$BGM

BGM Group Ltd.

CIK:0001779578|SEC Filings

Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($)

12 Months Ended

Sep. 30, 2025

Sep. 30, 2024

Sep. 30, 2023

Consolidated Statements of Operations and Comprehensive Income (Loss)

NET REVENUE

$ 37,919,425

$ 25,097,951

$ 46,471,478

COST OF REVENUE

31,607,966

20,983,196

44,719,984

GROSS PROFIT

6,311,459

4,114,755

1,751,494

SELLING, GENERAL AND ADMINISTRATIVE

18,220,454

3,317,027

3,793,123

RESEARCH AND DEVELOPMENT EXPENSES

672,669

1,361,499

568,470

LOSS FROM OPERATIONS

(12,581,664)

(563,771)

(2,610,099)

Interest income (expense), net

83,127

(639,511)

99,190

Investment loss

(7,699,210)

(819,432)

(5,523,365)

Loss on disposal of long term investment

(101,354)

Share of results of associates

(427,702)

(204,648)

Grant income

132,262

206,415

192,375

Other Income (expenses)

554,963

(14,841)

(61,005)

Total other expense

(7,356,560)

(1,573,371)

(5,292,805)

LOSS BEFORE INCOME TAX PROVISION

(19,938,224)

(2,137,142)

(7,902,904)

INCOME TAX EXPENSE/(BENEFIT)

277,790

(619,981)

219,166

NET LOSS

(20,216,014)

(1,517,161)

(8,122,070)

Less: net loss attributable to non-controlling interest

(274,772)

(74,331)

(341,450)

NET LOSS ATTRIBUTABLE TO BGM Group Ltd.

(19,941,242)

(1,442,830)

(7,780,620)

OTHER COMPREHENSIVE LOSS

Foreign currency translation adjustment

3,801,980

1,259,109

(730,903)

COMPREHENSIVE LOSS

(16,414,034)

(258,052)

(8,852,973)

Less: comprehensive loss attributable to non - controlling interests

(330,129)

(210,181)

(381,357)

COMPREHENSIVE LOSS ATTRIBUTABLE TO BGM Group Ltd.

$ (16,083,905)

$ (47,871)

$ (8,471,616)

Earnings (loss) per common share - basic (in dollar per share)

$ (0.18)

$ (0.2)

$ (1.08)

^[1]

Earnings (loss) per common share - diluted (in dollar per share)

$ (0.18)

$ (0.2)

$ (1.08)

^[1]

Weighted average shares - basic (in shares)

113,261,317

7,226,480

^[1]

Weighted average shares - diluted (in shares)

113,261,317

7,226,480

^[1]

[1]	The shares and per share data are presented on a retroactive basis to reflect the Company’s Share Consolidation.

Consolidated Statements of Cash flows - USD ($)	12 Months Ended
Consolidated Statements of Cash flows - USD ($)	Sep. 30, 2025	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities:
Net loss	$ (20,216,014)	$ (1,517,161)	$ (8,122,070)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Non-cash operating lease expenses	60,740	60,785	25,982
Depreciation and amortization	1,463,190	1,237,229	1,143,064
Stock based compensation	10,228,768
Credit loss for accounts receivable	94,125	127,568	37,885
Provision (reverse) for other receivables	238,286	(55,382)
Allowance for ATV	139
Impairment of property and equipment	194,876
Inventories provision (reserve)	452,435	(813,619)	388,253
Deferred tax expense (benefit)	170,828	(406,845)	203,544
Unrealized loss from investment in securities	7,699,210	819,432	5,527,381
Investment (income)			(4,016)
Share of results of associates	427,702	204,648
Loss on disposal of Long term investment		101,354
Property and equipment written off	1,033	526
Changes in operating assets and liabilities:
Accounts receivable	(3,350,872)	378,389	(1,223,035)
Insurance premium payables	1,318,215
Bank acceptance notes receivable	376,030	949,455	(1,665,594)
Inventories	(1,845,348)	958,655	3,403,831
Prepayment to suppliers	(2,692,462)	(65,476)	492,858
Other current assets	12,570,946	(1,506,472)	1,414,305
Accounts payable	(1,834,063)	378,976	(1,618,317)
Contract liabilities	2,673,043	(571,880)	502,535
Deferred government grants	109,136	(96,364)	(126,198)
Taxes payable	577,516	101,845	(612,274)
Accrued expenses and other payables	(11,033,416)	359,167	539,782
Lease liabilities	(56,480)	(100,592)	4,293
Net cash (used in) provided by operating activities	(2,372,437)	544,238	312,209
Cash flows from investing activities:
Purchase of property and equipment	(1,566,653)	(240,133)	(179,759)
Payment for construction in progress	(498,869)	(2,613,123)	(1,668,924)
Purchase of intangible assets	(121,382)	(1,078,215)	(1,865,406)
Cash received from disposal of Long term investment		463,629
Cash received from acquisition	2,394,514
Dividend received		56,198
Payment for short term investment	(370,518)		(1,000,000)
Proceeds from short term investment		1,000,000
Payments on long term investment		(1,404,938)
Redemption from marketable securities		4,800,000
Purchase of non controlling interest			(28,356)
Net cash (used in) provided by investing activities	(162,908)	983,418	(4,742,445)
Cash flows from financing activities:
Proceeds from bank loans	2,168,453		496,222
Repayment of bank loans	(562,944)	(491,728)	(141,778)
Proceeds from (Repayment of) bank notes payable	1,013,412		(1,544,722)
Non controlling interest contribution			56,711
Dividend paid			(1,787,517)
Net cash provided by (used in) financing activities	2,618,921	(491,728)	(2,921,084)
Effect of exchange rate change on Cash, cash equivalents and restricted cash	(80,390)	1,305,079	(151,446)
Net increase (decrease) in Cash, cash equivalents and restricted cash	3,186	2,341,007	(7,502,766)
Cash, cash equivalents and restricted cash at beginning of year	9,817,254	7,476,247	14,979,013
Cash, cash equivalents and restricted cash at end of year	9,820,440	9,817,254	7,476,247
Supplemental cash flow information
Cash paid for interest	35,331	4,262	3,656
Cash paid for income taxes	71,277	21,910	$ 27,440
Supplemental non-cash activities
Unpaid RMB 15,000,000$2,107,407) of 25% euqity investment (total considerarion of RMB 25,000,000) to Caihou Capital (Shenzhen) Group		2,107,407
Additional paid-in capital due to adjustments in previous years		$ 49,315
Goodwill arising from the acquisition of the company by issuing shares 69,995,661 Class A ordinary shares per share of US$2.0	350,849,431
Right of Use Assets obtained in exchange for operating lease obligations	$ 374,564

