Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2023

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

For the transition period from to

Commission file number: 333-202948

FUSE GROUP HOLDING INC.

(Exact name of registrant as specified in its charter)

Nevada		47-1017473
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

805 W. Duarte Rd., Suite 102
Arcadia, CA 91006
(Address of principal executive offices including zip code)

(626) 977-0000
(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

None

N/A

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

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

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

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

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

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

The number of shares outstanding of each of the issuer’s classes of common stock, as of August 11, 2023 is as follows:

Class		Share Outstanding
Common Stock, $0.001 par value per share		66,370,866

TABLE OF CONTENTS

PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	22
Item 4.	Controls and Procedures	23

PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3.	Defaults upon Senior Securities	24
Item 4.	Mine Safety Disclosure	24
Item 5.	Other Information	24
Item 6.	Exhibits	24
SIGNATURES		25

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements

FUSE GROUP HOLDING INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	JUNE 30, 2023			SEPTEMBER 30, 2022

ASSETS

CURRENT ASSETS
Cash and equivalents	$	22,075		$	32,996
Prepaid expenses		16,353			12,018

Total current assets		38,428			45,014

NON-CURRENT ASSETS
Property and equipment, net		910			2,276
Right-of-use asset, net		39,203			58,835

Total non-current assets		40,113			61,111

TOTAL ASSETS	$	78,541		$	106,125

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES
Other payables	$	2,970		$	4,670
Accrued interest on convertible notes		16,767			4,466
Lease liability		28,410			26,207
Loan payable		1,918			2,230
Convertible notes		250,000			-

Total current liabilities		300,065			37,573

NON-CURRENT LIABILITIES
Convertible notes		450,000			350,000
Lease Liability		12,518			34,167
Loan payable		102,377			104,107

Total non-current liabilities		564,895			488,274

TOTAL LIABILITIES		864,960			525,847

CONTINGENCIES AND COMMITMENTS

STOCKHOLDERS’ DEFICIT
Common stock, par value $0.001 per share, 375,000,000 shares authorized; 64,778,050 shares issued and outstanding		64,778			64,778
Additional paid-in capital		6,949,717			6,949,717
Accumulated deficit		(7,800,914	)		(7,434,217	)

Total stockholders’ deficit		(786,419	)		(419,722	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	78,541		$	106,125

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

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FUSE GROUP HOLDING INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	FOR THE NINE MONTHS ENDED JUNE 30,						FOR THE THREE MONTHS ENDED JUNE 30,
	2023			2022			2023			2022
Revenue	$	-		$	200,000		$	-		$	-
Cost of revenue		-			10,015			-			-

Gross profit		-			189,985			-			-

Operating expenses
General and administrative		301,873			451,681			84,290			108,525
Consulting		46,500			61,333			15,500			18,920

Total operating expenses		348,373			513,014			99,790			127,445

Loss from operations		(348,373	)		(323,029	)		(99,790	)		(127,445	)

Non-operating expenses
Interest expense		(15,924	)		(5,050	)		(6,570	)		(2,588	)
Other income (expense), net		-			(647	)		-			402

Total non-operating expenses		(15,924	)		(5,697	)		(6,570	)		(2,186	)

Loss before income tax		(364,297	)		(328,727	)		(106,360	)		(129,632	)
Income tax		2,400			2,400			-			-

Net loss	$	(366,697	)	$	(331,127	)	$	(106,360	)	$	(129,632	)

Basic weighted average shares outstanding		64,778,050			64,778,050			64,778,050			64,778,050

Basic loss per share	$	(0.01	)	$	(0.01	)	$	(0.00	)	$	(0.00	)

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

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FUSE GROUP HOLDING INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	FOR THE NINE MONTHS ENDED JUNE 30,
	2023			2022

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(366,697	)	$	(331,127	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		1,366			1,459
Operating lease expense		21,579			19,262
Changes in assets and liabilities:
Prepaid expenses		(4,335	)		7,327
Other payables		(1,700	)		(14,126	)
Accrued interest		12,301			2,019
Payment of lease liability		(21,393	)		(20,194	)

Net cash used in operating activities		(358,879	)		(335,380	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible notes		350,000			250,000
Repayment of loan payable		(2,042	)		(2,119	)

Net cash provided by financing activities		347,958			247,881

NET DECREASE IN CASH AND EQUIVALENTS		(10,921	)		(87,499	)

CASH AND EQUIVALENTS, BEGINNING OF PERIOD		32,996			135,503

CASH AND EQUIVALENTS, END OF PERIOD	$	22,075		$	48,004

Supplemental cash flow data:
Income tax paid	$	2,400		$	2,400
Interest paid	$	3,623		$	-

Supplemental disclosures of non-cash operating activities:
Right-of-use assets obtained in exchange for new operating lease liabilities	$	-		$	80,180

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

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FUSE GROUP HOLDING INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

(UNAUDITED)

	Common Stock				Additional		Accumulated
	Shares		Amount		Paid-in Capital		Deficit			Total

Balance at September 30, 2022		64,778,050	$	64,778	$	6,949,717	$	(7,434,217	)	$	(419,722	)

Net loss		-		-		-		(121,879	)		(121,879	)

Balance at December 31, 2022		64,778,050		64,778		6,949,717		(7,556,096	)		(541,601	)

Net loss		-		-		-		(138,458	)		(138,458	)

Balance at March 31, 2023		64,778,050		64,778		6,949,717		(7,694,554	)		(680,059	)

Net loss		-		-		-		(106,360	)		(106,360	)

Balance at June 30, 2023		64,778,050	$	64,778	$	6,949,717	$	(7,800,914	)	$	(786,419	)

Balance at September 30, 2021		64,778,050	$	64,778	$	6,949,717	$	(6,989,725	)	$	24,770

Net income		-		-		-		5,904			5,904

Balance at December 31, 2021		64,778,050		64,778		6,949,717		(6,983,821	)		30,674

Net loss		-		-		-		(207,399	)		(207,399	)

Balance at March 31, 2022		64,778,050		64,778		6,949,717		(7,191,220	)		(176,725	)

Net loss		-		-		-		(129,632	)		(129,632	)

Balance at June 30, 2022		64,778,050	$	64,778	$	6,949,717	$	(7,320,852	)	$	(306,357	)

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

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FUSE GROUP HOLDING INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1 – Organization and Operations

Fuse Group Holding Inc. (the “Company” or “Fuse Group” or “We”) was incorporated under the laws of the State of Nevada on December 24, 2013. Fuse Group currently develops business opportunities in the mining and biotech areas. On December 6, 2016, the Company incorporated Fuse Processing, Inc. (“Processing”) in the State of California. Processing seeks business opportunities in mining and is currently investigating potential mining targets in Asia and North America. Fuse Group is the sole shareholder of Processing.

Fuse Group and Processing provide consulting services to mining industry clients to find mine acquisition targets within the parameters set by the clients, when the mine owner is considering selling its mining rights. The services of Fuse Group and Processing include due diligence on the potential mine seller and mine, such as ownership and whether the mine meets all operational requirements and/or is currently in operation.

In March 2017, Processing acquired 100% ownership of Fuse Trading Limited (“Trading”) for HKD1 ($0.13). Trading had no operations prior to the acquisition by Processing. Trading was seeking mining-related business opportunities in Asia. On April 22, 2022, Processing entered into a Share Transfer Agreement to transfer 100% ownership of Trading to an unrelated party for HKD1. There was no gain or loss recognized from the ownership transfer of Trading. Trading did not have any assets or business operations as of the date of transfer.

On May 3, 2018, the Company incorporated Fuse Technology Inc. in the State of Nevada, which changed its name to Fuse Biotech Inc. on November 30, 2020. Fuse Group is the sole shareholder of Fuse Biotech Inc. (“Fuse Biotech”). Fuse Biotech seeks business opportunities in the biotech area.

On April 29, 2019, the Board of Directors of the Company approved an amendment to the Company’s Articles of Incorporation (“Amendment”) to change its name from Fuse Enterprises Inc. to Fuse Group Holding Inc. Also on April 29, 2019, stockholders holding a majority of the Company’s outstanding capital stock approved the Amendment. The Amendment was filed with the Secretary of State for the State of Nevada on April 30, 2019 and became effective May 13, 2019. On May 29, 2019, the Company changed its trading symbol on OTC Markets from FNST to FUST.

On February 9, 2021, Fuse Group and Processing entered into a Share Exchange Agreement (the “Agreement”) with five individuals who own Portafolio en Investigacion Ambiental S.A. de C.V., a Mexican company (“Portafolio”). Pursuant to the Agreement, the Company agreed to issue 14,285,715 shares of Company’s common stock for all the shares of Portafolio they owned. Portafolio owns concessions rights to five mineral locations in Mexico. The five mines have not been explored and have no operations, no facilities or equipment, no existing contracts for the sale of output, and no permits or licenses to conduct mining operations other than five concessions to explore. There is no assurance that we will be able to obtain the surface rights and permits that are necessary to extract the minerals from the areas covered by the concessions. The transfer of shares of Portafolio to Processing are subject to Mexican government approval, which has not happened yet.

Stock certificates for 14,285,715 shares were prepared for the closing of the Agreement which was entered into by the Company and Processing with the five individuals who own Portafolio on February 9, 2021. The stock certificates were prepared by the Company, but not delivered to the sellers. After reevaluation of the Agreement, the Company determined that the transaction was incorrectly recorded, as such stock certificates remained in the custody of the Company and not delivered (i.e. provided as consideration) to the sellers. On October 20, 2021, the Company cancelled these stock certificates.

On March 11, 2021, Fuse Group and Fuse Biotech entered into a Share Exchange Agreement with E-Mo Biotech Holding Inc., a company incorporated under the laws of Nevada (the “E-Mo Biotech”), Qiyi Xie, a resident of California (“Xie”), Quan Qinghua, a citizen and resident of China (“Quan”), Jing Li, a citizen and resident of China (“Li”) and HWG Capital Sdn Bhd, a company incorporated under laws of Malaysia (“HWG” and hereinafter collectively with Xie, Quan and Li, the “Sellers”). Pursuant to the agreement, the Company agreed to issue the Sellers 100,000,000 shares of Company’s common stock (the “Fuse Shares”) for all the issued and outstanding shares of E-Mo Biotech (the “E-Mo Shares”) owned by the Sellers. E-Mo Biotech Holding Inc. is a start-up, development-stage company involving in vaccine, immunological treatment and diagnostic product research and development and has no commercial sales of vaccines, treatments, or diagnostic products. The acquisition was not completed and the Fuse Shares were not issued. On September 30, 2021, the Company and Fuse Biotech entered into a Termination Agreement with E-Mo Biotech, Qiyi Xie, Quan Qinghua, Jing Li and HWG Capital Sdn Bhd, effective on September 30, 2021. Pursuant to the Termination Agreement, the parties agreed to terminate the Share Exchange Agreement, which was originally entered into by and among the Company, Fuse Biotech, the Sellers and E-Mo Biotech on March 11, 2021.

