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TOP

TOP Financial Group Ltd
LAST CLOSE… Security & Commodity Brokers, Dealers, Exchanges & Services SHARES +0.1% · 12M
46
ELEVATED
RISK INDEX
RED FLAGS 44 YEARS-LONG PATTERN 2 = 46/100. WHY THIS NUMBER, PIECE BY PIECE.

THE READ 13 red-flag mentions across this year's filings, led by delisting / exchange risk, and 49 since 2001, so this is a long-running pattern; share count roughly stable.

FLAGS DILUTION CASH WHAT CHANGED VERDICT INSIDERS OUTSIDE RECORDS
01

Red Flags

2025-10-13 → 2026-10-13

We read every document this company filed with the SEC this year and counted the classic danger phrases. Where wording can be misleading, we open the actual documents and separate real warnings from accounting boilerplate. Each hit links to the exact document.

Dilution (at the market offering) 2 REAL WARNINGS · 2 matching docS this year · 24 ALL TIME

An ATM lets the company print and sell new shares into the market any day it wants. Every print dilutes your slice.

EVIDENCE: [1] 424B5 FILED 2026-06-23 · [2] 10-K FILED 2026-07-07

Reverse stock split AT LEAST 1 REAL WARNING · 8 matching docS this year · 9 ALL TIME

A reverse split shrinks the share count to lift the price above $1. Repeat reverse splits are the classic death-spiral signature.

EVIDENCE: [1] 6-K FILED 2026-05-12 · [2] 6-K FILED 2026-05-04 · [3] 6-K FILED 2026-05-12 · [4] 6-K FILED 2026-05-04 · [5] 8-K FILED 2026-07-20

Going concern doubt CLEAN

Auditors flagged substantial doubt the company survives the next 12 months without new money.

Delisting / exchange risk 10 REAL WARNINGS · 3 matching docS this year · 16 ALL TIME

The exchange has threatened to kick the stock off. Delisting pressure usually ends in a reverse split or a fire-sale raise.

EVIDENCE: [1] F-1 FILED 2026-10-01 · [2] 10-K FILED 2026-07-07 · [3] 424B5 FILED 2026-06-23

SOURCE: FULL-TEXT SEARCH OF THE COMPANY'S OFFICIAL SEC FILINGS. "REAL WARNINGS" = WE OPENED THE LINKED DOCUMENTS AND FILTERED PHRASES WRAPPED IN NEGATIONS, RESOLUTION LANGUAGE OR STANDARD CONTRACT TERMS. "AT LEAST" = MORE DOCUMENTS CARRY THE PHRASE THIS YEAR THAN WE COULD OPEN AND READ.

02

The Printing Press

How many shares exist, over time, exactly as the company reported in its own filings. In microcaps, a rising share count is how holders pay for everything: salaries, debts, and bad deals. Sudden collapses in the line are reverse splits, marked below.

30,000,000 shares · 2022-03-31 37,044,475 shares · 2025-03-31 LAST 12M: +0.1% AVG/YEAR SINCE 2022: +7.3%

SOURCE: THE COMPANY'S OWN REPORTED SHARE COUNTS ACROSS 4 FILINGS, STRAIGHT FROM SEC RECORDS

CHECKING OFFICIAL SPLIT RECORDS…

What this means for YOUR shares

Type how many shares you hold. The math is plain division on the company's own reported counts.

03

Cash Countdown

Cash in the bank against how fast the company burns it. When this hits zero, the next stop is usually a desperate raise at bad terms, and existing holders pay through dilution.

$10.41M
CASH ON HAND
latest reported quarter
-19.9%
CASH CHANGE QoQ
latest two reported quarters
2023·32023·92024·32024·92025·32025·92026·32026·6
CASH OVER TIME, LAST 8 REPORTED QUARTERS $15.97M → $10.41M TREND: -34.8%

RUNWAY = CASH ON HAND ÷ MONTHLY CASH BURN. SIMPLE ARITHMETIC ON THE COMPANY'S OWN REPORTED NUMBERS, NOT A PROJECTION.

04

What the Newest Filing Changed

The latest filings, translated into holder impact. Every number cites its form, date and SEC link.

Shares outstanding +0.1%

Shares outstanding rose 37.02M to 37.04M (+0.1%) between 20-F 2024-03-31 and 20-F 2025-03-31.

