services; compliance consultation services; marketing events and membership related activities organizing services;
intellectual property permits; equipment and rental services; and business-related management consulting services. Pursuant to the Consulting
Service Agreement, the service fee is the remaining amount after King Eagle (Tianjin)'s profit before tax in the corresponding
year deducts King Eagle (Tianjin)'s losses, if any, in the previous year, the necessary costs, expenses, taxes, and fees incurred
in the corresponding year, and the withdraws of the statutory provident fund. King Eagle (Tianjin)agreed not to transfer its rights and
obligations under the Consulting Service Agreement to any third party without prior written consent from King Eagle (China). In addition,
King Eagle (China) may transfer its rights and obligations under the Consulting Service Agreement to King Eagle (China)'s affiliates
without King Eagle (Tianjin)'s consent, but King Eagle (China) shall notify King Eagle (Tianjin) of such transfer. This Agreement
is valid for a term of 10 years subject to any extension requested by King Eagle (China) unless terminated by King Eagle (China) unilaterally
prior to the expiration.

Operation Agreement

to the terms of certain Business Operation Agreement dated on May 15, 2021, among King Eagle (China), King Eagle (Tianjin)and the shareholders
of King Eagle (Tianjin) (the " Business Operation Agreement "), King Eagle (Tianjin) has agreed to subject the operations
and management of its business to the control of King Eagle (China). According to the Business Operation Agreement, King Eagle (Tianjin)
is not allowed to conduct any transactions that has substantial impact upon its operations, assets, rights, obligations and personnel
without the King Eagle (China)'s written approval. The shareholders of King Eagle (Tianjin) and King Eagle (Tianjin) will take
King Eagle (China) 's advice on appointment or dismissal of directors, employment of King Eagle (Tianjin)'s employees, regular
operation, and financial management of King Eagle (Tianjin). The shareholders of King Eagle (Tianjin) have agreed to transfer any dividends,
distributions or any other profits that they receive as the shareholders of King Eagle (Tianjin) to King Eagle (China) without consideration.
The Business Operation Agreement is valid for a term of 10 years or longer upon the request of King Eagle (China) prior to the expiration
thereof. The Business Operation Agreement might be terminated earlier by King Eagle (China) with a 30-day written notice.

 F- 17

 Proxy
Agreement

to the terms of the Proxy Agreement dated on May 15, 2021, among King Eagle (China), and the shareholders of King Eagle (Tianjin) (the
" Proxy Agreement "), the shareholders of King Eagle (Tianjin) have entrusted their vote rights as King Eagle (Tianjin)'s
shareholders to King Eagle (China) for the longest duration permitted by PRC law. The Proxy Agreement can be terminated by mutual consents
of King Eagle (Tianjin) Shareholders and King Eagle (China) or upon a 30-day notice of King Eagle (China).

Disposal Agreement

to the terms of the Equity Disposal Agreement dated on May 15, 2021, among King Eagle (China), King Eagle (Tianjin), and the shareholders
of King Eagle (Tianjin) (the " Equity Disposal Agreement "), the shareholders of King Eagle (Tianjin) granted King Eagle
(China) or its designees an irrevocable and exclusive purchase option (the "Option") to purchase King Eagle (Tianjin)'s
all or partial equity interests and/or assets at the lowest purchase price permitted by PRC laws and regulations. The option is exercisable
at any time at King Eagle (China)'s discretion in full or in part, to the extent permitted by PRC law. The shareholders of King
Eagle (Tianjin) agreed to give King Eagle (Tianjin) the total amount of the exercise price as a gift, or in other methods upon King Eagle
(China)'s written consent to transfer the exercise price to King Eagle (Tianjin). The Equity Disposal Agreement is valid for a
term of 10 years or longer upon the request of King Eagle (China).

Pledge Agreement

to the terms of certain Equity Pledge Agreement dated on May 15, 2021, among King Eagle (China) and the shareholders of King Eagle (Tianjin)
(the " Pledge Agreement "), the shareholders of King Eagle (Tianjin) pledged all of their equity interests in King Eagle
(Tianjin)to King Eagle (China), including the proceeds thereof, to guarantee King Eagle (Tianjin)'s performance of its obligations
under the Business Operation Agreement, the Consulting Service Agreement and Equity Disposal Agreement (each, a " Agreement ",
collectively, the " Agreements "). If King Eagle (Tianjin) or its shareholders breach its respective contractual obligations
under any Agreement, or cause to occur one of the events regards as an event of default under any Agreement, King Eagle (China), as pledgee,
will be entitled to certain rights, including the right to dispose of the pledged equity interest in King Eagle (Tianjin). During the
term of the Pledge Agreement, the pledged equity interests cannot be transferred without King Eagle (China)'s prior written consent.
The Pledge Agreements is valid until all the obligations due under the Agreements have been fulfilled.

 A
VIE is an entity that has either a total equity investment that is insufficient to permit the entity to finance its activities without
additional subordinated financial support, or whose equity investors lack the characteristics of a controlling financial interest, such
as voting rights and the right to receive the expected residual returns of the entity or the obligation to absorb the expected losses
of the entity. The variable interest holder, if any, that has a controlling financial interest in a VIE is deemed to be the primary beneficiary
and must consolidate the VIE. King Eagle (China) is deemed to have a controlling financial interest and be the primary beneficiary of
King Eagle (Tianjin) because it has both of the following characteristics:

 (1)

 The
 power to direct the activities of King Eagle (Tianjin) that most significantly impact such entity's economic performance, and

 (2)

 The
 obligation to absorb losses of, or the right to receive benefits from, King Eagle (Tianjin) that could potentially be significant
 to such entity.