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Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements were prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).

Certain information and footnote disclosures, which are normally included in consolidated financial statements prepared in accordance with U.S. GAAP were not included. The interim consolidated financial information should be read in conjunction with the Financial Statements and the notes thereto, included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2022, previously filed with the SEC on December 29, 2022.

In the opinion of management, all adjustments (which include all significant normal and recurring adjustments) necessary to present a fair statement of the Company’s consolidated financial position as of June 30, 2023, its consolidated results of operations and cash flows for the nine months ended June 30, 2023 and 2022, as applicable, were made.

Principle of Consolidation

The consolidated financial statements include the accounts of Fuse Group and its subsidiaries, Processing, Trading and Biotech. All significant inter-company accounts and transactions and balances were eliminated in consolidation.

Reclassification

Certain prior period’s accounts have been reclassified in conformity with current period’s presentation. These reclassifications had no effect on the reported results of operations.

Cash

The Company considers all highly liquid instruments with an original maturity of three months or less to be considered cash equivalents. The carrying value of these investments approximates fair value. The Company had $22,075 and $32,996 in cash at June 30, 2023 and September 30, 2022, respectively.

Use of Estimates

The preparation of consolidated financial statements in conformity with US GAAP 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 periods. Actual results could differ from those estimates. The significant areas requiring the use of management estimates include, but are not limited to, the estimated useful life and residual value of property, plant and equipment, recognition and measurement of deferred income taxes and the valuation allowance for deferred tax assets. Although these estimates are based on management’s knowledge of current events and actions management may undertake in the future, actual results may ultimately differ from those estimates and such differences may be material to the consolidated financial statements.

Fair Value Measurements and Disclosures

The carrying amounts of certain of the Company’s financial instruments, including cash and equivalents, accrued liabilities and accounts payable, approximate their fair value due to their short maturities. FASB ASC Topic 825, “Financial Instruments,” requires disclosure of the fair value of financial instruments held by the Company. The carrying amounts reported in the balance sheets for current liabilities qualify as financial instruments and are a reasonable estimate of their fair value because of the short period of time between the origination of such instruments and their expected realization and the current market rate of interest.

FASB ASC Topic 820, “Fair Value Measurements,” defines fair value, and establishes a three-level valuation hierarchy for disclosures that enhances disclosure requirements for fair value measures. The three levels are defined as follows:

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

●	Level 2 inputs to the valuation methodology include other than those in level 1 quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

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

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Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses and other payables, approximate their fair value because of the short maturity of those instruments.

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.

As of June 30, 2023 and September 30, 2022, the Company did not identify any assets and liabilities that are required to be presented on the balance sheet at fair value on a recurring basis.

Accounts Receivable

The Company maintains reserves for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debts, customer concentrations, customer credit worthiness, current economic trends and changes in customer payment patterns to evaluate the adequacy of these reserves. The Company had $0 accounts receivable at June 30, 2023 and September 30, 2022.

Property and Equipment

Property and equipment are stated at cost, net of accumulated depreciation and impairment losses, if any. Expenditures for maintenance and repairs are expensed as incurred; while additions, renewals and improvements are capitalized. When property and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation is removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property and equipment is provided using the straight-line method for substantially all assets and estimated lives as follows:

Computer and office equipment	5 years
Office furniture	7 years
Leasehold decoration and renovation	10 years

Related Parties

The Company follows subtopic 850-10 of the FASB ASC for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20, related parties include: (a) affiliates of the Company; (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions eliminated in the preparation of financial statements is not required in those statements.

The disclosures shall include: (a) the nature of the relationship(s) involved; (b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; (c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and (d) amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

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Contingencies

The Company follows FASB ASC 450-20 to account for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment.

In assessing loss contingencies related to legal proceedings pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

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

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

Revenue Recognition

The Company follows FASB Accounting Standards Update (“ASC 606”), Revenue from Contracts with Customers.

The core principle underlying FASB ASC 606 is that the Company recognizes revenue to represent the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This requires the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer. The Company’s revenue streams are recognized when control of goods and services transfers to a customer, in an amount that reflects the consideration it expects to receive for those goods.

The Company recognizes revenues following the five step model prescribed under ASC 606: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) we satisfy the performance obligation. For the Company’s mine information service, revenue is recognized when the mine information is forwarded to the client. The services of Fuse Group and Processing include due diligence on the potential mine seller and the mine, such as ownership of the mine and whether the mine meets all operation requirements and/or is currently in operation.

Income Tax

The Company uses the asset and liability method of accounting for income taxes in accordance with FASB ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current period and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets also include the prior years’ net operating losses carried forward. Deferred tax assets and liabilities are measured using enacted 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 on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

The Company follows FASB ASC Topic 740, which prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FASB ASC Topic 740 also provides guidance on recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, accounting for income taxes in interim periods, and income tax disclosures.

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Under FASB ASC Topic 740, when tax returns are filed, it is likely that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits is classified as interest expense and penalties are classified in selling, general and administrative expenses in the statement of operations. As of June 30, 2023, the Company had no unrecognized tax benefits and there were no charges during the nine months ended June 30, 2023, and accordingly, the Company did not recognize any interest or penalties related to unrecognized tax benefits. There was no accrual for uncertain tax position as of June 30, 2023. The Company files a U.S. income tax return. With few exceptions, the U.S. income tax returns filed for the years ending on September 30, 2020 and thereafter are subject to examination by the relevant taxing authorities.

Earnings (Loss) per Share

Basic EPS is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similar to basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if all the potential common shares, warrants and stock options had been issued and if the additional common shares were dilutive. Diluted EPS is based on the assumption that all dilutive convertible shares and stock options and warrants were converted or exercised. Dilution is computed by applying the treasury stock method for the outstanding options and warrants, and the if-converted method for the outstanding convertible instruments. Under the treasury stock method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later) and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under the if-converted method, outstanding convertible instruments are assumed to be converted into common stock at the beginning of the period (or at the time of issuance, if later).

Cash Flows Reporting

The Company follows paragraph 230-10-45-24 of FASB ASC for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect Method”) as defined by paragraph 230-10-45-25 of FASB ASC to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments. The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of FASB ASC.

Leases

The Company determines if an arrangement contains a lease at the inception of a contract under ASC Topic 842. At the commencement of each lease, management determines its classification as an operating or finance lease. For leases that qualify as operating leases, Right of Use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of its leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The ROU assets include adjustments for prepayments and accrued lease payments. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise such options.

The Company leases premises for office under non-cancellable operating lease. Operating lease payments are expensed over the term of lease. The Company’s current lease does not include options to extend nor any restrictions or covenants. Under the terms of the lease agreements, the Company has no legal or contractual asset retirement obligations at the end of the lease. Operating leases are included in operating lease ROU assets and operating lease liabilities (current and non-current), on the consolidated balance sheets.

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A short-term lease is defined as a lease that, at the commencement date, has a lease term of 12 months or less and does not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. When determining whether a lease qualifies as a short-term lease, the Company evaluates the lease term and the purchase option. Hence, the Company does not recognize any operating lease ROU assets and operating lease liabilities for short-term leases.

ROU assets are reviewed for impairment when indicators of impairment are present. ROU assets from operating and finance leases are subject to the impairment guidance in ASC 360, Property, Plant, and Equipment, as ROU assets are long-lived nonfinancial assets. ROU assets are tested for impairment individually or as part of an asset group if the cash flows related to the ROU asset are not independent from the cash flows of other assets and liabilities. An asset group is the unit of accounting for long-lived assets to be held and used, which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. The Company recognized no impairment of ROU assets as of June 30, 2023 and September 30, 2022.

Recently Issued Accounting Pronouncements

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326), which requires entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Early application will be permitted for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently evaluating the impact that the standard will have on its consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment. The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The guidance should be adopted on a prospective basis. As a smaller reporting company, the standard will be effective for the Company for interim and annual reporting periods beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements.

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”). ASU 2020-04 contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur. The Company continues to evaluate the impact of the guidance and may apply the elections as applicable as changes in the market occur.

In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. For SEC filers, excluding smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2021 including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. For all other entities, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of the fiscal year of adoption and cannot adopt the guidance in an interim reporting period. The adoption of this ASU does not have a significant impact on the Company’s consolidated financial statements.

Note 3 – Going Concern

The accompanying consolidated financial statements were prepared assuming the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

As reflected in the accompanying consolidated financial statements, the Company had an accumulated deficit of $7,800,914 at June 30, 2023, the Company incurred net loss of $366,697 for the nine months ended June 30, 2023, and the Company had cash outflow from operating activities of $358,879 for the nine months ended June 30, 2023. These raise substantial doubt about the Company’s ability to continue as a going concern.

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Management intends to raise additional funds by way of a private or public offering, or by obtaining loans from banks or others. While the Company believes in the viability of its strategy to generate sufficient revenue and in its ability to raise additional funds on reasonable terms and conditions, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenue and its ability to raise additional funds by way of a public or private offering or loans from banks or others.

The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary if the Company is unable to continue as a going concern.

Note 4 – Property and Equipment

Property and equipment at June 30, 2023 and September 30, 2022 consisted of the following:

	June 30, 2023			September 30, 2022

Computer equipment	$	1,852		$	1,852
Less accumulated depreciation		(1,852	)		(1,852	)
Computer equipment, net		-			-

Office furniture		12,746			12,746
Less accumulated depreciation		(11,836	)		(10,470	)
Office furniture, net		910			2,276
Total property and equipment, net	$	910		$	2,276

Depreciation for the nine months ended June 30, 2023 and 2022 was $1,366 and $1,459, respectively.

Depreciation for the three months ended June 30, 2023 and 2022 was $456 and $456, respectively.

