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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 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 No. 333-271858

 DFP

 (Exact
name of registrant as specified in its charter)

 Nevada

 None

 (State
 or other jurisdiction

 of
 incorporation or organization)

 (I.R.S.
 Employer

 Identification
 No.)

 2F-1,
No. 178-5, Section 2, Chang'an East Road

 Zhongshan
District, Taipei City

 Taiwan

 (Address
of principal executive offices, zip code)

 Tel:
 (886) 2 8772 2001

 (Registrant's
telephone number, including area code)

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 15(d) of the Act.

 Yes
 No

by check mark whether the issuer (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 and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No

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

 Large
Accelerated Filer Accelerated Filer Non-accelerated Filer Smaller reporting company Emerging growth company

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

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

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 Exchange Act Rule 12b-2 of the Exchange Act): Yes No

 APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12,13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes. No

 APPLICABLE
ONLY TO CORPORATE ISSUERS

 There
is no public trading market for the shares of Common Stock of DFP Holdings Limited. As a result, the aggregate market value of the common
units held by non-affiliates of DFP Holdings Limited cannot be determined.

 As
of December 28, 2023, there were 215,212,900 shares of Common Stock, $0.0001 par value per share, outstanding.

 DFP

 FORM

 FOR
THE FISCAL 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 Disclosure

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6.

 Selected Financial Data

 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, and Director Independence

 Item 14.

 Principal Accounting Fees and Services

 Item 15.

 Exhibits, Financial Statement Schedules

 SIGNATURES

 CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This
Annual Report on Form 10-K of DFP Holdings Limited, a Nevada corporation (the "Company"), contains "forward-looking
statements," as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify
forward-looking statements by terminology such as "may", "will", "should", "could", "expects",
"plans", "intends", "anticipates", "believes", "estimates", "predicts",
"potential" or "continue" or the negative of such terms and other comparable terminology. These forward-looking
statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and
expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.
Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within
which we operate could materially affect our actual results.

 Our
management has included projections and estimates in this Form 10-K, which are based primarily on management's experience in the
industry, assessments of our results of operations, discussions, and negotiations with third parties and a review of information filed
by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking
statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward - looking statements
to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

 PART
I

 ITEM
1. BUSINESS

 CORPORATE
HISTORY

 DFP
Holdings Limited, a Nevada corporation (the "Company"), was incorporated in the State of Nevada on December 8, 2021.

 On
December 8, 2021, Mr. Hsu Shou Hung ("Mr. Hsu"), a founder of the Company, was appointed as Chief Executive Officer, Chief
Financial Officer, President, Secretary, Treasurer, and sole director of the Company. Currently, Mr. Hsu is our sole officer and director.

 On
March 8, 2022, the Company's wholly owned subsidiary, DFP Holdings Limited, was formed in Seychelles (the "Seychelles Company").
The Seychelles Company is structured as an intermediate holding company for tax purposes, and operates business through its wholly owned
subsidiary, DFP Holdings Limited, a company incorporated in Taiwan (the "Taiwan Company").

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

 As
of September 30, 2023, Mr. Hsu collectively owns 96,260,000 shares of restricted Common Stock and is a 45.01% shareholder of the
Company.

 DESCRIPTION
OF BUSINESS

 We
are an emerging educational service company with principal business operations in Taiwan. We offer both online and offline educational
services from a wide array of programs and courses centered on business development and management training and self-media production
to our learners. Relevant information is available on our website at

 We
offer various membership tiers to suit our members' diverse needs and provide a platform for our members to exchange their business
information, to host or attend meetings or events and hence to facilitate business opportunities.

 REVENUE
MODEL

 We
provide both traditional face to face and online learning types and currently we provide two principal streams of studies including self-media
production and business development to the learners in Taiwan, respectively.

 The
following table provides information about disaggregated revenue based on revenue by service lines:

 Year
 ended September 30, 2023

 From

 (Inception)
 to September 30, 2022

 Type
 of learning

 Studies
 or membership

 Number
 of person-times

 Revenue

 Number
 of person-times

 Revenue

 $

 %

 $

 %

 Offline face to face:

 Self-media production (1)

 $

 239,795

 19.72

 $

 18,990

 17.08

 Business development (2)

 630,234

 51.82

 14,542

 13.08

 BAS commercial membership (3)(iii)

 23,028

 1.89

 3,905

 3.51

 Online:

 Self-media production (1)

 318,840

 26.22

 73,681

 66.26

 Subscribed membership
 (3)(ii)

 4,233

 0.35

 0.07

 Total

 1,614

 $

 1,216,130

 100.00

 %

 $

 111,201

 100.00

 %

 1.

 Self-media production
 study

 Our
self-media production study aims to teach those entrepreneurs who are interested in promoting their businesses or products through
either traditional media or social media. This study covers separate courses with different topics including drafting and editing
the promotion contents, presentation skills, filming, recording or live recording, and video submission. We also teach individuals
or corporations how to operate social media platforms to gain traffic, to increase followers, and hence increase the sales of their
products or services.

 For
the year ended September 30, 2023, the offline face to face self-media production study attracted 595 person-times participating and
generated revenue of $239,795, approximately 20% of the total revenue.

 For
the year ended September 30, 2023, the online self-media production study attracted 552 person-times participating and generated revenue
of $318,840, approximately 26% of the total revenue. The lease is a short-term lease as defined in ASC 842 with a term of one year or less.

 2.

 Business development
 study

 In
relation of the business development study for entrepreneurs, we offer different topics and various duration face to face programs or
courses. The subjects or theme of classes include but are not limited to business operations, sales and marketing, leadership and management
skills, brand building and analysis, public speaking, capital raising, and business and strategic planning.

 For
the year ended September 30, 2023, the offline face to face business development study attracted 231 person-times participating and generated
revenue of $630,234, approximately 52% of the total revenue.

 3.

 Membership

 Potential
members may select from the following membership plans which provide a series of services:

 i.

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

 ii.

 Subscribed members:
 Members who subscribe to this level can have access to unlimited viewing of around 500 advanced branding analysis videos and several
 related short videos. This also includes the services available to a free member. Members at this tier are estimated to pay an annual
 fee of approximately $50.

 iii.

 BAS commercial members:
 Membership at this level is tailor made for entrepreneurs. In addition to the perks of a free and subscribed member, BAS commercial
 members are also provided with client weekly commercial meetings (including online and offline) to increase their entrepreneurial
 opportunities with other professional parties. We also provide business model analysis and sales strategies for their own business
 development. Finally, we organize training programs for our clients at the BAS commercial member level to improve their business
 operations and skills. Members at this tier are estimated to pay a registration fee of approximately $167 and an annual fee of approximately
 $667.

