0001634293 false --09-30 2023 FY Yes false

 2023-03-31

 2024-01-05

 2023-10-01
 2024-01-05

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 FORM 10-K

 [X] 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: 000-55377

 Exceed World, Inc.

 (Exact name of registrant as specified in its charter)

 Delaware

 47-3002566

 (State or other jurisdiction

 of incorporation or organization)

 (I.R.S. Employer Identification
 No.)

 1-23-38-6F, Esakacho, Suita-shi,

 Osaka Japan

 564-0063

 (Address of Principal
 Executive Offices)

 (Zip Code)

 Securities to be registered under Section 12(b) of
the Act: None

 Securities to be registered under Section 12(g) of
the Exchange Act:

 Title
 of each class

 Name of each exchange on

 which our shares are traded

 Common
 Stock, $0.0001

 OTC
 Markets

 Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.

 [ ] Yes [X] No

 Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or Section 15(d) of the Act.

 [ ] Yes [X] No

 Indicate by check mark whether the registrant (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.

 [X] Yes [ ] No

 Indicate 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).

 [X] Yes [ ] No

 Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.

 [ ]

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

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

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

 Indicate by check mark whether the registrant is
a shell company (as defined in Rule 12b-2 of the Exchange Act).

 [ ] Yes [X] No

 As of March 31, 2023, the aggregate market value of the voting common stock held by non-affiliates of the Registrant (without admitting
that any person whose shares are not included in such calculation is an affiliate) was approximately $ 1,602,300 based on a market price
per share of $0.70.

 As of January 5, 2024, there were 32,700,000 shares of the Registrant's
common stock, par value $0.0001 per share, issued and outstanding. As of the same date there were no shares of preferred stock issued
and outstanding.

 Exceed
World, Inc.

 PART
 I

 PAGE

 Item

 Business

 Item
 1A

 Risk
 Factors

 Item
 1B

 Unresolved
 Staff Comments

 Item

 Properties

 Item

 Legal
 Proceedings

 Item

 Mine
 Safety Disclosures

 PART
 II

 Item

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

 Item

 Selected
 Financial Data

 Item

 Management's
 Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A

 Quantitative
 and Qualitative Disclosures about Market Risk

 Item

 Financial
 Statements and Supplementary Data

 F1-F10

 Item

 Changes
 in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A

 Controls
 and Procedures

 Item
 9B

 Other
 Information

 PART
 III

 Item

 Directors,
 Executive Officers and Corporate Governance

 Item

 Executive
 Compensation

 Item

 Security
 Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

 Item

 Certain
 Relationships and Related Transactions, and Director Independence

 Item

 Principal
 Accounting Fees and Services

 PART
 IV

 Item

 Exhibits,
 Financial Statement Schedules

 Signatures

 FORWARD LOOKING STATEMENTS

 This prospectus contains forward-looking statements
that involve risk and uncertainties. We use words such as "anticipate", "believe", "plan", "expect",
"future", "intend", and similar expressions to identify such forward-looking statements. Investors should be
aware that all forward-looking statements contained within this filing are good faith estimates of management as of the date of this
filing. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including
the risks faced by us as described in the "Risk Factors" section and elsewhere in this prospectus.

 Item 1. Business.

 Corporate History

 The Company was originally incorporated with the name
Brilliant Acquisition, Inc., under the laws of the State of Delaware on November 25, 2014, with an objective to acquire, or merge with,
an operating business. On January 12, 2016, Thomas DeNunzio of 780 Reservoir Avenue, #123, Cranston, RI 02910, the sole shareholder of
the Company, entered into a Share Purchase Agreement with e-Learning Laboratory Co., Ltd., a Japan corporation ("e-Learning").
Pursuant to the Agreement, Mr. DeNunzio transferred to e-Learning, 20,000,000 shares of our common stock which represents all of our issued
and outstanding shares. Following the closing of the share purchase transaction, e-Learning gained a 100% interest in the issued and outstanding
shares of our common stock and became the controlling shareholder of the Company.

 On January 12, 2016, the Company changed its name
to Exceed World, Inc. and filed with the Delaware Secretary of State, a Certificate of Amendment. On January 12, 2016, Mr. Thomas DeNunzio
resigned as our Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer. Also, on January 12,
2016, Mr. Tomoo Yoshida was appointed as our Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer.

 On February 29, 2016, the Company entered into a Stock
Purchase Agreement with Tomoo Yoshida, our Chief Executive Officer, Chief Financial Officer, President, Director, Secretary, and Treasurer.
Pursuant to this Agreement, Tomoo Yoshida transferred to Exceed World, Inc., 10 shares of the common stock of E&F Co., Ltd., a Japan
corporation ("E&F"), which represents all of its issued and outstanding shares in consideration of $4,835 (JPY 500,000).
Following the effective date of the share purchase transaction on February 29, 2016, Exceed World, Inc. gained a 100% interest in the
issued and outstanding shares of E&F's common stock and E&F became a wholly owned subsidiary of Exceed World. On August
4, 2016, the E&F changed its name to School TV Co., Ltd ("School TV") and filed with the Legal Affairs Bureau in Osaka,
Japan.

 On April 1, 2016, e-Learning entered into stock purchase
agreements with 7 Japanese individuals. Pursuant to these agreements, e-Learning sold 140,000 shares of common stock in total to these
individuals and received $270 as aggregate consideration. Each paid JPY0.215 per share. At the time of purchase the price paid per share
by each was the equivalent of about $0.002. This sale of shares was exempt from registration in accordance with Regulation S of the Securities
Act of 1933, as amended ( Regulation S) because the above sales of the stock were made to non-U.S. persons as defined under
Rule 902 section (k)(2)(i) of Regulation S, pursuant to offshore transactions, and no directed selling efforts were made in the United
States by the issuer, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing.

 On August 1, 2016, the Company changed its fiscal
year end from November 30 to September 30.

 On August 9, 2016, e-Learning entered into stock purchase
agreements with 33 Japanese individuals. Pursuant to these agreements, e-Learning sold 3,300 shares of common stock in total to these
individuals and received $330 as aggregate consideration. Each paid JPY10 per share. At the time of purchase the price paid per share
by each shareholder was the equivalent to about $0.1. These shares were sold pursuant to the Company's effective S-1 Registration
Statement deemed effective on July 20, 2016 at 4pm EST.

 On October 28, 2016, the Company, with the approval
of its board of directors and its majority shareholders by written consent in lieu of a meeting, authorized the cancellation of shares
owned by e-Learning. e-Learning consented to the cancellation of shares. The total number of shares cancelled was 19,000,000 shares which
was comprised of 16,500,000 restricted common shares and 2,500,000 free trading shares.

 On October 28, 2016, every one (1) share of common
stock, par value $.0001 per share, of the Company issued and outstanding was automatically reclassified and changed into twenty (20) shares
fully paid and non-assessable shares of common stock of the Company, par value $.0001 per share. ("20-for-1 Forward Stock Split")
No fractional shares were issued. The authorized number of shares, and par value per share, of common stock are not affected by the 20-for-1
Forward Stock Split.

 During July 2017 and August 2017, e-Learning entered
into stock purchase agreements with 24 Japanese individuals. Pursuant to these agreements, e-Learning sold 2,240,000 shares of its common
stock in total to these individuals and received $38,263 as aggregate consideration.

 On September 26, 2018, Force Internationale Limited,
a Cayman Island limited company ("Force Internationale") entered into a Share Purchase Agreement with its wholly owned subsidiary,
e-Learning and 74.5% owner of the Company. Under this Share Purchase Agreement, e-Learning transferred its 74.5% interest in the Company
to Force Internationale. As consideration for this transfer, Force Internationale paid $26,000.00 to e-Learning. Immediately subsequent,
the Company entered into a Share Purchase Agreement with Force Internationale, to acquire 100% of Force Holdings and 100% direct owner
of e-Learning. In consideration of this agreement, the Company issued 12,700,000 common shares to Force Internationale. The result of
these transaction is that Force Internationale is a 84.4% owner of the Company, the Company is a 100% owner of Force Holdings, and Force
Holdings is a 100% owner of e-Learning. Prior to the Share Purchase Agreements, Force Internationale was an indirect owner of 74.5% of
the Company and subsequent to the Share Purchase Agreements, Force Internationale is a direct owner of 84.4% of the Company. The Share
Purchase Agreements were approved by the boards of directors of each of the Company, Force Internationale, Force Holdings, and e-Learning.

 On December 6, 2018, the Company entered into a share
contribution agreement (the "Contribution Agreement") with Force Internationale. Under this Agreement, the Company transferred
100% of the equity interest of School TV to Force Internationale without consideration. This Contribution Agreement was approved by the
board of directors of the Company, Force Internationale and School TV. Upon the completion of the disposal, School TV was deconsolidated
from the Company's consolidated financial statements.

 Overview

 Our principal executive offices are located at 1-1-36,
1-2-38-6F, Esakacho, Suita-shi, Osaka 564-0063, Japan. Our phone number is +81-6-6339-4177.

 The Company has elected September 30th as its fiscal
year end.

 Currently, we own the following wholly owned affiliated entities:

 Name of Subsidiary

 State or Other Jurisdiction of Incorporation or Organization

 Force International Holdings Limited

 Hong Kong

 Japan

 e-Communications Co., Ltd.

 Japan

 * The following chart illustrates the structure of
our consolidated affiliated entities:

 Currently, the number of the employees of the Company
is 37.

 - 1 -

 e-Learning Business

 With the completion of the Company's acquisition
of Force Holdings and its subsidiaries (Hereinafter, collectively referred to as the "Group"), we are in the business of providing
education services.

 The Company is an education service provider in Japan
and it offers a range of e-learning education programs as well as supporting services to complement such education programs through an
internet platform named "Force Club" ("Force Club"), which was launched in 2007. The Company has offered e-learning
programs through "Force Club", all of which were procured from independent third-party software developers, including pre-school
learning resources, learning resources supplementing elementary school, junior high school and senior high school curriculum, preparation
courses for university entrance examinations and professional qualification examinations, and English learning, appealing to a diverse
customer base from pre-school children to students and adult learners. A list of the Company's e-learning programs, target customer
group and release date are set out below. The e-learning programs of Force Club mainly serve as supplemental learning resources and self-learning
tools for students and adult learners.