Consolidated Balance Sheets - USD ($)	Sep. 30, 2025	Sep. 30, 2024
CURRENT ASSETS:
Cash and cash equivalent	$ 9,819,570	$ 9,817,254
Restricted Cash	870
Accounts receivable, net	4,253,629	1,543,160
Bank acceptance notes receivable	2,911,999	3,337,137
Inventories, net	20,103,215	5,049,688
Prepayment to suppliers, net	3,578,467	803,924
Investment in trading securities	994,895	8,323,587
Other current assets	9,883,888	894,460
TOTAL CURRENT ASSETS	51,546,533	29,769,210
Property and equipment, net	10,724,358	8,610,279
Construction in progress	4,031,448	5,640,063
Intangible assets, net	4,487,581	4,539,347
Goodwill	350,849,431
Long term investment	11,495,293	3,359,786
Operating lease right of use assets	315,959
Deferred tax assets	246,404	424,474
Prepayments for property and equipment		660,569
Other long term assets	117,478
TOTAL ASSETS	433,814,485	53,003,728
CURRENT LIABILITIES:
Bank loans	1,618,465
Insurance premium payables	1,328,853
Accounts payable	6,555,588	4,125,597
Contract liabilities	3,142,515	489,784
Deferred government grants-current	80,032	78,718
Taxes payable	907,264	315,328
Operating lease liabilities, current	240,943
Due to related party	$ 340,623	$ 2,851,526
Other Liability, Current, Related Party [Extensible Enumeration]	Related party	Related party
Accrued expenses and other payables	$ 27,383,244	$ 915,032
TOTAL CURRENT LIABILITIES	41,597,527	8,775,985
LONG TERM LIABILITIES
Operating lease liabilities, noncurrent	79,311
Deferred government grants - noncurrent	240,154	134,394
TOTAL LIABILITIES	41,916,992	8,910,379
Commitments and contingencies
SHAREHOLDERS' EQUITY:
Ordinary Shares, $0.00833335 par value, 5,030,000,000 and 100,000,000 shares authorized, 200,623,358 and 7,226,480 Ordinary Shares, consisting of 180,623,358 and 7,226,480 Class A ordinary shares, par value US$0.00833335 per share, and 20,000,000 Class B ordinary shares, par value US$0.00833335 per share, as of September 30, 2025 and 2024 respectively	1,671,227	59,583
Additional paid-in capital	399,017,465	36,410,931
Statutory Reserve	3,451,261	3,266,081
Accumulated (deficit) earnings	(15,777,045)	4,349,377
Accumulated other comprehensive profit (loss)	2,515,209	(1,342,128)
Total shareholders' equity attributable to BGM Group Ltd.	390,878,117	42,743,844
Noncontrolling interests	1,019,376	1,349,505
TOTAL SHAREHOLDERS' EQUITY	391,897,493	44,093,349
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	433,814,485	53,003,728
Nonrelated party
CURRENT LIABILITIES:
Contract liabilities	1,020,067	$ 489,784
Related party
CURRENT LIABILITIES:
Contract liabilities	$ 2,122,448