On May 3, 2018, the Company incorporated Fuse Technology Inc. (“Technology”) in the State of Nevada. Fuse Group is the sole shareholder of Technology. Technology is mainly engaged in IMETAL system development. The IMETAL software will allow the Company to operate a platform which the Company plans to use to facilitate investment in raw metals, find specialized minerals, and exploit these opportunities, subject to compliance with applicable laws and regulations.

On April 29, 2019, the Board of Directors of the Company approved an amendment to the Company’s Articles of Incorporation 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.

The ~~Company’s CFS~~accompanying consolidated financial statements (“CFS”) included herein were prepared in ~~accordance~~conformity with accounting principles generally accepted in the United States of America (“~~U.S.~~US GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments) that are, in the opinion of management, necessary to fairly present the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with US GAAP were omitted pursuant to such rules and regulations. 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, 2018, previously filed with the SEC. In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of the Company’s consolidated financial position as of June 30, 2019, results of operations for the nine and three months ended June 30, 2019 and 2018, and cash flows for the nine months ended June 30, 2019 and 2018, as applicable, were made. The interim results of operations are not necessarily indicative of the operating results for the full fiscal year or any future periods.

Basis of Consolidation

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

Table of Contents

~~Development Stage Company~~

~~Enterprises is a development stage company as defined by section 915-10-20~~

Cash

For purposes of the ~~FASB Accounting Standards Codification (“ASC”). Although~~statement of cash flows, the Company has recognized nominal amounts of revenue, it is still devoting substantially all of its efforts on establishing its business. All losses accumulated since its inception on December 24, 2013 were considered part of the Company’s development stage activities.

In June 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidanceconsiders cash, money market funds, investments in ~~Topic 810, Consolidation.~~

The amendments in this Update remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.

For public business entities, those amendments were effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Fuse Enterprises adopted ASU No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the Company to remove the inception to date informationinterest bearing demand deposit accounts, time deposits and all ~~references~~highly liquid investments with an original maturity of three months or less to ~~the development stage.~~

be cash equivalents.

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

The preparation of financial statements in conformity with U.S. 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(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s).

~~Table of Contents~~

Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimates and assumptions affecting the financial statements were:

(i)	Assumption as a going concern: Management assumes ~~that~~ 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.

(ii)	Valuation allowance for deferred tax assets: Management assumes that the realization of the Company’s net deferred tax assets resulting from its net operating loss (“NOL”) carry–forwards for Federal income tax purposes that may be offset against future taxable income was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance. Management made this assumption based on (a) the Company ~~has~~having incurred recurring losses, (b) general economic conditions, and (c) its ability to raise additional funds to support its daily operations by way of a public or private offering, among other factors.

These significant accounting estimates or assumptions bear the risk of change ~~due to the fact that~~because there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates.

Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10 of the Financial Accounting Standards Board - Accounting Standards Codification (“FASB ~~ASC~~ASC”) for disclosures about fair value (“FV”) of its financial instruments and paragraph 820-10-35-37 of the FASB ASC (“Paragraph 820-10-35-37”) to measure the FV of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring FV in U.S. GAAP, and expands disclosures about FV measurements.

Paragraph 820-10-35-37 establishes a FV hierarchy which prioritizes the inputs to valuation techniques used to measure FV into three broad levels. The FV hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of FV hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1

Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2

Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3

Pricing inputs that are generally ~~observable~~unobservable inputs and not corroborated by market data.

Table of Contents

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

The FV 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 FV measurement of the instrument.

The carrying amount of the Company’s financial assets and liabilities, such as cash, prepaid expenses, accounts receivable, accounts payable and accrued expenses, approximate their FV 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.

~~Table of Contents~~

~~Cash Equivalents~~

~~The Company considers all highly liquid investments with a maturity of three months or less to be cash and cash equivalents.~~

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 no accounts receivable orof $50,000 at June 30, 2019. The Company had no bad debt allowances at ~~December 31, 2017 or September~~June 30, ~~2017.~~

~~Plant,~~ 2019.

Property and Equipment

~~Plant, property~~

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:

~~Building and workshops~~	~~20 years~~
Computer and office equipment	5 years
Office furniture	7 years
~~Decoration~~ Leasehold decoration and renovation	10 years
Production machinery	10 years
Autos	5 years

~~Depreciation of plant, property and equipment attributable to manufacturing activities is capitalized as part of inventories, and expensed to cost of goods sold when inventories are sold.~~

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 the related parties include: a.(a) affiliates of the Company; b.(b) entities for which investments in their equity securities would be required, absent the election of the FV 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.(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.(d) principal owners of the Company; e.(e) management of the Company; f.(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.(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 that are eliminated in the preparation of financial statements is not required in those statements.

Table of Contents

The disclosures shall include: a.(a) the nature of the relationship(s) involved; b.(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.(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.(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.

Commitments and Contingencies

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

~~Table of Contents~~

In assessing loss contingencies related to legal proceedings that are 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 has been 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

In May 2014 the FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes all existing revenue recognition requirements, including most industry-specific guidance. This new standard requires a company to recognize revenues when it transfers goods or services to customers in an amount that reflects the consideration the company expects to receive for those goods or services. The FASB subsequently issued the following amendments to ASU No. 2014-09 that have the same effective and transition dates: ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations; ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing; ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients; and ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers.

The new revenue standards became effective for the Company ~~applies paragraph 605-10-S99-1~~on October 1, 2018, and were adopted using the modified retrospective method. The adoption of the ~~FASB ASC~~new revenue standards as of October 1, 2018 did not change the Company’s revenue recognition as the Company did not have any revenue prior to October 1, 2018. As the Company will not identify any accounting changes that impacted the amount of reported revenues with respect to its product revenues, no adjustment to retained earnings was required upon adoption.

Under the new revenue standards, the Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration which it expects to receive in exchange for ~~revenue recognition.~~those goods. The Company recognizes ~~revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of~~revenues following the ~~following criteria are met:~~five step model prescribed under ASU No. 2014-09: (i) ~~persuasive evidence of an arrangement exists,~~identify contract(s) with a customer; (ii) identify the ~~product has been shipped or~~performance obligations in the ~~services have been rendered to~~contract; (iii) determine the ~~customer, (iii)~~transaction price; (iv) allocate the ~~sales price is fixed or determinable, and (iv) collectability is reasonably assured.~~

The Company derives its revenues from sales contracts with its customer with revenues being generated upon rendering of services. Persuasive evidence of an arrangement is demonstrated via invoice; service is considered provided when the service is delivered to the customers; and the salestransaction price to the ~~customer is fixed upon acceptance of~~performance obligations in the ~~purchase order~~contract; and ~~there is no separate sales rebate, discount, or volume incentive.~~

(v) recognize revenues when (or as) we satisfy the performance obligation.

Income Tax Provision

The Company accounts for income taxes under Section 740-10-30 of the FASB ASC, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that ~~have been~~was included in the financial statements or tax returns.

Table of Contents

Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. 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 statements of operations in the period that includes the enactment date.

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

Uncertain Tax Positions

The Company follows paragraph 740-10-25 of the FASB ASC. Paragraph 740-10-25-13 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. 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 are classified as interest expense and penalties are classified in selling, general and administrative expenses in the statements of income.