 No.

 Content
 Name

 Target

 Compatible
 Devices

 Release
 Date

 ENGLISH
 MONSTERS

 Primary
 school students

 iOS

 2013

 Romantic
 English Conversation - London Ver.

 Age
 18 and over

 iOS

 2013

 Romantic
 English Conversation - College Life Ver.

 Age
 18 and over

 iOS

 2013

 ENGLISH
 MONSTERS AR

 Primary
 school students

 iOS

 2013

 The
 Blue Danube

 iOS

 2012

 2014

 The
 Nutcracker

 iOS

 2012

 2014

 Peter
 & the Wolf

 iOS

 2012

 2014

 The
 Four Seasons

 iOS

 2012

 2014

 The
 Carnival of the Animals

 iOS

 2012

 2014

 Play
 A,B,C on the Keyboard

 iOS

 2012

 2014

 Say
 Hello to English Words!

 iOS

 2012

 2014

 Force
 Paint

 iOS

 2012

 2014

 Force
 Musician

 iOS

 2012

 Sign
 Language Course

 Adults

 PC

 2014

 University
 Entrance Exam Preparation Course

 High
 school students/

 PC

 2008

 Those
 who prepare for entrance exam

 2014

 High
 School Student-oriented e-learning

 High
 school students

 PC

 2009

 2014

 Folstar

 Adults

 iOS smartphone

 Android smartphone

 2008

 School
 TV

 Primary
 school students / Middle school students

 PC

 2015

 iOS

 English
 Monsters app

 Main:
 High school students / College students

 iOS smartphone / tablet

 Android smartphone / tablet

 2015

 (However,
 primary school students, middle school students, and adults are also included as targets.)

 ForceMart

 Force
 Club Members

 PC

 2017

 iOS

 Japanese
 Words Dictionary

 From
 primary school students to adults

 PC

 2021

 iOS

 The Company's e-learning programs are offered
to its customers who have to be first registered as a member of Force Club. Since 2002, the Company began to offer its e-learning programs
to its customers in CD-ROMs with pre-loaded learning content until 2007. Due to the popular trend for internet, starting from 2007, the
Company has made its e-learning programs available on its website for its customers, and the customers need to pay a monthly fee in order
to access and view the most up-to-date content on the website of the Company. At the advent of digital technology in recent years and
in view of the increasing popularity of tablet devices, the Company has released its e-learning programs on smartphones and tablet devices
for customer use since 2012 to cater for the popular demand of young learners and users in rural areas of Japan. The e-learning programs
of Force Club are targeted at residents of Japan, and thus the e-learning programs are presented in Japanese only and no translated version
is available. Since 2015, in addition to e-learning, the Company has started offline business which attracts public attentions such as
Abacus School and Robot Programming School. The Company also opened "ixi After School" in Tokyo, which provides after school
care services to children. Through these offline businesses, the Company has provided services to general users.

 The Company regularly updates its e-learning materials
and programs. In particular, the learning resources supplementing elementary school, junior high school and senior high school curriculum
would be overhauled to correspond to any revision in school curriculum, which generally takes place once in a four-year period. In addition,
most of preparation courses for the university entrance examinations and professional qualification examinations would be revised at one
to two year intervals to cater for any changes to the examination syllabus. The website of the Company is updated from time to time to
reflect the updates and changes to the learning materials and programs and for users with smartphones and tablet devices, these updates
can also be downloaded from the website of the Company.

 -2-

 Business Model

 Apart from using a conventional direct sales marketing
strategy, the Company has also adopted multilevel marketing ("MLM"), via the Premium Membership in the Force Club, in operating
its businesses.

 Since 2002, the Company has adopted a direct sales
marketing strategy to market its e-learning programs. Subsequently, in 2007, the Company gradually changed its marketing strategy from
direct sales to MLM for the purposes of (i) establishing its brand name and penetrating into the rural areas of Japan; (ii) promoting
its products to wider customer groups through premium members; and (iii) incentivizing premium members to recruit new members to join
Force Club in order to increase the sales of its products and maximize profits for the Company. Currently, the Company has no retail shops
or other point-of-sale for its products (e-learning courses).

 MLM was adopted by the Company in order to expand
the sales of its e-learning programs through its Force Club members. There are two tiers of Force Club members, namely standard members
and premium members. Among Force Club members, premium members get a tablet device which entitles the premium members to life-time access
of all of the Company's e-learning educational content. Since the Company's e-learning education programs are distributed
in the form of online downloads, it can be used both online and offline.

 Force Club Membership

 Force Club members are those who intend to use products and services the
Company offers. There are three tiers of Force Club members, namely standard members, support members and premium members. Premium members
are those who wish to engage in recruiting new members ("Premium Members").

 Premium Members have to join a premium plan under
which members are given rights to use all products and services of the Company, and engage in activities to recruit new Force Club members
and obtain monetary rewards and bonuses (special income or commissions) from such activities. The Company enters into a contract (the
"Premium Member Contract") with each of its Premium Members. The salient terms of the Premium Member Contract are as follows:

 Eligibility - the following individuals/corporations are eligible
to register as the Company's Premium Members:

 (i) Individuals (other than students) who are 20 years old or
above and are residents of Japan; and

 (ii) Corporations established in Japan.

 Applicants are required to provide proof of identity, such as
driver's license, passport or resident card for individual members or a certified copy of the commercial registration for corporate
members.

 Payments – an applicant who wishes to be a Force Club
Premium Member has to join the premium plan and pay an initial payment of JPY420,000 (exclusive of sales tax), comprising:

 (i) The one-off registration fee of JPY10,000;

 (ii) The premium package fee of JPY390,000; and

 (iii)An advanced payment of monthly membership fees for the initial
two months amounting to JPY20,000.

 Support members pay a lower fee for the access to
educational content and will receive promotional materials which is substantially lesser in scale as compared to that to a premium member. The
support member has the choice to become a premium member by making relevant premium member registration and purchasing the upgrade pack
from the Company.

 Standard members pay the same registration fee, but
a reduced monthly rate and no premium package fee. Monthly membership fees payable from the third month onwards will be automatically
transmitted from a member's bank account until termination of membership.

 Based on provisions described fully in the Premium
Member Contract there are fees related to, but not exclusively limited to, cancellation of membership and other stipulations pursuant
to certain actions. If a Premium Member does not pay the monthly membership fee before the prescribed due date, such Premium Member will
be disqualified and will not be paid any commission with respect to his/her recruitment performance in the preceding month, and Force
Club services for such Premium Member will be suspended in the following month. The commission and Force Club services for such Premium
Member will be resumed in the subsequent month if the monthly membership fee is paid within three months from the due date. Otherwise,
the Premium Member is deemed to have withdrawn from his membership if the monthly membership fee is not paid for three consecutive months
after the payment due date.

 In addition, the Premium Member Contract sets out
the rules of conduct required to be observed by Premium Members in recruiting new members to join Force Club. The Company is entitled
to suspend a Premium Member's business activities, suspend his or her commission, demand return of commission(s), remove his or
her title, or terminate his or her membership if such Premium Member violates or infringes the rules of conduct or other related laws
or regulations, and/or acts in a way that is offensive to public order and morals.

 Upon registration as Force Club members, applicants
will be given a user ID to gain access to the e-learning programs through Force Club platform. Force Club members will be given additional
four user IDs after registration so that they can use a total of five user IDs for accessing e-learning content through Force Club platform.

 The number of Force Club members has increased from
approximately 3,989 as of September 30, 2008 to approximately 13,095 as of the date of this report.

 Competition

 We believe that our main competitors are those provide
similar e-learning product offerings in Japan. Specifically, we believe our biggest competitors at present are Recruit Marketing Partners
Co., Ltd., which provides Study Supplements, JustSystem Corporation, which provides Smile Zemi, Benesse Corporation
which provides Challenge Touch and SuRaLa Net Co., Ltd. which provides SuRaLa, whose product offerings are also
consistent of e-learning programs and services.

 Current Advertising

 Our advertising expenses are primarily comprised of,
but not limited to, sales events hosted for sales agents, exhibitions to promote and display company product offerings, signboards, and
public relations activities.

 Employees

 The number of the employees of the Company, and
all subsidiaries, as of the filing date is forty-one. All forty-one employees are considered full-time employees. We do not
presently have pension, health, annuity, insurance, stock options, profit sharing, or similar benefit plans; however, we may adopt
plans in the future. There are presently no personal benefits available to our officers/or directors and or employees.

 Government Regulations

 Companies in Japan are regulated by the "Act
on Specified Commercial Transactions in Japan." The Company believes it is fully in compliance with this Act, which outlines the
rules and regulation regarding transactions arising from door-to-door sales, mail order sales, telemarketing sales, and multilevel marketing
transactions, among other transactions defined in the Act.

 The Company has legal counsel in Japan who provides
instruction, direction, and reviews Company activities to ensure, to the best of Legal Counsel's knowledge, that the Company is
in compliance with the aforementioned Act.

 -3-

 Item 1A. Risk Factors.

 As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for
by this Item.

 Item 1B. Unresolved Staff Comments.

 None.

 Item 2. Properties.

 Exceed World, Inc. is provided office space rent free from e-Learning Laboratory
Co., Ltd. at the address of 1-23-38-6F, Esakacho, Suita-shi.

 e-Communications Co., Ltd., a Japan corporation, is a wholly owned subsidiary
of e-Learning Laboratory Co, Ltd., a Japan corporation.

 e-Communications Co., Ltd. sub-leases (rents) office space from its parent
company, e-Learning Laboratory Co, Ltd., a Japan corporation at the following addresses:

 1-23-38-1F, Esakacho, Suita-shi, Osaka Japan 1-23-38-6F,
Esakacho, Suita-shi, Osaka Japan 1-23-38-8F, Esakacho, Suita-shi, Osaka Japan 1-8-40-1F, Konan, Minato-ku, Tokyo, Japan. The aforementioned
office spaces are shared by both e-Communications Co., Ltd. and e-Learning Laboratory Co., Ltd.