 For
the year ended September 30, 2023, 204 person-times subscribed to be the subscribed members and generated membership fees of $4,233 to
the Company.

 For
the year ended September 30, 2023, 32 person-times joined the BAS commercial membership and generated membership fees of $23,028 to the
Company, approximately 2% of the total revenue.

 ITEM
1A. RISK FACTORS

 Not
required by smaller reporting companies. We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of
1934 and are not required to provide the information under this item.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 None

 ITEM
2. PROPERTIES

 We
currently lease an office space under a short term lease from an external party at 2F-1, No. 178-5, Section 2, Chang'an East
Road, Zhongshan District, Taipei City, Taiwan, with an area of approximately 3,000 square
feet.

 ITEM
3. LEGAL PROCEEDINGS

 The
Company is not a party to any threatened or pending legal proceedings.

 ITEM
4. MINE SAFETY DISCLOSURES

 Not
applicable.

 PART
II

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

 We
have authorized capital stock consisting of 600,000,000 shares of Common Stock, $0.0001 par value per share ("Common Stock")
and 200,000,000 shares of preferred stock, $0.0001 par value per share ("Preferred Stock"). As of September 30, 2023, 213,855,500
shares of our Common Stock were issued.

 On
September 8, 2023, we received a notice of effectiveness from SEC. Since the effectiveness, we have not received a ticker symbol and
our shares of Common Stock have not been quoted on any exchange.

 ISSUANCE
OF SHARES AND HOLDERS

 During
the year ended September 30, 2023, the Company did not issue any shares of Common Stock.

 As
of September 30, 2023, we had 213,855,500 shares of our Common Stock, par value $0.0001 issued and outstanding. There were 150 beneficial
owners of our Common Stock.

 Our Chief Executive Officer, Chief Financial
Officer and sole director, Mr. Hsu Shou Hung ("Mr. Hsu"), collectively with his exclusively owned company, Terra Wave Holdings
Limited ("TERRA"), holds 96,260,000 shares or 45.01% of the outstanding shares of our Common Stock, comprised of his individual
ownership of Common Stock of 86,260,000 shares, as well as 10,000,000 shares held by TERRA.

 Between
November 1, 2023, and December 13, 2023, the Company sold 1,357,400 shares of restricted Common Stock to thirty-one (31)
individuals in a private placement at a price of $0.50 per share, for total proceeds of $678,700.

 After
the issuance of 1,357,400 shares of Common Stock from November 1, 2023, to December 13, 2023, Mr. Hsu's beneficial shareholding ownership changed
from 45.01% to 44.73% accordingly.

 As
of the date of this filing, we have 215,212,900 shares of Common Stock issued and outstanding and no shares of Preferred Stock are issued
and outstanding.

 TRANSFER
AGENT AND REGISTRAR

 As
of the date of this filing, we do not have a transfer agent.

 PENNY
STOCK REGULATIONS

 The
Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be an equity security
that has a market price of less than $5.00 per share. Our Common Stock, when and if a trading market develops, may fall within the definition
of penny stock and be subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities
to persons other than established customers and accredited investors (generally those with assets more than $1,000,000, or annual incomes
exceeding $200,000 individually, or $300,000, together with their spouse).

 For
transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities
and have received the purchaser's prior written consent to the transaction. Additionally, for any transaction, other than exempt
transactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated
by the Securities and Exchange Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable
to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole
market-maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market. Finally, monthly
statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market
in penny stocks. Consequently, the "penny stock" rules may restrict the ability of broker-dealers to sell our Common Stock
and may affect the ability of investors to sell their Common Stock in the secondary market.

 In
addition to the "penny stock" rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory
Authority ("FINRA") has adopted rules that require that in recommending an investment to a customer, a broker-dealer must
have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced
securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's
financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that
there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements
make it more difficult for broker-dealers to recommend that their customers buy our Common Stock, which may limit the investors'
ability to buy and sell our stock.

 DIVIDEND
POLICY

 Any
future determination as to the declaration and payment of dividends on shares of our Common Stock will be made at the discretion of our
Board of Directors out of funds legally available for such purpose. We are under no contractual obligations or restrictions to declare
or pay dividends on our shares of Common Stock. In addition, we currently have no plans to pay such dividends. Our Board of Directors
currently intends to retain all earnings for use in the business for the foreseeable future.

 SECURITIES
AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

 We
have not established any compensation plans under which equity securities are authorized for issuance.

 RECENT
SALES OF UNREGISTERED SECURITIES

 Between
November 1, 2023, and D ecember 13, 2023, the Company sold 1,357,400 shares of restricted Common Stock to thirty-one (31) individuals in a private placement at a price of
$0.50 per share, for total proceeds of $678,700.

 Set
forth below is a listing of the November and December 2023 sale of shares of restricted Common Stock:

 Name

 Number of Shares

 Lin Yueh Feng

 Hsu Tsui Lien

 Chou Yu Ju

 Chen Pei Ru

 Lu Po Wei

 Lim Yee Ching

 6,000

 Liu Chia Ling

 Lee Shih Pin

 Chen Yu Ching

 Chang Che Chih

 Lai Tung Ning

 Chen Jie Yu

 Lee Huai Ku

 Chang Po Hsuan

 Yang Ke Yu

 80,000

 Lin Yi Ying

 Chen Yung Sheng

 Liu Jui Hsin

 Chan Chih Chieh

 80,000

 Digital Content Culture Sdn. Bhd.

 22,000

 Yang Hsin Hua

 Yang Hui Chun

 30,000

 Lin Fang Yu

 80,000

 Chen Yu Huei

 Hsieh Meng Hua

 30,000

 Pressto Asia Sdn. Bhd.

 4,400

 Huang Wei Chin

 Chen Hsi Chen

 Tsan Jui Chin

 30,000

 Liu Chun O

 15,000

 Chen Chun Chieh

 Total

 1,357,400

 PURCHASES
OF EQUITY SECURITIES BY THE REGISTRANT AND AFFILIATED PURCHASERS

 We
have not repurchased any shares of our Common Stock during the fiscal year ended September 30, 2023.

 ITEM
6. SELECTED FINANCIAL DATA

 We
are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information
under this item.

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

 OVERVIEW

 DFP
Holdings Limited (the "Company" or "we") was incorporated in the State of Nevada on December 8, 2021, and has
a fiscal year end of September 30.