Note 5 – Prepaid Expenses

As of June 30, 2023 and September 30, 2022, the Company had current prepaid expenses of $16,353 and $12,018, respectively. As of June 30, 2023, prepaid expense mainly consisted of prepaid OTC listing fee of $16,353. As of September 30, 2022, prepaid expense mainly consisted of prepaid OTC listing fee of $12,018.

Note 6 – Convertible Notes

Convertible notes at June 30, 2023 and September 30, 2022 consisted of the following:

	Convertible Notes
	June 30, 2023		September 30, 2022
Convertible notes – current	$	250,000	$	-
Convertible notes – non-current		450,000		350,000
Accrued interest		16,767		4,466
Total outstanding balance	$	716,767	$	354,466

From February 15, 2022, through June 30, 2023, the Company received proceeds from twelve convertible promissory notes purchase agreements with total principal of $700,000, each convertible note had a conversion price of $0.45 per share of the Company’s common stock; each convertible note had a two-year term, bears interest on the unpaid principal thereof at the rate of 3% per annum until notes are fully paid. For the nine months ended June 30, 2023 and 2022, the Company recorded $12,301 and $2,019 interest expense for the convertible promissory notes, respectively. For the three months ended June 30, 2023 and 2022, the Company recorded $4,932 and $1,582 interest expense for the convertible promissory notes, respectively. As of June 30, 2023, the Company had outstanding convertible notes and accrued interest of $700,000 and $16,767, respectively. As of September 30, 2022, the Company had outstanding convertible notes and accrued interest of $350,000 and $4,466, respectively.

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Note 7 – Other Payables

As of June 30, 2023 and September 30, 2022, the Company had other payables of $2,970 and $4,670, respectively. As of June 30, 2023, other payables mainly consisted of salary payable of $2,970. As of September 30, 2022, other payables mainly consisted of salary payable of $4,670.

Note 8 – Loans Payable

On June 24, 2020, Fuse Biotech received $105,400 from the Economic Injury Disaster Loan (“EIDL loan”) from the SBA after deducting $100 Uniform Commercial Code (“UCC”) handling charge and filing fee. This is a low-interest federal disaster loan for working capital to small businesses and non-profit organizations of any size suffering substantial economic injury as a result of the Coronavirus (COVID-19), to help the businesses to meet financial obligations and operating expenses that could have been met had the disaster not occurred. This loan has annual interest of 3.75% and is not forgivable. The maturity of the loan is 30 years, installment payments including principal and interest of $515 monthly will begin 12 months from the date of loan approval date. For the nine months ended June 30, 2023 and 2022, the Company recorded $3,623 and $3,031, respectively, as interest expense for the EIDL loan. For the three months ended June 30, 2023 and 2022, the Company recorded $1,638 and $1,005, respectively, as interest expense for the EIDL loan. For the nine months ended June 30, 2023 and 2022, the Company made $5,665 and $4,635 (including principal and interest) repayment of the EIDL loan, respectively. For the three months ended June 30, 2023 and 2022, the Company made $2,060 and $1,545 (including principal and interest) repayment of the EIDL loan, respectively.

As of June 30, 2023, the future minimum principal amount of loan payments to be paid by year are as follows:

Year Ending June 30,	Amount
2024	$	1,918
2025		2,381
2026		2,472
2027		2,567
2028		2,665
Thereafter		92,292
Total	$	104,295

Note 9 – Income Tax

At June 30, 2023 and September 30, 2022, the Company had net operating loss (“NOL”) carryforwards for income tax purposes. For federal income tax purposes, NOLs arising in tax years beginning after 2017 may only reduce 80% of a taxpayer’s taxable income, and may be carried forward indefinitely; for California income tax purposes, the entire NOL can be carried forward up to 20 years. However, the coronavirus Aid, Relief and Economic Security Act (“the CARES Act”), issued in March 2020, provides tax relief to both corporate and noncorporate taxpayers by adding a five-year carryback period and temporarily repealing the 80% limitation for NOLs arising in 2018, 2019 and 2020. The Company estimated NOL carry-forwards for Federal and California income tax purposes of $5.23 million and $5.18 million for each of Federal and California state at June 30, 2023, respectively. No tax benefit was reported with respect to these NOL carry-forwards in the accompanying consolidated financial statements because the Company believes the realization of the Company’s net deferred tax assets for the NOL for both federal and California State of approximately $1.46 million as of June 30, 2023, was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset by a full valuation allowance.

Components of deferred tax assets as of June 30, 2023 and September 30, 2022 are as follows:

	June 30, 2023			September 30, 2022
Net deferred tax assets:
Expected income tax benefit from NOL carry-forwards	$	1,460,642		$	1,358,751
Allowance for non-current prepaid expense		279,836			279,836
Lease expense under ASU 842		483			431
Less valuation allowance		(1,740,961	)		(1,639,018	)
Deferred tax assets, net of valuation allowance	$	-		$	-

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Income Tax Provision in the Statements of Operations

A reconciliation of the consolidated federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes for the nine months ended June 30, 2023 and 2022 is as follows:

	2023			2022

Federal statutory income tax expense (benefit) rate		(21.00	)%		(21.00	)%
Federal income tax rate difference		0.00	%		0.00	%
Permanent difference		0.00	%		(0.45	)%
State statutory income tax (benefit) rate, net of effect of state income tax deductible to federal income tax		(6.33	)%		(6.25	)%
Change in valuation allowance on net operating loss carry-forwards		27.99	%		28.43	%
Effective income tax rate		0.66	%		0.73	%

A reconciliation of the consolidated federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes for the three months ended June 30, 2023 and 2022 is as follows:

	2023			2022

Federal statutory income tax expense (benefit) rate		(21.00	)%		(21.00	)%
Federal income tax rate difference		0.00	%		0.00	%
Permanent difference		0.00	%		(2.29	)%
State statutory income tax (benefit) rate, net of effect of state income tax deductible to federal income tax		(6.98	)%		(6.98	)%
Change in valuation allowance on net operating loss carry-forwards		27.98	%		30.27	%
Effective income tax rate		0.00	%		0.00	%

Note 10 – Revenue, Cost of Revenue and Major Customers

Fuse Group and Processing provide consulting services to mining industry clients to find mine acquisition targets within the parameters set by the clients, in circumstances in which the mine owner is considering selling its mining rights. The services of Fuse Group and Processing include due diligence on the potential mine seller and the mine, such as ownership of the mine and whether the mine meets all operation requirements and/or is currently in operation.

Cost of revenue mainly consisted of the management’s travel expenses to visit these mines and consulting expenses paid for mine expertise during the mine due diligence period.

For the nine months ended June 30, 2023 and 2022, the Company recorded revenue of $0 and $200,000 for the services provided, respectively.

For the three months ended June 30, 2023 and 2022, the Company recorded revenue of $0 and $0 for the services provided, respectively.

For the nine and three months ended June 30, 2023, the Company had no customer which accounted for more than 10% of the Company’s revenue.

For the nine and three months ended June 30, 2022, the Company had one customer which accounted for 100% of the Company’s revenue.

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Note 11 – Acquisition of Mining Rights in Mexico

On February 9, 2021, Fuse Group and Processing entered into a Share Exchange Agreement with five individuals who owned Portafolio. Pursuant to the agreement, the Company would issue, in lieu of $1,000,000 cash payment, and deliver to the five sellers 14,285,715 shares of common stock of the Company for all the outstanding shares of Portafolio (the “Mexican Shares”) owned by these five sellers upon closing when the five sellers deliver all outstanding shares of Portafolio. Portafolio owns concessions rights to five mineral locations in Mexico. There are no business, no mining operations, no existing contracts for the sale of output, and no permits or licenses to conduct mining operations other than the concessions to explore the five mineral locations. The acquisition has not been completed yet as of June 30, 2023 as the Company was waiting for the completion of the transfer of Mexican Shares from the sellers to the Processing. The transfer of shares of Portafolio to Processing is subject to Mexican government approval, which has not happened yet.

Note 12 – Commitments

Lease Commitment

Effective December 1, 2018, the Company entered a three-year lease for an office in the city of Arcadia, California. The monthly base rent is $2,115 payable on the first day of each month, with a 3% increase each year. The lease expired on November 30, 2021. On February 28, 2022, the Company renewed lease for three more years, commencing on December 1, 2021. The new monthly base rent is $2,243 payable on the first day of each month, with a 6% increase each year. The lease will expire on November 30, 2024.

The components of lease costs, lease term and discount rate with respect to the office lease with an initial term of more than 12 months are as follows:

	For the Nine Months Ended June 30,
	2023			2022
Operating Lease costs	$	21,579		$	19,262
Weighted Average Remaining Lease Term		1.34			2.34
Weighted Average Discount Rate		5	%		5	%

	For the Three Months Ended June 30,
	2023			2022
Operating Lease costs	$	7,193		$	7,193
Weighted Average Discount Rate		5	%		5	%

The following is a schedule of maturities of lease liabilities as of June 30, 2023:

For the year ending June 30,	Operating Leases
2024	$	29,820
2025		12,675
Total lease payments		42,495
Less: imputed interest		(1,567	)
Total lease liabilities		40,928
Less: current portion		28,410
Lease liabilities – non-current portion	$	12,518

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Consulting and Service Agreements

On April 1, 2017, the Company entered into a strategic consulting agreement with a consulting company with a term of one year. The consulting company provides the Company the strategic advices on business development and marketing. The compensation to the consulting company is $50,000 per year, payable in equal installments at the end of each month. The agreement was extended to March 31, 2023 with the same terms. On April 1, 2023, the Company and the consulting company mutually agreed to extend the consultancy agreement for another year to March 31, 2024 at no further cost.

Exploratory Drilling Agreement and Related Costs. On April 1, 2018, the Company entered into a contract with an individual owner of a mining concession in Mexico. The mine is located in Mexico, in the state of Sinaloa, Badiraguato municipality, Nocoriba village. The latitude is 25.2520000 and the longitude is -107.225500. The Company started drilling within the concession 10HAAS. For the nine and three months ended June 30, 2023 and 2022, the Company spent $0 on this mine. If the project is successful, the Company will receive 3% equity in the mine (which percentage will be paid upon successful completion of exploration and drilling of the mine). The mine owner has been in discussion with a potential buyer to purchase this mine and the buyer is analyzing the minerals of this mine. The mine owner and Fuse Group have agreed to put exploration on hold until this buyer completes its analysis in preparation for making the acquisition decision. The project is currently on hold due to the delay caused by COVID-19 pandemic and negotiations will resume once the analysis of minerals of the mine is completed and accepted by the potential buyer.

