HAFG.OIDHolistic Asset Finance Group Co, LTD

10-K: Holistic Asset Finance Group Reports Revenue Surge Amid Going Concern Doubts

Sentiment:

Annual Report 27 March 2026 11:13 AM

📋All filings for Holistic Asset Finance Group Co, LTD

Holistic Asset Finance Group Co., Ltd. reported a significant increase in digital marketing revenue for fiscal year 2025, despite ongoing net losses and substantial doubt about its ability to continue as a going concern.

Capital raiseThe company's ability to continue as a going concern will require obtaining additional financing to fund its operations.Management is considering additional equity financing from major shareholders or financial support from the company's related parties.On September 12, 2025, the company issued 3,300,000 shares of common stock to three investors for cash at a purchase price of $0.001 per share.The company may sell common stock, convertible securities, or other equity securities in the future, which could result in substantial dilution to existing stockholders.

Worse than expectedDespite significant revenue growth, the company continues to report net losses and has an accumulated deficit of over $71 million.The company has a working capital deficit of $375,637 as of December 31, 2025.The auditor has raised 'substantial doubt about the Company's ability to continue as a going concern.'Gross margin dramatically decreased from 90.0% in 2024 to 7.4% in 2025, indicating a significant reduction in profitability per revenue dollar.The company relies on financial support from related parties, which are unsecured, interest-free, and due on demand.

Summary

Total revenue increased significantly by 1,629.1% to $1,784,075 in 2025, up from $103,177 in 2024.
The Digital Marketing and Video Production business generated 100% of total revenues in 2025 ($1,784,075), compared to 94% ($96,618) in 2024.
The Products Sale and Export Trading business generated no revenue in 2025, a decrease from $6,559 in 2024, due to a strategic shift.
Net loss decreased by 24.8% to $137,167 in 2025 from $182,307 in 2024.
Gross profit increased by 42.2% to $132,090 in 2025, but gross margin significantly decreased from 90.0% in 2024 to 7.4% in 2025.
The company reported an accumulated deficit of $71,175,182 and a net current liability of $375,637 as of December 31, 2025.
Substantial doubt exists about the company's ability to continue as a going concern, necessitating additional financing.
The company relies on financial support from related parties, owing $319,496 as of December 31, 2025.
Huang Huei-Ching, President and Director, holds approximately 96.39% of the company's total voting power.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing with caution. While revenue growth is impressive, the severe decline in gross margin, persistent net losses, and explicit 'going concern' doubt overshadow the positives, indicating significant underlying financial instability and high operational risk.

Positives

Total revenue experienced a significant increase of 1,629.1%, growing from $103,177 in 2024 to $1,784,075 in 2025.
The Digital Marketing and Video Production segment showed substantial growth, becoming the sole revenue driver in 2025, accounting for 100% of total revenue.
Net loss decreased by 24.8% from $182,307 in 2024 to $137,167 in 2025.
Expansion into the Hong Kong market and increased demand for integrated marketing services were key drivers for revenue growth.
Management is actively developing new business initiatives aimed at generating future revenue and cash inflows.
The board of directors believes the company has adequate financial resources to continue operations for at least 12 months, supported by potential equity financing from major shareholders or related parties.

Negatives

There is substantial doubt about the company's ability to continue as a going concern due to an accumulated deficit of $71,175,182, net losses of $137,167 in 2025, and a working capital deficit of $375,637 as of December 31, 2025.
Gross margin significantly decreased from 90.0% in 2024 to 7.4% in 2025, primarily due to higher third-party costs associated with larger-scale marketing campaigns.
The company is heavily dependent on a limited number of customers, with three third-party customers accounting for 36%, 20%, and 14% of 2025 revenues.
Reliance on financial support from related parties is significant, with $319,496 owed as of December 31, 2025, which are unsecured, interest-free, and due on demand.
The Products Sale and Export Trading business generated no revenue in 2025, indicating a significant reduction in its operational focus.
The concentration of voting power with Huang Huei-Ching (96.39%) may lead to potential conflicts of interest with other shareholders.
The company has a limited operational history and faces the possibility of sustaining future losses.
Operating in two distinct industries (digital marketing and health products) requires specialized expertise, posing potential operational and strategic challenges.
The company's common stock trades on the OTCID Basic Market, which may result in limited liquidity and exposure to 'penny stock' rules.