 King Eagle (Tianjin) established three subsidiaries, King Eagle (Beijing) Technology Co., Ltd, King Eagle (Huai'an)
Health Management Co., Ltd. and Kun Zhi Jian (Huai'an) Technology Co., Ltd., on December 1, 2022, September 19, 2023 and
October 26, 2023, respectively, in the PRC. King Eagle (Tianjin) is the controlling shareholder under the company laws of the PRC. The
binding rights over the VIE's subsidiaries in the contractual arrangements between King Eagle (China) and King Eagle (Tianjin) are
implicit and indirect and the company laws and regulations in the PRC governing the business operations of the VIE's subsidiaries
are uncertain.

 F- 18

to the Contractual Arrangements, the shareholders of King Eagle (Tianjin) have agreed to transfer any dividends, distributions or any
other profits that they receive to King Eagle (China). King Eagle (Tianjin) pays service fees equal to all of its net profit after tax
to King Eagle (China). The Contractual Arrangements are designed so that King Eagle (Tianjin) operates for the benefit of King Eagle
(China) and ultimately the Company.

 Moreover,
King Eagle (Tianijn) has agreed to subject the operations and management of its business to the full control under King Eagle (China)
and King Eagle (Tianjin) will take King Eagle (China)'s advice on the appointment of dismissal of directors and employment, regular
operation and financial management. Accordingly, the Company consolidates the accounts of King Eagle (Tianjin) and its subsidiaries for
the periods presented herein, in accordance with Accounting Standards Codification, or ASC, 810-10, Consolidation.

 Accordingly,
the accounts of King Eagle (Tianjin) and its subsidiaries are consolidated in the accompanying financial statements pursuant to ASC
810-10, Consolidation. In addition, their financial positions and results of operations are included in the Company's
financial statements.

 VIE
Financial Information

 Set
forth below is the consolidated balance sheets information as of September 30, 2023 and September 30, 2022, consolidated statements of
operations and cash flows for the years ended September 30, 2023 and 2022, and showing financial information for the parent company,
Kun Peng International Limited, the non-VIE subsidiaries (as defined below), and the VIE (as defined below), eliminating entries and
consolidated information (in dollars). In the tables below, the column headings correspond to the following entities:

 For
purposes of this section:

 "Parent
entity" refers to Kun Peng International Limited;

 "Non-VIE
and Non-WFOE subsidiaries" refers to the following entities:

 Kun
 Peng International Holding Limited ("KP International Holding")

 Kun
 Peng (China) Industrial Development Company Limited ("KP (China)")

 Kun
 Peng (Hong Kong) Industrial Development Limited ("KP (Hong Kong)")

 Kun
 Peng Tian Yu Health Technology Co., Ltd. ("KP Tian Yu") until March 3, 2023

 "WFOE"
refers to King Eagle (China) Co., Ltd. ("King Eagle (China)") until March 3, 2023 and KP Tian Yu commencing March 3, 2023;

 "VIE"
refers to King Eagle (Tianjin) Technology Co., Ltd. ("King Eagle (Tianjin)"), King Eagle (Beijing) Technology Co., Ltd ("King
Eagle (Beijing)"), King Eagle (Huai'an) Health Management Co., Ltd. ("King Eagle (Huai'an)"), and Kun Zhi
Jian (Huai'an) Technology Co., Ltd. ("Kun Zhi Jian (Huai'an)").

 F- 19

Balance Sheet

 As
of September 30, 2023

 SCHEDULE OF VIE OF BALANCE SHEET

 Only

 WFOE

 VIE's

 Elimination

 Entries and

 Reclassification

 Entries

 Cash and cash equivalent

 $
 -

 $
 10,457

 $

 $
 447,117

 $
 -

 $
 457,580

 Advance and Prepayments

 -

 32,721

 -

 41,323

 -

 74,044

 Other receivable - third party

 -

 3,629

 -

 19,431

 -

 23,060

 -

 -

 -

 -

 Intercompany receivables-current

 -

 494,197
 (2)

 -

 2,119,294
 (1)

 ( 2,613,491
)

 -

 Total current Assets

 -

 541,004

 2,734,428

 ( 2,613,491
)

 661,947

 Property and equipment, net

 -

 72,552

 -

 -

 -

 72,552

 Intangible Assets, net

 -

 2,806

 -

 -

 -

 2,806

 Security deposits and prepayments, noncurrent

 -

 41,999

 -

 -

 -

 41,999

 Prepayments, noncurrent

 -

 3,245

 -

 -

 -

 3,245

 ROU assets

 -

 351,753

 -

 -

 479,427

 Intercompany receivables-noncurrent

 -

 -

 -

 ( 4
)

 -

 Investment in subsidiary

 -

 -

 -

 ( 34,160
)

 -

 Total non-current Assets

 472,359

 -

 ( 34,164
)

 600,029

 1,013,363

 ( 2,647,655
)

 Trade payable

 -

 -

 -

 2,067,831

 -

 2,067,831

 Other payables and accrual

 66,000

 10,040

 -

 8,029

 -

 84,069

 Advances from customers

 -

 -

 -

 -

 724,680

 1,909,747
 (1)

 (1)

 34,370

 ( 2,669,414
)

 -

 Salary payable

 -

 26,213

 -

 37,440

 -

 63,653

 Provision for taxation

 -

 3,852

 -

 180,505

 -

 184,357

 Operating lease obligations-current

 -

 232,976

 -

 85,446

 -

 318,422

 Amount due to related parties

 -

 -

 -

 -

 790,680
 (3)

 2,182,828

 5,880,979

 ( 2,669,414
)

 6,185,690

 -

 60,526

 -

 35,381

 -

 790,680

 2,243,354

 5,916,360

 ( 2,669,414
)

 6,281,597

 Total shareholders' Equity

 ( 756,520
)

 ( 1,107,853
)

 ( 611
)

 ( 2,895,395
)

 21,759

 ( 4,738,620
)

 -

 ( 122,138
)

 -

 ( 158,863
)

 -

 ( 281,001
)

 ( 756,520
)

 ( 1,229,991
)

 ( 611
)

 ( 3,054,258
)

 21,759

 ( 5,019,621
)

 $

 $
 1,013,363

 $

 $

 $
 ( 2,647,655
)

 $

 (1)

 receivables from non-VIE entities, WFOE, and parent entity and intercompany payables to VIE represent loans to non-VIE entities,
 WFOE, and parent entity for working capital purposes.

