UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Global Interactive Technologies, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) As filed with the Securities and Exchange Commission on December 9, 2025. Registration No. 333-288665 (I.R.S. Employer Identification Number) 160, Yeouiseo-ro, Yeongdeungpo-gu Seoul, Republic of Korea ...

Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Global Interactive Technologies, Inc. (Exact name of registrant as specified in its charter) As filed with the Securities and Exchange Commission on November 25, 2025. Registration No. 333-288665 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (State or other jurisdiction of incorporation or organization) Delaware 7370 88-1368281 (Primary Standard Industrial Classification Code Number) (I.R.S. Employe ...

Revenue Performance - For the nine months ended September 30, 2025, revenue was $1,867, generated from the FANING platform, marking a 100% increase compared to the previous period[182]. - For the three months ended September 30, 2025, revenue was $1,838, also generated from the FANING platform, reflecting a 100% increase compared to the previous period[186]. - The company expects to begin generating revenue from new sources, including merchandise sales and K-Food sales, starting in the fourth quarter of 2025[182]. - The platform's monetization strategy includes direct revenue from advertising, digital content, and commerce, as well as commissions on user-to-user transactions[215]. Net Loss and Financial Performance - The net loss for the nine months ended September 30, 2025, was $1,787,707, a decrease of approximately 15% from the net loss of $2,100,679 for the same period in 2024[184]. - The net loss for the three months ended September 30, 2025, was $542,977, representing an approximate 10% increase compared to the net loss of $491,708 for the same period in 2024[186]. - The company anticipates improved financial performance starting from the fourth quarter of 2025 due to the launch of the restructured FANING platform[193]. Expenses and Cost Management - General and administrative expenses for the nine months ended September 30, 2025, increased by 152% to $1,783,508 compared to $708,559 in 2024[182]. - Cost of revenue is expected to increase proportionately with the growth of the user base for the FANING platform[176]. - The company is currently in the process of raising additional operating capital following cost-saving measures implemented in 2024[191]. User Growth and Market Position - FANING platform had over 26.6 million registered users globally as of September 30, 2025, capitalizing on the global rise in K-Culture fandom exceeding 229 million fans in 119 countries[213]. - The company executed a 1-for-20 reverse stock split on January 27, 2025, reducing total issued shares from 52,808,589 to 2,640,402[190]. Assets and Liabilities - As of September 30, 2025, the company reported cash and cash equivalents of $36,915, an increase from $2,352 as of December 31, 2024[191]. - Total current assets increased to $120,071 from $2,987 as of December 31, 2024[191]. - Total current liabilities decreased to $631,216 from $668,339, representing a reduction of $37,123 due to the conversion of existing debt into equity[192]. - The company has an accumulated deficit of $39,689,008 as of September 30, 2025, compared to $37,901,301 as of December 31, 2024[190]. Capital Raising and Future Plans - The company is in the process of raising operating capital through a public offering to increase revenue and generate income from new business lines[185]. - The company plans to diversify revenue streams through user-to-user commissions and advertising agreements starting in the fourth quarter of 2025[175]. Market Risks and Accounting Standards - The company is exposed to market risks primarily due to fluctuations in foreign currency and credit, impacting its financial position[203]. - The company is currently evaluating the impact of new accounting standards issued by the FASB, which are not expected to have a material effect on its financial statements upon adoption[219]. Platform Update - The FANING platform was updated and relaunched in April 2025, with revenue generation beginning in May 2025[167]. - The company has no contractual obligations or off-balance sheet commitments as of September 30, 2025[199][201].

As filed with the Securities and Exchange Commission on August 19, 2025. Registration No. 333-288665 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Global Interactive Technologies, Inc. (Exact name of registrant as specified in its charter) Copies to: Spencer G. Feldman, Esq. Olshan Frome Wolosky LLP 1325 Avenue of the Americas, 15 Floor New York, New York 10019 (212) 451-2300 Faith L. Charles, Esq. ...