 The following table details the terms of the lease
agreements for various properties leased by e-Learning Laboratory Co., Ltd.

 Workspace

 Address

 Lessee

 Lessor

 Monthly Rent

 Term (Expiration of Lease)

 Esaka, Osaka, 1st floor

 1-23-38-1F, Esakacho, Suita-shi, Osaka Japan

 F&M Co., Ltd.

 JPY662,200

 May 31, 2025

 ($6,158)

 Esaka, Osaka, 6th floor

 1-23-38-6F, Esakacho, Suita-shi, Osaka Japan

 F&M Co., Ltd.

 JPY 1,102,500

 June 30, 2024

 ($10,252)

 Esaka, Osaka, 8th floor

 1-23-38-8F, Esakacho, Suita-shi, Osaka Japan

 F&M Co., Ltd.

 JPY614,935

 October 31, 2024

 ($5,718)

 Tokyo

 1-8-40-1F, Konan, Minato-ku, Tokyo, Japan

 Tokyu Community Corp.

 JPY 1,834,921

 August 31, 2026

 ($17,063)

 Item 3. Legal Proceedings.

 For the year ended September 30, 2023, the Company
has settled four legal cases in total amount of approximately JPY10.3 million (approximately $74,000) related to the cancellation of contracts.
 From October 1, 2023 to the filing date, the Company has settled three cases under the same nature
with an aggregate amount of approximately JPY22.8 million (approximately $164,000). As of the filing date, the Company had five
pending legal cases, claiming a damage of approximately JPY93 million (approximately $620,000) under the same nature. Our legal counsel
estimated a probable settlement of these cases with total settlement amount of approximately JPY38.1 million (approximately $255,000).
The Company has recorded JPY60.9 million (approximately $419,000) as contingency liability as of September 30, 2023, representing cases
not yet settled as of September 30, 2023.

 During the past ten (10) years, none of our directors,
persons nominated to become directors, executive officers, promoters or control persons was involved in any of the legal proceedings listen
in Item 401 (f) of Regulation S-K.

 Item 4. Mine Safety Disclosures.

 Not applicable.

 -4-

 Item 5. Market for Registrant's
Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities.

 Market Information

 We are currently quoted on the OTC Marketplace. Our ticker symbol is EXDW.

 Holders

 Currently, as of the date of this report, and as of
our fiscal year end, there are approximately 60 shareholders of record of our common stock and 32,700,000 shares of common stock deemed
issued and outstanding.

 Dividends and Share Repurchases

 We have not paid any dividends to our shareholder.
There are no restrictions which would limit our ability to pay dividends on common equity or that are likely to do so in the future.

 Issuer Purchases of Equity Securities

 None.

 Equity Compensation Plan Information

 Not applicable.

 Recent Sales of Unregistered Securities; Uses of Proceeds from Registered
Securities

 None.

 Item 6. Selected Financial
Data.

 No applicable because the Company is a smaller reporting company.

 Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations.

 Liquidity and Capital Resources

 As of September 30, 2023 and September 30, 2022, we
had cash in the amount of $18,165,169 and $23,822,217, respectively. The decrease in cash is mainly attributed to decrease in net income
from operation and accounts payable. The accounts payable were mainly unpaid commissions to the Force Club premium members and these payments
were completed as of the date of this report. Currently, our cash balance is sufficient to fund our operations without the need for additional
funding.

 Revenues

 We recorded revenue of $25,922,721 for the year ended
September 30, 2023 as opposed to $34,690,411 for the year ended September 30, 2022. The decrease in revenue, in our opinion, is attributed
to a decrease in recruitment activities of the Force Club premium members.

 Net income (loss)

 We recorded net loss of $551,747 for the year ended
September 30, 2023 as opposed to net income of $4,138,347 for the year ended September 30, 2022. The decrease in net income is attributed
to a decrease in revenue and an increase in operating expenses.

 Cash flow

 For the year ended September 30, 2023, we had negative
cash flows from operations in the amount of $6,160,633. We had cash flows from operations in the amount of $6,759,449 for the year ended
September 30, 2022. The decrease in operating cash flow, in our opinion, is mainly attributed to a decrease
in net income, and an increase in settlement of account payable and income tax payable.

 Working capital

 As of September 30, 2023 and 2022, we had working
capital of $14,738,700 and $15,273,484, respectively.

 Advertising

 Advertising costs are expensed as incurred and included
in selling and distributions expenses. Advertising expenses were $2,437,156 and $1,493,824 for the years ended September 30, 2023 and
2022, respectively.

 Advertising expenses were comprised of, but not limited
to, sales events hosted for sales agents, exhibitions to promote and display company product offerings, signboards, and public relations
activities.

 Future Plans

 The Company's
revenue for the year under review decreased compared to that for the previous year. Over the next twelve months, the Company intends to
focus on expanding its sales network to strengthen its business activities, and to continuously carry out various sales promotion plans
to enhance the activities.

 Critical Accounting Estimates

 Our discussion and analysis of our financial condition and results of operations are based upon financial statements which have been prepared
in accordance with generally accepted accounting principles in the United States. The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period. We base our estimates on historical experience
and on assumptions that are believed to be reasonable. These estimates and assumptions provide a basis for making judgments about the
carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.
See Note 2 of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K for a summary of significant
accounting policies and the effect on our consolidated financial statements.

 Item 7A. Quantitative
and Qualitative Disclosures about Market Risk.

 As a "smaller reporting company", we
are not required to provide the information required by this Item.

 -5-

 Item 8. Financial Statements
and Supplementary Data.

 Exceed
World, Inc.

 FINANCIAL STATEMENTS

 INDEX TO FINANCIAL
STATEMENTS

 Pages

 Report
 of Independent Registered Public Accounting Firm (PCAOB FIRM ID 206)

 F2

 Consolidated
 Balance Sheets

 F3

 Consolidated
 Statements of Operations and Comprehensive Loss

 F4

 Consolidated
 Statements of Changes in Shareholders' Equity

 F5

 Consolidated Statements
 of Cash Flows

 F6

 Notes to Consolidated Financial
 Statements

 F7-F10

 -F1-

 REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

 To the Shareholders and Board of Directors of

 Exceed World, Inc.

 Opinion on the Financial Statements

 We have audited the accompanying consolidated
balance sheets of Exceed World, Inc. and its subsidiaries (collectively, the "Company") as of September 30, 2023 and 2022,
and the related consolidated statements of operations and comprehensive loss, changes in shareholders' equity, and cash flows for
the years then ended, 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 then ended, in conformity with accounting principles generally accepted
in the United States of America.

 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
audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ( PCAOB)
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with
the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we
engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the 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 or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 Critical Audit Matters

 The critical audit matters communicated below are matters arising
from the current period audit of the financial statements that were communicated or 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 our especially challenging,
subjective, or complex judgments. We determined that there are no critical audit matters.

 /s/ MaloneBailey, LLP

 www.malonebailey.com

 We have served as the Company's auditor
since 2019.

 Houston, Texas

 January 5, 2024

 -F2-

 CONSOLIDATED BALANCE SHEETS

 As
 of

 As
 of

 ASSETS

 Current
 Assets

 Cash

 $

 18,165,169

 $

 23,822,217

 Accounts
 receivable

 49,860

 48,860

 Income
 tax recoverable

 587,663

 -

 Prepaid
 expenses

 112,363

 119,999

 Inventories

 1,759,542

 1,396,622

 Other
 current assets

 411,343

 1,751

 TOTAL
 CURRENT ASSETS

 21,085,940

 25,389,449

 Non-current
 Assets

 Property,
 plant and equipment, net

 310,943

 385,941

 Software,
 net

 189,431

 380,046

 Operating
 lease right-of-use assets, net

 623,650

 436,407

 Other
 intangible assets, net

 120,852

 127,293

 Long-term
 prepaid expenses

 34,527

 38,018

 tax assets

 675,000

 132,853

 Insurance
 funds

 53,796

 1,023,069

 Security
 deposits

 189,630

 196,152

 TOTAL
 NON-CURRENT ASSETS

 2,197,829

 2,719,779

 TOTAL
 ASSETS

 $

 23,283,769

 $

 28,109,228

 LIABILITIES
 AND SHAREHOLDERS' EQUITY

 Current
 Liabilities

 Accounts
 payable

 $

 642,483

 $

 2,910,407

 Accrued
 expenses and other payables

 592,740

 905,271

 Contingency
 liability

 406,635

 445,846

 Income
 tax payable

 436,448

 1,843,214

 income

 1,163,548

 866,916

 Finance
 lease obligations, current

 13,925

 22,781

 Operating
 lease liabilities, current

 299,947

 296,359

 Due
 to related parties

 1,640,160

 1,398,781

 Due
 to director

 Other
 current liabilities

 410,106

 685,142

 TOTAL
 CURRENT LIABILITIES

 6,347,240

 10,115,965

 Non-current
 Liabilities

 tax liabilities

 -

 82,380

 Finance
 lease obligations, non-current

 27,020

 32,945

 Operating
 lease liabilities, non-current

 295,566

 110,944

 TOTAL
 NON-CURRENT LIABILITIES

 322,586

 226,269

 TOTAL
 LIABILITIES

 6,669,826

 10,342,234

 Shareholders'
 Equity

 Preferred
 stock ($ 0.0001 par value, 20,000,000 shares authorized, 0 issued and outstanding as of September 30, 2023 and 2022)

 -

 -

 Common
 stock ($ 0.0001 par value, 500,000,000 shares authorized, 32,700,000 shares issued and outstanding as of September 30, 2023 and 2022)

 3,270

 3,270

 Additional
 paid-in capital

 Retained
 earnings

 22,463,148

 23,014,895

 Accumulated
 other comprehensive loss

 ( 5,956,315)

 ( 5,355,011)