~~Table of Contents~~

The Company did not take any uncertain tax positions and had no unrecognized tax liabilities or benefits in accordance with the provisions of Section 740-10-25 at ~~December 31, 2017 or~~June 30, 2019 and September 30, ~~2017.~~2018. The tax years ~~2014-2016~~2015 - 2017 remain open to examination for federal income tax purposes and by the other major taxing jurisdictions to which the Company is subject.

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 the 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”~~Method”) as defined by paragraph 230-10-45-25 of the 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 the FASB ASC.

Table of Contents

Software Development Costs

The Company incurs costs to develop software programs to be used primarily to meet its internal needs and to market to others. In accordance with ASC 350-40, Internal-Use Software, the Company capitalizes development costs for these software applications once the preliminary project stage is complete and it is probable that the project will be completed, the software will be used to perform the function intended, and the value will be recoverable. In accordance with ASC 985-20-25, costs incurred before product feasibility is established and all design and coding is completed are expensed. Reengineering costs and minor modifications and enhancements that do not significantly improve the overall functionality of the software are expensed as incurred. As of June 30, 2019, the Company had not completed the preliminary project stage or the design stage, and accordingly, the Company has not capitalized any costs.

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued ~~Accounting Standards Update (“ASU”)~~ASU No. 2016-02, Leases (Topic 842). The ~~guidance in ASU 2016-02 supersedes the lease recognition requirements in ASC Topic 840, Leases (FAS 13). ASU 2016-02~~new standard establishes a right-of-use (“ROU”) model that requires ~~an entity~~a lessee to ~~recognize assets~~record a ROU asset and ~~liabilities arising from~~ a lease liability on the balance sheet for ~~both financing and~~all leases with terms longer than 12 months. Leases will be classified as either finance or operating, ~~leases, along~~ with ~~additional qualitative and quantitative disclosures. ASU 2016-02~~classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with ~~early adoption permitted.~~certain practical expedients available. The Company is ~~currently~~in the process of evaluating the ~~effect~~impact of adoption of this ~~standard will have~~ASU on its CFS.

In January 2017, the FASB issued ASU 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,~~FV, not to exceed the carrying amount of goodwill. The guidance should be adopted on a prospective basis for the annual or any interim goodwill impairment tests beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact of adopting this standard on its CFS.

~~Other recent accounting pronouncements issued by~~

In June 2018, the FASB ~~including its Emerging Issues Task Force,~~issued ASU 2018-07, “Compensation — Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting,” which expands the ~~American Institute~~scope of ~~Certified Public Accountants,~~ASC 718 to include share-based payment transactions for acquiring goods and services from non-employees. An entity should apply the requirements of ASC 718 to non-employee awards except for specific guidance on inputs to an option pricing model and the attribution of cost. The amendments specify that ASC 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The new guidance is effective for SEC ~~did not or are not believed by management~~filers for fiscal years, and interim reporting periods within those fiscal years, beginning after December 15, 2019 (i.e., January 1, 2020, for calendar year entities). Early adoption is permitted. The Company is evaluating the effects of the adoption of this guidance.

SEC Disclosure Update and Simplification

In August 2018, the SEC issued Securities Act Release No. 33-10532 that amends certain disclosure requirements, including extending to ~~have~~interim periods the annual requirement to disclose changes in stockholders’ equity. Under the new requirements, registrants must now analyze changes in stockholders’ equity, in the form of a ~~material impact on~~reconciliation, for the ~~Company’s present or future CFS.~~

current and comparative year-to-date interim periods, with subtotals for each interim period. The final rule was effective in November 2018. The Company adopted the final rule and included a reconciliation of the changes in stockholders’ equity in its Form 10-Q starting from the quarter ending December 31, 2018.

Note 3 – Going Concern

The accompanying CFS were prepared assuming ~~that~~ 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 CFS, the Company had an accumulated deficit of ~~$1,854,206~~$5.92 million at ~~December 31, 2017, working capital deficit of $1,774,031~~June 30, 2019, and net loss of ~~$239,389~~$82,431 for the ~~three~~nine months ended ~~December 31, 2017,~~June 30, 2019, which raise substantial doubt about the Company’s ability to continue as a going concern.

~~Table of Contents~~

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 ~~commence operations and~~ 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.

Table of Contents

The ~~financial statements~~CFS 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 ~~December 31, 2017,~~June 30, 2019 and September 30, ~~2017~~2018 consisted of the following:

Estimated
Useful Lives
(Years)
December 31, 2017 September 30, 2017

Computer equipment 5 $ 1,852 $ 1,825
Less accumulated depreciation (371 ) (278 )
Computer equipment, net 1,481 1,574

Office furniture 7 12,746 12,746
Less accumulated depreciation (1,820 ) (1,365 )
Office furniture, net 10,926 11,381
Total property and equipment, net $ 12,407 $ 12,955

	June 30, 2019			September 30, 2018

Computer equipment	$	1,852		$	1,852
Less accumulated depreciation		(926	)		(648	)
Computer equipment, net		926			1,204

Office furniture		12,746			12,746
Less accumulated depreciation		(4,552	)		(3,186	)
Office furniture, net		8,194			9,560
Total property and equipment, net	$	9,120		$	10,764

Depreciation ~~expense~~for the nine months ended June 30, 2019 and 2018 was $1,644 and $1,644, respectively. Depreciation for the three months ended ~~December 31, 2017~~June 30, 2019 and ~~2016~~2018 was $548 and ~~$189,~~$548, respectively.

Note 5 – ~~Deposit~~Prepaid expenses (current and ~~prepaid expenses~~

noncurrent)

As of December 31, 2018, the Company had prepaid D&O insurance and prepaid consulting expenses to Risun Intelligent Technology Co., Limited (“Risun”) of $75,263.

On August 1, 2018, the Company entered into a Consultant Agreement Service Contract with Risun. Pursuant to the terms of the Contract, Risun shall provide services to the Company for market research, business strategy, business development and other business advisory services related to the iMetal project. The Company paid Risun the full service fee of $103,508 in August 2018. The service term began on August 1, 2018 and expired on February 1, 2019. For the nine and three months ended June 30, 2019, the Company recorded consulting expense to Risun of $69,005 and $0, respectively.

In addition, as of June 30, 2019 and September 30, ~~2017,~~2018, the Company had ~~a deposit~~another prepaid expense of $1,000,000. On January 4, 2017, Processing entered into a Consulting and Strategist Agreement with a consulting company for a six-month ~~service~~ term. On July 3, 2017, the Company and the consulting company extended the Consulting and Strategist Agreement ~~until~~to January 3, 2018 at no additional ~~cost.~~cost, and the Agreement was subsequently further extended to July 3, 2018. The consultant ~~will provide~~provided Processing with market research findings, exploration and ~~advise~~advice 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. If Processing does~~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 ~~make any~~made an investment and/or ~~enter~~entered into a business relationship ~~with a target located~~ in ~~Mexico by~~Mexico. The consulting company found acquisition targets for the ~~end of the service term, the consultant will refund Processing $1,000,000 of the consulting fee. On January 3,~~Company, and on June 22, 2018, the Company ~~renewed~~entered into a Memorandum of Understanding (“MOU”) with a seller for the purchase of five mines located in different areas of Mexico for an aggregate purchase price of $1,000,000. Upon the execution of the MOU, the Company acquired the exclusive right to purchase the mines from the seller, effective until September 30, 2018. The parties have entered into an oral agreement ~~until July 3, 2018.~~

pursuant to which the Company will pay the $1,000,000 purchase price upon receiving approvals from the Mexican government allowing for the transfer of the mining concession. The transfer request has been submitted to, and is being processed by, the Mexican government, but that processing was delayed due to elections in Mexico. The Company expects to receive the government approval in October 2019. Following the signing of the MOU, this prepaid item which relates to the acquisition of assets will be part of the asset acquisition cost and, now that an agreement to purchase the mines has been entered into, was classified as a non-current asset.