 (2)

 receivables from the parent entity represent loans from King Eagle (China) to the parent entity for working capital purposes.

 (3)

 payables to King Eagle (China) and VIE represent loans from King Eagle (China) and VIE to the parent entity for working capital purposes.

 F- 20

 As
of September 30, 2022

 WFOE

 VIE

 Elimination

 Entries and

 Reclassification

 Entries

 Cash and cash equivalent

 $
 -

 $

 $
 11,581

 $

 $
 -

 $

 Intercompany receivables-current

 -

 -

 179,211
 (2)

 1,684,751
 (1)

 ( 1,863,962
)

 -

 Total current Assets

 -

 250,651

 2,530,776

 ( 1,863,962
)

 917,479

 Intercompany receivables-noncurrent

 -

 -

 -

 ( 4
)

 -

 Total non-current Assets

 755,365

 107,774

 ( 34,164
)

 863,139

 1,006,016

 ( 1,898,126
)

 451,763
 (3)

 (1) (2)

 1,428,180
 (1)

 -

 ( 1,897,156
)

 -

 515,763

 1,924,426

 4,611,831

 ( 1,897,156
)

 5,172,077

 -

 -

 242,100

 22,024

 -

 515,763

 2,166,526

 4,633,855

 ( 1,897,156
)

 5,436,201

 Total shareholders' Equity

 ( 481,603
)

 ( 17,195
)

 ( 1,038,372
)

 ( 1,836,489
)

 ( 970
)

 ( 3,374,629
)

 -

 -

 ( 122,138
)

 ( 158,816
)

 -

 ( 280,954
)

 ( 481,603
)

 ( 17,195
)

 ( 1,160,510
)

 ( 1,995,305
)

 ( 970
)

 ( 3,655,583
)

 $

 $

 $
 1,006,016

 $

 $
 ( 1,898,126
)

 $

 (1)

 receivables from non-VIE entities and WFOE and intercompany payables to VIE represent loans to non-VIE entities and WFOE for working
 capital purposes.

 (2)

 receivables from the parent entity and non-VIE entities represent loans from King Eagle (China) to the parent entity and non-VIE
 entities for working capital purposes.

 (3)

 payables to WFOE and VIE represent loans from King Eagle (China) and VIE to the parent entity for working capital purposes.

 F- 21

Statements of Operations Data

 SCHEDULE OF VIE DATA OF OPERATION

 Only

 WFOE

 VIE's

 Totals

 For the year ended September 30, 2023

 Only

 WFOE

 VIE's

 Totals

 $
 -

 $
 -

 $
 -

 $

 $
 -

 $

 Intercompany revenue

 -

 442,382

 519,296

 -

 ( 961,678
)

 -

 Cost of revenue and related tax

 -

 1,006

 431,436

 -

 433,221

 -

 441,603

 518,290

 3,485,899

 ( 961,678
)

 3,484,114

 274,917

 438,906

 604,656

 4,414,524

 -

 5,733,003

 Intercompany operating expenses

 -

 -

 -

 961,678

 ( 961,678
)

 -

 (Loss) income from operations

 ( 274,917
)

 2,697

 ( 86,366
)

 ( 1,890,303
)

 -

 ( 2,248,889
)

 Other (expenses) income

 -

 ( 1,183
)

 100,398

 -

 99,676

 (Loss) income before income taxes

 ( 274,917
)

 1,514

 ( 85,905
)

 ( 1,789,905)

 -

)

 -

 -

 -

 -

 -

 -

 $
 ( 274,917
)

 $
 1,514

 $
 ( 85,905
)

 $
)

 $
 -

 $
)

 Only

 WFOE

 VIE

 Totals

 For the year ended September 30, 2022

 Only

 WFOE

 VIE

 Totals

 $
 -

 $
 -

 $
 -

 $

 $
 -

 $

 Intercompany revenue

 -

 -

 1,463,241

 -

 ( 1,463,241
)

 -

 Cost of revenue and related tax

 -

 -

 6,979

 1,188,645

 -

 -

 -

 1,456,262

 6,321,414

 ( 1,463,241
)

 6,314,435

 217,243

 6,601

 1,699,386

 6,398,815

 -

 8,322,045

 Intercompany operating expenses

 -

 -

 -

 1,463,241

 ( 1,463,241
)

 -

)

)

 ( 243,124
)

 ( 1,540,642
)

 -

 ( 2,007,610
)

 (Loss) income from operations

)

)

 ( 243,124
)

 ( 1,540,642
)

 -

 ( 2,007,610
)

 Other income

 -

 -

 5,671

 29,098

 -

 Other (expenses) income

 -

 -

 5,671

 29,098

 -

)

)

)

)

 -

)

 (Loss) income before income taxes

)

)

)

)

 -

)

 -

 -

 -

 -

 -

 -

 $
)

 $
)

 $
)

 $
)

 $
 -

 $
)

 Net income (loss)

 $
)

 $
)

 $
)

 $
)

 $
 -

 $
)