Risks

Limited operational history and potential for future losses.
Inability to generate sufficient cash flow from operations to fund development efforts or fulfill future obligations.
Substantial doubt about the company's ability to continue as a going concern.
Dependence on a limited number of customers for a large portion of revenues.
Intense competition in both the digital marketing and health/wellness industries.
Operational and strategic challenges due to operating in two distinct industries requiring specialized expertise.
Possible conflicts of interest and reliance on financial support from related parties.
Dependence on a limited number of suppliers.
Adverse effects from changes in foreign currency exchange rates and other risks inherent to international operations.
Reliance on third-party media platforms (e.g., YouTube, TikTok) for digital marketing, with risks of failure, disruptions, or interferences.
Rapidly evolving digital marketing industry and changes in trends/consumer preferences.
Difficulties in monetization and pricing strategies for digital marketing services.
Fluctuations in advertising budgets leading to revenue declines.
Intellectual property risks and content ownership disputes in content creation.
Difficulty in attracting and retaining skilled talent and content creators.
Risk of reputational damage from controversial content.
Cybersecurity threats and technological disruptions impacting operations.
Regulatory uncertainty in digital marketing and online advertising affecting the business model.
Disruption of the supply chain for products sale and export trading.
Product contamination, misbranding, or mislabeling leading to recalls and product liability claims.
Litigation concerning food quality, health, or employee conduct.
The company's common stock trades on the OTCID Basic Market, which may lack liquidity.
Application of 'penny stock' rules could adversely affect the market price of common stock and increase transaction costs.
FINRA sales practice requirements may limit stockholders' ability to buy and sell common stock.
Stockholders should have no expectation of any dividends.
Concentration of voting power with Huang Huei-Ching (approximately 96.39%).
Certain provisions in articles of incorporation, bylaws, and Nevada law may prevent or delay an acquisition of the company.
Future sales and issuances of common stock could result in additional dilution of percentage ownership.
Being a smaller reporting company may make the company's securities less attractive to investors and comparisons difficult.
Risk of securities class action litigation.
The COVID-19 pandemic or other communicable diseases could materially and adversely affect business.
Geopolitical instability in the Middle East, including armed conflict, could adversely affect business, financial condition, and results of operations.

Future Outlook

Management is actively developing new business to generate revenue and cash inflows, particularly expecting contributions from export trading activities involving non-wellness products in future periods, which began generating revenue in 2026. The company also plans to further strengthen its presence across Asian markets in digital marketing by continuously monitoring market trends and consumer needs.

Management Comments

The board of directors believes the Company has adequate financial resources to continue in operational existence for at least 12 months from the issuance date of the financial statements.
Management is actively developing new business that will generate revenue and cash inflows to the Company.

Industry Context

StockSavvy.ai notes that the digital marketing and short video production sector is highly dynamic and competitive, driven by rapid technological advancements and evolving consumer preferences. The company's specialization in short video production could offer a competitive edge against broader digital marketing agencies. The health and wellness industry, where the company previously operated, is also intensely competitive, dominated by larger multinational companies but with opportunities for niche players. The company's strategic pivot away from wellness product sales reflects an alignment with the increasing importance of digital content in modern marketing, focusing on higher-growth service-based operations.