Financial Performance - For the six months ended June 30, 2025, revenue was $29, generated from the operation of the FANING platform, which was updated and relaunched in April 2025 [172]. - The net loss for the six months ended June 30, 2025, was $1,244,730, a decrease of approximately 23% compared to the net loss of $1,608,971 for the same period in 2024 [174]. - For the three months ended June 30, 2025, the net loss was $678,049, a 21% increase from the net loss of $561,900 for the same period in 2024 [177]. - The company reported an accumulated deficit of $39,146,031 as of June 30, 2025, compared to $37,901,301 as of December 31, 2024 [180]. Revenue Generation Strategies - The Company plans to generate revenue from new sources, including merchandise sales, K-Food sales, and entertainment-related business starting in the third quarter of 2025 [172]. - The Company expects to begin generating revenue from its entertainment agency business starting in the third quarter of 2025 [165]. - Revenue from user-to-user transactions is anticipated as users sell their own products and services on the FANING platform [160]. - The platform's monetization strategy includes direct revenue from advertising, digital content, and user-to-user transaction commissions [203]. - The platform's monetization strategy includes direct revenue from advertising, digital content, and commerce, as well as commissions on user-to-user transactions [203]. Operational Developments - The Company is in the process of raising operating capital through a public offering in August 2025 to increase revenue and generate revenue from new business lines [175]. - The newly revamped FANING platform was launched in April 2025, with revenue generation starting in May 2025 [157]. - Management anticipates that the launch of the restructured FANING platform will begin to reflect improved financial performance starting from Q3 2025 [182]. - The company is in the process of raising additional operating capital to support its ongoing capital-raising efforts and platform monetization strategies [182]. User Engagement and Growth - As of June 30, 2025, FANING had over 26.6 million registered users globally, capitalizing on the rise of K-Culture fandom, which exceeds 229 million fans in 119 countries [201]. - The platform supports real-time multilingual translation and is available in 17 languages, enhancing global fan engagement [200]. Cost Management - General and administrative expenses for the six months ended June 30, 2025, increased by 148% to $1,240,428 compared to $499,680 for the same period in 2024 [172]. - The company has implemented cost-saving measures, including divesting underperforming subsidiaries and reducing headcount, to improve its financial position [180]. Financial Position - As of June 30, 2025, cash and cash equivalents increased to $10,883 from $2,352 as of December 31, 2024, while total current assets rose to $25,796 from $2,987 [180]. - Total current liabilities decreased to $515,682 from $668,339, representing a reduction of $152,687, primarily due to the conversion of existing debt into equity [181]. Accounting and Risk Management - The company is currently evaluating the impact of new accounting standards but does not expect them to materially affect its financial statements upon adoption [207]. - Management regularly reviews significant accounting estimates and judgments, which are based on historical experience and current economic conditions [199]. - The company assesses contingencies related to potential legal proceedings and may accrue estimated liabilities if a material loss is probable [209]. - The company does not currently invest in derivatives or other financial instruments to hedge foreign currency risk but may consider such activities in the future [195]. - FANING's functional and reporting currency is the U.S. Dollar (USD), and the value of non-USD-denominated operations is affected by changes in the USD exchange rate [194]. - The company places cash and cash equivalents with financial institutions of high credit quality to manage credit risk [196]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions until it no longer qualifies [212].

As filed with the Securities and Exchange Commission on August 1, 2025. Registration No. 333-288665 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Global Interactive Technologies, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Delaware 7370 88-1368281 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer I ...