 F- 22

 Consolidation
Schedule of Cash Flows

 SCHEDULE OF VIE DATA OF CASH FLOWS

 Only

 Non-VIE
 and

 WFOE

 VIE's

 For the year ended September 30, 2023

 Only

 Non-VIE
 and

 WFOE

 VIE's

 $
 ( 274,917
)

 $
 1,514

 $
 ( 85,905
)

 $
)

 $
 -

 $
)

 Intercompany receivables

 -

 ( 333,732
)

 -

 ( 927,079
)

 1,260,811

 -

 272,917

 329,657

 191,152

 453,740

 ( 1,247,466
)

 -

 -

 12,739

 ( 13,007
)

 ( 440,107
)

 13,345

 ( 427,030
)

 -

 -

 -

 ( 606
)

 -

 -

 ( 606
)

 -

 -

 -

 -

 Effect of exchange rate fluctuation on cash

 $
 -

 $
 ( 10,828
)

 $
 10,570

 $
 ( 13,115
)

 $
 ( 13,345
)

 $
 ( 26,718
)

 Only

 WFOE

 VIE

 For the year ended September 30, 2022

 Only

 WFOE

 VIE

 $
)

 $
)

 $

)

 $
)

 $
 -

 $
)

 $
)

 $
)

 $
)

 $
)

 $
 -

 $
)

 Intercompany receivables

 -

 -

 ( 41,980

)

 ( 543,646
)

 585,626

 -

 229,243

 6,619

 343,386

 ( 579,248
)

 -

 -

 32,560

 ( 1,631,086
)

 6,378

 ( 1,592,130
)

 -

 -

 -

 ( 139,155

)

 -

 -

 ( 139,155
)

 Effect of exchange rate fluctuation on cash

 $
 -

 $
 ( 4
)

 $
 ( 2,867

)

 $
 ( 52,020
)

 $
 ( 6,378
)

 $
 ( 61,269
)

 F- 23

 The
Company consolidated its VIE as of September 30, 2023, and 2022. The carrying amounts and classification of the VIE's assets and
liabilities included in the consolidated balance sheets are as follows:

 SCHEDULE OF VIE ASSETS AND LIABILITIES INCLUDED IN THE CONSOLIDATED BALANCE SHEETS

 September 30, 2023

 September 30, 2022

 Current assets

 Cash and cash equivalents

 $
 447,117

 $

 Trade receivable-intercompany

 2,119,294

 1,499,226

 Advance and prepayments

 41,323

 214,188

 Other receivables – third parties

 19,431

 60,109

 Other receivables – intercompany

 -

 185,525

 -

 Amount due from a related party

 -

 Total current assets

 2,734,428

 2,530,776

 Noncurrent assets

 Right-of-use assets

 107,774

 Total noncurrent assets

 107,774

 $

 $

 Liabilities

 Current liabilities

 Trade payables

 $
 2,067,831

 $
 764,418

 Other payables and accrual

 8,029

 489,003

 Deferred revenue

 2,960,357

 34,370

 -

 Payroll payable

 37,440

 4,312

 Tax payable

 180,505

 41,345

 Amounts due to related parties

 Operating lease obligations-current portion

 85,446

 85,390

 5,880,979

 4,611,831

 Noncurrent liabilities

 Operating lease obligations-net of current portion

 35,381

 22,024

 35,381

 22,024

 5,916,360

 4,633,855

 Commitment and contingencies

 Additional paid-in capital

 637,801

 -

 Accumulated deficits

 ( 3,788,510
)

 ( 1,998,652
)

 Accumulated other comprehensive income

 255,314

 162,163

 Total stockholders' equity

 ( 2,895,395
)

 ( 1,836,489
)

 ( 158,863
)

 ( 158,816
)

 ( 3,054,258
)

 ( 1,995,305
)

 $

 $

 F- 24

 The
operating results of the VIE were as follows:

 2023

 2022

 2023

 2022

 Revenue, net

 $

 $

 Cost of revenue

 ( 431,436
)

 ( 1,188,645
)

 3,485,899

 6,321,414

 Operating expenses

 General and administrative expenses

 1,308,648

 314,128

 Selling expense

 4,067,554

 7,547,928

 5,376,202

 7,862,056

 ( 1,890,303
)

 ( 1,540,642
)

 Other (expenses) income:

 Interest income

 1,738

 Other (expenses) income

 99,408

 27,360

 Total other income, net

 100,398

 29,098

)

)

 -

 -

)

)

 Less: Net loss attributable to non-controlling interest

 ( 47
)

 ( 120,924
)

 Net loss attributable to Kun Peng International Ltd

 $
 ( 1,789,858
)

 $
 ( 1,390,620
)

 The
cash flows of the VIE were as follows:

 2023

 2022

 2023

 2022

 Cash flows from operating activities

 $
)

 $
)

 Adjustments to reconcile net loss to net cash provided by (used in) operating activities

 Impairment of an amount due from a related party

 318,999

 -

 Amortization of right-of-use assets

 98,939

 105,598

 Changes in operating assets and liabilities

 Advance and prepayments

 173,345

 ( 1,371
)

 Trade receivable – intercompany

 ( 432,747
)

 ( 299,446
)

 Other receivables – third parties

 40,544

 ( 57,218
)

 Other receivables - intercompany

 ( 494,332
)

 ( 244,200
)

 ( 110,954
)

 -

 Trade payable – third parties

 1,367,773

 229,996

 Trade payable – intercompany

 439,836

 -

 Other payables and accrual – third parties

 ( 485,039
)

 290,194

 Other payables and accrual – intercompany

 13,904

 -

 Deferred revenue

 ( 763,453
)

 142,789

 Payroll payable

 34,377

 ( 9,887
)

 Amounts due to related parties

 1,094,095

 -

 Tax payable

 145,004

 ( 170,007
)