Note 6 – ~~Notes receivable and interest receivable~~

Other payables

As of ~~September~~June 30, 2017, the Company had notes receivable of $3,925,000. During the three months ended December 31, 2017, the Company collected all the amounts outstanding under the notes receivable, and received interest income of $41,410.

~~Note 7 – Other payables~~

~~As of December 31~~2019 and September 30, ~~2017,~~2018, the Company had other payables of ~~$6,750~~$1,631 and ~~$9,465,~~$9,633, respectively. Other payables mainly consisted of salary and payroll tax payables.

Table of Contents

Note 87 – ~~Note~~Notes payable (related party)

On December 19, 2016, the Company entered into a Convertible Promissory Note Purchase Agreement (the “Original Agreement”) with one of its major shareholders (“Purchaser”). Under the Agreement, the Company sold a Convertible Promissory Note ~~to the lender~~ of $6,869,818 with interest of 6% (the “Original Note”). The Original Note was to mature on ~~the date that is 24 months from the original issue date,~~December 18, 2018, and any outstanding principal and interest on the Original Note could be converted at any time prior to maturity at the lender’s option at ~~a conversion price of~~ $1.50 per share of the Company’s common stock. ~~There~~The Original Note was ~~no beneficial conversion feature for the Original Note~~not converted due to the conversion price being higher than the market price of the Company’s common stock ~~price~~ at the time of the issuance of the Original Note.

~~Table of Contents~~

On March 20, 2017, the Company entered into an Amended and Restated Promissory Note Purchase Agreement with the major shareholder and Trading (the “Amended Agreement”). The Amended Agreement ~~amends~~amended and ~~restates~~restated the Original Agreement. Under the terms of the Amended Agreement, the Original Note issued under the Original Agreement was cancelled and Trading issued a Promissory Note to the Purchaser of $6,869,818, with a term of 12 months, renewable for up to an additional 12 months at the Purchaser’s option, with interest of 3% (the “New Note”). The Purchaser ~~does~~did not have a conversion option under the New Note. The principal amount of the New Note and any unpaid interest accrued thereon may become due and payable immediately upon the occurrence of certain events of default, including but not limited to Trading’s insolvency or the institution of bankruptcy proceedings against Trading.

As The Amended Agreement was renewed on March 20, 2018 with a new maturity date of ~~December 31 and September 30, 2017,~~July 2, 2018.

On June 28, 2018, the Company ~~had an outstanding balance~~entered into a Share Purchase Agreement with Trading and the Purchaser, pursuant to which the Company sold the Purchaser in a private placement 19,628,050 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, at $0.35 per Share for $6,869,818 on(the “Purchase Price”). The Purchaser paid the Purchase Price through cancellation of the New Note. ~~During~~There is no gain or loss arising from the ~~three months ended December 31, 2017,~~note conversion due to the conversion price being the market price and there is no substantial change in the cash flows. The Private Placement was completed pursuant to the exemption from registration provided by Regulation S promulgated under the Securities Act of 1933, as amended, and the Company ~~incurred interest expense of $52,668, and had interest payable of $0 as of December 31 and September 30, 2017.~~

issued the Shares to the Purchaser on July 6, 2018.

Note 98 – Shareholders’ Equity

Shares Authorized

Upon formation, the number of shares of all classes of stock which the Company was authorized to issue was 75,000,000 shares of common stock, par value $0.001 per share. On May 26, 2017, the Company filed a Certificate of Change with the State of Nevada to (i) increase its authorized shares of common stock from 75,000,000 to 375,000,000 and (ii) effect a corresponding 5-for-1 forward stock split of the issued and outstanding shares of the ~~Company's~~Company’s common stock (the ~~"Stock Split"~~“Stock Split”). The CFS were retroactively restated to reflect the Stock Split for the periods presented.

~~Common Stock~~

~~During the fiscal year ended September 30, 2016,~~

On July 6, 2018, the Company ~~sold 3,530,000 common~~issued 19,628,050 shares ~~(prior to 5-for-1 stock split) at $0.01 per share~~ for ~~aggregate proceeds~~repayment of ~~$35,300.~~

the note payable of $6,869,818 (See Note 107 – Notes payable (related party)).

Note 9 – Income Tax

~~Deferred~~

The President of the United States signed into law H.R. 1 (the “Tax Reform Law”). The Tax ~~Assets~~

Reform Law, effective for tax years beginning on or after January 1, 2018, except for certain provisions, resulted in significant changes to existing United States tax law, including various provisions that are expected to impact the Company. The Tax Reform Law reduced the federal corporate tax rate from 34% to 21% effective October 1, 2018 for the Company. The Company will continue to analyze the provisions of the Tax Reform Law to assess the impact on the Company’s CFS.

At ~~December 31~~June 30, 2019 and September 30, ~~2017,~~2018, the Company had net operating loss (“NOL”) ~~carry–forwards~~carryforward for income tax purposes; for federal income tax purposes, the NOL 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. The Company has NOL carry-forwards for Federal and California income tax purposes of ~~$1,652,504~~$5.71 million and ~~$1,419,393, respectively, which may be offset against future taxable income through 2034.~~$5.63 million at June 30, 2019 and September 30, 2018, respectively. No tax benefit was reported with respect to these NOL carry-forwards in the accompanying CFS 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 ~~$367,763~~$1.57 million as of ~~December 31, 2017,~~June 30, 2019, 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.

Table of Contents

Components of deferred tax assets as of June 30, 2019 and September 30, 2018 are as follows:

December 31,
2017

September 30,
2017

Net deferred tax assets – Non-current:
Expected income tax benefit from NOL carry-forwards $ 367,763 $ 315,280
Less valuation allowance (367,763 ) (315,280 )
Deferred tax assets, net of valuation allowance $ - $ -

	June 30, 2019			September 30, 2018
Net deferred tax assets – Non-current:
Expected income tax benefit from NOL carry-forwards	$	1,568,400		$	1,571,957
Less valuation allowance		(1,568,400	)		(1,571,957	)
Deferred tax assets, net of valuation allowance	$	-		$	-

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, 2019 and 2018 is as follows:

	2019			2018

Federal statutory income tax expense (benefit) rate		(21.00	)%		(34.00	)%
Federal income tax rate difference		-	%		19.00	%
State statutory income tax (benefit) rate, net of effect of state income tax deductible to federal income tax		5.50	%		(7.51	)%
Change in valuation allowance on net operating loss carry-forwards		16.50	%		22.53	%
Effective income tax rate		1.00	%		0.02	%

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 ~~December 31, 2017~~June 30, 2019 and ~~2016~~2018 is as follows:

December 31, 2017 December 31, 2016

Federal statutory income tax expense (benefit) rate (34.00 )% (34.00 )%
Federal income tax rate difference 19.00 % 19.00 %
State statutory income tax (benefit) rate, net of effect of state income tax deductible to federal income tax (7.51 )% (7.51 )%
Change in valuation allowance on net operating loss carry-forwards 22.51 % 22.51 %
Effective income tax rate 0.00 % 0.00 %

	2019			2018

Federal statutory income tax expense (benefit) rate		21.00	%		(34.00	)%
Federal income tax rate difference		-	%		19.00	%
State statutory income tax (benefit) rate, net of effect of state income tax deductible to federal income tax		17.40	%		(7.51	)%
Change in valuation allowance on net operating loss carry-forwards (utilization of NOL)		(38.40	)%		22.54	%
Effective income tax rate		0.00	%		0.03	%

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.