 GOING
CONCERN

 For
the year ended September 30, 2023, the Company incurred a net loss of $714,332 and used cash in operations of $215,101. These factors,
among others, raise substantial doubt about the Company's ability to continue as a going concern within one year of the date that
its financial statements are issued. In addition, the Company's independent registered public accounting firm, in their report
on the Company's September 30, 2023, audited financial statements, raised substantial doubt about the Company's ability to
continue as a going concern. The Company's financial statements included elsewhere in this annual report do not include any adjustments
that might be necessary should the Company be unable to continue as a going concern.

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

 CRITICAL
ACCOUNTING POLICIES AND ESTIMATES

 USE
OF ESTIMATES

 The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date
of the financial statements, and the reported amounts of revenues and expenses during the reporting year. Actual results could differ
from those estimates. Significant estimates include estimates for assumptions used in impairment testing of long-term assets and the accrual of potential liabilities.

 REVENUE
RECOGNITION

 The Company recognizes revenue in accordance with Financial Accounting Standard Board's ("FASB")
Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers, following the five-step model
prescribed by ASC 606, which includes (1) identifying the contracts
or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction
price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance
obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect
the consideration it is entitled to in exchange for the services it transfers to its clients.

 RECENT
ACCOUNTING PRONOUNCEMENTS

 See
Note 1 to the Consolidated Financial Statements.

 RESULTS
OF OPERATIONS

 2023:

 For
the year ended September 30, 2023, we generated revenue of $1,216,130.

 For
the year ended September 30, 2023, operating expenses were $1,910,632, including cost of revenue of $188,658, general and
administrative expenses of $909,960, general and administrative expenses to related party of $362,014 and impairment of prepaid
application development fee to related party of $450,000, respectively.

 2022:

 For
the period from December 8, 2021 (Inception) to September 30, 2022, we generated revenue of $111,201.

 For
the period from December 8, 2021 (Inception) to September 30, 2022, operating expenses were $844,242, including cost of revenue of
$41,540, general and administrative expenses of $37,366, general and administrative expenses to related party of $315,336 and
impairment of prepaid application development fee to related party of $450,000, respectively.

 Liquidity
and Capital Resources

 For the year ended September 30, 2023, the Company incurred a net loss of $714,332 and used cash in operations of
$215,101. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern within
one year of the date that its financial statements are issued. In addition, the Company's independent registered public accounting
firm, in their report on the Company's September 30, 2023, audited financial statements, raised substantial doubt about the Company's
ability to continue as a going concern. The Company's financial statements included elsewhere in this annual report do not include
any adjustments that might be necessary should the Company be unable to continue as a going concern.

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

 OFF-BALANCE
SHEET ARRANGEMENTS

 As
of September 30, 2023, we have no off-balance sheet arrangements that have or are reasonably likely to have a current or
future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that are material to our stockholders.

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 We
are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information
under this item.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 The
financial statements required by this item are in PART IV of this Annual Report.

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

 None.

 ITEM
9A. CONTROLS AND PROCEDURES

 DISCLOSURE
CONTROLS AND PROCEDURES

 Under
the supervision and with the participation of our management, including our principal executive and financial officer, we are responsible
for conducting an evaluation of the effectiveness of the design and operation of our internal controls and procedures, as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal year covered by this report. Disclosure
controls and procedures means that the material information required to be included in our Securities and Exchange Commission ("SEC")
reports is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms relating to our company,
including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when
this report was being prepared. Based on this evaluation, our principal executive and financial officer concluded as of the evaluation
date that our disclosure controls and procedures were not effective as of September 30, 2023 due to material weaknesses in our internal
control over financial reporting as described below.

 MANAGEMENT'S
ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule
13a-15. Internal control over financial reporting is defined in Rule 13a-15(f) and 15(d)-15(f) under the Exchange Act as a process
designed to provide reasonable assurance to the Company's management and Board of Directors regarding the preparation and fair
presentation of published financial statements. Management conducted an assessment of the Company's internal control over
financial reporting as of September 30, 2023, based on the framework and criteria established by the Committee of Sponsoring
Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013) (COSO). Based on the assessment, management
concluded that, as of September 30, 2023, the Company's internal controls over financial reporting was not
effective.

 We
identified material weaknesses in our internal controls over financial reporting. 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 our financial statements will not be prevented or detected on a timely basis.

 The
material weaknesses identified include (i) the Company did not maintain a functioning independent audit committee and did not maintain
an independent board; (ii) the Company had inadequate segregation of duties; and (iii) the Company had an insufficient number of personnel
with an appropriate level of U.S. GAAP knowledge and experience and ongoing training in the application of U.S. GAAP and SEC disclosure
requirements commensurate with the Company's financial reporting requirements.

 Notwithstanding
the identified material weaknesses, management has concluded that the Financial Statements included in this Annual Report on Form 10-K
present fairly, in all material respects, the Company's financial position, results of operations and cash flows for the periods
disclosed in conformity with U.S. GAAP.

 Planned remediation of material weaknesses

is actively engaged in developing and implementing remediation plans to address the material weaknesses described above. These remediation
efforts are ongoing and include or are expected to include preparation of written documentation of our internal control policies and
procedures, and to increase personnel and technical accounting expertise within the accounting function.

 CHANGES
IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

 There
was no change in our internal controls over financial reporting that occurred during the period covered by this Report, which has materially
affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

 This
annual report does not include an attestation report of the Company's registered independent public accounting firm regarding internal
control over financial reporting. Management's report was not subject to attestation by the Company's registered independent
public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management's
report in this Annual Report on Form 10-K.

 ITEM
9B. OTHER INFORMATION

 None.

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Biographical
information regarding the sole officer and director of the Company is provided below:

 NAME

 AGE

 POSITION

 Hsu Shou Hung

 President, Chief Executive
 Officer, Chief Financial Officer, Chairman of Board of Directors

 The
sole officer and director named above will serve until the next annual meeting of the stockholders or until his respective resignation
or removal from office. Thereafter, directors are anticipated to be elected for one-year terms at the annual stockholders' meeting.
Officers will hold their positions at the pleasure of the Board of Directors, absent any employment agreement, of which none currently
exists or is contemplated.

 Set
forth below is a brief description of the background and business experience of our sole officer and director.

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

 Mr.
Hsu brings to the Board of Directors his business leadership and extensive experience in consultancy,
education services and training.

 TERM
OF OFFICE

 All
directors hold office until the next annual meeting of the stockholders of the Company and until their successors have been duly elected
and qualified. The Company's Bylaws provide that the Board of Directors will consist of no less than three members. Officers are
elected by and serve at the discretion of the Board of Directors.