 TOTAL
 SHAREHOLDERS' EQUITY

 16,613,943

 17,766,994

 TOTAL
 LIABILITIES AND SHAREHOLDERS' EQUITY

 $

 23,283,769

 $

 28,109,228

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

 -F3-

 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
LOSS

 Revenues

 $

 25,922,721

 $

 34,690,411

 Cost of revenues

 12,986,260

 17,306,860

 Gross profit

 12,936,461

 17,383,551

 Operating expenses

 Selling and distribution expenses

 2,437,156

 1,493,824

 Administrative expenses

 10,884,757

 9,482,020

 Total operating expenses

 13,321,913

 10,975,844

 Income (loss) from operations

 ( 385,452)

 6,407,707

 Other income (expenses)

 Other income

 122,139

 196,498

 Change in fair value of marketable securities

 -

 60,851

 Interest expenses

 ( 2,305)

 ( 2,785)

 Total other income

 119,834

 254,564

 Net income (loss) before tax

 ( 265,618)

 6,662,271

 Income tax expense

 286,129

 2,523,924

 Net income (loss)

 $

 $

 Comprehensive income (loss)

 Net income (loss)

 $

 $

 Other comprehensive loss

 Foreign currency translation adjustment

 ( 601,304)

 ( 5,355,105)

 Total comprehensive loss

 $

 ( 1,153,051)

 $

 ( 1,216,758)

 Income (loss) per common share

 Basic

 $

 ( 0.02)

 $

 0.13

 Diluted

 $

 ( 0.02)

 $

 0.13

 Weighted average common shares outstanding

 Basic

 Diluted

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

 -F4-

 STATEMENTS OF CHANGES
IN SHAREHOLDERS' EQUITY

 ACCUMULATED

 COMMON
 STOCK

 ADDITIONAL
 PAID-IN

 OTHER
 COMPREHENSIVE

 RETAINED

 NUMBER

 AMOUNT

 CAPITAL

 INCOME
 (LOSS)

 EARNINGS

 TOTAL

 Balance
 - September 30, 2021

 $

 3,270

 $

 $

 $

 18,876,548

 $

 18,983,752

 Net
 income

 -

 -

 -

 -

 Foreign
 currency translation

 -

 -

 -

 ( 5,355,105)

 -

 ( 5,355,105)

 Balance
 - September 30, 2022

 $

 3,270

 $

 $

 ( 5,355,011)

 $

 23,014,895

 $

 17,766,994

 Net
 loss

 -

 -

 -

 -

 Foreign
 currency translation

 -

 -

 -

 ( 601,304)

 -

 ( 601,304)

 Balance
 - September 30, 2023

 $

 3,270

 $

 $

 ( 5,956,315)

 $

 22,463,148

 $

 16,613,943

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

 -F5-

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 CASH FLOWS FROM OPERATING ACTIVITIES

 Net income (loss)

 $

 $

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

 Depreciation and amortization

 315,226

 358,586

 Loss on disposal of property, plant and equipment

 35,411

 6,461

 Change in fair value of marketable securities

 -

 ( 60,852)

 Gain on company owned life insurance policies

 ( 12,691)

 ( 7,166)

 Deferred income taxes

 ( 674,815)

 14,322

 Non-cash lease expense

 351,174

 393,583

 Changes in operating assets and liabilities:

 Accounts receivable

 ( 2,829)

 3,466

 Income tax recoverable

 ( 633,281)

 -

 Prepaid expenses

 3,883

 ( 88,593)

 Inventories

 ( 441,130)

 ( 804,576)

 Other current assets

 ( 441,449)

 ( 852)

 Long-term prepaid expenses

 2,410

 2,691

 Accounts payable

 ( 2,339,702)

 1,654,112

 Contingency liability

 ( 26,282)

 ( 174,948)

 Accrued expenses and other payables

 ( 65,474)

 801,827

 Income tax payable

 ( 1,449,930)

 1,412,487

 Deferred income

 350,718

 ( 353,836)

 Operating lease liabilities

 ( 351,174)

 ( 393,583)

 Other current liabilities

 ( 228,951)

 ( 142,027)

 Net cash provided by (used in) operating activities

 ( 6,160,633)

 6,759,449

 CASH FLOWS FROM INVESTING ACTIVITIES

 Purchase of property, plant and equipment

 ( 91,960)

 ( 105,620)

 Proceeds from disposal of property, plant and equipment

 34,009

 -

 Purchase of company-owned life insurance policies

 ( 8,560)

 -

 Proceeds from surrender of company-owned life insurance policies

 1,029,111

 ( 237,683)

 Proceeds from sales of securities

 -

 525,952

 Net cash provided by investing activities

 962,600

 182,649

 CASH FLOWS FROM FINANCING ACTIVITIES

 Repayment of finance lease obligations

 ( 43,118)

 ( 23,175)

 Proceeds from related parties

 -

 50,416

 Net cash provided by (used in) financing activities

 ( 43,118)

 27,241

 Net effect of exchange rate changes on cash

 ( 415,897)

 ( 6,203,364)

 Net change in cash

 Cash - beginning of year

 23,822,217

 23,056,242

 Net increase (decrease) in cash

 ( 5,657,048)

 765,975

 Cash - end of year

 $

 18,165,169

 $

 23,822,217

 NON-CASH INVESTING AND FINANCING TRANSACTIONS

 Property, plant and equipment obtained in connection with capital lease

 $

 31,517

 $

 -

 Remeasurement of the lease liabilities and right-of-use assets due to lease modification

 $

 568,587

 $

 114,185

 Operating expense paid by related parties on behalf of the Company

 $

 241,379

 $

 146,393

 Prepayment made by related parties on behalf of the Company

 $

 -

 1,000

 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

 Interest paid

 $

 2,305

 $

 2,785

 Income taxes paid

 $

 3,044,155

 $

 1,097,116

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

 -F6-

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 AS OF September 30, 2023

 NOTE 1 ORGANIZATION, DESCRIPTION OF BUSINESS AND
BASIS OF PRESENTATION

 Exceed World, Inc. (the "Company"), was
incorporated under the laws of the State of Delaware on November 25, 2014.

 On September 26, 2018, e-Learning Laboratory Co.,
Ltd. ("e-Learning"), a direct wholly owned subsidiary of Force International Holdings Limited, which was incorporated in Hong
Kong with limited liability ("Force Holdings"), entered into a share purchase agreement with Force Internationale Limited
("Force Internationale"), the holding company of Force Holdings, in which e-Learning agreed to sell and Force Internationale
agreed to purchase 74.5% equity interest of the Company at a consideration of US$26,000.

 On September 26, 2018, the same date, Force Internationale
entered into a share purchase agreement with the Company, in which Force Internationale agreed to sell and the Company agreed to purchase
100% equity interest of Force Holdings. In consideration of the agreement, the Company issued 12,700,000 common stocks at US$1 each to
Force Internationale. The results of these transactions are that Force Internationale is an 84.4% owner of the Company, and the Company
is a 100% owner of Force Holdings (the "Reorganization").

 On December 6, 2018, the Company entered into a share
contribution agreement (the "Agreement") with Force Internationale. Under this Agreement, the Company transferred 100% of
the equity interest of School TV Co., Ltd. ( School TV), to Force Internationale without consideration. This Agreement was
approved by the board of directors of the Company, Force Internationale and School TV. Upon the completion of the disposal, School TV
was deconsolidated from the Company's consolidated financial statements.

 As of September 30, 2023, the Company operates through
our wholly owned subsidiaries, which are engaged in provision of the educational services through an internet platform called "Force
Club".

 The Company has elected September 30th as its fiscal
year end.

 The accompanying financial statements have been prepared
in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"). When used in these
notes, the terms Company, we, us or our mean the Company.

 NOTE 2 SIGNIFICANT ACCOUNTING POLICIES

 PRINCIPLES OF CONSOLIDATION

 The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries. Inter-company accounts and
transactions have been eliminated. The results of subsidiaries disposed during the respective periods are included in the consolidated
statements of operations and comprehensive loss up to the effective date of disposal.

 Name
 of Subsidiary

 Place
 of Organization

 Percentage of

 Effective

 Ownership

 Force
 International Holdings Limited ("Force Holdings")

 Hong
 Kong

 100%

 e-Learning
 Laboratory Co., Ltd. ("e-Learning")

 Japan

 100% (*1)

 e-Communications
 Co., Ltd. ("e-Communications")

 Japan

 100% (*2)

 (*1) Wholly owned subsidiary of Force Holdings

 (*2) Wholly owned subsidiary of e-Learning

 USE
OF ESTIMATES

 The
presentation of financial statements and related disclosures in conformity with U.S. GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as the date of the financial
statements and the reported amounts of revenue and expenses reported in those financial statements. Certain accounting policies that
contain subjective management estimates and assumptions include those related to write-down in value of inventory, useful lives and impairment
of long-lived assets, realization of deferred tax assets and legal contingencies. The extent to which the COVID-19 pandemic may directly
or indirectly impact the business, financial condition, and results of operations is highly uncertain and subject to change. Due to the
high uncertainty of the evolving situation, the Company has limited visibility on the full impact brought upon by the COVID-19 pandemic
and the related financial impact cannot be estimated at this time. Operating results in the future could vary from the amounts derived
from management's estimates and assumptions.

 RELATED
PARTY TRANSACTION

 A related party is generally defined as (i) any person
that holds 10% or more of the Company's securities and their immediate families, (ii) the Company's management, (iii) someone
that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly
influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there
is a transfer of resources or obligations between related parties.

 Transactions involving related parties cannot be presumed
to be carried out on an arm's-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations
about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent
to those that prevail in arm's-length transactions unless such representations can be substantiated.

 ACCOUNTS RECEIVABLE AND ALLOWANCE

 Accounts receivables are recognized and carried at the original invoice amount less allowance for any uncollectible amounts. An estimate
for doubtful accounts is made when collection of the full amount is no longer probable. Bad debts are recorded corresponding to the allowance
when identified.

 INVESTMENTS

 The Company's investments in marketable securities
are accounted for pursuant to ASC 321 and reported at their readily determinable fair values as quoted by market exchanges in the consolidated
balance sheets with changes in fair value recognized in earnings.

 The Company also has investments in corporate-owned
life insurance policies to insure its CEO and key employees. These insurance policies are recorded at their cash surrender values in the
consolidated balance sheets with change in the cash surrender value during the period recorded in earnings.