Note 13 – Subsequent Events

The Company follows the guidance in FASB ASC 855-10 for the disclosure of subsequent events. The Company evaluated subsequent events through the date the financial statements were issued and determined the Company has the following material subsequent events to disclose in its consolidated financial statements:

On June 29, 2023, the Company entered into a Convertible Promissory Notes Purchase Agreement with Liu Marketing (M) SDN BHD, a company incorporated under the laws of Malaysia (the “Purchaser”). Pursuant to the agreement, the Company sold a Convertible Promissory Note to the Purchaser with a principal amount of $50,000. The Note bears interest at the rate of 3% per annum, which are payable on June 29 of 2024 and 2025. The Note will mature on the date that is twenty-four months from the date that the purchase price of the Note is paid to the Company. Any outstanding principal and interest on the Note may be converted to the shares of common stock of the Company at the holder’s option at a conversion price of $0.45 per share at any time until the total outstanding balance of the Note is paid. The Company received the proceeds from this note in July 2023.

On June 30, 2023, the Company received a written notice from Liu Marketing (M) SDN BHD (the “Lender”), pursuant to certain Convertible Promissory Notes made by the Company in favor of Lender on February 15, 2022, March 23, 2022, June 9, 2022, July 1, 2022, August 19, 2022, October 6, 2022, November 7, 2022, December 16, 2022, January 30, 2023, February 24, 2023, April 10, 2023 and May 29, 2023 (the “Notes”), that the Lender elected to convert all of the Notes balances (including principal and interest of the Notes) of $716,767 for 1,592,816 shares of common stock of the Company (the “Shares”) at the conversion price of $0.45 per share. On July 7, 2023, the Shares were issued to the Lender pursuant to an exemption from registration under Regulation S, promulgated under the Securities Act of 1933, as amended.

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Item 2.

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

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The following discussion and analysis of the consolidated financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this report. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Words such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” the negatives of such terms and other terms of similar meaning typically identify forward-looking statements. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those listed under the heading “Risk Factors” and those listed in our Annual Report on Form 10-K for the year ended September 30, 2022 (the “2022 Form 10K) and those set forth from time to time in our other filings with the SEC. The following discussion should be read in conjunction with our Financial Statements and related Notes thereto included elsewhere in this report and in our 2022 Form 10-K.

Overview

Fuse Group Holding Inc. (the “Company” or “Fuse Group” or “we”) was incorporated under the laws of the State of Nevada on December 24, 2013. Fuse Group currently develops opportunities in mining and biotech areas. On December 6, 2016, the Company incorporated Fuse Processing, Inc. (“Processing”) in the State of California. Processing seeks business opportunities in mining and is currently investigating potential mining targets in Asia and North America. Fuse Group is the sole shareholder of Processing. In March 2017, Processing acquired 100% ownership of Fuse Trading Limited (“Trading”) for HKD1 ($0.13). Trading had no operations prior to the acquisition by Processing, and Trading was expected to be engaged in mining-related businesses. On April 22, 2022, Processing transferred 100% ownership of Trading to an unrelated third party for HKD1. On May 3, 2018, the Company incorporated Fuse Technology Inc. in the State of Nevada, which changed its name to Fuse Biotech Inc. on November 30, 2020. Fuse Group is the sole shareholder of Fuse Biotech Inc. (“Fuse Biotech”). Fuse Biotech originally engaged in IMETAL system development. The Company originally planned to operate IMETAL as a platform to facilitate investment and trade in raw metals, find specialized minerals, exploit these opportunities and issue tokens to be used on the platform, subject to compliance with applicable laws and regulations. Due to the development of laws and regulations on token issuance and trading, management discussed its function and compliance issues with the designer of the platform and concluded the project had more issues and costs for compliance than originally expected, on December 23, 2019, the Board decided to terminate the IMETAL project. Currently, Fuse Biotech seeks business opportunities in the biotech area.

Fuse Group and Processing provide consulting services to mining industry clients to find acquisition targets within the parameters set by the clients, when the mine owner is considering selling its mining rights. The services of Fuse Group and Processing include due diligence on the potential mine seller and the mine, such as ownership of the mine and whether the mine meets all operation requirements and/or is currently in operation.

On January 4, 2017, Processing entered into a Consulting and Strategist Agreement with a consulting company for a six-month term. On July 3, 2017, Processing and the consulting company extended the Consulting and Strategist Agreement until January 3, 2018 at no additional cost, and the Agreement was subsequently extended to July 3, 2018. The consultant provides Processing with market research, exploration and advise on business development opportunities in certain countries, and other general business advisory services. Processing paid a deposit of $1,325,000 for the consulting fee, of which, $325,000 was expensed as a consulting fee based on the agreement, and the remaining $1,000,000 of which would have been refunded to the Company if the Company had not made an investment and/or entered into a business relationship in Mexico. The consulting company found acquisition targets for the Company, and on June 22, 2018, the Company entered into a Memorandum of Understanding (“MOU”) with a seller to purchase concessions rights to five mineral locations located in different areas of Mexico for $1,000,000. Upon execution of the MOU, the Company acquired the exclusive right to purchase the concessions rights to mines from the seller until September 30, 2018. The parties entered into an oral agreement that the Company would pay a purchase price of $1,000,000 to purchase concessions rights to five mineral locations that would be consolidated into a local company in Mexico upon the approval from the Mexican government allowing the transfer of all mining concession to a Mexican company.

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On February 9, 2021, the Company and Processing entered into a Share Exchange Agreement (the “Agreement”) with Choo Keam Hui, Goh Hau Guan, Lim Hui Sing, Teh Boon Nee and Tia Chai Teck (collectively as the “Sellers”). Pursuant to the Agreement, the Company agreed to issue to the Sellers in aggregate of 14,285,715 shares of common stock of the Company (the “Fuse Shares”) in exchange of all the outstanding shares of Portafolio en Investigacion Ambiental S.A. de C.V., a Mexican company ("Portafolio”) owned by the Sellers. Portafolio owns concessions rights to five mineral locations and the five mines have not been explored and have no operations, no existing contracts for the sale of output, no permits or licenses to conduct mining operations. Portafolio only has five concessions to explore for minerals and owns no facilities or equipment. There is no assurance that we will be able to obtain the surface rights and permits that are necessary to extract the minerals from the areas covered by the concessions. The Company is waiting for the Sellers to complete the transfer process for the equity interest of Portafolio to the Processing to complete the transaction.

Stock certificates for 14,285,715 shares were prepared by the Company for the closing of the transaction contemplated in the Agreement but were not delivered to the Sellers. After reevaluation of the Agreement, the Company determined that the transaction was incorrectly recorded, as such stock certificates remained in the custody of the Company and not delivered (i.e. provided as consideration) to the Sellers. On October 20, 2021, the Company cancelled these stock certificates.

On April 29, 2019, the Board of Directors (“BOD”) of the Company approved an amendment to the Company’s Articles of Incorporation (the “Amendment”) to change its name from Fuse Enterprises Inc. to Fuse Group Holding Inc. Also on April 29, 2019, stockholders holding a majority of the Company’s outstanding capital stock approved the Amendment. The Amendment was filed with the Secretary of State for the State of Nevada on April 30, 2019, and became effective on May 13, 2019. On May 29, 2019, the Company changed its trading symbol on OTC Markets from FNST to FUST.

In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic, and the pandemic has resulted in quarantines, travel restrictions, and the temporary closure of office buildings and facilities in the US. Our business and services and results of operations have been adversely affected and could continue to be adversely affected by the outbreaks of COVID-19 pandemic. The pandemic negatively impacted our business development, and disrupted or delayed our mine projects and services to our clients. Quarantines, travel restrictions, shelter-in-place and other restrictions related to COVID-19 have impacted our abilities to visit mines in Mexico and Asian counties as well as to meet with potential clients and mine owners for our consulting business and our own investment in mine projects. Our clients that are negatively impacted by the outbreak of COVID-19 may cancel or suspend their mine acquisition projects, which in turn will reduce their demands for our services and materially adversely impact our revenue. The businesses are back to normal in the U.S. and in California, although international travels and business meetings have not been back to the level as they were before COVID-19. The situation remains highly uncertain for any further outbreak or resurgence of the COVID-19 and new variants. It is therefore difficult for the Company to estimate the impact on our business or operating results that might be adversely affected by any further outbreak or resurgence of COVID-19 and new variants. We will continue to closely monitor the situation throughout 2023 and beyond.

The global economy has also been materially negatively affected by COVID-19 and there is continued uncertainty about the duration and intensity of its impacts. The U.S. and global growth forecast are extremely uncertain, which would seriously affect people’s investment desires in mines in Mexico, Asia and internationally.

A widespread pandemic could result in significant disruption of global financial markets, reducing our ability to access capital, which could negatively affect our liquidity. In addition, a recession or market correction resulting from the spread of COVID-19 could materially affect our business and the value of our common stock.

We received a $49,600 Paycheck Protection Program loan (“PPP loan”) and a $105,500 Economic Injury Disaster Loan (“EIDL loan”) from US Small Business Administration (“the SBA”) during the year ended September 30, 2020. The forgiveness of $49,600 PPP loan was approved in June 2021.

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On March 11, 2021, Fuse Group and Fuse Biotech entered into a Share Exchange Agreement with E-Mo Biotech Holding Inc., a company incorporated under the laws of Nevada (the “E-Mo Biotech”), Qiyi Xie, a resident of California (“Xie”), Quan Qinghua, a citizen and resident of China (“Quan”), Jing Li, a citizen and resident of China (“Li”) and HWG Capital Sdn Bhd, a company incorporated under laws of Malaysia (“HWG” and hereinafter collectively with Xie, Quan and Li, the “Sellers”). Pursuant to the Agreement, the Company will issue the Sellers 100,000,000 shares of Company’s common stock (the “Fuse Shares”) for all the issued and outstanding shares of E-Mo Biotech (the “E-Mo Shares”) owned by the Sellers. E-Mo Biotech Holding Inc. is a start-up, development-stage company involving in vaccine, immunological treatment and diagnostic product research and development and has no commercial sales of vaccines, treatments, or diagnostic products. The acquisition was not completed and the Fuse Shares were not issued. On September 30, 2021, the Company and Fuse Biotech entered into a Termination Agreement with E-Mo Biotech, the Sellers, effective on September 30, 2021. Pursuant to the Termination Agreement, the parties agreed to terminate the Share Exchange Agreement, which was originally entered into by and among the Company, Fuse Biotech, the Sellers and E-Mo Biotech on March 11, 2021.