 Lease liabilities

 ( 90,493
)

 ( 105,990
)

 ( 440,107
)

 ( 1,631,086
)

 Cash flows from financing activities

 Capital contribution

 -

 -

 Effect of exchange rate changes on cash

 ( 13,115
)

 ( 52,020
)

 Net increase (decrease) in cash and cash equivalents

 191,581

 ( 1,683,106
)

 Cash and cash equivalents, beginning balance

 1,938,642

 Cash and cash equivalents, ending balance

 $
 447,117

 $

 F- 25

 NOTE
4 - ADVANCE AND PREPAYMENTS

 Prepayments
consisted of the following:

 SCHEDULE OF PREPAYMENTS

 2023

 2022

 2023

 2022

 Prepaid rent and building management and utilities

 $
 19,211

 $
 23,324

 Prepaid supplies (1)

 32,195

 202,150

 Prepaid income tax

 5,027

 5,154

 Prepaid professional services (2)

 9,137

 25,941

 Prepaid others

 8,474

 11,737

 Total prepayments

 $
 74,044

 $
 268,306

 (1)

 As
 of September 30, 2023, and 2022, the Company had prepaid supplies of $ 32,195 and $ 202,150, respectively. The prepayment will be recognized
 in cost of goods sold in its consolidated statement of operations and comprehensive loss when the corresponding deferred revenue
 is recognized.

 (2)

 As
 of September 30, 2023, the ending balance of prepaid professional services represented $ 9,137 for
 the legal service fee for our PRC entities. The legal service fee will be amortized to general and administrative expenses using the
 straight-line method, over the service periods of October and November 2023.

As of September 30, 2022, the ending balance of prepaid professional services included two types of prepayments, $ 9,369 for
 the legal service fee for our PRC entities and $ 16,572 for
 the promotional and marketing fee. The legal service fee was amortized to general and administrative expenses using the
 straight-line method, over the service periods of October and November 2022. The promotional and marketing fee was amortized to
 selling expense using a straight-line method over the service periods from October 2022 through February 2023.

 These
amounts are expected to be recoverable within twelve (12) months.

 NOTE
5 - OTHER RECEIVABLES

 Other
receivables included the following:

 SCHEDULE OF OTHER RECEIVABLES

 2023

 2022

 2023

 2022

 Rental deposits

 $
 14,111

 $
 14,735

 Advance to employees

 2,604

 45,250

 Short-term borrowing to third parties

 -

 2,188

 Others

 6,345

 3,677

 Total other receivables, net

 $
 23,060

 $
 65,850

 F- 26

 Advance
to employees represents funds provided to our officers and employees for business expenses, such as travel, parking, gasoline, membership,
and meals, that are anticipated to be incurred by our officers and employees on behalf of the Company. Advances to employees are required
to be repaid in cash within a year.

 Short-term
borrowings to third parties represented capital funding to two third parties. Those loans were interest free and were repaid to King
Eagle (Tianjin) on December 11, 2022 and August 11, 2023.

 NOTE
6 – INVENTORY

consisted of the following:

OF INVENTORY

 2023

 2022

 2023

 2022

 Finished goods

 $

 $
 -

 Total

 $

 $
 -

 NOTE
7 - PROPERTY AND EQUIPMENT, NET

and equipment consisted of the following:

 SCHEDULE OF PROPERTY AND EQUIPMENT

 2023

 2022

 2023

 2022

 Leasehold improvements

 $
 124,161

 $
 127,301

 Furniture and fixtures

 1,205

 1,235

 Computer equipment

 39,110

 40,099

 Office equipment

 1,442

 1,480

 Subtotal

 165,919

 170,115

 Less: accumulated depreciation

 ( 93,367
)

 ( 36,092
)

 Total property and equipment, net

 $
 72,552

 $
 134,023

 Depreciation
expense was $ 60,165 and $ 55,666 for the years ended September 30, 2023 and 2022, respectively.

 On
February 28, 2022, King Eagle (China) entered into a lease agreement for its new office in Beijing. As it moved to a new office premise
in May 2022, it removed the leasehold improvement in May 2022 and the estimated useful life of the leasehold improvements of our previous
office in Beijing changed from 60 months to 22 months. Accordingly, an additional amount of depreciation expense of the relative leasehold
improvements, $ 16,184, was recognized in May 2022. It also terminated the software services setup in its old office by the end of May
2022 and was eligible for the refund of the cost of the unused services in an amount of $ 3,677, which was reclassified to other receivables.
King Eagle China expects to receive the refund in early February 2023 after it communicated with the corresponding third-party vendor.
It also disposed the furniture and fixture in its old office. While it received a sale proceeds for the disposal in an amount of $ 281,
it incurred a loss of disposal of in an amount of $ 3,752.

 NOTE
8 - INTANGIBLE ASSETS

OF INTANGIBLE ASSET

 2023

 2022

 2023

 2022

 Trademarks

 $
 3,551

 $
 2,449

 Subtotal

 3,551

 2,449

 Less: accumulated amortization

 ( 745
)

 ( 367
)

 Total intangible assets, net

 $
 2,806

 $
 2,082

 F- 27

assets consist of the Company's trademarks of King Eagle Mall with a useful life of ten years. Approximately $ 1,045, $ 1,343, $ 548,
$ 35, $ 497 and $ 83 will expire in July 2031, April 2031, April 2032, September 2032, October 2032 and October 2033, respectively.

 Amortization
expense was $ 363 and $ 266 for the years ended September 30, 2023 and 2022, respectively.