 INVENTORIES

 Inventories, consisting of educational products accounted
for using the weighted average, are valued at the lower of cost and market value.

 For the year ended September 30, 2023, 96% of the
inventories of educational products were purchased from supplier A.

 PROPERTY, PLANT AND EQUIPMENT

 Property, plant and equipment are stated at cost
less depreciation and impairment loss. Depreciation is calculated using the straight-line method or declining balance method at the following
estimated useful life:

 Building

 years on straight-line method

 Leasehold
 improvement

 years on straight-line method

 Equipment

 to 15 years on declining balance method or straight-line method

 Vehicle

 years on straight-line method

 Assets held under finance leases are depreciated
over their expected useful lives on the same basis as owned assets.

 INTANGIBLE ASSETS

 Intangible assets consist of internal use software,
membership and land.

 The Company capitalizes certain costs related to obtaining
or developing software for internal use. Costs incurred during the application development stage internally or externally are capitalized
and amortized on a straight-line basis over the expected useful life of five years. The application development stage includes design
of chosen path, software configuration and integration, coding, hardware installation and testing. Costs incurred during the preliminary
project stage and post implementation-operation stage are expensed as incurred.

 Membership and land have indefinite useful life, and
the balance was $ 120,852 and $ 127,293 as of September 30, 2023 and 2022, respectively, included in other intangible assets.

 IMPAIRMENT OF LONG-LIVED ASSETS

 The carrying value of property, plant and equipment and intangible assets subject to depreciation and amortization is evaluated whenever
events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. An impairment loss would be
measured by the amount by which the carrying value of the asset exceeds the fair value of the asset.

 -F7-

 FOREIGN CURRENCY TRANSLATION

 The Company maintains its books and records in its
local currencies, Japanese YEN ("JPY"), Hong Kong Dollars ("HK$") and United States Dollars ("US$"
or "$"), which are the functional currencies as being the primary currencies of the economic environment in which their operations
are conducted. Transactions denominated in currencies other than the functional currency are translated into the functional currency at
the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the
functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting
exchange differences are recorded in the consolidated statements of operations and comprehensive loss.

 The reporting currency of the Company is US$ and the
accompanying consolidated financial statements have been expressed in US$. In accordance with ASC Topic 830-30, Translation of
Financial Statement, assets and liabilities of the Company whose functional currency is not US$ 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. Shareholders'
equity is translated at historical exchange rate at the time of transaction. The gains and losses resulting from translation of financial
statements are recorded as a separate component of accumulated other comprehensive loss within the consolidated statements of changes
in shareholders' equity.

 Translation of amounts from the local currency of
the Company into US$1 has been made at the following exchange rates:

 September
 30, 2022

 Current
 JPY: US$1 exchange rate

 149.79

 144.81

 Average
 JPY: US$1 exchange rate

 139.00

 124.50

 Current
 HK$: US$1 exchange rate

 7.80

 7.80

 Average
 HK$: US$1 exchange rate

 7.80

 7.80

 REVENUE RECOGNITION

 The Company operates and manages multilevel marketing
("MLM") in operating its businesses as the Force Club Membership and generates revenues primarily by providing the rights
to access the Company's educational content and to recruit new members.

 The Company recognizes revenue by applying the following
steps in accordance with ASC 606 - Revenue from contracts with Customers. The Company recognizes revenue upon transfer of control
of promised products or services to customers in an amount that reflects the consideration we expect to be entitled to receive in exchange
for those products or services.

 - Identification of the contract, or contracts, with
a customer

 - Identification of the performance obligations in
the contract

 - Determination of the transaction price

 - Allocation of the transaction price to the performance
obligations in the contract

 - Recognition of revenue when (or as) we satisfy the
performance obligation

 Force Club Membership fee

 Nature of operation

 The revenue generated from Force Club Membership arrangements
accounted for substantially all of revenues during the year ended September 30, 2023. Generally, the Company grants Force Club members
the rights to access the Company's educational content. There are three tiers of members, namely standard members, support members
and premium members.

 The premium members are granted full access to the
Company's educational content and the right to recruit prospect customers to become the Company's members. Each premium member
needs to purchase a premium pack, containing promotional materials aiding the recruiting process, from the Company. The standard members
are granted limited access to the Company's educational content.

 To further promote the Company's business, starting
fiscal year 2021, the Company also offers its customers to subscribe and become a support member. Similar to a premium member, the support
members are granted full access to the Company's educational content and the right to recruit prospect customers to become the Company's
members, but the amount of commission entitled to the support member for each recruitment is lower than that to the premium members. The
customers subscribing to support membership pay a lower fee for the access to educational content and will receive promotional materials
which is substantially lesser in scale as compared to that to a premium member. For the years ended September 30, 2023 and 2022, the revenue
generated from support member subscription is still immaterial.

 The support member has the choice to become a premium
member by making relevant premium member registration and purchasing the upgrade pack from the Company. The revenue from upgrade pack
is accounted for in the same manner as the revenue from the premium pack as described below.

 Revenue from the premium pack (including the upgrade
pack) is recognized net of discounts and return allowances at a point in time upon delivery. Revenue from the right to access the Company's
educational content is recognized over a period of time ratably over the effective period. For sales of premium packs and upgrade packs
with return conditions, the Company reasonably estimate the possibility of return based on historical experience. There were no liabilities
for return allowances nor assets from the right to recover products from the associated return allowances recorded as of September 30,
2023 and 2022, as substantially all sales of premium packs (including the upgrade pack) during the years then ended have reached the end
of the return periods.

 The Company's chief operating decision maker reviews
results analyzed by customers and the analysis is only presented at the revenue level with no allocation of direct or indirect costs.
The Company determines that it has only one operating segment. Consequently, the Company does not disaggregate revenue recognized from
contracts with customers. Substantially all of the Company's revenue was generated in Japan.

 Contract asset and liability

 Deferred income is recorded when consideration is
received from a member prior to the goods delivered or the access granted. As of September 30, 2023 and 2022, the Company's deferred income
was $ 1,163,548 and $ 866,916, respectively. During the year ended September 30, 2023, the Company recognized $ 866,916 of deferred income
in the opening balance.

 The Company does not have any contract asset.

 ADVERTISING

 Advertising costs are expensed as incurred and included
in selling and distributions expenses. Advertising expenses were $ 2,437,156 and $ 1,493,824 for the years ended September 30, 2023 and
2022, respectively.

 Advertising expenses were comprised of, but not limited
to, sales events hosted for sales agents, exhibitions to promote and display company product offerings, signboards, and public relations
activities.

 RESEARCH AND DEVELOPMENT EXPENSE

 Research and development expenses consist primarily of expenses incurred related to the development activities for the Company's
internally-used software and are charged to operations as incurred as these costs do not qualify for capitalization. For the years ended
September 30, 2023 and 2022, research and development expenses of $ 2,282,502 and $ 253,123 were included in general and administrative
expenses in the consolidated statements of operations and comprehensive loss.

 EARNINGS PER SHARE

 The Company computes basic and diluted earnings per
share in accordance with ASC Topic 260, Earnings per Share. Basic earnings per share is computed by dividing net income by
the weighted average number of common stock outstanding during the reporting period. Diluted earnings per share reflects the potential
dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting
in the issuance of common stock that could share in the earnings of the Company.

 The Company does not have any potentially dilutive
instruments as of September 30, 2023 and 2023 and, thus, anti-dilution issues are not applicable.

 INCOME TAXES

 The provision for income taxes includes income taxes
currently payable and those deferred as a result of temporary differences between the financial statements and the income tax basis of
assets and liabilities. Deferred income tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be recovered or settled. The effect of a change in income tax
rates on deferred income tax assets and liabilities is recognized in income or loss in the period that includes the enactment date. A
valuation allowance is provided to reduce deferred tax assets to the amount of future tax benefit when it is more likely than not that
some portion or all of the deferred tax assets will not be realized. Projected future taxable income and ongoing tax planning strategies
are considered and evaluated when assessing the need for a valuation allowance. Any increase or decrease in a valuation allowance could
have a material adverse or beneficial impact on the Company's income tax provision and net income or loss in the period the determination
is made.

 The Company recognizes the tax benefit from an uncertain
tax position claimed or expected to be claimed on a tax return only if it is more likely than not that the tax position will be sustained
on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements
from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon
ultimate settlement. Penalties and interest incurred related to underpayment of these uncertain tax positions are classified as income
tax expense in the period incurred. No such penalties and interest incurred during the years ended September 30, 2023 and 2022.

 LEASES

 The Company accounts for leases in accordance with
ASC 842 and determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use ("ROU")
assets, operating lease liabilities, current and operating lease liabilities, non-current in the Company's consolidated balance
sheets, and finance leases are included in property, plant and equipment, finance lease obligations, current and finance lease obligations,
non-current in the Company's consolidated balance sheets. ROU assets and related lease liabilities from operating leases and finance
leases are recognized at commencement date based on the present value of lease payments over the lease term. When determining the lease
term, the Company includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option, if
any. As the Company's lease do not provide an implicit rate, the Company used an incremental borrowing rate based on the information
available at commencement date in determining the present value of lease payments.

 For leases with a term of 12 months or less, the Company
makes an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. The Company recognizes
lease expenses for such leases on a straight-line basis over the lease term.

 Modification to existing lease agreements, including
changes to the lease term or payment amounts, are reviewed to determine whether they result in a sperate contract. For modifications that
do not result in a separate contract, management reviews the lease classification and re-measures the related ROU assets and lease liabilities
at the effective date of the modification.

 RECENT ACCOUNTING PRONOUNCEMENTS

 In June 2016, the FASB issued ASU 2016-13, Financial
Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, (collectively with amendments issued
subsequently thereto, "ASC 326"). ASC 326 eliminates the probable recognition threshold for credit impairments. The new guidance
broadens the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively
or individually to include forecasted information, as well as past events and current conditions. There is no specified method for measuring
expected credit losses, and an entity is allowed to apply methods that reasonably reflect its expectations of the credit loss estimate.
ASU 2016-13 will be effective for the Company beginning on October 1, 2023. The Company does not expect the adoption to have a material
impact to its consolidated financial statements.