Financial Performance - The Company generated no revenue during the fiscal quarter ended March 31, 2025, due to restructuring and divestiture of subsidiaries [176]. - The operating loss for Q1 2025 was $563,468, a 45% decrease from the operating loss of $1,023,569 in Q1 2024 [177]. - The accumulated deficit as of March 31, 2025, was $38,467,982, with a working capital deficiency of $(719,575) [179]. - General and administrative expenses increased by 242% to $563,468 in Q1 2025 compared to $164,563 in Q1 2024 [176]. Revenue Generation - The Company expects to begin generating revenue from the newly updated FANING platform starting in May 2025, following its relaunch in April 2025 [178]. - Revenue is anticipated from direct sales, user-to-user commissions, and marketing services starting in May 2025 [161][168]. - The Company plans to diversify revenue streams through K-Food products and entertainment business ventures via its subsidiary, Faning Korea, LLC [180]. - The revamped FANING platform focuses on user-centric design and aims to achieve profitability [180]. User Base and Market Position - As of March 31, 2025, FANING had over 26.6 million registered users globally, positioned to capitalize on the global rise in K-Culture fandom, now exceeding 229 million fans in 119 countries [195]. - The company generates the majority of its revenue from customers within Korea, impacting its financial condition due to fluctuations in the Korean Won (KRW) against foreign currencies [188]. Currency and Financial Risk - The functional and reporting currency is the U.S. Dollar (USD), with the local currency of the subsidiary, Faning Korea, LLC, being the Korean Won (KRW) [189]. - The company does not currently invest in derivatives or other financial instruments to hedge foreign currency risk but may consider such activities in the future [190]. - Cash and cash equivalents are placed with financial institutions of high credit quality, with management evaluating credit risk based on various factors [191]. Regulatory and Reporting Requirements - The company is subject to ongoing public reporting requirements that are less rigorous than those for non-emerging growth companies, potentially providing less information to stockholders [205]. - The company expects to remain an "emerging growth company" for up to five years unless the market value of its common stock held by non-affiliates exceeds $700 million [206]. - The company is not required to comply with auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act [207]. - The company can take advantage of extensions of time to comply with certain new or revised financial accounting standards [207]. - The company is permitted to comply with reduced disclosure obligations regarding executive compensation in periodic reports and proxy statements [207]. - The company is exempt from the requirement to hold a non-binding advisory vote on executive compensation [207]. - The company is also exempt from stockholder approval of any golden parachute payments not previously approved [207]. Accounting and Estimates - The preparation of financial statements requires management to make estimates and assumptions that could significantly impact reported amounts [193]. - Recent accounting updates from the FASB are expected to enhance transparency in income tax disclosures and expense disaggregation, effective for periods beginning after December 15, 2024 [199][200]. - The company has not entered into any off-balance sheet financial guarantees or derivative contracts that are not reflected in its financial statements [184]. - The company assesses contingencies related to legal proceedings and unasserted claims, which may result in material losses if deemed probable [203].

PART I [Business](index=5&type=section&id=Item%201.%20Business) Global Interactive Technologies, Inc. operates the FANING platform, a social media ecosystem for Korean culture fans, which reached over 26.6 million users by year-end 2024 and plans U.S. expansion in 2025 following significant 2024 restructuring - The company changed its name from Hanryu Holdings, Inc. to Global Interactive Technologies, Inc. on December 5, 2024, and its Nasdaq ticker from HRYU to GITS[20](index=20&type=chunk) - The core business is the FANING platform, a social ecosystem for Korean culture fans, which succeeded the Fantoo platform and reached over **26.6 million users** by year-end 2024[19](index=19&type=chunk)[25](index=25&type=chunk)[32](index=32&type=chunk) FANING User Demographics (as of Dec 31, 2024) | Metric | Value | | :--- | :--- | | **Total Users** | > 26.6 million | | **Primary Age Group** | 20-39 years (over 80% of users) | | **Median Age** | 27 years old | | **Language Support** | Real-time translation for 17 languages | - The company plans to expand its marketing and services into the U.S. by establishing branches in the first half of 2025 and hiring approximately 20 developers to localize the FANING platform[71](index=71&type=chunk) - In 2024, the company restructured by divesting subsidiaries Hanryu Bank, FNS, and Marine Island, and acquiring Faning Korea, LLC, which is now its primary operating subsidiary[21](index=21&type=chunk)[22](index=22&type=chunk) [Risk Factors](index=18&type=section&id=Item%201A.