 DIRECTOR
INDEPENDENCE

 Our
Board of Directors is currently composed of one member who does not qualify as an independent director in accordance with the published
listing requirements of the NASDAQ Global Market (though the Company may have a plan to list on the NASDAQ Global Market later). The
NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least
three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business
dealings with us. In addition, our Board of Directors has not made a subjective determination as to our director that no relationships
exist which, in the opinion of our Board of Directors, would interfere with the exercise of independent judgment in carrying out the
responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our Board of Directors made
these determinations, our Board of Directors would have reviewed and discussed information provided by our director and us regarding
to our director's business and personal activities and relationships as they may relate to us and our management.

 CERTAIN
LEGAL PROCEEDINGS

 No
director, nominee for director, or executive officer of the Company has appeared as a party in any legal proceeding material to an evaluation
of his ability or integrity during the past five years.

 SIGNIFICANT
EMPLOYEES AND CONSULTANTS

 Other
than our sole officer and director, we currently have no other significant employees.

 AUDIT
COMMITTEE AND CONFLICTS OF INTEREST

 Since
we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by
such committees are performed by our directors. The Board of Directors has not established an audit committee and does not have an audit
committee financial expert, nor has the Board of Directors established a nominating committee. The Board is of the opinion that such
committees are not necessary since the Company is an early exploration stage company and has only two directors, and to date, such directors
have been performing the functions of such committees. Thus, there is a potential conflict of interest in that our directors and officers
have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions.

 There
are no family relationships among our directors or officers. Other than as described above, we are not aware of any other conflicts of
interest with any of our executive officers or directors.

 SECTION
16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

 Section
16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who own more than ten percent
of a registered class of our equity securities, file reports of ownership and changes in ownership with the SEC. Executive officers,
directors and greater-than-ten percent stockholders are required by SEC regulations to furnish us with all Section 16(a) forms they file.
Specific due dates for these reports have been established and the Company is required to report in this report any failure to file by
these dates.

 All
filing requirements were satisfied by the Company's officers, directors, and ten-percent holders.

 In
making these statements, we have relied on the written representation of our officers and directors or copies of the reports that they
have filed with the Commission.

 CODE
OF ETHICS

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

 SHAREHOLDER
PROPOSALS

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

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

 ITEM
11. EXECUTIVE COMPENSATION

 The
following tables set forth certain information about compensation paid, earned or accrued for services by our Chief Executive Officer
and Chief Financial Officer in the fiscal years ended September 30, 2023, and 2022:

 SUMMARY
COMPENSATION TABLE

 Name and principal position

 Year

 Salary ($)

 Bonus ($)

 Stock Compensation ($)

 Option Awards ($)

 Non-Equity Incentive Plan Compensation ($)

 Nonqualified Deferred Compensation Earnings ($)

 All Other Compensation ($)

 Total ($)

 Hsu Shou Hung (1)
Chief Executive Officer, Chief Financial Officer

 2023

 18,321

 22,500

 -

 -

 -

 -

 -

 $
 40,821

 Hsu Shou Hung (1)
Chief Executive Officer, Chief Financial Officer

 2022

 1,299

 -

 -

 -

 -

 -

 -

 $
 1,299

 (1)
 On
 December 8, 2021, Mr. Hsu, a founder of the Company, was appointed as Chief Executive Officer,
 Chief Financial Officer, and sole director of the Company. The Company have
 not adopted or established a formal policy or procedure for determining the amount of compensation
 paid to our executive officers and only began to pay Mr. Hsu from September 1, 2022
 onwards.

 Mr.
Hsu has an informal agreement with the Company whereas he was compensated approximately $40,821 (NT$1,270,000) and $1,299 (NT$40,000)
for his services provided to the Company for the year ended September 30, 2023 and for the period from December 8, 2021 (Inception) to
September 30, 2022, respectively.

 STOCK
OPTION GRANTS

 We
have not granted any stock options to our executive officers since our incorporation.

 EMPLOYMENT
AGREEMENTS

 Save
except for an informal agreement with our sole officer and director, Mr. Hsu Shou Hung for the year ended September 30, 2023, we do not
have an employment or consulting agreement with any officers or directors.

 COMPENSATION
DISCUSSION AND ANALYSIS

 DIRECTOR
COMPENSATION

 Our
Board of Directors does not currently receive any consideration for their services as members of the Board of Directors. The Board of
Directors reserves the right in the future to award the members of the Board of Directors cash or stock-based consideration for their
services to the Company, which awards, if granted shall be in the sole determination of the Board of Directors.

 EXECUTIVE
COMPENSATION PHILOSOPHY

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

 INCENTIVE
BONUS

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

 LONG-TERM,
STOCK BASED COMPENSATION

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

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

 Information
relating to beneficial ownership of Common Stock by our principal shareholders and management is based upon information furnished by
each person using "beneficial ownership" concepts under the rules of the Securities and Exchange Commission. Under these
rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power
to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security.
The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within
60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same
securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial
interest. Except as noted below, each person has sole voting and investment power.

 The
following table lists, as of September 30, 2023, the number of shares of Common Stock of the Company that are beneficially owned by (i)
each person or entity known to the Company to be the beneficial owner of more than 5% of our outstanding Common Stock; (ii) each officer
and director of the Company; and (iii) all officers and directors if any as a group.

 The
percentages below are calculated based on 213,855,500 shares of our Common Stock issued and outstanding as of September 30, 2023. We
do not have any outstanding warrant, options, or other securities exercisable for or convertible into shares of our Common Stock.

 Name of Beneficial Owner

 Number of Common Stock Owned

 Percentage of Ownership

 Sole Officer and Director

 Hsu Shou Hung (1)

 96,260,000

 45.01
 %

 5% Shareholders

 CPN Investment Limited (2)

 15,000,000

 7.01
 %

 Leader Capital Holdings Corp. (3)

 15,000,000

 7.01
 %

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

 (2)
Mr. Lin Yi Hsiu ("Mr. Jeff Lin") is the sole shareholder of CPN Investment Limited ("CPN").

 (3)
Mr. Lin Yi Hsiu ("Mr. Jeff Lin"), Chief Executive Officer and a director of Leader Capital Holdings Corp.
("LCHC"), collectively with his beneficially owned or controlled companies, ultimately holds 58,537,778 shares of common
stock of LCHC, or approximately 28.35% of LCHC's total issued and outstanding shares of common stock.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

 None.

 ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 Below
is the aggregate amount of fees billed for professional services rendered by our principal accountants with respect to our last two fiscal
years:

 Year ended

 For the period from December 8, 2021

 Audit fees

 $
 27,500

 $
 17,500

 Audit related fees

 -

 -

 Total

 $
 27,500

 $
 17,500

 The
category of "Audit fees" includes fees for our annual audit, quarterly reviews and services rendered in connection with regulatory
filings with the SEC, such as the issuance of comfort letters and consents.

 The
category of "Audit-related fees" includes employee benefit plan audits, internal control reviews and accounting consultation.

 All
the professional services rendered by principal accountants for the audit of our annual financial statements that are normally provided
by the accountant in connection with statutory and regulatory filings or engagements by Weinberg & Company, P.A. (2023 and 2022)
were approved by our Board of Directors.

 PART
IV

 ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 (a)
Exhibits

 The
following exhibits are filed or "furnished" herewith:

 Number

 Description

 3.1

 Certificate of Incorporation (1)

 3.2

 By-laws (1)

 31.1

 Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

 32.1

 Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

 101.INS

 101.SCH

 Schema Document*

 101.CAL

 Calculation Linkbase Document*

 101.DEF

 Definition Linkbase Document*

 101.LAB

 Label Linkbase Document*

 101.PRE

 Presentation Linkbase Document*

 Cover Page Interactive

 (1)

 Previously filed and incorporated
 in the Company's Registration Statement, Amendment No.3 to Form S-1 (File No. 333-271858)
 with the Securities and Exchange Commission on September 6, 2023.

 *
Filed herewith.

 (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus
for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 SIGNATURES

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

 DFP HOLDINGS LIMITED

 (Name of Registrant)

 Date: December 28, 2023

 By:

 /s/ Hsu
 Shou Hung

 Name:

 Hsu Shou Hung

 Title:

 Chief Executive Officer and Chief Financial Officer
 (Principal Executive Officer and Principal Financial and Accounting Officer)

TO CONSOLIDATED FINANCIAL STATEMENTS

 Page
 #

 Consolidated
 Financial Statements

 Report of Independent Registered Public Accounting Firm (PCAOB ID: 572)

 Consolidated Balance Sheets as of Sepetmber 30, 2023, and 2022

 Consolidated Statements of Operations and Comprehensive Loss for the year ended September 30, 2023 and for the period from December 8, 2021 (Inception) to September 30, 2022

 Consolidated Statements of Stockholders' Equity for the year ended September 30, 2023 and for the period from December 8, 2021 (Inception) to September 30, 2022

 Consolidated Statements of Cash Flows for the year ended September 30, 2023 and for the period from December 8, 2021 (Inception) to September 30, 2022

 Notes to Consolidated Financial Statements

 – F-13

 F- 1

 Report
of Independent Registered Public Accounting Firm

 To
the Stockholders and the Board of Directors of DFP Holdings Limited

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of DFP Holdings Limited (the "Company") as of September 30,
2023 and 2022, the related consolidated statements of operations and comprehensive loss, stockholders' equity, and cash flows
for the year ended September 30, 2023, and for the period from December 8, 2021 (Inception) to September 30, 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 year ended September 30, 2023, and for the period from December 8, 2021 (Inception) to September 30, 2022, in conformity with accounting principles
generally accepted in the United States of America.

 Going
Concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
1 to the financial statements, during the year ended September 30, 2023, the Company incurred a net loss and had negative cash flows
from operations. These conditions raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans in relation to these matters are also described in Note 1. 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 these financial
statements based on our audits. We are a public accounting firm registered with the Public Accounting Oversight Board (United States)
("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws
and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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

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

 We
have served as the Company's auditor since 2022.

 /s/ Weinberg
& Company, P.A.

 Los
Angeles, California

 December
28, 2023

 F- 2

 DFP

 CONSOLIDATED
BALANCE SHEETS

 AS
OF SEPTEMBER 30, 2023, AND 2022

 ASSETS

 Current assets:

 Cash and cash equivalents

 $
 763,591

 $

 Accounts receivable

 -

 18,554

 Other current assets-deposits

 15,095

 -

 Prepaid expenses-related party

 25,357

 10,221

 Total current assets

 804,043

 1,490,281

 Non-current assets:

 Property and equipment, net

 12,767

 -

 TOTAL ASSETS

 $
 816,810

 $
 1,490,281

 LIABILITIES AND STOCKHOLDERS' EQUITY

 Current liabilities:

 Accounts payable and accrued liabilities

 $
 73,325

 $
 34,522

 Deferred revenue

 28,698

 9,324

 Due to officer

 4,257

 13,627

 Total liabilities

 106,280

 57,473

 Stockholders' equity:

 Preferred Stock, $ 0.0001 par value; 200,000,000 shares authorized; no shares issued and outstanding

 -

 -

 Common Stock, $ 0.0001 par value; 600,000,000 shares authorized; 213,855,500 shares issued and outstanding

 Additional paid in capital

 Accumulated other comprehensive loss

 ( 12,561
)

)

 Accumulated deficit

 ( 1,447,009
)

)

 Total stockholders' equity

 710,530

 1,432,808

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 $
 816,810

 $
 1,490,281

 See
accompanying notes to the consolidated financial statements.

 F- 3

 DFP

 CONSOLIDATED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

 FOR
THE YEAR ENDED SEPTEMBER 30, 2023,

 AND
FOR THE PERIOD FROM DECEMBER 8, 2021 (INCEPTION) TO SEPTEMBER 30, 2022

 Year ended

 For the period from

 REVENUES:

 Service revenue

 $
 1,216,130

 $
 111,201

 OPERATING COSTS AND EXPENSES:

 Cost of service revenue

 188,658

 41,540

 General and administrative expense

 909,960

 37,366

 General and administrative expense-related party

 362,014

 315,336

 General and administrative expense

 362,014

 315,336

 Impairment of prepaid application development fee-related party

 Total operating costs and expenses

 1,910,632

 844,242

 LOSS FROM OPERATIONS

 ( 694,502
)

 ( 733,041
)

 OTHER INCOME:

 Interest income

 8,160

 LOSS BEFORE INCOME TAXES

 ( 686,342
)

)

 Income taxes

 ( 27,990
)

 -

 NET LOSS

 ( 714,332
)

)

 Other comprehensive loss

 - Foreign currency translation loss

 ( 7,946
)

)

 COMPREHENSIVE LOSS

 $
 ( 722,278
)

 $
 ( 737,292
)

 NET LOSS PER SHARE

 $
 ( 0.00
)

 $
 ( 0.00
)

 WEIGHTED AVERAGE NUMBER OF COMMON STOCK OUTSTANDING

 155,424,448

 See
accompanying notes to the consolidated financial statements.