 NOTE
9 - DEFERRED REVENUE

OF DEFERRED REVENUE

 2023

 2022

 2023

 2022

 Advance payments from customers

 $

 $
 2,960,357

 Total deferred revenue

 $

 $
 2,960,357

revenue resulted from transactions where the Company has received the payments from the customers but revenue recognition criteria under
the five-step model have yet to be met. As at September 30, 2023 and 2022, the Company had a total deferred revenue of $ 2,149,238 and
$ 2,960,357 respectively. Once the five-step model criteria have been satisfied, revenues will be recognized upon the transfer of risk
and rewards to the customers. As the construction project of Smart Kiosks was abandoned in September 2023, $ 1,233,590 of advance payments
was refunded to our customers by October 2023. Management has agreed that the amount received is non-refundable. However, this term is
not bound by any written agreement. Thus, the customers may have the right to challenge and demand that the advances be refunded under
relevant commercial laws and regulations.

 NOTE
10 - RELATED PARTY TRANSACTIONS

due from a related party represented the prepaid service fee remitted to Guoxin Star Network Co., Ltd. ("Guoxin") by our
VIE, King Eagle (Tianjin). On March 31, 2021, King Eagle (Tianjin) entered into a Cooperation Agreement with our related party, Guoxin
Star Network Co., Ltd. Guoxin Star Network Co. Ltd. was formerly our related party due to its being wholly owned by Guoxin Rulian Group
Co. Ltd., which also owns Guoxin Zhengye. Guoxin Zhengye was the 8 % shareholder of King Eagle (China) but transferred its entire ownership
interest in King Eagle (China) to KP (China) on August 26, 2022. In the last quarter of fiscal year 2023, Guoxin determined that it was
unable to obtain the permit and both parties agreed to abandon this construction project. King Eagle VIE believed that it is more likely
than not that the prepaid service fee for the operation of the smart kiosk was unrecoverable and, accordingly, a provision was recorded against the amount
due from a related party in the consolidated statements of operations and comprehensive loss during the year ended September 30, 2023.

OF AMOUNTS DUE TO RELATED PARTIES

 Name of related party

 Relationship

 Nature of transactions

 2023

 2022

 Guoxin Star Network Co., Ltd

 It is wholly owned by Guoxin Ruilian Group Co., Ltd, the common shareholder of our former owner, Guoxin Zhengye, which owned an 8 % interest in King Eagle (China) until August 2022

 Prepaid services for the operation of the smart kiosk

 $
 -

 $

 Total

 $
 -

 $

 Amounts
due to related parties are payables arising from transactions between the Company and related parties, such as payments of operating
expenses by such related parties on behalf of our entities in PRC and funding to meet working capital requirements. The payables owed
to the related parties are interest free, unsecured, and repayable on demand.

 F- 28

 Amounts
due to related parties consisted of the following:

 Name of related party

 Relationship

 Nature of transactions

 2023

 2022

 Ms. Chengyuan Li

 Operational support to King Eagle (Tianjin) to meet its working capital requirements

 $
 1,069,078

 $
 -

 Ms. Jinjing Zhang

 Operational support to King Eagle (Tianjin) to meet its working capital requirements

 2,331

 -

 Ms. Xiujin Wang

 Operational support to King Eagle (Tianjin) to meet its working capital requirement.

 246,711

 Total

 $

 $

 NOTE
11 - EQUITY

as of September 9, 2021, the Company's Articles of Incorporation were amended to increase the Company's authorized capital
to 210,000,000 authorized shares of Capital Stock with 200,000,000 designated as $ 0.0001 par value Common Stock, and 10,000,000 designated
as $ 0.0001 par value Preferred Stock.

on October 12, 2022, a Certificate of Amendment was filed with the Nevada Secretary of State to increase the authorized number of shares
of the Corporation's $ 0.0001 par value common stock (the "Common Stock") from 200,000,000 shares to 1,000,000,000 shares
of Common Stock.

 The
Company's board of directors approved and declared a 10:1 forward split of its common stock on September 6, 2022. As a result of
the stock split, holders of pre-split shares of common stock have the right to receive post-split shares of common stock at a ratio of
ten (10) shares of post-split common stock for every one (1) share of pre-split common stock. The stock split had a record date on September
16, 2022 and an effective date on October 18, 2022. No fractional shares will be issuable as a result of the Forward Stock Split. After
the forward stock split, the issued and outstanding of our common stock is 400,000,000 shares with par value per share remained unchanged
at 0.0001 per share after the stock split.

 Preferred
stock

 The
Company's authorized shares of preferred stock were 10,000,000 shares, with a par value of $ 0.0001, which may be issued in series
and with such voting powers, designations, preferences, limitations, restrictions, and relative rights as the Board of Directors shall
determine in its sole discretion shall remain authorized. No shares of preferred stock were issued and outstanding as of September 30,
2023 and 2022.

 Common
stock

 With
the retrospective effect of the increase in authorized shares of common stock and 10:1 forward stock split, the Company's authorized
shares of common stock were 1,000,000,000 and 1,000,000,000 shares with a par value of $ 0.0001, as of September 30, 2023, and 2022, respectively.
The issued and outstanding shares of common stock were 400,000,000 as of September 30, 2023 and 2022, respectively.

 F- 29

 Restricted
net assets

 Our
ability to pay dividends is primarily dependent on us receiving distributions of funds from its subsidiary or VIE. Relevant PRC statutory
laws and regulations permit payments of dividends by only out of its retained earnings, if any, as determined in accordance with PRC
accounting standards and regulations and after it has met the PRC requirements for appropriation to statutory reserves. Share capital
of the PRC subsidiary and VIE included in the Company's consolidated net assets are also non-distributable for dividend purposes.
The results of operations reflected in the accompanying consolidated financial statements prepared in accordance with U.S. GAAP differ
from those reflected in the statutory financial statements of KP Tian Yu, the foreign-invested enterprise, King Eagle (China), King Eagle
(Tianjin), the VIE and its subsidiaries. The Company is required to set aside at least 10 % of their after-tax profits each year, if any,
to fund certain statutory reserve funds until such reserve funds reach 50 % of its registered capital. In addition, the Company may allocate
a portion of its after-tax profits based on PRC accounting standards to enterprise expansion fund and staff bonus and welfare fund at
its discretion. The statutory reserve funds and the discretionary funds are not distributable as cash dividends.