%20Risk%20Factors) The company faces substantial risks including recurring net losses, going concern doubts, limited operating history, regulatory challenges, potential securities law exposure, and material weaknesses in internal controls Financial Performance and Position Risk | Metric | 2024 | 2023 | | :--- | :--- | :--- | | **Net Loss** | $(6.2) million | $(9.4) million | | **Accumulated Deficit** | $(37.9) million | $(38.9) million | - The company's independent auditor has included an explanatory paragraph in their report expressing substantial doubt about the company's ability to continue as a going concern due to recurring losses and a working capital deficiency[99](index=99&type=chunk) - The company is a holding company with no operations of its own, relying on its South Korean subsidiaries (like Faning Korea, LLC) for cash flow, making it subject to Korean regulations and potential restrictions on fund repatriation[105](index=105&type=chunk)[107](index=107&type=chunk) - The company faces risks related to complex and evolving data privacy laws, particularly Korea's Personal Information Protection Act (PIPA), which imposes strict consent and data breach notification requirements[133](index=133&type=chunk) - Potential securities law exposure exists from the previous issuance of Kingdom Coin (KDC), as it may be determined that the offering fell under U.S. jurisdiction without a proper exemption, which could lead to rescission rights or penalties[198](index=198&type=chunk)[200](index=200&type=chunk) - The company received and subsequently resolved several delinquency notices from Nasdaq in 2024 for failure to timely file periodic reports and for its stock price falling below the $1.00 minimum bid requirement[212](index=212&type=chunk)[214](index=214&type=chunk)[216](index=216&type=chunk) [Unresolved Staff Comments](index=45&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - Not applicable[252](index=252&type=chunk) [Cybersecurity](index=45&type=section&id=Item%201C.%20Cybersecurity) The company manages cybersecurity risks through an information security program overseen by the Audit Committee, with no material incidents reported as of the filing date - The Board of Directors has delegated oversight of cybersecurity risks to the Audit Committee, which receives periodic reports from management[258](index=258&type=chunk)[259](index=259&type=chunk) - Management is responsible for the overall cybersecurity risk management program, supervising internal personnel and external consultants to prevent, detect, and remediate threats[260](index=260&type=chunk)[261](index=261&type=chunk) - As of the filing date, no cybersecurity incidents have materially and adversely affected the company's business, operations, or financial condition[257](index=257&type=chunk) [Properties](index=46&type=section&id=Item%202.%20Properties) The company utilizes approximately 19,200 square feet of office space at the Seoul Marina, which is provided free of charge - The Company uses approximately **19,200 square feet** of office space at the Seoul Marina free of charge[262](index=262&type=chunk) [Legal Proceedings](index=46&type=section&id=Item%203.%20Legal%20Proceedings) As of December 31, 2024, the company is not involved in any material pending legal proceedings, with prior matters related to divested subsidiaries - The Company is not subject to any material pending legal proceedings or claims as of December 31, 2024[263](index=263&type=chunk) [Mine Safety Disclosures](index=46&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company - Not applicable[264](index=264&type=chunk) PART II [Market for Registrant's Ordinary Shares, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=47&type=section&id=Item%205.