Results of operations for the nine months ended June 30, 2023 and 2022

Revenue and Cost of Revenue

We develop our business in mining and investigate potential mining targets in Asia and North America. In addition to our own investment in mining businesses, we provide consulting services to clients which are mining business investors with potential mine acquisition targets within the specific parameters set by those clients, where the mine owner is considering selling its mining rights. Our services include due diligence on the potential mine seller and the mine, such as ownership of the mine and whether the mine meets all operation requirements and/or is currently in operation.

Our revenue for the nine months ended June 30, 2023 was nil. For the nine months ended June 30, 2022, we provided two potential mine opportunities in Mexico to a client. For the nine months ended June 30, 2022, the Company recorded revenue of $200,000 for the services provided. Our cost of revenues for the nine months ended June 30, 2023 and 2022 was nil and $10,015, respectively, which was mainly for the consulting expenses paid for mine expertise during the mine due diligence period for the nine months ended June 30, 2022, resulting in a gross profit of nil and $189,985 for the nine months ended June 30, 2023 and 2022, respectively.

Costs and Expenses

The major components of our expenses for the nine months ended June 30, 2023 and 2022 are in the table below:

	2023		2022		Increase (Decrease)

General and administrative	$	301,873	$	451,681	$	(149,808	)
Consulting fees		46,500		61,333		(14,833	)
Total operating expenses	$	348,373	$	513,014	$	(164,641	)

The decrease in our operating expenses for the nine months ended June 30, 2023, compared to the nine months ended June 30, 2022, was mainly due to a decrease in consulting fee by $14,833, a decrease in accounting fee by $57,040, a decrease in auditing fee by $11,500, a decrease in insurance expense by $11,216, a decrease in payroll expense by $37,783, a decrease in travel expense by $15,082 and a decrease in other G&A expenses by $17,187.

Non-operating income (expenses), net

Net non-operating expense was $15,924 for the nine months ended June 30, 2023, compared to non-operating expense of $5,697 for the nine months ended June 30, 2022. For the nine months ended June 30, 2023, non-operating expenses mainly consist of interest expense on EIDL of $3,623, interest expense on convertible notes of $12,301. For the nine months ended June 30, 2022, non-operating expenses mainly consist of interest expense on EIDL of $3,031 and interest expense on convertible notes of $2,019 and bank service charge of $699.

Results of operations for the three months ended June 30, 2023 and 2022

Revenue and Cost of Revenue

For the three months ended June 30, 2023 and 2022, the Company recorded revenue of $0 and $0, respectively for the services provided. Our cost of revenues for the three months ended June 30, 2023 and 2022 was $0 and $0, respectively.

Table of Contents

Costs and Expenses

The major components of our expenses for the three months ended June 30, 2023 and 2022 are outlined in the table below:

	2023		2022		Increase (Decrease)

General and administrative	$	84,290	$	108,525	$	(24,235	)
Consulting fees		15,500		18,920		(3,420	)
Total operating expenses	$	99,790	$	127,445	$	(27,655	)

The decrease in our operating expenses for the three months ended June 30, 2023, compared to the three months ended June 30, 2022, was mainly due to a decrease in consulting fee by $3,420, a decrease in travel expense by $13,413, and a decrease in payroll expense by $12,500, which was partly offset by increased other G&A expenses by $1,678.

Non-operating expenses, net

Net non-operating expenses were $6,570 for the three months ended June 30, 2023, compared to $2,186 for the three months ended June 30, 2022. For the three months ended June 30, 2023, non-operating expenses mainly consist of interest on EIDL loan of $1,638, interest expense on convertible notes of $4,932. For the three months ended June 30, 2022, non-operating expenses mainly consist of interest on EIDL loan of $1,005, interest expense on convertible notes of $1,582 and other income $402.

Liquidity and Capital Resources

The table below provides selected working capital information as of June 30, 2023 and September 30, 2022:

	June 30, 2023			September 30, 2022

Total current assets	$	38,428		$	45,014
Total current liabilities		300,065			37,573
Working capital	$	(261,637	)	$	7,441

Liquidity

During the nine months ended June 30, 2023 and 2022, we had net loss of $366,697 and net loss of $331,127, respectively.

If we are not successful in developing the mining business and establishing profitability and positive cash flow, additional capital may be required to maintain ongoing operations. We have explored and continue to explore options to provide additional financing to fund future operations as well as other possible courses of action. Such actions may include, but are not limited to, securing lines of credit, sales of debt or equity securities (which may result in dilution to existing shareholders), loans and cash advances from other third parties or banks, and other similar actions. There can be no assurance we will be able to obtain additional funding (if needed), on acceptable terms or at all, through a sale of our common stock, loans from financial institutions, or other third parties, or any of the actions discussed above. If we cannot sustain profitable operations, and additional capital is unavailable, lack of liquidity could have a material adverse effect on our business viability, financial position, results of operations and cash flows.

Cash Flows

The table below, for the periods indicated, provides selected cash flow information for the nine months ended June 30, 2023 and 2022:

	2023			2022

Net cash used in operating activities	$	(358,879	)	$	(335,380	)
Net cash provided by financing activities		347,958			247,881
Net decrease in cash	$	(10,921	)	$	(87,499	)

Table of Contents

Cash Flows from Operating Activities

Our cash used in operating activities for the nine months ended June 30, 2023 and 2022 was $358,879 and $335,380, respectively. The increase in cash outflow during the nine months ended June 30, 2023 was due to increased cash outflow resulted from net loss after noncash adjustment by $33,346 and an increase in prepaid expenses by $11,662, which was partly offset by decreased cash outflow of other payable by $12,426 and increased cash inflow of accrued interest by $10,282.

Cash Flows from Investing Activities

During the nine months ended June 30, 2023 and 2022, we did not have any investing activities.

Cash Flows from Financing Activities

Our cash from financing activities for the nine months ended June 30, 2023 and 2022, was $347,958 and $247,881, respectively. For the nine months ended June 30, 2023, cash provided by financing activities mainly consisted of proceeds from issuance of seven convertible notes $350,000, but partly offset with $2,042 repayment to EIDL loan. For the nine months ended June 30, 2022, cash provided by financing activities mainly consisted of proceeds from issuance of three convertible notes $250,000, but partly offset with $2,119 repayment to EIDL loan.

Recent Accounting Pronouncements

See Note 2 to the Consolidated Financial Statements.

Off Balance Sheet Arrangements

As of June 30, 2023, we did not have any off-balance-sheet arrangements.

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

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Item 4.

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a 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.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of the end of the period covered by this report that our disclosure controls and procedures were not effective due to material weaknesses. The control deficiencies that constituted material weaknesses are as described below.

1. We do not have an Audit Committee. While we are not legally obligated to have an audit committee, it is the management’s view that such a committee, including a financial expert member, is of the utmost importance for entity-level control over the Company’s financial statements. Currently, the Board of Directors acts in the capacity of an audit committee.

2. We did not implement appropriate information technology controls. As of June 30, 2023, the Company was retaining copies of all financial data and material agreements; however there is no formal procedure or evidence of normal backup of the Company’s data or off-site storage of the data in the event of theft, misplacement, or loss due to unmitigated factors.

3. We currently lack sufficient accounting personnel with the appropriate level of knowledge, experience and training in U.S. GAAP and SEC reporting requirements. We have one employee assigned to a position that involves processing financial information, resulting in a lack of segregation of duties so that all journal entries and account reconciliations are reviewed by someone other than the preparer, heightening the risk of error or fraud.

We have taken certain actions to remediate the material weakness related to our lack of U.S. GAAP experience. We have engaged an outside CPA with U.S. GAAP knowledge and experience to supplement our current internal accounting personnel and assist us in the preparation of our financial statements to ensure that our financial statements are prepared in accordance with U.S. GAAP.

If we are unable to remediate the material weakness, or other control deficiencies are identified, we may not be able to report our financial results accurately, prevent fraud or file our periodic reports as a public company in a timely manner. Due to our small size and the early stage of our business, segregation of duties may not always be possible and may not be economically feasible. We have limited capital resources and have given priority in the use of those resources to our business development efforts. As a result, we have not been able to take steps to improve our internal controls over financial reporting during the quarter ended June 30, 2023. However, we continue to evaluate the effectiveness of internal controls and procedures on an on-going basis. As our operations grow and become more complex, we intend to hire additional personnel in financial reporting and other areas. However, there can be no assurance of when, if ever, we will be able to remediate the identified material weaknesses.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the three months ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

We may from time to time be party to litigation and subject to claims incident to the ordinary course of business. As we grow and gain prominence in the marketplace we may become party to an increasing number of litigation matters and claims. The outcome of litigation and claims cannot be predicted with certainty, and the resolution of these matters could materially affect our future results of operations, cash flows or financial position. We are not currently a party to any legal proceedings.

Item 1A.

Risk Factors

Not applicable.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.

Defaults upon Senior Securities

None.

Item 4.

Mine Safety Disclosure

Not applicable.

Item 5.

Other Information

None.

Item 6.

Exhibits

Exhibit No.		Description
31.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended*
32.1		Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INS		Inline XBRL Instance Document*
101.SCH		Inline XBRL Schema Document*
101.CAL		Inline XBRL Calculation Linkbase Document*
101.DEF		Inline XBRL Definition Linkbase Document*
101.LAB		Inline XBRL Label Linkbase Document*
101.PRE		Inline XBRL Presentation Linkbase Document*
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*	filed herewith

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SIGNATURES

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

	FUSE GROUP HOLDING INC.

	By:	/s/ Umesh Patel
		Umesh Patel
		Chief Executive Officer and Chief Financial Officer
		(Principal Executive Officer, principal financial officer and accounting officer)

		August 11, 2023

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Exhibit 31.1

RULE 13a-14(a) CERTIFICATION FOR FORM 10-Q (CEO and CFO) CERTIFICATION

I, Umesh Patel, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Fuse Group Holding Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to the Company by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: August 11, 2023	By:	/s/ Umesh Patel
		Umesh Patel
		Chief Executive Officer and Chief Financial Officer

Exhibit 32.1

SECTION 1350 CERTIFICATION (CEO and CFO) 1350

FUSE GROUP HOLDING INC.

