What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2023-12-14 compared with 2022-12-14 · 174 added, 263 removed, 422 unchanged (51% of the section changed)

17 unchanged sentences

Competitive pressure may also cause us to move in directions that may divert us from our mission, vision

If we cannot maintain our culture of innovation, our long-term business prospect could be materially and adversely affected.

If we cannot maintain our culture of innovation, our long-term business prospects could be materially and adversely affected.

are exposed to concentration risk of heavy reliance on our largest nano copper supplier for the supply of nano copper solution for our

INCU technology, and any shortage of, or delay in, the supply may significantly impact on

our business and results of operation.

We source INCU nano copper solution for incorporation of our INCU technology into our air purifier products for sale to our customers

INCU technology, and any shortage of, or delay in, the supply may significantly impact on our business and results of operation.

source INCU nano copper solution for incorporation of our INCU technology into our air purifier products for sale to our customers

from our largest nano copper supplier.

As such, we rely on the ability and efficiency of our largest supplier to supply products.

Our purchase from our largest nano copper supplier amounted to approximately $279,067 and $170,305 for FYE2022 and FYE 2021, respectively, representing approximately 63.24% and 29.07% of our total purchases,

respectively.

Our purchases from our top largest supplier accounted for a significant portion of our total purchases for FYE2022 and FYE2021.

we do not engage in manufacturing of INCU solution, our business, financial condition and operating results for our air purifier

system depends on the continuous supply of products from our largest suppliers and our continuous supplier-customer relationship with

Our heavy reliance on our largest supplier for the supply of INCU solution will have significant impact on our air purifier

business and results of operation in the event of any shortage of, or delay in the supply.

Our product supply may also be disrupted by

potential labor disputes, strike action or natural disasters or other accidents affecting our largest supplier.

Our purchase from our largest nano copper supplier amounted to approximately Nil and $315,627 for FYE2023 and FYE 2022,

respectively, representing approximately 37% and 30% of our total purchases, respectively.

Our purchases from our top largest

supplier accounted for a significant portion of our total purchases for FYE2022 and FYE2021.

we do not engage in manufacturing of nano copper solution, our business, financial condition and operating results for our air purifier

system depends on the continuous supply of nano copper solution from our largest supplier and our continuous supplier-customer relationship

Our heavy reliance on our largest supplier for the supply of nano copper solution will have significant impact on our air

purifier business and results of operation in the event of any shortage of, or delay in the supply.

Our product supply may also be disrupted

by potential labor disputes, strike action or natural disasters or other accidents affecting our largest supplier.

If our largest suppliers

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Any shortage of, disruption, or delay in the supply, or our inability to obtain supplies from

alternative sources will have significant impact on our business and results of operation.

entered into a long term original design manufacturer supply agreement (the “ODM Supply Agreement”) with our largest nano

copper solution supplier in September, 2020.

As is customary in the supply or sales arrangements, the agreements with our largest supplier

are terminable by either party by giving notice.

We cannot guarantee that our largest suppliers will not terminate the agreements before

the expiry of the agreements.

In the event that our largest suppliers terminate the agreements, we will have to source products from

other suppliers and we may not be able to secure a similar supply of products with quantity and quality required to support our business

Such termination may therefore have a material adverse impact on our business, financial condition and operating results if

we fail to engage any other suppliers with similar standards before the termination.

alternative sources will have a significant impact on our business and results of operation.

entered into distribution agreement with our nano copper solution supplier in September, 2020 and December 2021.

As is customary in the

supply or sales arrangements, the agreements with our largest supplier are terminable by either party by giving notice.

We cannot guarantee

that our largest suppliers will not terminate the agreements before the expiry of the agreements.

In the event that our largest suppliers

terminate the agreements, we will have to source products from other suppliers and we may not be able to secure a similar supply of products

with the quantity and quality required to support our business or at all.