%20Market%20for%20Registrant's%20Ordinary%20Shares,%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's Class A Common Stock trades on Nasdaq under 'GITS', underwent a 1-for-20 reverse stock split in January 2025, and has not paid cash dividends to its 59 record holders as of year-end 2024 - The company's stock is listed on The Nasdaq Capital Market under the symbol "GITS"[266](index=266&type=chunk) - A **1-for-20 reverse stock split** of Class A Common Stock was effected on January 27, 2025[266](index=266&type=chunk) - As of December 31, 2024, there were **59 holders of record** of the common stock[267](index=267&type=chunk) - The company has not paid any cash dividends and does not anticipate doing so in the near future[268](index=268&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=47&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) In fiscal year 2024, the company reported zero revenue from continuing operations and a net loss of $(6.2) million, with severe liquidity constraints raising going concern doubts despite a 26.6 million user base and plans for 2025 monetization Consolidated Results of Operations (Years Ended Dec 31) | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Sales (Continuing Operations) | $0 | $0 | | Loss from Operations | $(888,363) | $(2,005,925) | | Gain on disposal of subsidiary | $12,400,373 | $0 | | Bad-debt expense of other assets | $(16,179,823) | $0 | | Net Loss from continuing operations | $(4,783,651) | $(1,851,332) | | Net Loss | $(6,171,969) | $(9,407,635) | | Basic Net Loss Per Share | $(2.34) | $(3.68) | Key Balance Sheet Data (as of Dec 31) | Metric | 2024 | 2023 | | :--- | :--- | :--- | | Cash and Cash Equivalents | $2,352 | $69,688 | | Total Current Assets | $2,987 | $20,420,926 | | Total Current Liabilities | $668,339 | $7,476,491 | | Accumulated Deficit | $(37,901,301) | $(38,893,762) | - The company's financial condition, including a working capital deficiency and significant accumulated deficit, raises substantial doubt about its ability to continue as a going concern[274](index=274&type=chunk)[291](index=291&type=chunk) Key Performance Indicators (2024) | KPI | Value | | :--- | :--- | | **Average User Base** | ~26.6 million | | **Monthly Active Users (MAU) % of Base** | 2.35% - 3.47% | | **Average Revenue Per User (ARPU)** | $0 | | **User Acquisition Cost (UAC)** | $0.18 | [Quantitative and Qualitative Disclosures About Market Risk](index=54&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is not required to provide this information - The company is a smaller reporting company and is not required to provide the information under this item[308](index=308&type=chunk) [Financial Statements and Supplementary Data](index=54&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section incorporates by reference the company's audited financial statements and supplementary data, which begin on page F-1 of the report - The required Financial Statements and Supplementary Data are incorporated by reference to the information beginning on Page F-1 of the Form 10-K[309](index=309&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=54&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no disagreements with its accountants on accounting and financial disclosure - None[310](index=310&type=chunk) [Controls and Procedures](index=54&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of December 31, 2024, due to material weaknesses in accounting resources and segregation of duties - Management concluded that as of December 31, 2024, the company's disclosure controls and procedures were ineffective[311](index=311&type=chunk) - Material weaknesses were identified due to inadequate accounting resources and a lack of segregation of duties, stemming from the small size of the accounting staff[312](index=312&type=chunk) - Management concluded that internal control over financial reporting was not effective as of December 31, 2024[315](index=315&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=56&type=section&id=Item%2010.%20Directors,%20Executive%20Officers%20and%20Corporate%20Governance) The report details executive officers and directors, including the CEO change to Taehoon Kim in February 2024, and outlines the Board's structure, committees, and risk oversight responsibilities - On February 26, 2024, CEO Changhuyk Kang was terminated for cause and Taehoon Kim was appointed as Interim CEO[321](index=321&type=chunk) Executive Officers and Directors (as of Dec 31, 2024) | Name | Position | | :--- | :--- | | Taehoon Kim | Chief Executive Officer | | Juhyon Shin | Chief Financial Officer | | David Gregg | Chief Communications Officer | | John S. Morris | Director | | Amy Shi | Director | | Jay Hyong Woo | Director | | Aram Ahn | Director | | Larry Namer | Director | - The Board has an Audit Committee composed of three independent directors, with John S. Morris serving as the audit committee financial expert[337](index=337&type=chunk)[338](index=338&type=chunk) - The Board is responsible for risk oversight, including cybersecurity, which is managed through its committees and regular reports from senior management[341](index=341&type=chunk) [Executive Compensation](index=60&type=section&id=Item%2011.