Item 1.01 Entry Into a Material Definitive Agreement

See the information set forth in Item 1.02, which is incorporated by reference herein.

Item 1.02 Termination of a Material Definitive Agreement.

On September 30, 2021, Fuse Group Holding Inc. (the "Company") and Fuse Biotech, Inc., a wholly owned subsidiary of the Company (the "Buyer") entered into a Termination Agreement (the "Termination Agreement") with E-Mo Biotech Holding Inc., a company incorporated under the laws of Nevada (the "E-Mo"), Qiyi Xie, a resident of California ("Xie"), Quan Qinghua, a citizen and resident of China ("Quan"), Jing Li, a citizen and resident of China ("Li") and HWG Capital Sdn Bhd, a company incorporated under laws of Malaysia ("HWG" and hereinafter collectively with Xie, Quan and Li, the "Sellers"), effective on September 30, 2021.

Pursuant to the Termination Agreement, the parties agreed to terminate the Share Exchange Agreement, which was originally entered into by and among the Company, the Buyer, the Sellers and E-Mo on March 11, 2021 (the "Share Exchange Agreement"). The Company and Buyer originally entered into the Share Exchange Agreement to acquire all the issued and outstanding shares of E-Mo from the Sellers in exchange for 100,000,000 shares of common stock of the Company (the "Share Exchange Transaction"), as disclosed in the Form 8-K filed by the Company on March 17, 2021 and amended on October 1, 2021. Pursuant to the Share Exchange Agreement, the closing of the Share Exchange Transaction (the "Closing") shall take place at such time and date as the parties shall agree in writing after the Share Exchange Agreement has been executed by the parties and all closing conditions have been fulfilled or waived. The Share Exchange Agreement may be terminated and the transactions contemplated thereof may be abandoned at any time before the Closing by written notice of the Seller who holds majority equity interest of E-Mo or the Buyer to the other parties. The Share Exchange Transaction has not been closed as the closing conditions have not been fully fulfilled or waived. Pursuant to the Termination Agreement, the parties agreed to terminate the Share Exchange Agreement and waive all rights to notice of termination as may be otherwise provided under the Share Exchange Agreement or applicable laws.

The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Termination Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

During the preparation of responses to comments from the staff of the Securities and Exchange Commission ("SEC"), Division of Corporate Finance, Fuse Group Holding Inc. (the "Company"), on management's recommendation and after discussion with Prager Metis CPAs, LLP ("Prager Metis"), the Company's independent registered public accounting firm, concluded on September 30, 2021 that the financial statements for each of the three months ended June 30, 2021 and March 31, 2021, as presented in our Quarterly Reports on Form 10-Q, should no longer be relied upon due to the accounting issue set forth below.

The accounting issue relates to the reclassification of 14,285,715 shares issued as prepayment for acquisition of mining rights for $1,000,000 to a deduction from stockholder's equity in accordance with SAB Topic 4:E.

Accordingly, the Company will restate its financial statements for each of the three month periods ended June 30, 2021 and March 31, 2021, by disclosing the effect of these errors in an amended Form 10-Q for each of the three months ended June 30, 2021 and March 31, 2021, respectively.

The Company's Board of Directors and executive officers have discussed the above matters with Prager Metis.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits



10.1          Termination Agreement by and Among Fuse Group Holding Inc., Fuse
            Biotech, Inc., E-Mo Biotech Holding Inc., Qiyi Xie, Quan Qinghua,
            Jing Li and HWG Capital Sdn Bhd dated on September 30, 2021.
104         Cover Page Interactive Data File (formatted as Inline XBRL)

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