Such termination may therefore have a material adverse impact

on our business, financial condition and operating results if we fail to engage any other suppliers with similar standards before the

is no assurance that our major nano copper supplier and supplier of raw materials for our other products will continue to supply their

products in the quantities and timeframes required by us to meet the demand of our customers or comply with their supply agreements with

If our major supplier do not supply products to us in a timely manner or in sufficient quantities, our business, financial condition

If our major supplier does not supply products to us in a timely manner or in sufficient quantities, our business, financial condition

and operating results may be materially and adversely affected.

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In the event that our largest supplier change their sales or marketing strategy or otherwise

appoint other dealers or distributors who may compete with us, our business, financial condition and operating results may be materially

appoints other dealers or distributors who may compete with us, our business, financial condition and operating results may be materially

and adversely affected.

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we sell our products, under our various product line brands, to domestic customers in Malaysia and to overseas customers.

our competitors initiate a lawsuit against us for infringing their trademarks, we may be forced to adopt a new brand name for our products.

As a result, we may incur additional marketing cost to raise awareness of such new brand name.

We may also be ordered to pay a significant

amount of damages, and our business, results of operations and financial condition could be materially and adversely affected.

in a competitive environment and our profitability and competitive position depend on our ability to accurately estimate the costs and

timing of providing our products and services.

may be unable to protect our intellectual property rights.

rely on intellectual property laws in Malaysia and other jurisdictions to protect our patents trademarks.

We are in the process of

registering patents in Malaysia, China, Thailand, Philippines, Vietnam, Taiwan, Japan

as well as Patent Cooperation Treaty and trademarks in Malaysia and China.

We cannot assure you that counterfeiting or imitation of our products will

not occur in the future or, if it does occur, that we will be able to address the problem in a timely and effective manner.

occurrence of counterfeiting or imitation of our products or other infringement of our intellectual property rights could negatively

affect our brand and our reputation, which in turn adversely affects the results of our operations.

to prosecute infringement of our intellectual property rights could be costly and lengthy and will divert our managerial and financial

We will have to bear costs of the intellectual property litigation and may be unable to recover such costs from our opposite

Protracted litigation could also result in our customers deferring or limiting their purchase or use of our products until such

litigation is resolved.

The occurrence of any of the foregoing will have a material adverse effect on our business, financial condition

and results of operations.

However, while

the management does not consider the likelihood to be high, if our competitors initiate a lawsuit against us for infringing their trademarks,

we may be forced to adopt a new brand name for our products.

As a result, we may incur additional marketing cost to raise awareness of

such new brand name.

We may also be ordered to pay a significant amount of damages, and our business, results of operations and financial

condition could be materially and adversely affected.

We operate in a competitive environment and our profitability and competitive position

depend on our ability to accurately estimate the costs and timing of providing our products and services.

change and regulations associated with climate change could adversely affect our business.

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As a result, increased public awareness and concern about climate change will likely continue to (1) generate

more international, regional and/or national requirements to curtail the use of high global warming potential refrigerants (which are

essential to many of our products);

(2) increase building energy efficiency;

and (3) cause a shift away from the use of fossil fuels

as an energy source.

While our products are focused to be eco-friendly, nonetheless, these requirements may render some of the existing

technology, particularly some of our products that require refrigerant use, non-compliant or obsolete.

While we continue to be committed

to developing eco-friendly sustainable solutions for our products, there can be no assurance that our development efforts will be successful,

that our products will be accepted by the market, that proposed regulations or deregulation will not have an adverse effect on our competitive

position, or that economic returns will reflect our investments in new product development.

more international, regional and/or national concerns and result in the implementation of further requirements and restrictions at international,

regional and/or national level to curtail the use of high global warming potential refrigerants (which are essential to many of our products);

(2) encourage increase in building energy efficiency;

and (3) cause a shift away from the use of fossil fuels as an energy source.

our products are focused on being eco-friendly, these requirements may render some of the existing technology, particularly some of our

products that require refrigerant use, non-compliant or obsolete.