 F- 4

 DFP

 CONSOLIDATED
STATEMENTS OF STOCKHOLDERS' EQUITY

 FOR
THE YEAR ENDED SEPTEMBER 30, 2023,

 AND
FOR THE PERIOD FROM DECEMBER 8, 2021 (INCEPTION) TO SEPTEMBER 30, 2022

 Number of
 Shares

 Amount

 Paid-in
 Capital

 Comprehensive
 Loss

 Accumulated
 Deficit

 Stockholders'
 Equity

 Common Stock

 Additional

 Accumulated
 Other

 Total

 Number of
 Shares

 Amount

 Paid-in
 Capital

 Comprehensive
 Loss

 Accumulated
 Deficit

 Stockholders'
 Equity

 Balance, December 8, 2021 (Inception)

 -

 $
 -

 $
 -

 $
 -

 $
 -

 $
 -

 Shares issued for founders

 200,000,000

 -

 -

 -

 Shares issued for cash in private placements

 13,855,500

 1,386

 -

 -

 2,150,100

 Foreign currency translation

 -

 -

 -

)

 -

)

 Net loss

 -

 -

 -

 -

)

)

 Balance as of September 30, 2022

)

)

 1,432,808

 Balance

 $

 $

 $
)

 $
)

 $
 1,432,808

 Foreign currency translation

 -

 -

 -

 ( 7,946
)

 -

 ( 7,946
)

 Net loss

 -

 -

 -

 -

 ( 714,332
)

 ( 714,332
)

 Balance as of September 30, 2023

 $

 $

 $
 ( 12,561
)

 $
 ( 1,447,009
)

 $
 710,530

 Balance

 $

 $

 $
 ( 12,561
)

 $
 ( 1,447,009
)

 $
 710,530

 See
accompanying notes to the consolidated financial statements.

 F- 5

 DFP

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 FOR
THE YEAR ENDED SEPTEMBER 30, 2023,

 AND
FOR THE PERIOD FROM DECEMBER 8, 2021 (INCEPTION) TO SEPTEMBER 30, 2022

 Year ended September 30, 2023

 For the period from

 Cash flows from operating activities:

 Net loss

 $
 ( 714,332
)

 $
)

 Adjustments to reconcile net loss to net cash used in operating activities:

 Depreciation

 2,731

 -

 Impairment of prepaid application development fee-related party

 Changes in operating assets and liabilities:

 Accounts receivable

 18,554

 ( 18,554
)

 Other current assets-deposits

 ( 15,095

)

 -

 Prepaid expenses-related party

 ( 15,136
)

 ( 10,221
)

 Accounts payable and accrued liabilities

 38,803

 34,522

 Deferred revenue

 19,374

 9,324

 Net cash used in operating activities

 ( 215,101
)

 ( 267,606
)

 Cash flows from investing activities:

 Prepaid application development fee-related party

 ( 450,000
)

 ( 450,000
)

 Purchase of property and equipment

 ( 15,399
)

 -

 Net cash used in investing activities

 ( 465,399
)

 ( 450,000
)

 Cash flows from financing activities:

 Proceeds from sales of common stock

 -

 2,170,100

 (Repayment to) advances from officer

 ( 9,370
)

 13,627

 Net cash (used in) provided by financing activities

 ( 9,370
)

 2,183,727

 Effect of exchange rate changes in cash and cash equivalents

 ( 8,045
)

)

 NET CHANGE IN CASH AND CASH EQUIVALENTS

 ( 697,915
)

 CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR / PERIOD

 -

 CASH AND CASH EQUIVALENTS, END OF YEAR / PERIOD

 $
 763,591

 $

 Supplemental information

 Income taxes paid

 $

 $
 -

 See
accompanying notes to the consolidated financial statements.

 F- 6

 DFP

 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

 FOR
THE YEAR ENDED SEPTEMBER 30, 2023,

 AND
FOR THE PERIOD FROM DECEMBER 8, 2021 (INCEPTION) TO SEPTEMBER 30, 2022

 1.
 BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Description
of business

 DFP
Holdings Limited, a Nevada corporation (the "Company"), was incorporated in the State of Nevada on December
8, 2021. The Company provides online and offline
educational services in Taiwan. The Company has a September 30 fiscal year end.

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

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

 Going
concern

 The
accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the
settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements
for the year ended September 30, 2023, the Company incurred a net loss of $ 714,332
and used cash in operations of $ 215,101.
These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern within one
year of the date that these financial statements are issued. The accompanying financial statements do not include any adjustments
that might be necessary should the Company be unable to continue as a going concern.

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

 Risks
& uncertainties resulting from inflation, COVID-19, and geopolitical instability

 As
a result of the COVID-19 pandemic and actions taken to slow its spread, the ongoing military conflict between Russia and Ukraine, and other geopolitical and macroeconomic factors beyond our control, the global credit and financial markets
have experienced extreme volatility, including diminished liquidity and credit availability, declines in consumer confidence, declines
in economic growth, increases in unemployment rates and uncertainty about economic stability.

 If equity and credit
markets deteriorate, it may affect our ability to raise equity capital, borrow on our existing facilities, access our existing cash,
or make any additional necessary debt or equity financing more difficult to obtain, more costly and/or more dilutive.

 F- 7

 Basis
of presentation

 The
accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted
in the United States of America ("US GAAP").

 The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiaries, Tide Holdings Limited (TIDE), DFP Holdings Limited (Seychelles) (the "Seychelles Company"),
and DFP Holdings Limited (Taiwan) (the "Taiwan Company"). Intercompany accounts and transactions have been eliminated in
consolidation.

 Use
of estimates

 The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and
liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting year.
Actual results could differ from those estimates. Significant estimates include estimates for assumptions used in impairment testing
of long-term assets, and the accrual of potential liabilities.

 Revenue
recognition

 The
Company recognizes revenue in accordance with Financial Accounting Standard Board's ("FASB") Accounting Standards Codification
("ASC") Topic 606, Revenue from Contracts with Customers, following the five-step model prescribed by ASC 606, which
includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or
agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5)
recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is
probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.

 The
Company's revenue consists of revenue from providing online and offline educational services ("service revenue").
Revenue is recognized in the period in which the services are delivered, in an amount that reflects the consideration the Company
expects to be entitled to in exchange for those services. The Company offers no discounts, rebates, rights of return, or other
allowances to clients which would result in the establishment of reserves against service revenue. Additionally, to date, the
Company has not incurred incremental costs in obtaining a client contract. The Company recognizes revenue from subscription services
ratably over the subscription period. The Company recognizes deferred revenue at each period end for contracts that have been paid
but which the related service has not been performed or delivered.