%20Executive%20Compensation) The company's Named Executive Officers, CEO Taehoon Kim and CFO Juhyon Shin, had accrued salaries in 2024, with no equity awards granted or outstanding, and non-employee directors received no compensation despite a retainer entitlement 2024 Named Executive Officer Compensation | Name and Principal Position | Year | Salary Received ($) | Salary Accrued ($) | | :--- | :--- | :--- | :--- | | Taehoon Kim, CEO | 2024 | 0 | 58,600 | | Juhyon Shin, CFO | 2024 | 7,368 | 44,000 | - There were no outstanding stock option awards or other equity-based awards held by any Named Executive Officers as of December 31, 2024[365](index=365&type=chunk) - The company's 2022 Omnibus Equity Incentive Plan has **1,500,000 shares** of common stock available for future issuance[366](index=366&type=chunk)[367](index=367&type=chunk) - Non-employee directors are entitled to a **$3,000 monthly retainer**, but no compensation was paid to them as of December 31, 2024[379](index=379&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters](index=65&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Shareholder%20Matters) As of April 15, 2025, executive officers and directors collectively owned 3.85% of common stock, with Hangmuk Shin and Si Young Jang holding significant beneficial ownership Beneficial Ownership as of April 15, 2025 | Beneficial Owner | Percentage of Common Stock | | :--- | :--- | | Executive Officers and Directors as a Group (9 persons) | 3.85% | | Hangmuk Shin and related parties | 13.13% | | Si Young Jang | 5.49% | [Certain Relationships and Related Transactions, and Director Independence](index=66&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions,%20and%20Director%20Independence) In 2024, the company secured short-term loans from related parties, including President Jaeman Lee and largest shareholder Hangmuk Shin, primarily at a 4.6% annual interest rate, to fund operations Short-Term Loan Payables to Related Parties (as of Dec 31, 2024) | Related Party | Amount Owed | | :--- | :--- | | Jaeman Lee (President) | $255,286 | | Hangmuk Shin (Largest Shareholder) | $94,321 | | **Total** | **$349,607** | - The company entered into numerous short-term loan agreements with President Jaeman Lee and largest shareholder Hangmuk Shin throughout the second half of 2024, with most loans carrying a **4.6% annual interest rate**[388](index=388&type=chunk)[402](index=402&type=chunk) [Principal Accountant Fees and Services](index=68&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) One Stop Assurance PAC served as the independent auditor for 2023-2024, billing $189,000 in 2024, and was retained after the previous auditor was barred by the SEC Fees Billed by Principal Auditor (ONESTOP) | Fee Type | 2024 | 2023 | | :--- | :--- | :--- | | Audit fees | $180,000 | $230,000 | | Audit related fees | $9,000 | $11,500 | | **Total** | **$189,000** | **$241,500** | - The company retained ONESTOP for the fiscal year 2022 audit after the previous auditor, BF Borgers, PC, was barred from practicing before the SEC[418](index=418&type=chunk) PART IV [Exhibits and Financial Statement Schedules](index=70&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists the financial statements, notes, and other exhibits filed as part of the Form 10-K report - This section provides an index of the financial statements and exhibits filed with the report, including corporate governance documents, employment agreements, and SEC certifications[423](index=423&type=chunk)[425](index=425&type=chunk) [Form 10-K Summary](index=70&type=section&id=Item%2016.%20Form%2010-K%20Summary) This section is not applicable to the company - Not applicable[426](index=426&type=chunk) Financial Statements and Supplementary Data [Report of Independent Registered Public Accounting Firm](index=71&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) Onestop Assurance PAC issued an unqualified opinion on the financial statements but included a 'Going Concern' paragraph due to recurring losses and working capital deficiency - The auditor's report contains an explanatory paragraph expressing substantial doubt about the Company's ability to continue as a going concern due to recurring losses from operations and a working capital deficiency[429](index=429&type=chunk) [Consolidated Financial Statements](index=72&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements show a significant decrease in total assets to $6.4 million, a net loss of $(6.2) million in 2024, and severe cash depletion to $3,760 at year-end Key Financial Statement Figures (Year-End) | Metric | 2024 | 2023 | | :--- | :--- | :--- | | **Total Assets** | $6,404,423 | $20,544,956 | | **Total Liabilities** | $668,339 | $7,476,491 | | **Total Stockholders' Equity** | $5,736,084 | $13,068,465 | | **Net Loss** | $(6,171,969) | $(9,407,635) | | **Cash and Equivalents (End of Year)** | $3,760 | $5,427,830 | [Notes to Consolidated Financial Statements](index=77&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail accounting policies, including 'Going Concern' uncertainty, subsidiary