While we continue to be committed to developing eco-friendly sustainable

solutions for our products, there can be no assurance that our development efforts will be successful, that our products will be accepted

by the market, that proposed regulations or deregulation will not have an adverse effect on our competitive position, or that economic

returns will reflect our investments in new product development.

inconsistent international, regional and/or national requirements associated with climate change regulations also create economic and

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repayments and other damages (in certain cases, treble damages), and experience reputational harm.

a global business, we are subject to complex laws and regulations in the U.S.

October 8, 2021, a filing (the “Filing”) was made with the Kuala Lumpur High Court by a reseller (the “Reseller”)

of the Company’s INCU ionic nano copper solution (the “Solution”) and the Reseller’s related party (together

with the Reseller, the “Plaintiffs”).

The Reseller was authorized by WKL Eco Earth as its sole distributor of the Solution

(the “WKL Distributor”) to resell the Solution together with a diffuser with a capacity of not more than 1000ml through a

tripartite agreement (the “Tripartite Agreement”) entered into between (a) the Reseller, (b) the WKL Distributor and (c)

a solution packaging company (the “Packaging Company”).

WKL Eco Earth was not a party to the Tripartite Agreement and did

not directly authorize or engage the Reseller in the resale of the Solution.

In the Filing, the Plaintiffs claimed against (i) WKL Eco

(iii) Chan Kok Wei, (iv) the Packaging Company and (v) two directors of the Packaging Company for loss and damages

arising from an alleged breach of contract, defamation and tort of inducement.

The Plaintiffs also alleged that pursuant to the Tripartite

Agreement, WKL Eco Earth was prohibited from selling the Solution to any party other than the WKL Distributor, and that the Tripartite

Agreement allowed for the resale of the Solution by the Plaintiffs without limitation, the Plaintiffs were not confined in their resale

of the Solution to a product consisting of a diffuser with a capacity of not more than 1000ml.

The Company believes the claims are without

merit and will defend itself against the claims.

a global business, we are subject to complex laws and regulations in Malaysia.

and other countries in which we operate.

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business depends on the continued contributions made by Low Wai Koon (“Dr.

Low”), as our founder, chief executive officer, and chairman of the board, the loss of who may result in a severe impediment to our business, results of operation

Low”), as our founder, chief executive officer,

chief operating officer and chairman of the board, the loss of who may result in a severe impediment to our business, results of operation

and financial condition.

success is dependent upon the continued contributions made by founder, chief executive officer, and chairman

success is dependent upon the continued contributions made by founder, chief executive officer, chief operating officer and chairman

of the board, Dr.

1 unchanged sentence

We have no “Key Man”

insurance to cover the resulting losses in the event that any of our officer or directors should die or resign.

In order to mitigate

this risk, the Group has continued to invest in its personnel training as well as investment into its research and development department.

insurance to cover the resulting losses in the event that Dr.

Low should die or resign.

In order to mitigate this risk, the Group has

continued to invest in its personnel training as well as investment into its research and development department.

Low cannot serve the Company or is no longer willing to do so, the Company may not be able to find alternatives in a timely manner

This would likely result in a severe damage to our business operations and would have an adverse material impact on our financial

This would likely result in severe damage to our business operations and would have an adverse material impact on our financial

position and operating results.

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results of operation and financial conditions may also be negatively impacted.

business, financial condition and results of operations have been and may continue to be adversely affected by COVID-19.

The global outbreak of COVID-19 has severely constrained

economic activity and, as a result, has caused a significant contraction in the global economy.

In response to this outbreak, governments

have taken preventive or protective actions, including imposing restrictions on business operations and travel.

Governments have also

implemented economic stabilization efforts and other measures to mitigate the economic effects of the outbreak;

however, the effectiveness

and continuation of those measures remains uncertain.

Specifically, in response to the COVID-19 pandemic and its spread, the Malaysian

government has implemented intermittent lockdowns in various stages such as (i) imposing full movement control orders (“MCO”),

under which, quarantines, travel restrictions, and the temporary closure of stores and facilities in Malaysia were made mandatory;

easing MCO to a Conditional Movement Control Order (“CMCO”) under which most business sectors were allowed to operate under

strict rules and Standard Operating Procedures mandated by the government of Malaysia;

and (iii) further easing CMCO to Recovery Movement

Control Order.