NOW: 37,044,475 as of 2025-03-31 (20-F, filed 2025-08-13)

WAS: 37,015,807 as of 2024-03-31 (20-F, filed 2024-07-30)

Cash and equivalents -19.9%

Cash and equivalents fell $12.99M to $10.41M (-$2.58M, -19.9%) between 10-Q 2026-03-31 and 10-Q 2026-06-30.

NOW: $10.41M as of 2026-06-30 (10-Q, filed 2026-08-17)

WAS: $12.99M as of 2026-03-31 (10-Q, filed 2026-08-17)

Total assets +84.1%

Total assets rose to $158.41M (from $86.06M, +84.1%) between 10-Q 2026-03-31 and 10-Q 2026-06-30.

NOW: $158.41M as of 2026-06-30 (10-Q, filed 2026-08-17)

WAS: $86.06M as of 2026-03-31 (10-Q, filed 2026-08-17)

Total liabilities +134.3%

Total liabilities rose to $121.41M (from $51.81M, +134.3%) between 10-Q 2026-03-31 and 10-Q 2026-06-30.

NOW: $121.41M as of 2026-06-30 (10-Q, filed 2026-08-17)

WAS: $51.81M as of 2026-03-31 (10-Q, filed 2026-08-17)

Revenue -19.3%

Revenue fell $1.33M to $1.08M (-19.3%) between the period ended 2025-06-30 and the period ended 2026-06-30 (10-Q).

NOW: $1.08M as of 2026-06-30 (10-Q, filed 2026-08-17)

WAS: $1.33M as of 2025-06-30 (10-Q, filed 2026-08-17)

Cash burn / runway

Operating cash flow was positive ($6.03M) over the period ended 2026-06-30; no cash deficit to burn.

NOW: $6.03M as of 2026-06-30 (10-Q, filed 2026-08-17)

!

Critical 8-K Ledger

OFFICIAL NOTICES · 24 MO

When something material happens, the company itself must announce it in an 8-K under the SEC's numbered item system. These are those announcements, newest first: bankruptcy papers, exchange delisting warnings, auditor changes, financials pulled back. Read straight from the SEC filing index, no interpretation layer.

2026-10-09 ITEM 5.02 · OFFICER / DIRECTOR EXIT FILING ↗
2026-09-29 ITEM 5.02 · OFFICER / DIRECTOR EXIT FILING ↗
2026-09-21 ITEM 5.02 · OFFICER / DIRECTOR EXIT FILING ↗
2026-07-31 ITEM 3.03 · HOLDER RIGHTS MODIFIED FILING ↗
2026-07-20 ITEM 3.02 · UNREGISTERED SHARE SALE FILING ↗
2026-07-13 ITEM 3.02 · UNREGISTERED SHARE SALE FILING ↗

SOURCE: THE ITEM NUMBERS THE COMPANY ITSELF PUT ON EACH 8-K IN THE SEC'S FILING INDEX. HOVER A STAMP FOR WHAT THAT ITEM MEANS FOR YOUR SHARES. OFFICIAL NOTICES INSIDE THE LAST 12 MONTHS ALSO FEED THE RISK INDEX ABOVE (CAPPED AT 15 POINTS).

2025·62026·6
QUARTERLY REVENUE, LAST 2 QUARTERS $1.33M → $1.08M TREND: -19.3%

EACH BAR IS ONE REPORTED QUARTER. GREEN = MOST RECENT QUARTER GREW VS THE ONE BEFORE.

!

Breaking Filing

8-K · 2026-10-09

An 8-K is the "something happened right now" filing. Here is what this one says, in the company's own words.

Item 5.02

Appointment of Dean Huge as Independent Director On October 8, 2026, the Board of Directors (the “Board”) of TOP Financial Group Limited (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, increased the size of the Board from five to seven directors and appointed Mr. Dean Huge as an independent director of the Company, effective October 8, 2026. Mr. Huge was also appointed as a member of each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee of the Board. Mr. Huge, age 70, has over 35...

READ THE ORIGINAL FILING

05

The Verdict

SELL · HIGH CONFIDENCE

A rules-based reading of the cited filing facts: a range with reasons, never a prediction.

SELL
SCREENING VERDICT
HIGH confidence
$0.4994-$0.4994
FAIR VALUE BRACKET
trailing revenue of $0.1275/share at 1.0-3.0x
$15.14
LAST CLOSE
non-realtime

HOW THE BRACKET IS BUILT: TRAILING REVENUE OF $0.1275/SHARE AT 1.0-3.0X · BOOK EQUITY OF $0.9988/SHARE AS A SUPPORT LEVEL · CASH FLOOR: $0.2809/SHARE IN A WIND-DOWN.