 -F8-

 NOTE 3 FAIR VALUE MEASUREMENT

 FASB ASC 820, Fair Value Measurements and
Disclosures, ( ASC 820) defines fair value 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. ASC 820 also establishes a fair value hierarchy that
prioritizes the inputs used in valuation methodologies into three levels:

 Level 1: Quoted prices in active markets for
identical assets or liabilities.

 Level 2: Significant other inputs that are
directly or indirectly observable in the marketplace.

 Level 3: Significant unobservable inputs which
are supported by little or no market activity.

 The Company considers the carrying amount of its financial
assets and liabilities, which consist primarily of cash, accounts receivable, income tax recoverable, other current assets, accounts payable,
income tax payable, contingency liabilities, deferred income, accrued expenses and other payables, other current liabilities and current
portion of operating and finance lease obligations approximate the fair value of the respective assets and liabilities as of September
30, 2023 and 2022 owing to their short-term or present value nature or present value of the assets and liabilities.

 NOTE 4 INCOME TAXES

 For the years ended September 30, 2023 and 2022, the
provision of income tax expense was $ 286,129 and $ 2,523,924, consisting of current portion of $ 960,944 and $ 2,509,602 and deferred portion
of $ ( 674,815) and $ 14,322, respectively.

 Japan

 The Company conducts its major businesses in Japan
and e-Learning and e-Communications ("Japanese Subsidiaries") are subject to tax in this jurisdiction. As a result of its
business activities, Japanese Subsidiaries file tax returns that are subject to examination by the local tax authority.

 Japanese Subsidiaries are subject to a number of income taxes, which,
in aggregate, represent a statutory tax rate approximately as follows:

 Company's
 assessable profit

 For
 the years ended September 30,

 Up
 to JPY 4 million

 Up
 to JPY 8 million

 Over
 JPY 8 million

 2023

 21.87%

 23.74%

 34.34%

 2022

 21.87%

 23.74%

 34.34%

 Open tax years in Japan are five years. As of September 30, 2023, the Company's earliest open tax year for Japanese income tax purposes
is its fiscal year ended September 30, 2018. The Company's tax attributes from prior periods remain subject to adjustment.

 The reconciliations of the Japanese statutory income
tax rate and the Company's effective income tax rate are as follows:

 Japanese statutory tax rate

 33.80%

 33.80%

 Income tax difference under different tax jurisdictions

 (36.38%)

 0.94%

 Effect of valuation allowance on deferred income tax assets

 (142.41%)

 -

 Non-deductible expenses

 (9.54%)

 -

 Deductible
 tax payments

 81.30%

 -

 Other adjustments

 (34.53%)

 3.14%

 Total

 (107.76%)

 37.88%

 Hong Kong

 Force Holdings, a direct wholly owned subsidiary of
the Company in Hong Kong, is engaged in investment holding. Hong Kong profits tax has been provided at the rate of 16.5% on the estimated
assessable profit arising in Hong Kong.

 No provision for the Hong Kong profits tax has been
made as Force Holdings did not generate any estimated assessable profits in Hong Kong during the years ended September 30, 2023 and 2022.

 Open tax year in Hong Kong is six years after the
relevant year of assessment. This may be extended to ten years in the case of fraud of willful evasion of taxes. There are no provisions
that govern the time limit for tax collection.

 United States

 Exceed World, Inc., which acts as a holding company
on a non-consolidated basis, does not plan to engage any business activities and current or future loss will be fully allowed. For the
years ended September 30, 2023 and 2022, Exceed World, Inc., as a holding company registered in the state of Delaware, has incurred net
loss and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry forward has been fully reserved.

 The Company is a Delaware corporation that is subject
to U.S. corporate income tax on its taxable income at a rate of up to 21% for taxable years beginning after December 31, 2017. Recent
U.S. federal tax legislation, commonly referred to as the Tax Cuts and Jobs Act (the "2017 Act"), was signed into law on December
22, 2017. The 2017 Act significantly modified the U.S. Internal Revenue Code by, among other things, reducing the statutory U.S. federal
corporate income tax rate from 35% to 21% for taxable years beginning after December 31, 2017; limiting and/or eliminating many business
deductions; migrating the U.S. to a territorial tax system with a one-time transition tax on a mandatory deemed repatriation of previously
deferred foreign earnings of certain foreign subsidiaries; subject to certain limitations, generally eliminating U.S. corporate income
tax on dividends from foreign subsidiaries; and providing for new taxes on certain foreign earnings. Taxpayers may elect to pay the one-time
transition tax over eight years or in a single lump sum.

 The 2017 Act also includes provisions for a new tax
on the Global Intangible Low-taxed Income ("GILTI") effective for tax years of foreign corporations beginning after December
31, 2017. The GILTI provisions impose a tax on foreign income in excess of a deemed return on tangible assets of controlled foreign corporations
("CFCs"), subject to the possible use of foreign tax credits and a deduction equal to 50 percent to offset the income tax
liability, subject to some limitations. The Company elected to account for GILTI tax in the period the tax is incurred, and no provision
is made during the year ended September 30, 2023 and 2022.

 To the extent that portions of the Company's
U.S. taxable income, such as Subpart F income or GILTI, are determined to be from sources outside of the U.S., subject to certain limitations,
the Company may be able to claim foreign tax credits to offset its U.S. income tax liabilities. If dividends that the Company receives
from its subsidiaries are determined to be from sources outside of the U.S., subject to certain limitations, the Company will generally
not be required to pay U.S. corporate income tax on those dividends. Any liabilities for U.S. corporate income tax will be accrued in
the Company's consolidated statements of operations and comprehensive loss and estimated tax payments will be made when required
by U.S. law.

 As of September 30, 2023, the Company's earliest
open tax year for U.S. federal income tax purposes is its fiscal year ended September 30, 2021. The Company's tax attributes from prior
periods remain subject to adjustment. Open tax years in state and foreign jurisdictions generally range from three to six years.

 Accounting for Uncertainty in Income Taxes

 The tax authority within the jurisdiction of each
of the Company's subsidiaries conducts periodic and ad hoc tax filing reviews on business enterprises operating within that jurisdiction
after those enterprises complete their relevant tax filings. Therefore, the Company's subsidiaries' tax filings results are
subject to change. It is therefore uncertain as to whether the tax authorities may take different views about the Company's subsidiaries'
tax filings, which may lead to additional tax liabilities.

 ASC 740 requires recognition and measurement of uncertain
income tax positions using a "more-likely-than-not" approach. The management evaluated the Company's tax positions and
concluded that no provision for uncertainty in income taxes was necessary as of September 30, 2023 and 2022.

 NOTE 5 DEFERRED TAX ASSETS AND DEFERRED TAX LIABILITIES

 The Components of deferred tax assets and liabilities as of September 30, 2023 and 2022 were as follows:

 Deferred tax assets

 Inventories

 17,324

 19,208

 Software

 538,134

 48,663

 Expense

 137,768

 151,053

 Net operating loss carryforward

 350,985

 -

 1,044,211

 218,924

 Less: valuation allowance

 (350,985)

 -

 Total deferred tax asset

 $

 693,226

 $

 218,924

 Deferred tax liabilities

 Insurance funds

 $

 (18,226)

 $

 (168,451)

 Deferred tax liabilities, non-current

 $

 (18,226)

 $

 (168,451)

 For the purpose of presentation in the consolidated balance sheets, certain
deferred income tax assets and liabilities have been offset. The following is the analysis of the deferred income tax balances for financial
reporting purpose:

 September
 30, 2022

 tax assets

 $

 675,000

 $

 132,853

 tax liabilities

 $

 -

 $

 82,380

 NOTE 6 RELATED-PARTY TRANSACTIONS

 Due to related parties and directors

 As of September 30, 2023 and 2022, the Company's
due to related parties and directors were as follows:

 Due to director

 Tomoo Yoshida, CEO, CFO, sole director and a shareholder of the Company

 $

 $

 Total due to director

 $

 $

 Due to related parties

 Keiichi Koga, a shareholder of the Company and a director of certain subsidiaries of the Company

 $

 47,635

 $

 47,635

 Force Internationale, the Company's majority shareholder. Tomoo Yoshida is a director of Force Internationale

 1,592,525

 1,351,146

 Total due to related parties

 $

 1,640,160

 $

 1,398,781

 The payable balances are unsecured, due on demand,
and bear no interest. From time to time, these related parties have advanced to the Company or paid expenses on behalf of the Company,
and the Company has also made repayments. During the years ended September 30, 2023 and 2022, Force Internationale paid expense on behalf
of the Company in the amount of $ 241,379 and $ 146,393, respectively.

 Tomoo Yoshida provided guarantee for the Company's
office leases during the years ended September 30, 2023 and 2022.

 -F9-

 NOTE 7 PROPERTY,
PLANT AND EQUIPMENT

 Property, plant and equipment
consist of the following:

 Building

 $

 183,045

 $

 181,992

 Leasehold improvement

 41,284

 42,704

 Equipment

 706,774

 827,886

 Vehicles

 32,504

 36,600

 963,607

 1,089,182

 Accumulated depreciation

 (652,664)

 (703,241)

 Total net book value

 $

 310,943

 $

 385,941

 The aggregate depreciation
expense of property, plant and equipment was $ 121,050 and $ 91,969 for the years ended September 30, 2023 and 2022, respectively.

 NOTE
8 SOFTWARE

 The book value of the Company's software as
of September 30, 2023 and 2022 was as follows:

 Software

 $

 1,098,725

 $

 1,136,510

 Accumulated amortization

 (909,294)

 (756,464)

 Total net book value

 189,431

 380,046

 The aggregate amortization expense related to the
software was $ 191,796 and $ 261,198 for the years ended September 30, 2023 and 2022, respectively, included in operating
expenses.

 The estimated future amortization expense of software
as of September 30, 2023 is as follows:

 Year
 ending September 30

 Amount

 2024

 $

 127,728

 2025

 61,703

 2026

 -

 2027

 -

 2028

 -

 Thereafter

 -

 Total

 $

 189,431

 NOTE
9 COMMITMENTS

 As of September 30, 2023, the Company had four finance leases comprised of equipment and vehicle leases with a gross value of $ 74,878
and $32,504, respectively, included in property, plant and equipment. The Company also leases its offices under operating lease and short-term
lease. The estimated effect of lease renewal and termination options, as applicable, was included in the consolidated financial statements
in current period.