On January 12, 2021, due to a resurgence of COVID-19 cases, the Malaysian government declared a state of emergency nationwide

to combat COVID-19.

On February 16, 2021, the government announced that a National COVID-19 Immunization Plan will be implemented for

one year after February 2021, in which 80% of the Malaysian population will be vaccinated to achieve herd immunity.

On March 5, 2021,

lockdowns in most parts of the country were eased to a CMCO, however, COVID-19 cases in the country continued to rise.

On May 12, 2021,

the Malaysian government re-imposed a full lockdown order nationwide, until the earlier of when (i) daily COVID-19 infection cases in

the country fall below 4,000;

(ii) intensive care unit wards start operating at a moderate level;

or (iii) 10% of the Malaysian population

is fully vaccinated.

The total number of COVID-19 cases in the country surpassed three million on February 13, 2022, and the number of

daily cases hit a record high of 33,406 on March 5, 2022.

The COVID-19 pandemic

has had an adverse effect on our business, financial condition and results of operations.

Since we lease offices in Malaysia, Cambodia

and China for our business operations, the COVID-19 outbreak caused temporary office and factory closures from late March to May 2020,

resulting in lower work efficiency and productivity.

The nature and extent of the continuing impact of COVID-19 on our business, financial

condition and results of operations is uncertain and will depend on future developments, including the recent and pending approvals of

vaccines, the wide-spread distribution of vaccines and the effectiveness of such vaccines in preventing COVID-19, and the time it takes

to vaccinate global populations.

COVID-19 pandemic has created unique global and industry-wide challenges, including challenges to our business.

Nonetheless, further

prolonged closures and restrictions throughout the world or the rollback of reopening measures due to a resurgence of COVID-19 cases

and continued decreases in the general level of economic activity may again disrupt our operations and the operations of our suppliers,

distributors and customers.

a result of the foregoing, the pandemic and its impact have also affected and could continue to affect the ability of our customers to

pay for our products and services and to obtain financing for significant purchases and operations, which has resulted in, and could

further result in, a decrease and/or cancellation of orders and/or payment delays or defaults.

Such conditions may also adversely affect

our supply base and increase the potential for one or more of our suppliers to experience financial distress or bankruptcy, which could

impact our ability to fulfil orders on time or at the anticipated cost.

We also may be required to raise additional capital in the future

and our access to and cost of financing will depend on, among other things, global economic conditions, conditions in the global financing

markets, the availability of sufficient amounts of financing, our results of operations and our credit ratings.

There is no guarantee

that financing will be available in the future to fund our obligations, or that it will be available on terms consistent with our expectations.

Any of these factors could have a material adverse effect on our business, results of operations, cash flows and financial condition.

war between Russia and Ukraine could adversely affect our business, financial condition and results of operations.

February 24, 2022, Russian military forces launched a military action in Ukraine, and sustained conflict and disruption in the region

The length, impact, and outcome of this ongoing military conflict is highly unpredictable and could lead to significant market

and other disruptions, including significant volatility in commodity prices and supply of energy resources, instability in financial

markets, supply chain interruptions, political and social instability, trade disputes or trade barriers, changes in consumer or purchaser

preferences, as well as an increase in cyberattacks and espionage.

war has led to significant sanctions programs imposed by the U.S., the European Union, the UK, Canada, Switzerland, Japan, and other

countries against Russia, Belarus, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, and the so-called Luhansk

People’s Republic, including, among others:

blocking sanctions against some of the largest state-owned and private Russian financial institutions (and their subsequent removal from

the Society for Worldwide Interbank Financial Telecommunication payment system) and certain Russian businesses, some of which have significant

financial and trade ties to the European Union;

blocking sanctions against Russian and Belarusian individuals, including the Russian President, other politicians, and those with

government connections or involved in Russian military activities;

blocking of Russia’s foreign currency reserves as well as expansion of sectoral sanctions and export and trade restrictions,

limitations on investments and access to capital markets, and bans on various Russian imports;

enhanced export controls and trade sanctions targeting Russia’s imports of technological goods as a whole, including tighter

controls on exports and reexports of dual-use items, stricter licensing policy with respect to issuing export licenses, and/or

increased use of “end-use” controls to block or impose licensing requirements on exports, as well as higher import

tariffs and a prohibition on exporting luxury goods to Russia and Belarus.