Currently the Company has provided three potential mine acquisition opportunities to its clients, with one mine located in Asia and two mines located in North America. For the nine months ended June 30, 2019, the Company recorded revenue of $1,016,000 for the services provided. For the three months ended June 30, 2019, the Company recorded revenue of $250,000 for the services provided.

For the nine months ended June 30, 2019, the Company had one customer which accounted for 96% of the Company’s total revenue. For the three months ended June 30, 2019, the Company had one customer which accounted for 100% of the Company’s total revenue.

Table of Contents

Note 11 – Commitments

~~Effective~~

Acquisition commitment

On January 1,4, 2017, Processing ~~as a sublessee,~~ entered into a ~~sublease agreement for office space~~Consulting and Strategist Agreement with a ~~sublessor~~consulting company for a ~~term~~six-month term. On July 3, 2017, the Company and the consulting company extended the Consulting and Strategist Agreement until January 3, 2018 at no additional cost, and the Agreement was subsequently further extended to July 3, 2018. The consultant provided Processing with market research findings, exploration and advice on business development opportunities in certain countries, and other general business advisory services. The consulting company found acquisition targets for the Company, and on June 22, 2018, the Company entered into a Memorandum of ~~two years.~~Understanding (“MOU”) with a seller for the purchase of five mines located in different areas of Mexico for an aggregate purchase price of $1,000,000. Upon the execution of the MOU, the Company acquired the exclusive right to purchase the mines from the seller, effective until September 30, 2018. The parties entered into an oral agreement pursuant to which the Company will pay the $1,000,000 purchase price upon receiving approvals from the Mexican government allowing for the transfer of the mining concession. The transfer request was submitted to, and is being processed by, the Mexican government, but that processing was delayed due to elections in Mexico (see Note 5), the Company expects to receive the government approval in October 2019.

Lease Commitment

Effective April 16, 2018, the Company entered a one-year lease agreement to lease an office in the City of Diamond Bar, California. The monthly rent is ~~$1,897.~~ approximately $1,500. The Company did not renew the lease at expiration.

Effective December 1, 2018, the Company entered a three-year lease agreement to lease 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 Company recorded rental expense of ~~$5,690~~$34,498 and $0$24,248 for the nine months ended June 30, 2019 and 2018, respectively. The Company recorded rental expense of $6,780 and $12,710 for the three months ended ~~December 31, 2017~~June 30, 2019 and ~~2016, respectively. The~~2018. As of June 30, 2019, the future annual minimum lease payments would be $25,761 for 2020; $26,522 for 2021; and $11,210 for 2022.

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 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, 2020 with the same terms.

On May 4, 2018, the Company entered into a Mineral Mining Interactive Technology and Related Application Software Development Service Contract (the “Contract”) with Prime King Investment Limited (“Prime King”) described as below:

Pursuant to the terms of the Contract, Prime King is providing services to the Company relating to the development, installation and debugging of a software system called IMETAL. The IMETAL software will allow the Company to operate a platform which the Company plans to use to facilitate investment in raw metals, subject to compliance with applicable laws and regulations.

IMETAL is a platform which we committed to build and through which we plan to provide not only institutional clients, but also individual investors, with a chance to invest in raw metals, find specialized minerals, and exploit these opportunities, subject to compliance with applicable laws and regulations. Prime King shall also provide training to the Company’s staff per the Company’s request as ~~of December 31, 2017 was: $22,764~~well as maintenance for the Project for one year ~~ending December 31, 2018.~~

~~On April 1, 2017,~~after the completion of the Project, in each case free of charge.

Under the Contract, the Company ~~entered a strategist consulting agreement with a consulting company~~shall pay Prime King $3,000,000, of which 50% was paid within 10 days of the execution of the Contract, and the remaining 50% was to be paid within 10 days of the completion of the Project after inspection and approval by the Company. The service was required to be completed in three months, however, on July 17, 2018, the deadline was extended until October 17, 2018, and the Company agreed to extend the deadline further, due to changes in technical requirements requested by the Company. Up to September 30, 2018, the Company paid Prime King $1.50 million, which was recorded as software development costs. The Company did not pay anything to Prime King for ~~a service term~~the nine and three months ended June 30, 2019. The Company previously expected the project to be completed by March 31, 2019. However, the process has been further delayed because the Company is currently evaluating certain functions of ~~one year.~~this platform and regulatory compliance requirements for such functions before it can determine whether to include them in the platform. The ~~compensation to~~Company expects the ~~consulting company~~project will be ~~$50,000 per year, payable in equal installments at~~completed soon after the ~~end~~Company completes its evaluation of ~~each month.~~the platform’s regulatory issues.

Table of Contents

Effective April 1, 2018, the Company entered another Consulting & Strategist Agreement with a consulting company in Hong Kong for a term of one year. The consulting services mainly include business strategy and business development advisory for the Company’s potential new ventures in the Far East, mainly in Hong Kong and Russia. The consulting fee is $40,000 per month, payable monthly on or about the first day of each month. The Company did not renew the agreement upon expiration.

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 months ended June 30, 2019, the Company spent $238,750; for the three months ended June 30, 2019, the Company spent $0, which was recorded as consulting expense, and the Company expects to spend an additional $1.56 million on this project. 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).

Employment ~~Agreements~~

Agreement

The Company currently has an employment agreement with Michael Viotto, the ~~Company's~~Company’s CFO. Pursuant to the terms of his employment agreement, dated August ~~16, 2017,~~20, 2018, Mr. Viotto receives annual compensation of $50,000, and the agreement has a term of one year. Mr. ~~Viotto's~~Viotto’s employment agreement includes typical clauses relating to noncompetition, nonsolicitation and indemnification of Mr. Viotto in connection with his service as the ~~Company's~~Company’s CFO.

Note 12 – 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 did not have any material subsequent events to disclose in its ~~CFS other than the events discussed above.~~

CFS.

Table of Contents

Item 2.

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

The following discussion should be read in conjunction with the Financial Statements and Notes thereto appearing elsewhere in this Form 10-Q.