Comparison to Industry Standards

The significant revenue growth of 1,629.1% in digital marketing services is exceptional, far exceeding typical industry growth rates for established digital marketing agencies, which often range from 10-30% annually. This suggests successful market penetration in new regions like Hong Kong.
However, the sharp decline in gross margin from 90.0% in 2024 to 7.4% in 2025 is a significant concern. This indicates that while revenue is growing, the profitability per dollar of revenue has drastically reduced, possibly due to aggressive pricing or high third-party costs for large-scale campaigns, which is substantially below industry averages for digital marketing firms that typically aim for gross margins above 30-40%.
The continued net losses and explicit 'going concern' doubt are significantly below industry standards for healthy, publicly traded companies, which are expected to be profitable or have a clear path to profitability and strong liquidity.
The high concentration of revenue from a few customers (36%, 20%, 14% from three customers in 2025) and reliance on related party financing are red flags compared to diversified, financially independent industry leaders.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Chief Financial Officer	Cui Yan	Li Chunguang	2024	Cui Yan resigned as CFO and became a director; Li Chunguang joined as CFO.
Director	Huang Po-Yao		August 2024	Ceased to be a director.
Director	Huang Tz-Ray		August 2024	Resigned as a director.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Insider Trading Policy	Adopted a new insider trading policy effective March 25, 2026, applying to all executive officers, directors, and key employees to codify legal and ethical principles for trading in company securities.	March 25, 2026	Enhances compliance with securities laws and aims to prevent insider trading, potentially improving investor confidence and corporate integrity.
Code of Ethics and Business Conduct	Adopted a Code of Ethics and Business Conduct to promote honest and ethical conduct, full disclosure, compliance with laws, deter wrongdoing, and ensure accountability.	March 25, 2026	Establishes clear ethical guidelines for all directors, officers, and employees, fostering a culture of integrity and compliance.
Board Committee Structure	The company has not formed an Audit Committee, Compensation Committee, or Nominating and Corporate Governance Committee. The Board of Directors performs the principal functions of an Audit Committee.	N/A	May raise concerns about independent oversight and specialized expertise in critical governance areas, potentially increasing risk for shareholders.
Audit Committee Financial Expert	The company does not currently have an audit committee financial expert on its board of directors, believing the cost outweighs the benefits at this time.	N/A	Could be perceived as a weakness in financial oversight and risk management, potentially impacting investor confidence.

Legal Proceedings

No outstanding litigation as of December 31, 2025, and December 31, 2024.
To the best of the company's knowledge, none of its directors or executive officers have been subject to specific legal events (e.g., bankruptcy, criminal conviction, injunctions, securities law violations) during the past ten years.

Related Party Transactions

In 2024, two related party customers accounted for 53% and 20% of the company's revenues.
As of December 31, 2025, the company owed $319,496 to related parties (Huang Huei-Ching, Bears Consulting & Management Co., Ltd, Worldwide Savants Capital), an increase from $187,311 in 2024. These amounts are due on demand, interest-free, and unsecured.
Revenue from Worldwide Savants Capital Pty Ltd (where Huang Huei-Ching is Director) was $59,040 in 2025 ($54,770 in 2024).
Revenue from Bears Consulting & Management Co., Ltd (where Huang Po-Yao, sibling of Huang Huei-Ching, is Director) was $14,756 in 2025 ($20,183 in 2024).
Lease expenses paid to Huang Huei-Ching were $37,066 in 2025 ($140 in 2024).

Stakeholder Impact

Shareholders face potential for significant dilution from future capital raises and the risk of losing investment due to 'going concern' doubt. The high concentration of voting power with one individual (Huang Huei-Ching) may not align with other shareholders' interests. Transaction costs may increase due to 'penny stock' rules.
Employees are noted to have a good relationship with the company, which adheres to local labor laws in Australia, China, and Taiwan.
Customers are concentrated, with a few major clients accounting for a significant portion of revenue, posing a risk if these relationships are disrupted.
Suppliers are also concentrated, with a limited number accounting for a large portion of purchases, creating supply chain risk.
Creditors, particularly related parties, hold unsecured, interest-free debt due on demand, which could be called upon during financial distress, impacting liquidity.

Next Steps

Actively developing new business to generate revenue and cash inflows.
Gradually expand trading activities and sales channels for non-wellness export products.
Further strengthen presence across Asian markets in digital marketing.
Continuously monitor market trends and consumer needs, adjusting marketing approach.
Continuously monitor and upgrade internal controls as necessary or appropriate.
Continuously monitor the latest developments in cybersecurity and update its cybersecurity and risk management framework as needed.
Evaluate the adoption of new FASB ASUs (2024-03, 2025-01, 2025-05, 2025-11, 2025-12) for potential material impact on consolidated financial statements.