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Fuse Group Holding Inc. (the “Company”) on Form 10-Q for the fiscal quarter ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Umesh Patel, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 11, 2023		/s/ Umesh Patel
		Umesh Patel
		Chief Executive Officer and Chief Financial Officer

Document And Entity Information - shares	9 Months Ended
Document And Entity Information - shares	Jun. 30, 2023	Aug. 11, 2023
Document Information Line Items
Entity Registrant Name	FUSE GROUP HOLDING INC
Trading Symbol	N/A
Document Type	10-Q
Current Fiscal Year End Date	--09-30
Entity Common Stock, Shares Outstanding		66,370,866
Amendment Flag	false
Entity Central Index Key	0001636051
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Jun. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	333-202948
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	47-1017473
Entity Address, Address Line One	805 W. Duarte Rd., Suite 102 Arcadia, CA 91006 (Address of principal executive offices including zip code)
Entity Address, City or Town	Arcadia
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91006
City Area Code	(626)
Local Phone Number	977-0000
Title of 12(b) Security	None
Security Exchange Name	NONE
Entity Interactive Data Current	Yes

CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2023	Sep. 30, 2022
CURRENT ASSETS
Cash and equivalents	$ 22,075	$ 32,996
Prepaid expenses	16,353	12,018
Total current assets	38,428	45,014
NON-CURRENT ASSETS
Property and equipment, net	910	2,276
Right-of-use asset, net	39,203	58,835
Total non-current assets	40,113	61,111
TOTAL ASSETS	78,541	106,125
CURRENT LIABILITIES
Other payables	2,970	4,670
Accrued interest on convertible notes	16,767	4,466
Lease liability	28,410	26,207
Loan payable	1,918	2,230
Convertible notes	250,000	0
Total current liabilities	300,065	37,573
NON-CURRENT LIABILITIES
Convertible notes	450,000	350,000
Lease Liability	12,518	34,167
Loan payable	102,377	104,107
Total non-current liabilities	564,895	488,274
TOTAL LIABILITIES	864,960	525,847
STOCKHOLDERS’ DEFICIT
Common stock, par value $0.001 per share, 375,000,000 shares authorized; 64,778,050 shares issued and outstanding	64,778	64,778
Additional paid-in capital	6,949,717	6,949,717
Accumulated deficit	(7,800,914)	(7,434,217)
Total stockholders’ deficit	(786,419)	(419,722)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$ 78,541	$ 106,125

CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares	Jun. 30, 2023	Sep. 30, 2022
Statement of Financial Position [Abstract]
Common stock, par value (in Dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	375,000,000	375,000,000
Common stock, shares issued	64,778,050	64,778,050
Common stock, shares outstanding	64,778,050	64,778,050

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		9 Months Ended
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Revenue	$ 0	$ 0	$ 0	$ 200,000
Cost of revenue	0	0	0	10,015
Gross profit	0	0	0	189,985
Operating expenses
General and administrative	84,290	108,525	301,873	451,681
Consulting	15,500	18,920	46,500	61,333
Total operating expenses	99,790	127,445	348,373	513,014
Loss from operations	(99,790)	(127,445)	(348,373)	(323,029)
Non-operating expenses
Interest expense	(6,570)	(2,588)	(15,924)	(5,050)
Other income (expense), net	0	402	0	(647)
Total non-operating expenses	(6,570)	(2,186)	(15,924)	(5,697)
Loss before income tax	(106,360)	(129,632)	(364,297)	(328,727)
Income tax	0	0	2,400	2,400
Net loss	$ (106,360)	$ (129,632)	$ (366,697)	$ (331,127)
Basic weighted average shares outstanding (in Shares)	64,778,050	64,778,050	64,778,050	64,778,050
Basic loss per share (in Dollars per share)	$ 0	$ 0	$ (0.01)	$ (0.01)

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Jun. 30, 2023	Jun. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (366,697)	$ (331,127)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	1,366	1,459
Operating lease expense	21,579	19,262
Changes in assets and liabilities:
Prepaid expenses	(4,335)	7,327
Other payables	(1,700)	(14,126)
Accrued interest	12,301	2,019
Payment of lease liability	(21,393)	(20,194)
Net cash used in operating activities	(358,879)	(335,380)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from convertible notes	350,000	250,000
Repayment of loan payable	(2,042)	(2,119)
Net cash provided by financing activities	347,958	247,881
NET DECREASE IN CASH AND EQUIVALENTS	(10,921)	(87,499)
CASH AND EQUIVALENTS, BEGINNING OF PERIOD	32,996	135,503
CASH AND EQUIVALENTS, END OF PERIOD	22,075	48,004
Supplemental cash flow data:
Income tax paid	2,400	2,400
Interest paid	3,623	0
Right-of-use assets obtained in exchange for new operating lease liabilities	$ 0	$ 80,180

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Sep. 30, 2021	$ 64,778	$ 6,949,717	$ (6,989,725)	$ 24,770
Balance (in Shares) at Sep. 30, 2021	64,778,050
Net income (loss)			5,904	5,904
Balance at Dec. 31, 2021	$ 64,778	6,949,717	(6,983,821)	30,674
Balance (in Shares) at Dec. 31, 2021	64,778,050
Balance at Sep. 30, 2021	$ 64,778	6,949,717	(6,989,725)	24,770
Balance (in Shares) at Sep. 30, 2021	64,778,050
Net income (loss)				(331,127)
Balance at Jun. 30, 2022	$ 64,778	6,949,717	(7,320,852)	(306,357)
Balance (in Shares) at Jun. 30, 2022	64,778,050
Balance at Dec. 31, 2021	$ 64,778	6,949,717	(6,983,821)	30,674
Balance (in Shares) at Dec. 31, 2021	64,778,050
Net income (loss)			(207,399)	(207,399)
Balance at Mar. 31, 2022	$ 64,778	6,949,717	(7,191,220)	(176,725)
Balance (in Shares) at Mar. 31, 2022	64,778,050
Net income (loss)			(129,632)	(129,632)
Balance at Jun. 30, 2022	$ 64,778	6,949,717	(7,320,852)	(306,357)
Balance (in Shares) at Jun. 30, 2022	64,778,050
Balance at Sep. 30, 2022	$ 64,778	6,949,717	(7,434,217)	$ (419,722)
Balance (in Shares) at Sep. 30, 2022	64,778,050			64,778,050
Net income (loss)			(121,879)	$ (121,879)
Balance at Dec. 31, 2022	$ 64,778	6,949,717	(7,556,096)	(541,601)
Balance (in Shares) at Dec. 31, 2022	64,778,050
Balance at Sep. 30, 2022	$ 64,778	6,949,717	(7,434,217)	$ (419,722)
Balance (in Shares) at Sep. 30, 2022	64,778,050			64,778,050
Net income (loss)				$ (366,697)
Balance at Jun. 30, 2023	$ 64,778	6,949,717	(7,800,914)	$ (786,419)
Balance (in Shares) at Jun. 30, 2023	64,778,050			64,778,050
Balance at Dec. 31, 2022	$ 64,778	6,949,717	(7,556,096)	$ (541,601)
Balance (in Shares) at Dec. 31, 2022	64,778,050
Net income (loss)			(138,458)	(138,458)
Balance at Mar. 31, 2023	$ 64,778	6,949,717	(7,694,554)	(680,059)
Balance (in Shares) at Mar. 31, 2023	64,778,050
Net income (loss)			(106,360)	(106,360)
Balance at Jun. 30, 2023	$ 64,778	$ 6,949,717	$ (7,800,914)	$ (786,419)
Balance (in Shares) at Jun. 30, 2023	64,778,050			64,778,050

Organization and Operations

9 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

Note 1 – Organization and Operations

Summary of Significant Accounting Policies

9 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

Principle of Consolidation

Reclassification

Certain prior period’s accounts have been reclassified in conformity with current period’s presentation. These reclassifications had no effect on the reported results of operations.

Cash

Use of Estimates

Fair Value Measurements and Disclosures

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

●	Level 2 inputs to the valuation methodology include other than those in level 1 quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

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

As of June 30, 2023 and September 30, 2022, the Company did not identify any assets and liabilities that are required to be presented on the balance sheet at fair value on a recurring basis.

Accounts Receivable

Property and Equipment

Computer and office equipment	5 years
Office furniture	7 years
Leasehold decoration and renovation	10 years

Related Parties

Contingencies

Revenue Recognition

The Company follows FASB Accounting Standards Update (“ASC 606”), Revenue from Contracts with Customers.

Income Tax

Earnings (Loss) per Share

Cash Flows Reporting

Leases

Recently Issued Accounting Pronouncements

Going Concern

9 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Substantial Doubt about Going Concern [Text Block]

Note 3 – Going Concern

Property and Equipment

9 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment Disclosure [Text Block]

Note 4 – Property and Equipment

Property and equipment at June 30, 2023 and September 30, 2022 consisted of the following:

	June 30, 2023			September 30, 2022

Computer equipment	$	1,852		$	1,852
Less accumulated depreciation		(1,852	)		(1,852	)
Computer equipment, net		-			-

Office furniture		12,746			12,746
Less accumulated depreciation		(11,836	)		(10,470	)
Office furniture, net		910			2,276
Total property and equipment, net	$	910		$	2,276

Depreciation for the nine months ended June 30, 2023 and 2022 was $1,366 and $1,459, respectively.

Depreciation for the three months ended June 30, 2023 and 2022 was $456 and $456, respectively.