 The components of lease expense were as follows:

 For the year ended September 30,

 2023

 Operating lease cost

 $

 363,847

 Short term lease cost

 17,280

 Finance lease cost:

 Amortization of right-of-use assets

 22,734

 Interest on lease obligations

 2,330

 Total finance lease cost

 25,064

 Total lease cost

 $

 406,191

 The following table presents the Company's
 supplemental information related to operating and finance leases:

 For the year ended September 30,

 2023

 Cash paid for amounts included in the measurement of lease liabilities

 Operating cash flows from finance leases

 $

 2,330

 Operating cash flows from operating leases

 $

 363,847

 Financing cash flows from finance leases

 $

 43,118

 Weighted Average Remaining Lease Term

 Operating leases

 2.38 years

 Finance leases

 3.44 years

 Weighted Average Discount Rate

 Operating leases

 1.84%

 Finance leases

 6.00%

 The future maturity of lease liabilities as of September 30, 2023 were as follows:

 Year ending September 30

 Finance lease

 Operating lease

 2024

 $

 17,597

 308,196

 2025

 8,153

 177,945

 2026

 6,457

 122,500

 2027

 6,457

 -

 2028

 13,804

 -

 Thereafter

 -

 -

 Total

 52,468

 608,64 1

 Less imputed interest

 (11,523)

 (13,128)

 Total lease liabilities

 40,945

 595,513

 Less current portion

 (13,925)

 (299,947)

 Long-term lease liabilities

 $

 27,020

 $

 295,566

 NOTE 10 CONTINGENCIES

 The Company is subject to various claims and legal
proceedings in the course of conducting the business related to Force Club Membership and, from time to time, the Company may become involved
in additional claims and lawsuits incidental to the businesses. The Company's legal counsel and the management routinely assess
the likelihood of adverse judgments and outcomes to these matters, as well as ranges of probable losses; to the extent losses are reasonably
estimable. Accruals are recorded for these matters to the extent that management concludes a loss is probable and the financial impact,
should an adverse outcome occur, is reasonable estimable.

 In the opinion of management, appropriate and adequate
accruals for legal matters have been made, and management believes that the probability of a material loss beyond the amounts accrued
is remote. Nevertheless, the Company cannot predict the impact of future developments affecting the Company's pending or future
claims and lawsuits. The Company expenses legal costs as incurred, and all recorded legal liabilities are adjusted as required as better
information becomes available to the Company. The factors the Company considers when recording an accrual for contingencies include, among
others: (i) the opinions and views of the Company's legal counsel; (ii) the Company's previous experience; and (iii) the decision
of management as to how the Company intend to respond to the complaints.

 For the year ended September 30, 2023, the Company
has settled four legal cases in total amount of approximately JPY10.3 million (approximately $ 74,000) related to the cancellation of contracts.
 From October 1, 2023 to the filing date, the Company has settled three cases under the same nature
with an aggregate amount of approximately JPY22.8 million (approximately $ 164,000). As of the filing date, the Company had five
pending legal cases, claiming a damage of approximately JPY93 million (approximately $620,000) under the same nature. Our legal counsel
estimated a probable settlement of these cases with total settlement amount of approximately JPY38.1 million (approximately $255,000).
The Company has recorded JPY60.9 million (approximately $ 419,000) as contingency liability as of September 30, 2023, representing cases
not yet settled as of September 30, 2023.

 NOTE 11 SUBSEQUENT EVENTS

 The Company evaluated subsequent events through January 5, 2024, the date the financial statements were available to issue, and concluded that no subsequent events have occurred that would require recognition
in the consolidated financial statements or disclosure in the notes to the consolidated financial statements.

 -F10-

 Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 None.

 Item 9A. Controls and Procedures.

 Disclosure Controls and Procedures

 The Company has adopted and maintains disclosure controls
and procedures that are designed to provide reasonable assurance that information required to be disclosed in the reports filed under
the Exchange Act, such as this annual report, is collected, recorded, processed, summarized and reported within the time periods specified
in the rules of the SEC. The Company's disclosure controls and procedures are also designed to ensure that such information
is accumulated and communicated to management to allow timely decisions regarding required disclosure. As required under Exchange
Act Rule 13a-15, the Company's management, including the Chief Executive Officer who also serves as our Chief Financial Officer,
has conducted an evaluation of the effectiveness of disclosure controls and procedures as of the end of the period covered by this annual
report. Based on that evaluation, the Chief Executive Officer who also serves as our Chief Financial Officer concluded that the
disclosure controls and procedures are ineffective.

 Our Chief Executive Officer, Tomoo Yoshida, has reviewed
the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) as of the
end of the period covered by the report for the year ended September 30, 2023 and has concluded that (i) the Company's disclosure
controls and procedures are not effective to ensure that material information relating to the Company is recorded, processed, summarized,
and reported within the time periods specified in the rules and forms of the Commission, and (ii) the Company's controls and procedures
have not been designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under
the Exchange Act is accumulated and communicated to the Company's management, including its principal executive and principal financial
officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 Management's Report on Internal Control over Financial Reporting

 The Company's management is responsible for
establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). The
Company's internal control over financial reporting is 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 based on the framework and criteria established by the Committee
of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework. Based on the assessment,
management concluded that, as of September 30, 2023 the Company's internal control over financial reporting is ineffective based
on those criteria.

 The Company's management, including its Chief
Executive Officer who also serves as our Chief Financial Officer, does not expect that the Company's disclosure controls and procedures
and its internal control processes will prevent all error and all fraud. A control system, no matter how well conceived and operated,
can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a
control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to
their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance
that all control issues and instances of error or fraud, if any, within the Company have been detected. These inherent limitations
include the realities that judgments in decision-making can be faulty, and that the breakdowns can occur because of simple error or mistake.
 Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management
override of the control. The design of any system of controls 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. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error
or fraud may occur and may not be detected. However, these inherent limitations are known features of the financial reporting process.
 Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

 The matters involving internal controls and procedures
that our Chief Executive Officer considered to be material weaknesses under the standards of the Committee of Sponsoring Organizations
of Treadway Commission were: domination of management by a single individual without adequate compensating controls, lack of a majority
of outside directors on board of directors, inadequate segregation of duties consistent with control objectives, lack of well-established
procedures to identify, approve and report related party transactions, and lack of an audit committee.

 Management believes that the material weaknesses did
not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and inadequate
segregation of duties results in ineffective oversight in the establishment and monitoring of required internal controls and procedures,
which could result in a material misstatement in our financial statements in future periods.

 Management recognizes that its controls and procedures
would be substantially improved if we had an audit committee and two individuals serving as officers and as such is actively seeking to
remediate this issue.

 Management's Remediation Initiatives

 In an effort to remediate the identified material
weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

 We have increased our personnel resources and technical
accounting expertise to remediate material weakness in internal control over financial reporting. We plan to appoint one or more outside
directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who
will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving
estimates and assumptions made by management when funds are available to us.

 Management believes that the appointment of one or
more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee
and a lack of a majority of outside directors on our Board.

 We will work as quickly as possible to implement these
initiatives; however, the lack of adequate working capital and positive cash flow from operations will likely slow this implementation.

 Changes in Internal Control

 There have been no changes in internal controls over
the financial reporting that occurred during the fiscal fourth quarter, that have materially affected, or are 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 public accounting firm regarding internal control over financial reporting. Management's
report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the SEC
that permit the Company to provide only management's report in this annual report.

 Item 9B. Other Information.

 None.

 -6-

 Item 10. Directors, Executive
Officers and Corporate Governance.

 Biographical information regarding the Officers and
Directors of the Company, who will continue to serve as Officers and Directors of the Company are provided below.

 Exceed World, Inc.

 Name

 Age

 Position(s)

 Tomoo
 Yoshida

 Chief
 Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director

 Tomoo Yoshida

 Mr. Yoshida graduated Osaka University of Commerce
in 1986. Immediately after graduation, he joined Toyota Corolla Nankai Co. Ltd. and had been engaged in car sales for eight years. In
1997, Mr. Yoshida incorporated Dipro Data Service Co., Ltd., where he had a managerial role as well as served as an IT support consultant
for five years. In 2002, Mr. Yoshida co-founded e-Learning Laboratory Co., Ltd., ("e-Learning"), a company that provides educational
services and products. Currently, he is the president of e-Learning. In 2009, e-Communications Co., Ltd, a wholly owned subsidiary of
e-Learning and a company offering educational services was incorporated, where Mr. Yoshida has been the president since its incorporation.
In 2011, Mr. Yoshida founded Force Internationale Limited ("Force Internationale"), a holding company, and appointed as its
director. In 2012, Force International Holdings Limited, a subsidiary of Force Internationale was incorporated, where Mr. Yoshida has
served as a director.

 Corporate Governance

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

 In lieu of an Audit Committee, the Company's board
of director(s) (the Board of Directors or Board), is responsible for reviewing and making recommendations concerning
the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company's financial statements
and other services provided by the Company's independent public accountants. The director(s) of the Company ("the Director(s)"),
the Chief Executive Officer and the Chief Financial Officer of the Company review the Company's internal accounting controls, practices
and policies. We, Exceed World, Inc., only have one Officer and Director, which is Mr. Tomoo Yoshida.

 Committees of the Board

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

 Audit Committee Financial Expert

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

 We believe that our Director(s) are capable of analyzing
and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The Director(s) does
not believe that it is necessary to have an audit committee because management believes that the Board of Directors can adequately perform
the functions of an audit committee. In addition, we believe that retaining an independent director who would qualify as an audit
committee financial expert would be overly costly and burdensome and is not warranted in our circumstances given the stage of
our development and the fact that we have not generated any positive cash flows from operations to date.

 Involvement in Certain Legal Proceedings

 Our sole Officer and Director has not been involved
in or a party in any of the following events or actions during the past ten years:

 1.

 any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

 2.

 any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

 3.

 being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

 4.