DISCLAIMER REGARDING FORWARD-LOOKING STATEMENTS

The following discussion and analysis of the consolidated financial condition and results of operations should be read in conjunction with the consolidated financial statements and notes in Item I above and with the audited consolidated financial statements and notes, and with the information under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results could differ materially from the results described in or implied by these forward-looking statements as a result of various factors, including those discussed in this report and those discussed in our most recent Annual Report on Form 10-K.

Overview

Fuse ~~Enterprises~~Group Holding Inc. (the “Company” or ~~“Enterprises”~~“Fuse Group” or ~~“We”~~“we”) was incorporated under the laws of the State of Nevada on December 24, 2013. ~~Enterprises is~~Fuse Group currently ~~a full service online marketing agency, but is exploring~~explores opportunities in the mining industry. On December 6, 2016, the Company incorporated Fuse Processing, Inc. (“Processing”) in the State of California. Processing seeks business opportunities in the mining industry and is currently investigating potential mining targets in Asia and North America. ~~Enterprises~~Fuse Group is the sole shareholder of Processing. On November 28, 2016, 5,500,000 shares of the common stock of Enterprises, or 60.91% of the Company’s issued and outstanding shares of common stock, were sold by Pavel Mikhalkov and Aleksandr Kriukov in a series of private transactions to a new shareholder for an aggregate purchase price of $55,000 (collectively, the “Stock Sales”). In connection with the Stock Sales, Messrs. Mikhalkov and Kriukov released the Company from certain liabilities and obligations arising out of their service as directors and officers of the Company. In March 2017, Processing acquired 100% ownership of Fuse Trading Limited (“Trading”) for HKD1 ~~(US$~~($0.13). Trading had no operations prior to the acquisition by Processing, and Trading expects to be engaged in mining-related businesses. On May 3, 2018, the Company incorporated Fuse Technology Inc. (“Technology”) in the State of Nevada. Fuse Group is the sole shareholder of Technology. Technology is mainly engaged in IMETAL system development. The IMETAL software will allow the Company to operate a platform which the Company plans to use to facilitate investment in raw metals, find specialized minerals, and exploit these opportunities, subject to compliance with applicable laws and regulations.

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, the Company and the consulting company extended the Consulting and Strategist Agreement until January 3, 2018 at no additional cost, and the Agreement was subsequently further extended to July 3, 2018. The consultant provides Processing with market research findings, 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 for the purchase of five mines located in different areas of Mexico for $1,000,000. Upon the execution of the MOU, the Company acquired the exclusive right to purchase the mines from the seller until September 30, 2018. The parties entered into an oral agreement pursuant to which the Company will pay the $1,000,000 purchase price upon receiving approvals from the Mexican government allowing for the transfer of the mining concession. The transfer request was submitted to, and is being processed by, the Mexican government, but that processing was delayed due to elections in Mexico, the Company expected to receive the government approval in October 2019.

Table of Contents

Results of operations for the three months ended ~~December 31, 2017~~June 30, 2019 and ~~2016~~

2018

Revenue

and Cost of Revenue

We have historically generated revenue from sales of our marketing and web development services directly to small and medium-sized ~~business.~~businesses. We have acquired customers through direct telemarketing and referrals. We ~~are~~ currently ~~seeking~~seek business opportunities in the mining industry and are investigating potential mining targets in Asia and North America.

In addition to our own investment in mining businesses, we also 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 ~~gross~~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.

Currently we have provided three potential mine acquisition opportunities to clients, with one mine located in Asia and two mines located in North America. For the three months ended June 30, 2019, the Company recorded revenue of $250,000 for the services provided. Our revenue for the three months ended ~~December 31, 2017 and 2016~~June 30, 2018 was ~~$0, respectively.~~$0. Our cost of revenues for the three months ended ~~December 31, 2017~~June 30, 2019 and ~~2016~~2018 was $56,946 and $0, respectively, mainly for the management’s travel expenses to visit these mines and consulting expenses paid for mine expertise during the mine due diligence period, resulting in a gross profit of $193,054 and $0 for the three months ended ~~December 31, 2017~~June 30, 2019 and ~~2016,~~2018, respectively. The Company did not generate any revenue because the Company did not receive any new orders for our consulting and website development services. The Company is also in the process of transforming its business by seeking new business opportunities in the mining industry.

Costs and Expenses

The major components of our expenses for the three months ended ~~December 31, 2017~~June 30, 2019 and ~~2016~~2018 are outlined in the table below:

2017 2016
Increase
(Decrease)

General and administrative $ 227,791 $ 37,370 $ 190,421
$ 227,791 $ 37,370 $ 190,421

	2019		2018		Increase (Decrease)

General and administrative	$	144,735	$	167,231	$	(22,496	)
Consulting fees		18,667		2,435,257		(2,416,590	)
Total operating expenses	$	163,403	$	2,602,488	$	(2,439,085	)

The ~~increase~~decrease in our operating costs for the three months ended ~~December 31, 2017,~~June 30, 2019, compared to the three months ended ~~December 31, 2016, mainly included increased: salary expenses of $49,167, travel expenses of $68,242,~~June 30, 2018, was due to a decrease in consulting ~~expense of $55,389, and auditing~~ fees of ~~$16,000, as~~$2,416,590. During the three months ended June 30, 2019 and 2018, the Company had a ~~result~~few outstanding consulting agreements for advisory services on business development strategy in the Far East, including in Hong Kong and Russia, and acquisition opportunities in Mexico and North America. Some of the consulting agreements entered in prior periods expired in the quarter ended June 30, 2019.

The Company ~~recruiting experienced personnel, advisors~~also had a consulting agreement for developing software programs to allow the Company to operate a platform called IMENTAL for investment in raw metals. This platform would be used primarily to meet the Company’s internal needs, and ~~consultants, and becoming more aggressive~~may in ~~seeking business opportunities~~the future be made available to external users for ~~its~~a fee. In the quarter ended June 30, 2018, the Company paid $1.50 million, which was recorded as software development ~~and expansion. In addition~~costs. The Company did not pay anything for the three months ended June 30, 2019. The Company previously expected the project to be completed by March 31, 2019. However, the ~~online marketing and consulting business,~~process has been further delayed because the Company is ~~actively seeking opportunities~~currently evaluating certain functions of this platform and regulatory compliance requirements for such functions before it can determine whether to include them in the ~~mining industries~~platform. The Company expects the project will be completed soon after the Company completes its evaluation of the platform’s regulatory issues.

Non-operating expenses, net

Net non-operating expense was $167 for the three months ended June 30, 2019, compared to $60,553 for the three months ended June 30, 2018. The decrease in ~~Asia and North America.~~

non-operating expense was mainly due to a decrease in interest expense by $60,110 resulting from repayment of the loan through issuance of shares in June 2018.

Table of Contents

~~Non-operating~~

Results of operations for the nine months ended June 30, 2019 and 2018

Revenue and Cost of Revenue

Currently we have provided three potential mine acquisition opportunities to clients, with one mine located in Asia and two mines located in North America. For the nine months ended June 30, 2019, the Company recorded revenue of $1,016,000 for the services provided. Our revenue for the nine months ended June 30, 2018 was $0. Our cost of revenues for the nine months ended June 30, 2019 and 2018 was $234,465 and $0, respectively, mainly for the management’s travel expenses

to visit these mines and consulting expenses paid for mine expertise during the mine due diligence period, resulting in a gross profit of $781,535 and $0 for the nine months ended June 30, 2019 and 2018, respectively.