 F- 8

 Cost
of revenue

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

 Cash
and cash equivalents

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

 SCHEDULE OF CASH AND CASH EQUIVALENTS

 2023

 2022

 As of
 September 30,

 2023

 2022

 Cash and cash equivalents

 Denominated in United States Dollars

 $
 480,406

 $
 1,378,501

 Denominated in New Taiwan Dollars

 283,185

 83,005

 Cash and cash equivalents

 $
 763,591

 $

 Financial
instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash. As of September
30, 2023, substantially all the Company's cash was held by two major financial institutions located in Taiwan, which management
believes is of high credit quality. At September 30, 2023, none of the Company's cash accounts are insured by the U.S. Federal
Deposit Insurance Corporation (the "FDIC").

 Accounts
receivable

 Accounts
receivable is recorded at the invoiced amounts net of an allowance for expected losses. The Company evaluates the collectability of
our accounts receivable based on several factors. In circumstances where it becomes aware of a specific customer's inability
to meet its financial obligations to us, a specific reserve for bad debts is estimated and recorded which reduces the recognized
receivable to the estimated amount that management believes will ultimately be collected. In addition to specific customer
identification of potential bad debts, bad debt charges are recorded based on our historical losses and an overall assessment of
past due accounts receivable outstanding. At September 30, 2023 and 2022, the Company had no
reserve recorded for uncollectible accounts receivable.

 Property
and equipment

 Property
and equipment are recorded at cost less accumulated depreciation. Additions, improvements, and major renewals or replacements that substantially
extend the useful life of an asset are capitalized. Repairs and maintenance expenditures are expensed as incurred. Depreciation is computed
using the straight-line method over the estimated useful lives of the related assets of four years. Leasehold improvements are amortized
on a straight-line basis over the shorter of their estimated useful lives or the remaining lease term.

assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may
not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from
the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment
loss is recognized to write down the asset to its estimated fair value at that time. At September 30, 2023 and 2022, management determined
there were no impairments of the Company's property and equipment.

 Software
costs

 Costs
related to developing or obtaining internal-use software incurred during the preliminary project and post-implementation stages of
an internal use software project will be expensed as incurred and certain costs incurred in the project's application
development stage will be capitalized. On an annual basis, or more frequently as conditions indicate, the Company will assess the
recovery of the unamortized software development costs by estimating the net undiscounted cash flows the asset is expected to
generate. If the undiscounted cash flows are not sufficient to recover the unamortized software cost, such assets will be considered
to be impaired. The impairment to be recognized will be measured as the amount by which the carrying amount of the asset exceeds its
fair value. During the year ended September 30, 2023, the Company recognized an impairment of prepaid application development fees of $ 450,000, and during the period from
December 8, 2021 to September 30, 2022, the Company recognized another impairment of prepaid application development fees of $ 450,000.

 Impairment
of long-lived assets

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

 Leases

 The
Company currently lease an office space under a short-term lease from an external party. A short-term lease is defined as a lease that,
at the commencement date, has a lease term of 12 months or less and does not include an option to purchase the underlying asset that
the lessee is reasonably certain to exercise. For all short-term leases, the Company does not recognize a lease liability or right-of-use
asset on the balance sheet. Instead, the Company recognizes short-term lease payments as an expense on a straight-line basis over the
lease term. For the year ended September 30, 2023, total rent expense was $ 24,492. During the period December 8, 2021 (Inception) to
September 30, 0222, the Company had no rent expense.

 Income
taxes

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

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

 F- 9

 Fair
value measurements

 The
Company follows the guidance of ASC 820-10, "Fair Value Measurements and Disclosures", with respect to financial assets and
liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used
in measuring fair value as follows:

 Level
1: Observable inputs such as quoted prices in active markets;

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

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

 The
Company believes the carrying amount reported in the balance sheet for cash and cash equivalents, accounts receivable, prepaid expenses,
accounts payable and accrued liabilities, deferred revenue and due to officer, approximate their fair values because of the short-term
nature of these financial instruments.

 Foreign
currency translation

 The
reporting currency of the Company is the United States Dollars ("US$") and the accompanying consolidated financial statements
have been expressed in US$. In addition, the Company's operating subsidiary maintains its books and records in its functional currency,
New Taiwan Dollars ("NT$").

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

 Translation
of amounts from the local currencies of the Company into US$ has been made at the following exchange rates for the respective periods:

 SCHEDULE OF TRANSLATION OF AMOUNTS BETWEEN USD AND TWD

 As of and for the year ended

 As of

September 30, 2022 and from

December 8, 2021 (Inception) to

 Period-end NT$: US$1 exchange rate

 32.28

 31.79

 Period-average NT$: US$1 exchange rate

 31.11

 29.23

 Net
income (loss) per share

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

 At
September 30, 2023 and 2022, the Company has no
potentially dilutive securities, such as options or warrants, outstanding.

 Segment
information

 Operating
segments are components of an enterprise for which separate financial information is available and are evaluated regularly by the Company's
chief operating decision maker in deciding how to allocate resources and assessing performance. The Company's chief operating decision
maker is its Chief Executive Officer. The Company's Chief Executive Officer views the Company's operations and manages its
business in one operating segment, which is conducting business as an educational service company.

 Concentrations

 For
the year ended September 30, 2023 and for the period from December 8, 2021 (Inception) to September 30, 2022, no customer accounted for
 10 % or of the Company's revenue.

 For
the year ended September 30, 2023 and for the period from December 8, 2021(Inception) to September 30, 2022, one service provider, a related party, accounted
for 42 % and 91 % of the Company's operating costs and expenses, respectively.

 F- 10

 Recent
accounting pronouncements

 In
August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and
Hedging – Contracts in Entity's Own Equity (Subtopic 815-40). This ASU reduces the number of accounting models for
convertible debt instruments and convertible preferred stock and amends the guidance for the derivatives scope exception for
contracts in an entity's own equity to reduce form-over-substance-based accounting conclusions. In addition, this ASU improves
and amends the related earnings per share guidance. This standard becomes effective for the Company beginning on October 1, 2024.
Adoption is either a modified retrospective method or a fully retrospective method of transition. The Company adopted this guidance
effective October 1, 2023, and the adoption of this standard did not have a material impact on its consolidated financial
statements.

 Other
recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public
Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's
present or future financial statements.