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

 5.

 Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

 6.

 Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

 7.

 Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:(i) Any Federal or State securities or commodities law or regulation; or(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 8.

 Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 Independence of Directors

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

 Code of Ethics

 We have not adopted a formal Code of Ethics. The Board
of Director(s) 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 Director(s) 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 Director(s) 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 Director(s) may do so by directing a written request addressed to our sole Officer and Director Tomoo Yoshida, at the address appearing
on the first page of this Information Statement.

 Section 16(a) Beneficial Ownership Reporting Compliance

 Section 16(a) of the Exchange Act requires the Company's
executive officers, directors and persons who beneficially own more than ten percent of a registered class of the Company's equity
securities, to file with the SEC initial reports of ownership and reports of changes in ownership of the Company's common stock.
 Such officers, directors and persons are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms
that they file with the SEC.

 Based solely on a review of the copies of such forms
that were received by the Company, or written representations from certain reporting persons that no Form 5s were required for those persons,
the Company is not aware of any failures to file reports or report transactions in a timely manner during the Company's fiscal year
ended September 30, 2023.

 Procedure for Nominating Directors

 During the year ended September 30, 2023, we have
not made any material changes to the procedures by which security holders may recommend nominees to our Board of Directors.

 Family Relationships

 There are no family relationships among our Directors,
Executive Officers or persons nominated to become executive officers or directors.

 Involvement in Certain Legal Proceedings

 During the past ten (10) years, none of our Directors,
persons nominated to become directors, executive officers, promoters or control persons was involved in any of the legal proceedings listen
in Item 401 (f) of Regulation S-K.

 Arrangements

 There are no arrangements or understandings between
an Executive Officer, Director or nominee and any other person pursuant to which he was or is to be selected as an executive officer or
director.

 -7-

 Item 11. Executive Compensation.

 The table below summarizes all compensation awarded
to, earned by, or paid to our Executive Officers and Directors for the years ended September 30, 2023 and 2022 in relation to the Company.

 SUMMARY
COMPENSATION TABLE

 Name and

 principal position

 Year

 Salary

 ($)

 Bonus

 ($)

 Stock

 Awards

 ($)

 Option

 Awards

 ($)

 Non-Equity

 Incentive
 Plan

 Compensation

 ($)

 Nonqualified

 Compensation

 Earnings
 ($)

 All Other

 Compensation

 ($)

 Total

 ($)

 Tomoo Yoshida

 Chief Executive Officer,

 Chief Financial Officer

 Director

 2023

 1,035,971

 143,885

 -

 -

 -

 -

 -

 1,179,856

 Tomoo Yoshida

 Chief Executive Officer,

 Chief Financial Officer

 Director

 2022

 1,156,626

 -

 -

 -

 -

 -

 -

 1,156,626

 Notes:

 On September 26, 2018,
the Company entered into, and consummated, a Share Purchase Agreement with Force Internationale Limited to acquire 100% of Force International
Holdings Limited, a Hong Kong limited company. In consideration of this agreement, the Company issued 12,700,000 common shares to Force
Internationale Limited.

 e-Learning Laboratory
Co., Ltd., a Japan corporation, is a wholly owned subsidiary of Force International Holdings Limited. e-Communications Co., Ltd., a Japan
corporation, is a wholly owned subsidiary of e-Learning Laboratory Co., Ltd.

 For the years ended
September 30, 2023 and 2022, e-Learning Laboratory Co., Ltd., paid out $1,007,194 and $963,855 respectively, to Mr. Tomoo Yoshida as
salary and bonus compensation.

 For the years ended
September 30, 2023 and 2022, e-Communications Co., Ltd., paid out $172,662 and $192,771, respective ly, to Mr. Tomoo Yoshida as
salary compensation.

 For the years ended September 30, 2023 and 2022, Force
International Holdings Limited had not paid any compensation of any type to Mr. Tomoo Yoshida.

 Option/SAR Grants in Last Fiscal Year

 None.

 Outstanding Equity Awards at Fiscal Year-End

 None.

 Equity Compensation Plan Information

 Not applicable.

 Employment Agreements of our Sole Officer and Director

 None.

 Compensation Discussion and Analysis

 Director Compensation

 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 issued 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

 In order 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.

 -8-

 Item 12. Security Ownership
of Certain Beneficial Owners and Management and Related Shareholders Matters.

 As of our fiscal year end, the Company had 32,700,000
shares of common stock and no shares of preferred stock issued and outstanding, which number of issued and outstanding shares of common
stock and preferred stock have been used throughout this report.

 *The table below is as of September 30, 2023.

 Name
 and Address of Beneficial Owner

 Shares
 of Common Stock Beneficially Owned

 Common
 Stock Voting Percentage Beneficially Owned

 Voting
 Shares of Preferred Stock

 Preferred
 Stock Voting Percentage Beneficially Owned

 Total
 Voting Percentage Beneficially Owned (*)

 Executive Officers and Directors

 Tomoo Yoshida

 1,400,000

 4.3%

 -

 0.0%

 4.3%

 5% Shareholders

 Keiichi Koga

 1,400,000

 4.3%

 -

 0.0%

 4.3%

 Force Internationale Limited

 27,594,000

 84.4%

 -

 0.0%

 84.4%

 Note: Tomoo Yoshida and Keiichi Koga are the
controlling parties of Force Internationale Limited, a Cayman Island company. Collectively, Mr. Yoshida and Keiichi Koga, through their
personal equity interests and those indirect interests of the Company, through their ownership in Force Internationale Limited, own 93%
of the issued and outstanding shares of our common stock.

 Beneficial ownership has been determined in accordance
with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to be beneficially owned by more than one person
(if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially
owned by a person if the person has the right to acquire shares (for example, upon exercise of an option or warrant) within 60 days of
the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed
to include the amount of shares beneficially owned by such person by reason of such acquisition rights. As a result, the percentage of
outstanding shares of any person as shown in the following table does not necessarily reflect the person's actual voting power at
any particular date.

 Item 13. Certain Relationships
and Related Transactions.

 On December 6, 2018, the Company entered into a Share
Contribution Agreement (this Agreement) with Force Internationale Limited ("Force Internationale"), our controlling
shareholder. Under this Agreement, the Company transferred 100% of the equity interests of School TV Co., Ltd ("School TV")
to Force Internationale without consideration. This Agreement and action were approved by the board of directors of each of, the Company,
Force Internationale and School TV. A copy of this Agreement is included as Exhibit 10.1 to this Current Report and is hereby incorporated
by reference.

 Due to related parties and directors

 As of September 30, 2023 and 2022, the Company's
due to related parties and directors are as follows:

 Due to director

 Tomoo Yoshida, CEO, CFO, sole director and a shareholder of the Company

 $

 $

 Total due to director

 $

 $

 Due to related parties

 Keiichi Koga, a shareholder of the Company and a director of certain subsidiaries of the Company

 $

 47,635

 $

 47,635

 Force Internationale, the Company's majority shareholder. Tomoo Yoshida is a director of Force Internationale

 1,592,495

 1,351,146

 Total due to related parties

 $

 1,640,130

 $

 1,398,781

 The payable balances are unsecured, due on demand,
and bear no interest. From time to time, these related parties have advanced to the Company or paid expenses on behalf of the Company,
and the Company has also made repayments. During the years ended September 30, 2023 and 2022, Force Internationale paid expense on behalf
of the Company in the amount of $241,379 and $146,393, respectively.

 Tomoo Yoshida provided guarantee for the Company's
office leases during the years ended September 30, 2023 and 2022.

 Review, Approval and Ratification of Related Party
Transactions

 Given our small size and limited financial resources,
we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such as those described above,
with our Executive Officer(s), Director(s) and significant shareholders. We intend to establish formal policies and procedures in the
future, once we have sufficient resources and have appointed additional Directors, so that such transactions will be subject to the review,
approval or ratification of our Board of Directors, or an appropriate committee thereof. On a moving forward basis, our Directors will
continue to approve any related party transaction.

 Item 14. Principal Accounting
Fees and Services.

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

 2023

 2022

 Audit fees

 MaloneBailey, LLP

 $221,620

 $125,424

 Tax fees

 Anderson Bradshaw PLLC

 $6,500

 $6,000

 All other fees

 -

 -

 Total

 $228,120

 $131,424

 Board of Directors Pre-Approval Process, Policies
and Procedures

 Our principal auditors have informed our sole Director
of the scope and nature of each service provided. With respect to the provisions of services other than audit, review, or attest services,
our principal accountants brought such services to the attention of our sole Director prior to commencing such services.

 -9-

 Item 15. Exhibits, Financial
Statement Schedules.

 (a) Financial Statements

 1. Financial statements for our company
are listed in the index under Item 8 of this document

 2. All financial statement schedules are
omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

 (b) Exhibits required by Item 601 of Regulation S-K.

 Exhibit No.

 Description

 3.1

 Certificate of Incorporation
 (1)

 3.2

 By-laws (1)

 3.3

 Amendment to the Articles of Incorporation of the Company
 (2)

 3.4

 Amendment to the Articles of Incorporation of the Company (3)

 Certification of the Company's Principal Executive and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant's report on Form 10-K (4)

 Certification of the Company's Principal Executive and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (4)

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 (1)

 Filed as an exhibit to
 the Company's Registration Statement on Form 10, as filed with the SEC on February 19, 2015, and incorporated herein by this reference.

 (2)

 Filed as an exhibit to
 the Company's Current Report on Form 8-K as filed with the SEC on January 12, 2016, and incorporated herein by this reference.

 (3)

 Filed as an exhibit to
 the Company's Current Report on Form 8-K as filed with the SEC on November 1, 2016, and incorporated herein by this reference.

 (4)

 Filed herewith.

 Signatures

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

 Exceed World, Inc.

 (Registrant)

 By: /s/ Tomoo Yoshida

 Tomoo Yoshida, Chief Executive Officer, Chief Financial
Officer

 Dated: January 5, 2024

 In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 By: /s/ Tomoo Yoshida

 Tomoo Yoshida, Chief Executive Officer, Chief Financial
Officer

 Dated: January 5, 2024

 -10-