Key Dates

Date	Description
1998-03-16	Company incorporated in Nevada as Noble Quests Inc.
2008-02-11	Company changed its name to Legend Media, Inc.
2008-06-02	Certificate of Designation filed creating a class of Series A convertible preferred stock.
2019-02-07	Joseph Arcaro filed an Application for Appointment of Custodian.
2019-03-18	Company filed a Certificate of Amendment by Custodian and obtained a business license.
2019-03-21	Joseph Arcaro appointed as custodian of the Company by the District Court in Clark County, Nevada.
2019-03-25	The Custodian filed another Certificate of Amendment by Custodian.
2019-03-28	Joseph Arcaro, as custodian, appointed himself as the sole officer and director of the Company.
2019-05-24	Company filed a Certificate of Designation creating a class of Series L non-convertible preferred stock.
2019-05-30	Company issued 1,000 shares of Series L Preferred to Algonquin Partners, Inc.
2019-06-05	Joseph Arcaro appointed himself to serve as the sole officer and director of the Company.
2019-06-10	Company issued 2,500,000 shares of common stock to Algonquin in exchange for forgiveness of debt.
2019-09-01	Ms. Huang Huei-Ching joined the Company.
2019-10-02	Company's board of directors authorized a reverse one-for-one hundred (1-for-100) split of the common stock.
2019-10-25	Company filed a notification of the Reverse Split with FINRA.
2019-11-25	Company changed its name to Holistic Asset Finance Group Co., Ltd.
2019-12-11	Outstanding shares of common stock decreased to 3,628,185 shares after completion of FINRA review of the Reverse Split.
2020-05-08	Company's board of directors approved changing the Company's fiscal year end from June 30 to December 31.
2020-06-01	Company entered into a share exchange agreement with Plural Capital Company Limited, becoming a 75% equity holder.
2020-10-19	Company entered into a second share exchange agreement with Plural, making Plural a wholly owned subsidiary.
2021-11-15	Mr. Zhongkuo Liu unexpectedly passed away.
2021-12-10	Company's board of directors approved changing its name to Omega International Group, Inc.
2022-01-03	Company filed a Certificate of Amendment with Nevada Secretary of State to amend the name to Omega International Group, Inc.
2022-01-13	Company filed an application with FINRA for the change of company name and trading symbol.
2022-07-12	Company entered into a share exchange agreement with Wombat Australia Holdings Pty Ltd, acquiring 100% equity ownership.
2022-07-27	Company's board of directors and majority shareholder approved the divestiture of its subsidiary Plural.
2023-07-01	Employment agreements for Huang Huei-Ching and Yang Hsiao-Wen with Wombat Australia Holdings Pty Ltd Taiwan branch dated.
2023-10-20	Plural was subsequently dissolved.
2024-01-01	Mr. Li Chunguang joined the Company as CFO.
2024-06-05	Company issued 35,000,000 shares of Common Stock to director Huang Huei-Ching for debt forgiveness.
2024-08-01	Cui Yan resigned as Chief Financial Officer and became a director; Huang Po-Yao and Huang Tz-Ray ceased to be directors.
2024-10-15	Company decided to withdraw its name and trading symbol change application with FINRA; board approved changing its name back to Holistic Asset Finance Group Co., Ltd.
2024-10-23	Company filed a Certificate of Amendment with Nevada Secretary of State to amend the name back to Holistic Asset Finance Group Co., Ltd.
2025-09-12	Company issued 3,300,000 shares of common stock to three investors for cash.
2025-07-28	Wombat Australia Holdings Pty Ltd Taiwan branch entered into a 12-month lease agreement for its principal business address (effective August 1, 2025, to August 1, 2026).
2025-10-27	Wombat Australia Holdings Pty Ltd Taiwan branch entered into a new 6-month lease agreement for its registered office (effective December 1, 2025, to May 31, 2026).
2025-12-31	Fiscal year ended.
2026-03-25	Beneficial ownership information date; Insider Trading Policy adopted.
2026-03-27	Annual Report on Form 10-K filed.

Recommendation

sell

Despite a substantial increase in revenue, the company faces severe financial challenges, including persistent net losses, a significant accumulated deficit, a working capital deficit, and explicit 'substantial doubt about its ability to continue as a going concern' from its auditor. The dramatic drop in gross margin indicates unsustainable operational profitability. Furthermore, heavy reliance on related party financing and a highly concentrated voting structure present significant governance and liquidity risks. These factors collectively point to a highly speculative and unstable investment, making a 'sell' recommendation appropriate for seasoned investors.

Keywords

Digital Marketing, Video Production, SEC Filing, 10-K, Financial Results, Holistic Asset Finance Group, HAFG, OTC Market, Going Concern, Related Party Transactions, Corporate Governance, Risk Factors, Australia, Taiwan, Hong Kong, Singapore, Export Trading, Health and Wellness Products, Shareholder Control, Penny Stock, Cybersecurity

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