Prepaid Expenses

9 Months Ended

Jun. 30, 2023

Disclosure Text Block Supplement [Abstract]

Other Assets Disclosure [Text Block]

Note 5 – Prepaid Expenses

Convertible Notes

9 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Long-Term Debt [Text Block]

Note 6 – Convertible Notes

Convertible notes at June 30, 2023 and September 30, 2022 consisted of the following:

	Convertible Notes
	June 30, 2023		September 30, 2022
Convertible notes – current	$	250,000	$	-
Convertible notes – non-current		450,000		350,000
Accrued interest		16,767		4,466
Total outstanding balance	$	716,767	$	354,466

Other Payables

9 Months Ended

Jun. 30, 2023

Disclosure Text Block Supplement [Abstract]

Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block]

Note 7 – Other Payables

Loans Payable

9 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

Note 8 – Loans Payable

As of June 30, 2023, the future minimum principal amount of loan payments to be paid by year are as follows:

Year Ending June 30,	Amount
2024	$	1,918
2025		2,381
2026		2,472
2027		2,567
2028		2,665
Thereafter		92,292
Total	$	104,295

Income Tax

9 Months Ended

Jun. 30, 2023

Income Tax Disclosure [Abstract]

Income Tax Disclosure [Text Block]

Note 9 – Income Tax

Components of deferred tax assets as of June 30, 2023 and September 30, 2022 are as follows:

	June 30, 2023			September 30, 2022
Net deferred tax assets:
Expected income tax benefit from NOL carry-forwards	$	1,460,642		$	1,358,751
Allowance for non-current prepaid expense		279,836			279,836
Lease expense under ASU 842		483			431
Less valuation allowance		(1,740,961	)		(1,639,018	)
Deferred tax assets, net of valuation allowance	$	-		$	-

Income Tax Provision in the Statements of Operations

	2023			2022

Federal statutory income tax expense (benefit) rate		(21.00	)%		(21.00	)%
Federal income tax rate difference		0.00	%		0.00	%
Permanent difference		0.00	%		(0.45	)%
State statutory income tax (benefit) rate, net of effect of state income tax deductible to federal income tax		(6.33	)%		(6.25	)%
Change in valuation allowance on net operating loss carry-forwards		27.99	%		28.43	%
Effective income tax rate		0.66	%		0.73	%

	2023			2022

Federal statutory income tax expense (benefit) rate		(21.00	)%		(21.00	)%
Federal income tax rate difference		0.00	%		0.00	%
Permanent difference		0.00	%		(2.29	)%
State statutory income tax (benefit) rate, net of effect of state income tax deductible to federal income tax		(6.98	)%		(6.98	)%
Change in valuation allowance on net operating loss carry-forwards		27.98	%		30.27	%
Effective income tax rate		0.00	%		0.00	%

Revenue, Cost of Revenue and Major Customers

9 Months Ended

Jun. 30, 2023

Revenue from Contract with Customer [Abstract]

Revenue from Contract with Customer [Text Block]

Note 10 – Revenue, Cost of Revenue and Major Customers

Cost of revenue mainly consisted of the management’s travel expenses to visit these mines and consulting expenses paid for mine expertise during the mine due diligence period.

For the nine months ended June 30, 2023 and 2022, the Company recorded revenue of $0 and $200,000 for the services provided, respectively.

For the three months ended June 30, 2023 and 2022, the Company recorded revenue of $0 and $0 for the services provided, respectively.

For the nine and three months ended June 30, 2023, the Company had no customer which accounted for more than 10% of the Company’s revenue.

For the nine and three months ended June 30, 2022, the Company had one customer which accounted for 100% of the Company’s revenue.

Acquisition of Mining Rights in Mexico

9 Months Ended

Jun. 30, 2023

Business Combinations [Abstract]

Business Combination Disclosure [Text Block]

Note 11 – Acquisition of Mining Rights in Mexico

Commitments

9 Months Ended

Jun. 30, 2023

Disclosure Text Block [Abstract]

Lessee, Operating Leases [Text Block]

Note 12 – Commitments

Lease Commitment

The components of lease costs, lease term and discount rate with respect to the office lease with an initial term of more than 12 months are as follows:

	For the Nine Months Ended June 30,
	2023			2022
Operating Lease costs	$	21,579		$	19,262
Weighted Average Remaining Lease Term		1.34			2.34
Weighted Average Discount Rate		5	%		5	%

	For the Three Months Ended June 30,
	2023			2022
Operating Lease costs	$	7,193		$	7,193
Weighted Average Discount Rate		5	%		5	%

The following is a schedule of maturities of lease liabilities as of June 30, 2023:

For the year ending June 30,	Operating Leases
2024	$	29,820
2025		12,675
Total lease payments		42,495
Less: imputed interest		(1,567	)
Total lease liabilities		40,928
Less: current portion		28,410
Lease liabilities – non-current portion	$	12,518

Consulting and Service Agreements

Subsequent Events

9 Months Ended

Jun. 30, 2023

Subsequent Events [Abstract]

Subsequent Events [Text Block]

Note 13 – Subsequent Events

Accounting Policies, by Policy (Policies)

9 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

Basis of Presentation

Consolidation, Policy [Policy Text Block]

Principle of Consolidation

Reclassification, Comparability Adjustment [Policy Text Block]

Reclassification

Certain prior period’s accounts have been reclassified in conformity with current period’s presentation. These reclassifications had no effect on the reported results of operations.

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash

Use of Estimates, Policy [Policy Text Block]

Use of Estimates

Fair Value of Financial Instruments, Policy [Policy Text Block]

Fair Value Measurements and Disclosures

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

●	Level 2 inputs to the valuation methodology include other than those in level 1 quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

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

As of June 30, 2023 and September 30, 2022, the Company did not identify any assets and liabilities that are required to be presented on the balance sheet at fair value on a recurring basis.

Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block]

Accounts Receivable

Property, Plant and Equipment, Policy [Policy Text Block]

Property and Equipment

Computer and office equipment	5 years
Office furniture	7 years
Leasehold decoration and renovation	10 years

Contingencies

Revenue [Policy Text Block]

Revenue Recognition

The Company follows FASB Accounting Standards Update (“ASC 606”), Revenue from Contracts with Customers.

Income Tax, Policy [Policy Text Block]

Income Tax

Earnings Per Share, Policy [Policy Text Block]

Earnings (Loss) per Share

Cash Flow, Policy [Policy Text Block]

Cash Flows Reporting

Lessee, Leases [Policy Text Block]

Leases

New Accounting Pronouncements, Policy [Policy Text Block]

Recently Issued Accounting Pronouncements

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Jun. 30, 2023

Estimated Useful Lives [Member]

Summary of Significant Accounting Policies (Tables) [Line Items]

Property, Plant and Equipment [Table Text Block]

Computer and office equipment	5 years
Office furniture	7 years
Leasehold decoration and renovation	10 years

Property and Equipment (Tables)

9 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Member]

Property and Equipment (Tables) [Line Items]

Property, Plant and Equipment [Table Text Block]

Property and equipment at June 30, 2023 and September 30, 2022 consisted of the following:

	June 30, 2023			September 30, 2022

Computer equipment	$	1,852		$	1,852
Less accumulated depreciation		(1,852	)		(1,852	)
Computer equipment, net		-			-

Office furniture		12,746			12,746
Less accumulated depreciation		(11,836	)		(10,470	)
Office furniture, net		910			2,276
Total property and equipment, net	$	910		$	2,276

Convertible Notes (Tables)

9 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Convertible Debt [Table Text Block]

Convertible notes at June 30, 2023 and September 30, 2022 consisted of the following:

	Convertible Notes
	June 30, 2023		September 30, 2022
Convertible notes – current	$	250,000	$	-
Convertible notes – non-current		450,000		350,000
Accrued interest		16,767		4,466
Total outstanding balance	$	716,767	$	354,466

Loans Payable (Tables)

9 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Schedule of Maturities of Long-Term Debt [Table Text Block]

As of June 30, 2023, the future minimum principal amount of loan payments to be paid by year are as follows:

Year Ending June 30,	Amount
2024	$	1,918
2025		2,381
2026		2,472
2027		2,567
2028		2,665
Thereafter		92,292
Total	$	104,295

Income Tax (Tables)

9 Months Ended

Jun. 30, 2023

Income Tax Disclosure [Abstract]

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

Components of deferred tax assets as of June 30, 2023 and September 30, 2022 are as follows:

	June 30, 2023			September 30, 2022
Net deferred tax assets:
Expected income tax benefit from NOL carry-forwards	$	1,460,642		$	1,358,751
Allowance for non-current prepaid expense		279,836			279,836
Lease expense under ASU 842		483			431
Less valuation allowance		(1,740,961	)		(1,639,018	)
Deferred tax assets, net of valuation allowance	$	-		$	-

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

	2023			2022

Federal statutory income tax expense (benefit) rate		(21.00	)%		(21.00	)%
Federal income tax rate difference		0.00	%		0.00	%
Permanent difference		0.00	%		(0.45	)%
State statutory income tax (benefit) rate, net of effect of state income tax deductible to federal income tax		(6.33	)%		(6.25	)%
Change in valuation allowance on net operating loss carry-forwards		27.99	%		28.43	%
Effective income tax rate		0.66	%		0.73	%

	2023			2022

Federal statutory income tax expense (benefit) rate		(21.00	)%		(21.00	)%
Federal income tax rate difference		0.00	%		0.00	%
Permanent difference		0.00	%		(2.29	)%
State statutory income tax (benefit) rate, net of effect of state income tax deductible to federal income tax		(6.98	)%		(6.98	)%
Change in valuation allowance on net operating loss carry-forwards		27.98	%		30.27	%
Effective income tax rate		0.00	%		0.00	%

Commitments (Tables)

9 Months Ended

Jun. 30, 2023

Disclosure Text Block [Abstract]

Lease, Cost [Table Text Block]

The components of lease costs, lease term and discount rate with respect to the office lease with an initial term of more than 12 months are as follows:

	For the Nine Months Ended June 30,
	2023			2022
Operating Lease costs	$	21,579		$	19,262
Weighted Average Remaining Lease Term		1.34			2.34
Weighted Average Discount Rate		5	%		5	%

	For the Three Months Ended June 30,
	2023			2022
Operating Lease costs	$	7,193		$	7,193
Weighted Average Discount Rate		5	%		5	%

Lessee, Operating Lease, Liability, to be Paid, Maturity [Table Text Block]

The following is a schedule of maturities of lease liabilities as of June 30, 2023:

For the year ending June 30,	Operating Leases
2024	$	29,820
2025		12,675
Total lease payments		42,495
Less: imputed interest		(1,567	)
Total lease liabilities		40,928
Less: current portion		28,410
Lease liabilities – non-current portion	$	12,518

Organization and Operations (Details)	Apr. 22, 2022	Mar. 11, 2021 shares	Feb. 09, 2021 shares	Mar. 31, 2017 $ / shares
Fuse Trading Limited ("Trading") [Member]
Organization and Operations (Details) [Line Items]
Share Price (in Dollars per share) \| $ / shares				$ 0.13
Fuse Trading Limited ("Trading") [Member]
Organization and Operations (Details) [Line Items]
Equity Method Investment, Ownership Percentage				100.00%
Equity Method Investment, Ownership Percentage, Sold	100.00%
Portafolio en Investigacion Ambiental S.A. de C.V. ("Portafolio") [Member]
Organization and Operations (Details) [Line Items]
Number of Individuals			5
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares)			14,285,715
E-Mo Biotech Holding Inc [Member]
Organization and Operations (Details) [Line Items]
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (in Shares)		100,000,000