divestitures, goodwill impairment, related-party loans, the history of the KDC digital asset, and the January 2025 reverse stock split - The company's financial statements are prepared on a going concern basis, but management acknowledges that recurring losses and a working capital deficit of **$(665,352)** as of Dec 31, 2024, raise substantial doubt about this assumption[455](index=455&type=chunk) - In 2024, the company divested its interests in Hanryu Bank Co. Ltd, FNS Co. Ltd, and Marin Island Co. Ltd. These entities are now classified as discontinued operations, resulting in a gain on disposal of **$12.4 million**[461](index=461&type=chunk)[599](index=599&type=chunk)[601](index=601&type=chunk) - The company acquired Faning Korea, LLC on December 4, 2024, recognizing goodwill of **$94,264**, which was subsequently fully impaired by December 31, 2024[520](index=520&type=chunk)[522](index=522&type=chunk) - On January 27, 2025, the company executed a **1-for-20 reverse stock split**. All share and per-share data in the financial statements have been retroactively adjusted to reflect this split[565](index=565&type=chunk)[566](index=566&type=chunk)

User Growth and Platform Features - FANTOO platform has exceeded 27 million users since its launch in May 2021, primarily focusing on K-Culture enthusiasts[170]. - FANTOO is available in 17 languages, with real-time translation services to facilitate global user communication[176]. Financial Performance - As of September 30, 2024, the company reported stockholders' equity of $10,615,774 and working capital of $8,355,991, down from $13,068,465 and $10,140,579 as of December 31, 2023[172]. - The company incurred operating losses of $2,109,827 for the nine months ended September 30, 2024, compared to $8,518,919 for the same period in 2023, reflecting a 77% improvement[172]. - Revenue for the nine months ended September 30, 2024, was $198, a decrease of 100% from $980,441 in 2023[198]. - Total operating expenses for the nine months ended September 30, 2024, were $2,110,025, a decrease of 77% from $9,018,805 in 2023[198]. - Revenue for the nine months ended September 30, 2024 was $198, a decrease of $980,243 compared to $980,441 for the same period in 2023, primarily due to a decline in advertising and content sales[203]. - The company reported a net loss of $2,109,827 for the nine months ended September 30, 2024, compared to a net loss of $8,552,478 for the same period in 2023[213]. - Net cash used in operating activities for the nine months ended September 30, 2024 was $660,632, significantly lower than $10,803,751 for the same period in 2023[222]. - As of September 30, 2024, the company had cash and cash equivalents of approximately $6,975, raising substantial doubt about its ability to continue as a going concern[214]. Cost Management - Cost of revenue for the nine months ended September 30, 2024 was $0, compared to $514,314 for the same period in 2023, reflecting the significant drop in revenue[204]. - Marketing and advertising expenses decreased to $3,437 for the nine months ended September 30, 2024, down from $1,076,592 in 2023, due to restructuring efforts[207]. - Research and development expenses were $0 for the nine months ended September 30, 2024, compared to $45,768 for the same period in 2023, reflecting management's strategic decisions[208]. - General and administrative expenses decreased to $2,106,588 for the nine months ended September 30, 2024, down from $7,896,445 in 2023, primarily due to reductions in commissions, labor, and travel costs[209]. Future Plans and Financing - The company plans to launch an Epic branded e-commerce platform and dedicated video production operations to enhance revenue streams[174]. - The company anticipates generating revenue from user-to-user transactions, which is expected to become a significant revenue source in the long term[178]. - The entertainment agency business is expected to assist influencers in monetizing their status, with anticipated revenue generation by the end of 2024[189]. - The cost of revenue is expected to increase proportionately with user base growth, primarily driven by service, hosting, and production costs[191]. - The company anticipates needing additional financing to support its operations and business model, with no current agreements in place for such financing[218]. - The company raised gross proceeds of $8,773,280 from its IPO in July 2023, with net proceeds of approximately $7.7 million after expenses[216]. Company Classification - The company will remain an emerging growth company until at least December 31, 2028, unless it meets certain revenue or market value thresholds[236]. - The company will cease to be an emerging growth company if total annual gross revenue exceeds $1.235 billion[236]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[238].