Costs and Expenses

The major components of our expenses for the nine months ended June 30, 2019 and 2018 are outlined in the table below:

	2019		2018		Increase (Decrease)

General and administrative	$	468,881	$	460,411	$	8,470
Consulting fees		393,452		2,677,748		(2,284,296	)
Total operating expenses	$	862,334	$	3,138,159	$	(2,275,825	)

The decrease in our operating costs for the nine months ended June 30, 2019, compared to the nine months ended June 30, 2018, was due to a decrease in consulting fees of $2,284,296. During the nine months ended June 30, 2019 and 2018, the Company had a few outstanding consulting agreements for advisory services on business development strategy in the Far East, including in Hong Kong and Russia, and acquisition opportunities in Mexico and North America. Some of the consulting agreements entered in prior years expired in the nine months ended June 30, 2019.

The Company also had a consulting agreement for developing software programs to allow the Company to operate a platform called IMENTAL for investment in raw metals. This platform would be used primarily to meet the Company’s internal needs, and may in the future be made available to external users for a fee. In the nine months ended June 30, 2018, the Company paid $1.50 million, which was recorded as software development costs. The Company did not pay anything for the nine months ended June 30, 2019. The Company previously expected the project to be completed by March 31, 2019. However, the process has been further delayed because the Company is currently evaluating certain functions of this platform and regulatory compliance requirements for such functions before it can determine whether to include them in the platform. The Company expects the project will be completed soon after the Company completes its evaluation of the platform’s regulatory issues.

Non-operating expenses, net

Net non-operating expenses were ~~$11,598~~$833 for the ~~three~~nine months ended ~~December 31, 2017~~,June 30, 2019, compared to ~~$181~~non-operating expenses of $117,017 for the ~~three~~nine months ended ~~December 31, 2016.~~June 30, 2018. The ~~increase~~decrease in non-operating ~~expenses~~expense was mainly due to ~~increased~~a decrease in interest expense ~~of $52,668 on a note payable to one of our major shareholder,~~by $157,433, which was ~~partially~~partly offset by a decrease in interest income ~~of $41,410 from notes receivables. The Company collected all amounts outstanding under the notes receivable in December 2017.~~

by $41,410.

Liquidity and Capital Resources

The table below provides selected working capital information for the periods indicated:

	As of			As of
	June 30,			September 30,
	2019			2018

Total current assets	$	89,837		$	178,627
Total current liabilities		(1,631	)		(9,633	)
Working capital (deficiency)	$	88,206		$	168,994

Table of Contents

As of As of
December 31, September 30,
2017 2017

Total current assets $ 5,102,537 $ 5,344,093
Total current liabilities (6,876,568 ) (6,879,283 )
Working capital deficiency $ (1,774,031 ) $ (1,535,190 )

Liquidity

During the ~~three~~nine months ended ~~December 31, 2017~~June 30, 2019 and ~~2016,~~2018, the Company reported net loss of ~~$239,389~~$82,431 and ~~$37,551~~$3,255,976, respectively.

If we are not successful in ~~expanding our clientele base~~transitioning into the mining business and establishing profitability and positive cash flow, additional capital may be required to maintain ongoing operations. We have explored and ~~are continuing~~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 that 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 period indicated, provides selected cash flow information:

For the Three Months Ended December 31, 2017 For the Three Months Ended December 31, 2016

Net cash used in operating activities $ (241,556 ) $ (41,901 )
Net cash used in investing activities 3,925,000 -
Net cash provided by financing activities - 6,881,463
Net increase (decrease) in cash $ 3,683,444 $ 6,839,562

	For the Nine Months Ended June 30, 2019			For the Nine Months Ended June 30, 2018

Net cash used in operating activities	$	(63,527	)	$	(3,468,353	)
Net cash provided by investing activities		-			3,925,000
Net increase (decrease) in cash	$	(63,527	)	$	456,647

Cash ~~Used in~~Flows from Operating Activities

Our cash used in operating activities for the ~~three~~nine months ended ~~December 31, 2017~~June 30, 2019 and ~~2016~~2018 was ~~$241,556~~$63,527 and ~~$41,901,~~$3,468,353, respectively. The ~~increase~~decrease in net cash used in operating activities was mainly due to ~~increased~~decreased net loss by $3,173,545, resulting from increased revenue of ~~$239,389~~.

$1,016,000 from the Company’s provision of mine scouting services to clients and decreased prepaid expense by $261,621 for the nine months ended June 30, 2019.

Cash Flows from Investing Activities

Our cash provided by investing activities for the ~~three~~nine months ended ~~December 31, 2017~~June 30, 2019 and ~~2016~~2018 was ~~$3,925,000~~$0 and ~~$0,~~$3,925,000, respectively. The ~~increase in net~~ cash ~~provided by investing activities~~inflow for the nine months ended June 30, 2018 was ~~mainly due to~~from the collection of outstanding notes receivable of $3,925,000.

Cash Flows from Financing Activities

During the ~~three~~nine months ended ~~December 31, 2017~~June 30, 2019 and ~~2016,~~2018, we received proceeds from the issuance of a note to one of our major shareholders of $0 and $6,881,463, respectively; we had an increase in paid in capital of $0 and $11,645, respectively, through the payment for certain payables made by former management as capital contributions.

~~Table of Contents~~

did not have any financing activities.

Recent Accounting Pronouncements

See Note 2 to the ~~Consolidated Financial Statements.~~

CFS.

Off Balance Sheet Arrangements

As of ~~December 31, 2017,~~June 30, 2019, we did not have any off-balance-sheet arrangements, as defined in Item 303(a)(4)(ii) of Regulation S-K.

Table of Contents

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

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, 2019, the Company was retaining copies of all financial data and material ~~weakness. The material weakness relates~~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 ~~our having~~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 ~~positions~~a position that ~~involve~~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 ~~December 31, 2017.~~June 30, 2019. 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 ~~December 31, 2017~~June 30, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

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.

~~Risk Factors~~

~~Not applicable.~~

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

~~None.~~

Item 3.

Defaults upon Senior Securities

None.

~~None.~~

Item 4.

Mine Safety Disclosure

Not applicable.

Item 5.

Other Information

None.

~~Other Information~~

~~None.~~

~~Table of Contents~~

Item 6.

Exhibits

Exhibit No.		Description
31.1		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and ~~Rule15d-14(a)~~Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended*
31.2		Certification of 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, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002†~~2002*
32.2		Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002†~~2002*
101.INS		XBRL Instance Document*
101.SCH		XBRL Schema Document*
101.CAL		XBRL Calculation Linkbase Document*
101.DEF		XBRL Definition Linkbase Document*
101.LAB		XBRL Label Linkbase Document*
101.PRE		XBRL Presentation Linkbase Document*

* filed herewith

~~† furnished herewith~~

*	filed herewith

Table of Contents

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 ~~ENTERPRISES~~GROUP HOLDING INC.