 As
a result of the foregoing restrictions, KP Tian Yu, King Eagle (China) and King Eagle (Tianjin) are restricted in their ability to transfer
their net assets to the Company. Foreign exchange and other regulation in the PRC may further restrict these two entities from transferring
funds to the Company in the form of dividends, loans and advances. As of September 30, 2022, and 2021, the Company had negative net assets
which included common stock, additional paid-in capital, subscription receivable, accumulated deficit and foreign exchange translation
adjustment of its subsidiaries in BVI, Hong Kong and the PRC and the VIE that are included in the Company's consolidated financial
statements. As of September 30, 2023, King Eagle (China), King Eagle (Tianjin) and KP Tian Yu incurred negative assets in the amount
of $ 1,080,228, $ 2,069,494 and $ 611, respectively. As of September 30, 2022, King Eagle (China), King Eagle (Tianjin) and KP Tian Yu incurred
negative assets in an amount of $ 844,025, $ 2,311,792 and $ 351, respectively. Accordingly, the Company did not accrue statutory reserve
funds as of September 30, 2023 and 2022.

 NOTE
12- INCOME TAXES

 The
Company accounts for income taxes pursuant to the accounting standards that requires the recognition of deferred tax assets and liabilities
for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities, and for the
expected future tax benefit to be derived from tax losses and tax credit carryforwards. Additionally, the accounting standards require
the establishment of a valuation allowance to reflect the likelihood of realization of deferred tax assets. The Company and its subsidiaries
file separate income tax returns.

 F- 30

 United
States

 Kun
Peng International Limited is incorporated in the State of Nevada and is subject to the United States federal income tax. No provision
for income taxes in the U.S. has been made as the Company has no U.S. taxable income for the years ended September 30, 2023, and 2022.

 British
Virgin Islands

 KP
International Holding is a holding corporation organized as an International Business Company under the laws of the British Virgin Islands
("BVI"), and its principal operating subsidiaries are organized under the laws of Hong Kong and the laws of the PRC. KP International
and its subsidiaries are not subject to income taxes in the BVI.

 Hong
Kong

 The
two-tier profits tax rates system was introduced under the Inland Revenue (Amendment)(No.3) Ordinance 2018 ("the Ordinance")
of Hong Kong became effective for the assessment year 2018/2019. Under the two-tier profit tax rates regime, the profits tax rate for
the first $ 0.26 million (HKD 2 million) of assessable profits of a corporation will be subject to the lowered tax rate, 8.25 % while the
remaining assessable profits will be subject to the legacy tax rate, 16.5 %. The Ordinance only allows one entity within a group of "connected
entities" is eligible for the two-tier tax rate benefit. An entity is a connected entity of another entity if (1) one of them has
control over the other; (2) both of them are under the control (more than 50% of the issued share capital) of the same entity; (3) in
the case of the first entity being a natural person carrying on a sole proprietorship business-the other entity is the same person carrying
on another sole proprietorship business.

 Since
KP (China) and KP (Hong Kong) are wholly owned and under the control of KP International Holding, these entities are connected entities.
Under the Ordinance, it is an entity's election to nominate the entity that will be subject to the two-tier profits tax rates on
its profits tax return. The election is irrevocable. The Company elected KP (Hong Kong) to be subject to the two-tier profits tax rates.
KP (China) and KP (Hong Kong) did not earn any income that was derived in Hong Kong for years ended September 30, 2023 and 2022 and therefore,
KP (China) and KP (Hong Kong) were not subject to Hong Kong profits tax for the periods reported.

 Since
the two-tier profit tax rates regime is tentative, we applied the original profits tax rate, 16.5 %, for the calculation of deferred taxes
for our subsidiaries in Hong Kong.

 PRC

 The
PRC's statutory income tax rate is 25 %. The Company's subsidiaries and VIE registered in the PRC are subject to income tax
rate of 25 %, unless otherwise specified.

 Income
tax expense was comprised of the following:

 SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE BENEFIT

 2023

 2022

 September 30

 2023

 2022

 Current

 $

 $

 Federal

 -

 -

 State

 -

 -

 -

 -

 Total current

 -

 -

 Federal

 -

 -

 State

 -

 -

 -

 -

 Total deferred

 -

 -

 Total income tax expense

 $
 -

 $
 -

 F- 31

 A
reconciliation between the Company's actual provision for income taxes and the provision at the statutory rate is as follow:

 SCHEDULE OF RECONCILIATION OF PROVISION OF INCOME TAX

 2023

 2022

 2023

 2022

 Loss before income tax expense

 $
)

 $
)

 Computed tax expense with statutory tax rate

 21.0
 %

 21.0
 %

 Impact of different tax rates in other jurisdictions

 3.4
 %

 3.5
 %

 Tax effect of non-deductible expenses

 ( 2.2
)%

 ( 0.3
)%

 Change in valuation allowance

 ( 22.2
)%

 ( 24.2
)%

 Effective tax rate

 %

 %

tax assets included the following:

 SCHEDULE OF DEFERRED TAX ASSETS

 2023

 2022

 2023

 2022

 Deferred tax assets

 $

 $

 Net operating loss carryforwards

 1,362,897

 922,114

 Staff education expense

 1,691

 -

 Total deferred tax assets

 1,364,588

 922,114

 Valuation allowance

 ( 1,364,588
)

 ( 922,114
)

 Total deferred tax assets, net

 $
 -

 $
 -

 As
of September 30, 2023, and 2022, the Company had generated gross net operating loss carryforwards in an amount of $ 5,618,681 and $ 3,807,069.
As of September 30, 2023 and 2022, our US entity generated gross net operating loss carryforwards in an amount of $ 1,001,412 and $ 726,495,
respectively, available to offset future taxable income. For net operating losses arising after December 31, 2017, the Tax Act limits
the Company's ability to utilize NOL carryforwards to 80 % of taxable income and carryforwards the NOL indefinitely. NOLs generated
prior to January 1, 2018, will not be subject to the taxable income limitation and will begin to expire in 2033 if not utilized.