BASIS FOR

+1

Share count is stable-ish (+0.1% change between the last two reported quarters).

+2

Fair-value range anchored to cited facts: $0.4994 to $0.4994 per share.

AGAINST

−1

The filings do not report usable cash and operating-burn figures, so runway could not be computed for this verdict.

−2

Revenue fell 19.3% period over period.

METHOD: DETERMINISTIC RULES OVER CITED SEC FILING FACTS: SHARE-COUNT CHANGE BETWEEN THE LAST TWO REPORTED QUARTERS (DILUTION), CASH-TO-BURN RUNWAY FROM THE MOST RECENT OPERATING CASH FLOW, PERIOD-OVER-PERIOD REVENUE GROWTH, AND A FAIR-VALUE RANGE ANCHORED TO CASH PER SHARE VS PRICE. THRESHOLDS ARE TUNABLE IN APP/VERDICT_ENGINE.PY. NOT A PREDICTION.

06

Insider Paper Trail

Every time an officer, director or big owner trades shares, the law makes them file a Form 4 within two business days. We read the actual filings: who traded, what kind of trade, how big, at what price.

PARSING FORM 4 FILINGS
who bought, who sold, at what price: straight from the SEC's own XML
07

Filing Timeline

The company's most recent SEC paperwork, newest first.

8-K 2026-10-09 0001213900-26-108497
EFFECT 2026-10-08 9999999995-26-003193
424B3 2026-10-08 0001213900-26-108043
F-1 2026-10-01 0001213900-26-105817
8-K 2026-09-29 0001213900-26-104318
8-K 2026-09-21 0001213900-26-101845

SOURCE: THE COMPANY'S SEC FILING INDEX

08

Outside the Filings

Public records that most investors never check, cross-checked against what the company claims. This is where shells slip up.

compsciresources.com
WEB ADDRESS ON RECORD
registered 1997-11-05 · via Amazon Registrar, Inc.
28.9 YRS OLD
DOMAIN AGE
old and consistent with an operating company: a good sign
2
OFFICIAL OFFERING DOCS · 12M
last one 2026-10-08: shares were actually sold to the market
1
SHELF REGISTRATIONS · 12M
paperwork filed to allow future share sales: future dilution waiting
0
BIG-OWNER TAKEOVER FILINGS · 12M
no outside investor has crossed the 5% disclosure line this year
PUBLIC FLOAT
shares actually tradable, vs held by insiders and big owners
SOLD SHORT
FINRA short interest: how many shares are bets against this company, and how many days of trading it would take to cover
CLEAR
US SANCTIONS SCREEN
company name checked against the official US sanctions list (19334 entries)
LEGAL IDENTITY (LEI)
every company that trades securities must carry a global legal identifier: status, parent chain and subsidiaries from the official registry
INSTITUTIONAL HOLDERS · 13F
quarterly institutional holdings filings scanned for this exact company name: which funds still report holding shares, from their own filings
SITE HISTORY
how long the company's website has been around, per the public web archive
CERT RECORD
public certificate logs date the company's web infrastructure: old and boring is good, brand-new is a tell
REGISTRANT HISTORY
old snapshots of public WHOIS pages: has the registered owner of this address changed hands
HOSTING + MAIL RECORDS
public DNS records: where the address is pointed and whether it can even receive mail

SOURCES: PUBLIC DOMAIN REGISTRATION RECORDS (FOUND IN THE COMPANY'S OWN FILING SIGNATURES) · THE COMPANY'S SEC FILING INDEX · OFFICIAL US SANCTIONS LIST · QUARTERLY 13F FILINGS VIA EDGAR FULL-TEXT SEARCH · LEGAL-IDENTITY, SITE-HISTORY, CERTIFICATE, REGISTRANT-HISTORY AND DNS SLOTS STREAM IN FROM FREE PUBLIC REGISTRIES WITHOUT BLOCKING THIS PAGE.

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09

Company Record

Legal nameTOP Financial Group Ltd
Fiscal year end0331
HQ4201 MAIN STREET, SUITE 200, HOUSTON, TX
Last periodic report2026-08-17 (10-Q, 57d ago)
Shares outstanding37,044,475 as of 2025-03-31 (20-F)

SOURCE: THE COMPANY'S SEC FILING INDEX

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