	By:	/s/ Umesh Patel
		Umesh Patel
		Chief Executive Officer
		(Principal Executive Officer)

		~~February 13, 2018~~ August 12, 2019

	By:	/s/ Michael Viotto
		Michael Viotto
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

		~~February 13, 2018~~ August 12, 2019

0001636051 2018-10-01 2019-06-30 0001636051 2019-08-08 0001636051 2019-06-30 0001636051 2018-09-30 0001636051 2017-10-01 2018-06-30 0001636051 2019-04-01 2019-06-30 0001636051 2018-04-01 2018-06-30 0001636051 2017-09-30 0001636051 2018-06-30 0001636051 us-gaap:CommonStockMember 2018-09-30 0001636051 us-gaap:AdditionalPaidInCapitalMember 2018-09-30 0001636051 us-gaap:RetainedEarningsMember 2018-09-30 0001636051 us-gaap:RetainedEarningsMember 2018-10-01 2018-12-31 0001636051 2018-10-01 2018-12-31 0001636051 us-gaap:CommonStockMember 2018-12-31 0001636051 us-gaap:AdditionalPaidInCapitalMember 2018-12-31 0001636051 us-gaap:RetainedEarningsMember 2018-12-31 0001636051 2018-12-31 0001636051 us-gaap:RetainedEarningsMember 2019-01-01 2019-03-31 0001636051 2019-01-01 2019-03-31 0001636051 us-gaap:CommonStockMember 2019-03-31 0001636051 us-gaap:AdditionalPaidInCapitalMember 2019-03-31 0001636051 us-gaap:RetainedEarningsMember 2019-03-31 0001636051 2019-03-31 0001636051 us-gaap:RetainedEarningsMember 2019-04-01 2019-06-30 0001636051 us-gaap:CommonStockMember 2019-06-30 0001636051 us-gaap:AdditionalPaidInCapitalMember 2019-06-30 0001636051 us-gaap:RetainedEarningsMember 2019-06-30 0001636051 us-gaap:CommonStockMember 2017-09-30 0001636051 us-gaap:AdditionalPaidInCapitalMember 2017-09-30 0001636051 us-gaap:RetainedEarningsMember 2017-09-30 0001636051 us-gaap:RetainedEarningsMember 2017-10-01 2017-12-31 0001636051 2017-10-01 2017-12-31 0001636051 us-gaap:CommonStockMember 2017-12-31 0001636051 us-gaap:AdditionalPaidInCapitalMember 2017-12-31 0001636051 us-gaap:RetainedEarningsMember 2017-12-31 0001636051 2017-12-31 0001636051 us-gaap:RetainedEarningsMember 2018-01-01 2018-03-31 0001636051 2018-01-01 2018-03-31 0001636051 us-gaap:CommonStockMember 2018-03-31 0001636051 us-gaap:AdditionalPaidInCapitalMember 2018-03-31 0001636051 us-gaap:RetainedEarningsMember 2018-03-31 0001636051 2018-03-31 0001636051 us-gaap:RetainedEarningsMember 2018-04-01 2018-06-30 0001636051 us-gaap:CommonStockMember 2018-06-30 0001636051 us-gaap:AdditionalPaidInCapitalMember 2018-06-30 0001636051 us-gaap:RetainedEarningsMember 2018-06-30 0001636051 fsnt:FuseTradingLimitedTradingMember 2017-03-31 0001636051 2017-03-31 0001636051 2017-05-26 0001636051 fsnt:EstimatedUsefulLivesMember 2018-10-01 2019-06-30 0001636051 us-gaap:ComputerEquipmentMember 2018-10-01 2019-06-30 0001636051 us-gaap:OfficeEquipmentMember 2018-10-01 2019-06-30 0001636051 us-gaap:LeaseholdImprovementsMember 2018-10-01 2019-06-30 0001636051 us-gaap:MachineryAndEquipmentMember 2018-10-01 2019-06-30 0001636051 us-gaap:VehiclesMember 2018-10-01 2019-06-30 0001636051 fsnt:PropertyPlantAndEquipment1Member 2018-10-01 2019-06-30 0001636051 us-gaap:ComputerEquipmentMember 2019-06-30 0001636051 us-gaap:ComputerEquipmentMember 2018-09-30 0001636051 us-gaap:FurnitureAndFixturesMember 2019-06-30 0001636051 us-gaap:FurnitureAndFixturesMember 2018-09-30 0001636051 fsnt:ConsultingAgreementServiceContractMember 2019-06-30 0001636051 fsnt:ConsultingAgreementServiceContractMember 2018-08-01 0001636051 fsnt:ConsultingAndStrategistAgreementMember 2017-01-04 2017-01-04 0001636051 fsnt:ConsultingAndStrategistAgreementMember 2017-01-04 0001636051 fsnt:ConsultingAndStrategistAgreementMember 2016-10-01 2017-09-30 0001636051 fsnt:ConsultingAndStrategistAgreementMember 2018-09-30 0001636051 fsnt:ConsultingAndStrategistAgreementMember 2018-06-22 2018-06-22 0001636051 us-gaap:ConvertibleDebtMember 2016-12-19 0001636051 us-gaap:ConvertibleDebtMember 2017-03-20 0001636051 us-gaap:ConvertibleDebtMember 2017-03-20 2017-03-20 0001636051 us-gaap:ConvertibleDebtMember 2018-06-28 2018-06-28 0001636051 us-gaap:ConvertibleDebtMember 2018-06-28 0001636051 us-gaap:ConvertibleDebtMember 2018-07-06 2018-07-06 0001636051 2017-10-01 2018-09-30 0001636051 2018-10-01 2018-12-26 0001636051 srt:AsiaMember 2019-06-30 0001636051 srt:NorthAmericaMember 2019-06-30 0001636051 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2018-10-01 2019-06-30 0001636051 us-gaap:SalesRevenueNetMember us-gaap:CustomerConcentrationRiskMember 2019-04-01 2019-06-30 0001636051 2018-06-22 2018-06-22 0001636051 fsnt:CityOfDiamondBarCaliforniaMember fsnt:LeaseOfOfficeSpaceMember 2018-04-16 2018-04-16 0001636051 fsnt:ArcadiaCaliforniaMember fsnt:LeaseOfOfficeSpaceMember 2018-12-01 2018-12-01 0001636051 fsnt:StrategicConsultingAgreementMember 2017-04-01 2017-04-01 0001636051 fsnt:MineralMiningInteractiveTechnologyAndRelatedApplicationSoftwareDevelopmentServiceContractMember 2018-05-04 2018-05-04 0001636051 fsnt:MineralMiningInteractiveTechnologyAndRelatedApplicationSoftwareDevelopmentServiceContractMember 2017-10-01 2018-09-30 0001636051 fsnt:ConsultingAndStrategistAgreementMember 2018-04-01 2018-04-01 0001636051 fsnt:ExploratoryDrillingAgreementAndRelatedCostsMember 2018-10-01 2019-06-30 0001636051 fsnt:ExploratoryDrillingAgreementAndRelatedCostsMember 2019-04-01 2019-06-30 0001636051 fsnt:ExploratoryDrillingAgreementAndRelatedCostsMember 2018-04-01 2018-04-01 0001636051 2018-08-20 2018-08-20 xbrli:shares iso4217:USD

iso4217:USD xbrli:shares xbrli:pure

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

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

Class		Share Outstanding
Common Stock, $0.001 par value per share		45,150,000*64,778,050