 The
Companies in Hong Kong incurred gross net operating loss carryforwards in an amount of $ 10,245 and $ 3,548 as of September 30, 2023 and
2022, respectively. The net operating loss generated in Hong Kong is carried forward indefinitely.

 Our
entities in the PRC generated $ 4,607,024 and $ 3,077,026 gross net operating loss carryforwards as of September 30, 2023, and 2022, respectively.
Those net operating loss carryforwards can be used to offset taxable income in future periods and reduce the income taxes payable of
our PRC entities in those future periods and will expire 5 years from the date they were incurred if they are not used. If not utilized,
approximately $ 208,802, $ 1,438,207, $ 1,430,017 and $ 1,529,998 will expire in the years 2025, 2026, 2027 and 2028, respectively.

 At
this time, the Company considered it is more likely than not that its US, Hong Kong and PRC entities have sufficient taxable income in
the near future that will allow us to realize these DTAs. Therefore, the Company recorded a full valuation allowance against all of its
deferred tax assets as of September 30, 2023, and 2022. The Company intends to continue maintaining a full valuation allowance on its
deferred tax assets until there is sufficient evidence to support the reversal of all or portion of these allowances.

 F- 32

 NOTE
13 - RIGHT-OF-USE ASSETS AND LEASE

 The
Company has operating leases for its office facilities and employee accommodation. Leases with an initial term of 12 months or less are
not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term.

 The
following table provides a summary of leases as of September 30, 2023 and 2022:

 SUMMARY
OF OPERATING LEASE ASSETS AND LIABILITIES

 Assets/liabilities

 2023

 2022

 Operating lease right-of-use assets

 Operating lease assets

 $
 479,427

 $
 675,655

 Liabilities

 Current

 Operating lease liability - current

 Current operating lease liabilities

 $
 318,422

 $
 304,753

 Long-term

 Operating lease liability – net of current portion

 Long-term operating lease liabilities

 $

 $

 Total lease liabilities

 $
 414,329

 $
 568,877

 The
operating lease expense for the years ended September 30, 2023, and 2022 was as follows:

 SUMMARY
OF OPERATING LEASE EXPENSE

 Lease Cost

 2023

 2022

 September 30

 Lease Cost

 2023

 2022

 Operating lease cost

 General and administrative

 $
 330,626

 $
 398,133

 Total lease cost

 $
 330,626

 $
 398,133

 Maturities
of operating lease liabilities as of September 30, 2023, were as follow:

 SCHEDULE OF MATURITY OF OPERATING LEASE LIABILITIES

 Maturity of Lease Liabilities

 Operating
 Leases

 2024

 $
 331,190

 2025

 97,074

 2026

 -

 2027

 -

 2028

 -

 Thereafter

 -

 Total lease payments

 $
 428,264

 Less: interest

 ( 13,935
)

 Present value of lease payments

 $
 414,329

 Maturities
of operating lease liabilities as of September 30, 2022, were as follow:

 Maturity of Lease Liabilities

 Operating
 Leases

 2023

 $
 328,832

 Next 12 Months for 2024 and 2023 respectively

 328,832

 2024

 273,520

 2025

 -

 2026

 -

 2027

 -

 Thereafter

 -

 Total lease payments

 $
 602,352

 Less: interest

 ( 33,475
)

 Present value of lease payments

 $
 568,877

 F- 33

 Supplemental
information related to operating leases was as follows:

OF OPERATING LEASES

 2023

 2022

 September 30

 2023

 2022

 Cash paid for amounts included in the measurement of lease liabilities

 $
 271,259

 $
 500,460

 New operating lease assets obtained in exchange for operating lease liabilities

 $
 113,012

 $
 750,486

 Weighted average remaining lease term

 1.47 year

 2.3 years

 Weighted average discount rate

 4.31
 %

 4.72
 %

 The
amortization expense was $ 326,255 and $ 386,152 for the years ended September 30, 2023 and 2022, respectively.

 NOTE
14 - COMMITMENTS AND CONTINGENCIES

 Purchase
and service commitments

 King
Eagle (China) and King Eagle (Tianjin) entered into multiple purchase and service commitments. As of September 30, 2023 and 2022, King
Eagle (China) and King Eagle (Tianjin) had purchase and service commitments in an amount of $ 15,327 and $ 53,910, respectively.

 NOTE
15 - SUBSEQUENT EVENT

 On
October 26, 2023, we established Kun Zhi Jian (Huai'an) Technology Co., Ltd. ("Kun Zhi Jian (Huai'an)")
under the laws of the People's Republic of China, with a registered capital of approximately $ 0.14 million (RMB 1 million). The
entity is located in Jiangsu province, PRC. It is a wholly-owned subsidiary of King Eagle VIE. This entity commenced operations in
November 2023 and primarily focuses on marketing and selling physiotherapy equipment products.

 As
of September 30, 2023, the Company evaluated and concluded that there are no subsequent events that would require recognition or
disclosure in the financial statements, other than as disclosed above.

 F- 34