User Growth and Market Potential - FANTOO platform has exceeded 27 million users since its launch in May 2021, primarily driven by the popularity of K-Culture[112] - The global purchasing power of K-Culture was estimated at $124.3 billion in 2020, indicating significant market potential[116] - The company expects to continue growing its user base while maintaining a high percentage of Monthly Active Users (MAUs) due to the ongoing popularity of K-Culture[116] Financial Performance - Revenue for Q1 2024 was $185, a decrease of $38 or 17% compared to $223 in Q1 2023[126] - For the three months ended March 31, 2024, the company reported a net loss of $1,047,071, compared to a net loss of $2,823,259 for the same period in 2023, reflecting a 62.9% improvement in losses year-over-year[135] - Cash used in operating activities for the three months ended March 31, 2024, was $402,054, significantly lower than $3,958,869 used in the same period of 2023, indicating improved cash flow management[139] Cost Management - Marketing and advertising expenses for Q1 2024 were $3,500, down 99% from $289,973 in Q1 2023, due to restructuring efforts[131] - General and administrative expenses decreased by $1,350,789 or 55% in Q1 2024 compared to Q1 2023, attributed to reduced consulting and labor costs[133] - Research and development expenses were $0 in Q1 2024, down from $71,732 in Q1 2023, reflecting strategic management decisions[132] Income and Cash Flow - Other income for Q1 2024 was $50,930, an increase of $67,732 or 403% compared to a loss of $16,802 in Q1 2023, mainly due to interest income[134] - The company generated net cash provided by financing activities of $432,835 for the three months ended March 31, 2024, compared to $3,630,331 for the same period in 2023, showing a decrease of 88.1%[142] - The company experienced a significant decrease in cash used in investing activities, with a net cash provided of $5,288,926 for the three months ended March 31, 2024, compared to cash used of $653,290 in the same period of 2023, representing a 909.58% change[141] Future Plans and Capital Needs - The company anticipates generating steady revenue from FANTOO operations and other subsidiaries by 2024[116] - The company aims to diversify revenue streams through direct sales, user-to-user commissions, and marketing services[115] - The company plans to raise additional capital to fund future operations, although there are no current agreements regarding the timing or amount of such financing[137] Foreign Currency Risk - The company is exposed to foreign currency risk, particularly with fluctuations in the Korean Won (KRW) against the USD, which could impact its financial results[149] - A hypothetical 10% adverse change in average exchange rates would have resulted in a decline in total net revenues of $72,197 and a change in net loss of $744,726 for the year ended December 31, 2023[151] - The company generates the majority of its revenue from customers within Korea, which may lead to volatility in financial performance due to reliance on non-KRW priced products and services[149] Accounting and Reporting - Recent accounting standards updates, such as ASU 2023-09 and ASU 2023-07, will improve transparency in income tax disclosures and segment reporting, effective in 2025 and 2024 respectively[155][156] - The company is expected to report as an "emerging growth company," allowing it to take advantage of certain reporting exemptions for up to five years[161] - The company is currently evaluating the impacts of new accounting standards on its financial statements and disclosures[155] Legal and Credit Risks - The company assesses contingencies related to potential legal proceedings, which may result in material losses if deemed probable[160] - The company has significant credit risk exposure related to cash and cash equivalents placed with financial institutions, which are evaluated based on credit quality[153]