	DECEMBER 31, 2017			SEPTEMBER 30, 2017
	(UNAUDITED)

ASSETS

CURRENT ASSETS
Cash and equivalents	$	4,102,537		$	419,093
Deposit		1,000,000			1,000,000
Notes receivable		-			3,925,000

Total current assets		5,102,537			5,344,093

NON-CURRENT ASSETS
Property and equipment, net		12,407			12,955

Total non-current assets		12,407			12,955

TOTAL ASSETS	$	5,114,944		$	5,357,048

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
Other payables	$	6,750		$	9,465
Note payable		6,869,818			6,869,818

Total current liabilities		6,876,568			6,879,283

CONTINGENCIES AND COMMITMENTS

STOCKHOLDERS' DEFICIT
Common stock, par value $0.001 per share, 375,000,000 shares authorized; 45,150,000 shares issued and outstanding		45,150			45,150
Additional paid in capital		47,432			47,432
Accumulated deficit		(1,854,206	)		(1,614,817	)

Total stockholders' deficit		(1,761,624	)		(1,522,235	)

TOTAL LIABILITIES AND DEFICIT	$	5,114,944		$	5,357,048

	JUNE 30, 2019			SEPTEMBER 30, 2018
	(UNAUDITED)

ASSETS

CURRENT ASSETS
Cash and equivalents	$	39,837		$	103,364
Accounts receivable		50,000			-
Prepaid expenses		-			75,263

Total current assets		89,837			178,627

NON-CURRENT ASSETS
Prepaid expense		1,000,000			1,000,000
Property and equipment, net		9,120			10,764

Total non-current assets		1,009,120			1,010,764

TOTAL ASSETS	$	1,098,957		$	1,189,391

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Other payables	$	1,631		$	9,633

Total current liabilities		1,631			9,633

CONTINGENCIES AND COMMITMENTS

STOCKHOLDERS' EQUITY
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		(5,917,168	)		(5,834,737	)

Total stockholders' equity		1,097,327			1,179,758

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,098,957		$	1,189,391

PART I.	FINANCIAL INFORMATION	1
Item 1.	Financial Statements	13
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1218
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	1422
Item 4.	Controls and Procedures	1422

PART II.	OTHER INFORMATION	15
Item 1.	Legal Proceedings	1523
Item 1A.	Risk Factors	1523
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1523
Item 3.	Defaults upon Senior Securities	1523
Item 4.	Mine Safety Disclosure	1523
Item 5.	Other Information	1523
Item 6.	Exhibits	1623
SIGNATURES		1724

	THREE MONTHS ENDED DECEMBER 31,
	2017			2016

Revenue	$	-		$	-

Cost of revenue		-			-

Gross profit		-			-

Operating expenses
General and administrative		227,791			37,370

Total operating expenses		227,791			37,370

Loss from operations		(227,791	)		(37,370	)

Non-operating expenses
Interest income		41,410			-
Interest expense		(52,668	)		-
Financial expense		(340	)		(181	)

Total non-operating loss, net		(11,598	)		(181	)

Loss before income tax		(239,389	)		(37,551	)
Income tax provision		-			-

Net loss	$	(239,389	)	$	(37,551	)

Basic and diluted weighted average shares outstanding		45,150,000			45,150,000

Basic and diluted net loss per share	$	(0.01	)	$	(0.001	)

	FOR THE NINE MONTHS ENDED JUNE 30,						FOR THE THREE MONTHS ENDED JUNE 30,
	2019			2018			2019			2018

Revenue	$	1,016,000		$	-		$	250,000		$	-

Cost of revenue		234,465			-			56,946			-

Gross profit		781,535			-			193,054			-

Operating expenses
General and administrative		468,881			460,411			144,735			167,231
Consulting		393,452			2,677,748			18,667			2,435,257

Total operating expenses		862,334			3,138,159			163,403			2,602,488

Income (loss) from operations		(80,798	)		(3,138,159	)		29,652			(2,602,488	)

Non-operating expenses
Interest income		9			41,410			3			-
Interest expense		-			(157,433	)		-			(60,110	)
Financial expense		(842	)		(994	)		(170	)		(443	)

Total non-operating expenses, net		(833	)		(117,017	)		(167	)		(60,553	)

Income (loss) before income tax		(81,631	)		(3,255,176	)		29,485			(2,663,041	)
Income tax		800			800			-			800

Net income (loss)	$	(82,431	)	$	(3,255,976	)	$	29,485		$	(2,663,841	)

Basic and diluted weighted average shares outstanding		64,778,050			45,150,000			64,778,050			45,150,000

Basic and diluted net income (loss) per share	$	(0.00	)	$	(0.07	)	$	0.00		$	(0.06	)

FUSE GROUP HOLDING INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE NINE MONTHS ENDED JUNE 30, 2019 AND 2018
(UNAUDITED)

	Common Stock
	Shares		Amount		Additional Paid-in Capital		Accumulated Deficit			Total
Balance at September 30, 2018		64,778,050	$	64,778	$	6,949,717	$	(5,834,737	)	$	1,179,758

Net loss for the quarter		-		-		-		(62,330	)		(62,330	)

Balance at December 31, 2018		64,778,050		64,778		6,949,717		(5,897,067	)		1,117,428

Net loss for the quarter		-		-		-		(49,586	)		(49,586	)

Balance at March 31, 2019		64,778,050		64,778		6,949,717		(5,946,653	)		1,067,842

Net loss for the quarter		-		-		-		29,485			29,485

Balance at June 30, 2019		64,778,050	$	64,778	$	6,949,717	$	(5,917,168	)	$	1,097,327

	Estimated Useful Lives (Years)		December 31, 2017			September 30, 2017

Computer equipment		5	$	1,852		$	1,825
Less accumulated depreciation				(371	)		(278	)
Computer equipment, net				1,481			1,574

Office furniture		7		12,746			12,746
Less accumulated depreciation				(1,820	)		(1,365	)
Office furniture, net				10,926			11,381
Total property and equipment, net			$	12,407		$	12,955

	December 31, 2017			September 30, 2017
Net deferred tax assets – Non-current:
Expected income tax benefit from NOL carry-forwards	$	367,763		$	315,280
Less valuation allowance		(367,763	)		(315,280	)
Deferred tax assets, net of valuation allowance	$	-		$	-

	December 31, 2017			December 31, 2016

Federal statutory income tax expense (benefit) rate		(34.00	)%		(34.00	)%
Federal income tax rate difference		19.00	%		19.00	%
State statutory income tax (benefit) rate, net of effect of state income tax deductible to federal income tax		(7.51	)%		(7.51	)%
Change in valuation allowance on net operating loss carry-forwards		22.51	%		22.51	%
Effective income tax rate		0.00	%		0.00	%

	2017		2016		Increase (Decrease)

General and administrative	$	227,791	$	37,370	$	190,421
	$	227,791	$	37,370	$	190,421

	As of			As of
	December 31,			September 30,
	2017			2017

Total current assets	$	5,102,537		$	5,344,093
Total current liabilities		(6,876,568	)		(6,879,283	)
Working capital deficiency	$	(1,774,031	)	$	(1,535,190	)