 NOTE
2 - STOCKHOLDERS' EQUITY

 During
the year ended September 30, 2023, the Company did no t issue any shares of Common Stock.

 For
the period from December 8, 2021 (Inception) to September 30, 2022, the Company issued 213,855,500 shares of restricted Common Stock
to 150 shareholders at prices ranging from $ 0.0001 to $ 0.25 per share, for total proceeds of $ 2,170,100.

 Shares
issued to founders

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

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

 Shares
issued for cash in private placements

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

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

 F- 11

 NOTE
3 - INCOME TAXES

 The
Company recorded and paid income tax expense of $ 27,990 for the year ended September 30, 2023, while no provision for income taxes was
made for the period from December 8, 2021 (Inception) to September 30, 2022.

 Provision
for income taxes consisted of the following:

 SCHEDULE OF PROVISION FOR INCOME TAXES

 Year ended

 For the
 period from

 Current:

 U.S.

 $
 -

 $
 -

 Taiwan

 -

 Subtotal

 Current:

 Deferred:

 -

 -

 Provision for Income
 tax

 $

 $
 -

 A
reconciliation of the income tax expense determined at the statutory income tax rate to the Company's income taxes is as follows:

 SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE BENEFIT

 Year ended

 For the period from

 December 8, 2021 (Inception) to

 Loss before income taxes

 $
 ( 686,342
)

 $
)

 United States of America statutory income tax rate

 %

 %

 Income tax (benefit) expense computed at statutory corporate income tax rate

 ( 144,132
)

 ( 153,862
)

 Effect of different tax jurisdictions

 6,864

 7,327

 Change in valuation allowance

 165,258

 146,535

 Provision for income taxes

 $

 $
 -

 The
Company's wholly owned subsidiary in Taiwan, DFP Holdings Limited (Taiwan) (the "Taiwan Company"), is governed by the
income tax law of Taiwan and is subject to a tax rate of 20 %.

 Significant
components of the aggregate deferred tax assets consisted of the following:

 SCHEDULE OF OMPONENTS OF AGGREGATE DEFERRED TAX ASSETS

 2023

 2022

 As of
September 30,

 2023

 2022

 Deferred tax assets:

 Net operating loss carry forwards

 $
 297,994

 $
 153,862

 Gross deferred tax assets

 297,994

 153,862

 Less: valuation allowance

 ( 297,994
)

 ( 153,862
)

 Net deferred tax assets

 $
 -

 $
 -

 The
provisions of ASC Topic 740, "Accounting for Income Taxes", require an assessment of both positive and negative evidence
when determining whether it is more likely than not that deferred tax assets are recoverable. As of September 30, 2023 and 2022, based
on all available objective evidence, including the existence of cumulative losses, the Company determined that it was more likely than
not that the net deferred tax assets were not fully realizable. Accordingly, the Company established a full valuation allowance against
its net deferred tax assets. The Company intends to maintain a full valuation allowance on net deferred tax assets until sufficient positive
evidence exists to support reversal of the valuation allowance.

 F- 12

 The
Company adopted the provisions of ASC 740, which requires companies to determine whether it is "more likely than not" that
a tax position will be sustained upon examination by the appropriate taxing authorities before any tax benefit can be recorded in the
financial statements. ASC 740 also provides guidance on the recognition, measurement, classification and interest and penalties related
to uncertain tax positions.

 As
of September 30, 2023 and 2022, no liability for unrecognized tax benefits was required to be recorded or disclosed.

 NOTE
4 - RELATED PARTY TRANSACTIONS

 On
December 8, 2021, Mr. Hsu Shou Hung ("Mr. Hsu"), a founder of the Company, was appointed as Chief Executive Officer, Chief
Financial Officer, President, Secretary, Treasurer, and sole director of the Company. Currently, Mr. Hsu is our sole officer and director.
As of September 30, 2023, Mr. Hsu collectively owns 96,260,000 shares, or 45.01 %, of the Company's restricted Common Stock.

 At
September 30, 2023 and 2022, $ 4,257
and $ 13,627, respectively, are due to Mr. Hsu for advances
to the Company for operations. The advances are due on demand, are unsecured, and are non-interest bearing.

 Mr.
Lin Yi Hsiu ("Jeff Lin") is Chief Executive Officer and a director of Leader Capital Holdings Corp.
("LCHC"). LCHC owns 15,000,000 shares
of the Company's restricted Common Stock and is a 7.01 % shareholder
in the Company. In addition, CPN Investment Limited ("CPN"), a company wholly owned by Jeff Lin, owns 15,000,000 shares
of the Company's restricted Common Stock, and is also a 7.01 % shareholder
of the Company.

 LCHC,
through its wholly owned subsidiary, LOC Weibo Co., Limited ("LOC") provides IT and maintenance services to the Company.
Leader Financial Asset Management Limited ("LFAML"), another company wholly owned by Jeff Lin, provides consulting
and company secretarial services to the Company.

 For the year ended September 30, 2023, and during the
period from December 8, 2021 (Inception) to September 30, 2022, the Company incurred the following fees to LCHC and affiliates:

 SCHEDULE
OF RELATED PARTIED INCURRED FEES TO LCHC AND AFFILIATES

 Paid
to:

 Description

 Year
ended
 September
 30, 2023

 For
 the period from

 LCHC

 IT
 services

 $
 30,000

 $
 5,336

 LOC

 IT
 services

 32,014

 -

 LFAML

 Secretarial
 fees

 -

 10,000

 LFAML

 Consulting
 fees

 300,000

 300,000

 Subtotal

 362,014

 315,336

 LCHC

 Prepaid
 application development fees

 Total

 $
 812,014

 $
 765,336

 At
September 30, 2023 and 2022, $ 25,357
and $ 10,221,
respectively, were prepaid expenses to LOC for IT and maintenance expenses.

 During
fiscal 2022 and 2023, the Company prepaid a total of $ 900,000
 to LCHC for the development of two mobile applications.
$ 450,000 was paid in fiscal 2022, and $ 450,000 was paid in fiscal 2023. Management determined that it was more likely than not that the
application developments would not be utilized as originally intended and performed an impairment analysis. As a result, an impairment
loss of $ 450,000 was recorded in fiscal 2022, and another impairment loss of $ 450,000 was recorded in fiscal 2023, for the prepaid app
development fees.

 NOTE
5 - SUBSEQUENT EVENTS

 Between November 1, 2023, and December 13, 2023, the Company sold 1,357,400 shares of restricted Common Stock to thirty-one (31) individuals in a private placement at a price of $ 0.50
per share, for total proceeds of $ 678,700.

 F- 13