Summary of Significant Accounting Policies (Details) - USD ($)	Jun. 30, 2023	Sep. 30, 2022
Accounting Policies [Abstract]
Cash and Cash Equivalents, at Carrying Value	$ 22,075	$ 32,996
Accounts Receivable, after Allowance for Credit Loss	$ 0	$ 0

Summary of Significant Accounting Policies (Details) - Property, Plant and Equipment	Jun. 30, 2023
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Estimated Useful Life	5 years
Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Estimated Useful Life	7 years
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Estimated Useful Life	10 years

Going Concern (Details) - USD ($)	3 Months Ended						9 Months Ended
Going Concern (Details) - USD ($)	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Jun. 30, 2023	Jun. 30, 2022	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Retained Earnings (Accumulated Deficit)	$ (7,800,914)						$ (7,800,914)		$ (7,434,217)
Net Income (Loss) Attributable to Parent	$ (106,360)	$ (138,458)	$ (121,879)	$ (129,632)	$ (207,399)	$ 5,904	(366,697)	$ (331,127)
Net Cash Provided by (Used in) Operating Activities							$ (358,879)	$ (335,380)

Property and Equipment (Details) - USD ($)	3 Months Ended		9 Months Ended
Property and Equipment (Details) - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Property, Plant and Equipment [Abstract]
Depreciation	$ 456	$ 456	$ 1,366	$ 1,459

Property and Equipment (Details) - Property, Plant and Equipment - USD ($)	Jun. 30, 2023	Sep. 30, 2022
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Net	$ 910	$ 2,276
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	1,852	1,852
Accumulated Depreciation	(1,852)	(1,852)
Property, Plant and Equipment, Net	0	0
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross	12,746	12,746
Accumulated Depreciation	(11,836)	(10,470)
Property, Plant and Equipment, Net	$ 910	$ 2,276

Prepaid Expenses (Details) - USD ($)	Jun. 30, 2023	Sep. 30, 2022
Disclosure Text Block Supplement [Abstract]
Prepaid Expense, Current	$ 16,353	$ 12,018
Prepaid Expense	$ 16,353	$ 12,018

Convertible Notes (Details)	3 Months Ended		9 Months Ended		10 Months Ended
Convertible Notes (Details)	Jun. 30, 2023 USD ($) $ / shares	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) $ / shares	Jun. 30, 2022 USD ($)	Dec. 16, 2022 $ / shares	Jun. 29, 2023 USD ($) $ / shares	Sep. 30, 2022 USD ($)	Feb. 15, 2022 USD ($)
Convertible Notes (Details) [Line Items]
Debt Instrument, Face Amount						$ 50,000
Debt Instrument, Convertible, Conversion Price (in Dollars per share) \| $ / shares	$ 0.45		$ 0.45			$ 0.45
Debt Instrument, Interest Rate, Stated Percentage						3.00%
Interest Expense, Debt		$ 1,005
Convertible Notes Payable	$ 700,000		$ 700,000				$ 350,000
Interest Payable, Current	16,767		16,767				$ 4,466
Convertible Debt [Member]
Convertible Notes (Details) [Line Items]
Number of Notes					12
Debt Instrument, Face Amount								$ 700,000
Debt Instrument, Convertible, Conversion Price (in Dollars per share) \| $ / shares					$ 0.45
Debt Instrument, Interest Rate, Stated Percentage					3.00%
Interest Expense, Debt	$ 4,932	$ 1,582	$ 12,301	$ 2,019

Convertible Notes (Details) - Convertible Debt - USD ($)	Jun. 30, 2023	Sep. 30, 2022
Convertible Debt Abstract
Convertible notes	$ 250,000	$ 0
Convertible notes – non-current	450,000	350,000
Accrued interest	16,767	4,466
Total outstanding balance	$ 716,767	$ 354,466

Other Payables (Details) - USD ($)	Jun. 30, 2023	Sep. 30, 2022
Disclosure Text Block Supplement [Abstract]
Other Liabilities, Current	$ 2,970	$ 4,670
Accrued Payroll Taxes	$ 2,970
Accrued Salaries		$ 4,670

Loans Payable (Details) - USD ($)			3 Months Ended		9 Months Ended
Loans Payable (Details) - USD ($)	Jun. 29, 2023	Jun. 24, 2020	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Loans Payable (Details) [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	3.00%
Debt Instrument, Term	24 months
Interest Expense, Debt				$ 1,005
Repayments of Debt					$ 2,042	$ 2,119
Loans Payable [Member]
Loans Payable (Details) [Line Items]
Proceeds from Bank Debt		$ 105,400
Debt Instrument, Fee Amount		$ 100
Debt Instrument, Interest Rate, Stated Percentage		3.75%
Debt Instrument, Term		30 years
Debt Instrument, Periodic Payment		$ 515
Interest Expense, Debt			$ 1,638		3,623	3,031
Repayments of Debt			$ 2,060	$ 1,545	$ 5,665	$ 4,635

Loans Payable (Details) - Schedule of Maturities of Long-term Debt	Jun. 30, 2023 USD ($)
Schedule Of Maturities Of Long Term Debt Abstract
2024	$ 1,918
2025	2,381
2026	2,472
2027	2,567
2028	2,665
Thereafter	92,292
Total	$ 104,295

Income Tax (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Income Tax (Details) [Line Items]
Deferred Tax Assets, Net	$ 1,460
Domestic Tax Authority [Member]
Income Tax (Details) [Line Items]
Operating Loss Carryforwards	5,230
State and Local Jurisdiction [Member]
Income Tax (Details) [Line Items]
Operating Loss Carryforwards	$ 5,180

Income Tax (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($)	Jun. 30, 2023	Sep. 30, 2022
Schedule Of Deferred Tax Assets And Liabilities Abstract
Expected income tax benefit from NOL carry-forwards	$ 1,460,642	$ 1,358,751
Allowance for non-current prepaid expense	279,836	279,836
Lease expense under ASU 842	483	431
Less valuation allowance	(1,740,961)	(1,639,018)
Deferred tax assets, net of valuation allowance	$ 0	$ 0

Income Tax (Details) - Schedule of Effective Income Tax Rate Reconciliation	3 Months Ended		9 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Schedule Of Effective Income Tax Rate Reconciliation Abstract
Federal statutory income tax expense (benefit) rate	(21.00%)	(21.00%)	(21.00%)	(21.00%)
Federal income tax rate difference	0.00%	0.00%	0.00%	0.00%
Permanent difference	0.00%	(2.29%)	0.00%	(0.45%)
State statutory income tax (benefit) rate, net of effect of state income tax deductible to federal income tax	(6.98%)	(6.98%)	(6.33%)	(6.25%)
Change in valuation allowance on net operating loss carry-forwards	27.98%	30.27%	27.99%	28.43%
Effective income tax rate	0.00%	0.00%	0.66%	0.73%

Revenue, Cost of Revenue and Major Customers (Details) - USD ($)	3 Months Ended		9 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenue, Cost of Revenue and Major Customers (Details) [Line Items]
Deferred Revenue, Revenue Recognized	$ 0	$ 0	$ 0	$ 200,000
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| Customer One [Member]
Revenue, Cost of Revenue and Major Customers (Details) [Line Items]
Concentration Risk, Percentage				100.00%

Acquisition of Mining Rights in Mexico (Details)	Feb. 09, 2021 USD ($) shares
Acquisition of Mining Rights in Mexico (Details) [Line Items]
Business Combination, Consideration Transferred, Other \| $	$ 1,000,000
Portafolio en Investigacion Ambiental S.A. de C.V., a Mexican company (“Portafolio”) [Member]
Acquisition of Mining Rights in Mexico (Details) [Line Items]
Number of Individuals	5
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares \| shares	14,285,715

Commitments (Details) - USD ($)				9 Months Ended		12 Months Ended
Commitments (Details) - USD ($)	Dec. 01, 2021	Dec. 01, 2018	Apr. 01, 2017	Jun. 30, 2023	Jun. 30, 2022	Sep. 30, 2022
Commitments (Details) [Line Items]
Operating Lease, Expense				$ 21,579	$ 19,262
Strategic Consulting Agreement [Member]
Commitments (Details) [Line Items]
Contract, Annual Fee			$ 50,000
Exploratory Drilling Agreement and Related Costs [Member]
Commitments (Details) [Line Items]
Costs Incurred, Exploration Costs				$ 0
Portion of Net Profit from Minining Operations						3.00%
Lease of Office Space [Member] \| Arcadia, California [Member]
Commitments (Details) [Line Items]
Lessee, Operating Lease, Description	6% increase each year	3% increase each year
Lease of Office Space [Member] \| Arcadia, California [Member] \| Minimum [Member]
Commitments (Details) [Line Items]
Operating Lease, Expense	$ 2,243	$ 2,115

Commitments (Details) - Lease, Cost - USD ($)	3 Months Ended		9 Months Ended
Commitments (Details) - Lease, Cost - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Lease, Cost [Abstract]
Operating Lease costs	$ 7,193	$ 7,193	$ 21,579	$ 19,262
Weighted Average Remaining Lease Term	1 year 4 months 2 days	2 years 4 months 2 days	1 year 4 months 2 days	2 years 4 months 2 days
Weighted Average Discount Rate	5.00%	5.00%	5.00%	5.00%

Commitments (Details) - Lessee, Operating Lease, Liability, Maturity - USD ($)	Jun. 30, 2023	Sep. 30, 2022
Lessee Operating Lease Liability Maturity Abstract
2024	$ 29,820
2025	12,675
Total lease payments	42,495
Less: imputed interest	(1,567)
Total lease liabilities	40,928
Less: current portion	28,410	$ 26,207
Lease liabilities – non-current portion	$ 12,518	$ 34,167

Subsequent Events (Details) - USD ($)	Jun. 30, 2023	Jun. 29, 2023
Subsequent Events [Abstract]
Debt Instrument, Face Amount		$ 50,000
Debt Instrument, Interest Rate, Stated Percentage		3.00%
Debt Instrument, Term		24 months
Debt Instrument, Convertible, Conversion Price	$ 0.45	$ 0.45
Debt Conversion, Original Debt, Amount	$ 716,767
Debt Conversion, Converted Instrument, Shares Issued	1,592,816