retaliation against new international sanctions and as part of measures to stabilize and support the volatile Russian financial and currency

markets, the Russian authorities also imposed significant currency control measures aimed at restricting the outflow of foreign currency

and capital from Russia, imposed various restrictions on transacting with non-Russian parties, banned exports of various products, and

imposed other economic and financial restrictions.

The situation is rapidly evolving, and additional sanctions by Russia on the one hand,

and by the other countries on the other hand, could adversely affect the global economy, financial markets, energy supply and prices,

certain critical materials and metals, supply chains, and global logistics and could adversely affect our business, financial condition,

and results of operations.

business must be conducted in compliance with applicable economic and trade sanctions laws and regulations, including those administered

and enforced by the U.S.

Department of Treasury’s Office of Foreign Assets Control, the U.S.

Department of State, the U.S.

of Commerce, the United Nations Security Council, and other relevant governmental authorities.

If we are found to be in violation of

sanctions or export control laws, it could result in substantial fines and penalties for us and for individuals working for us.

We are actively monitoring the situation in Ukraine and Russia and assessing its impact on our business, including our business partners,

employees and customers.

To date, we have not experienced any material interruptions in our infrastructure, supplies, technology systems,

or networks needed to support our operations.

The conflict has caused us to modify our operations in Russia and could lead to additional

modifications in Russia.

We cannot predict the progress or outcome of the war or its impacts in the territories where we operate.

extent and duration of the military action, sanctions, other consequences, such as Russia imposing restrictions on transactions or banning

the export of energy products, including natural gas, and the resulting market disruptions could be significant and could potentially

have substantial impact on the global economy and our business for an unknown period of time.

Any such disruption may also magnify the

impact of other risks described in this section.

Related to Doing Business in Malaysia

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nullification of contract, changes in interest rates, imposition of capital controls and methods of taxation.

Negative developments

in Malaysia’s socio-political environment may adversely affect our business, financial condition, results of operations and prospects.

The Malaysian economy registered GDP growth of approximately 14.2% year on year growth for Q3 2022, according to the Department of Statistics

Although the overall Malaysian economic environment (in which we predominantly operate) appears to be positive, there can be

no assurance that this will continue to prevail in the future.

Economic growth is determined by countless factors, and it is extremely

difficult to predict with any level of absolute certainty.

On March 11, 2020, the World Health Organization or WHO declared the coronavirus

or COVID-19 a pandemic.

Governments have also implemented economic stabilization efforts and other measures to mitigate the economic

effects of the outbreak;

however, the effectiveness and continuation of those measures remains uncertain.

Specifically, in response to

the COVID-19 pandemic and its spread, the Malaysian government has implemented intermittent lockdowns in various stages such as (i) imposing

full movement control orders (“MCO”), under which, quarantines, travel restrictions, and the temporary closure of stores

and facilities in Malaysia were made mandatory;

(ii) easing MCO to a Conditional Movement Control Order (“CMCO”) under which

most business sectors were allowed to operate under strict rules and Standard Operating Procedures mandated by the government of Malaysia;

and (iii) further easing CMCO to Recovery Movement Control Order.

On January 12, 2021, due to a resurgence of COVID-19 cases, the Malaysian

government declared a state of emergency nationwide to combat COVID-19.

On February 16, 2021, the government announced that a National

COVID-19 Immunization Plan will be implemented for one year after February 2021, in which 80% of the Malaysian population will be vaccinated

to achieve herd immunity.

On March 5, 2021, lockdowns in most parts of the country were eased to a CMCO, however, COVID-19 cases in the

country continued to rise.

On May 12, 2021, the Malaysian government re-imposed a full lockdown order nationwide, until the earlier of

when (i) daily COVID-19 infection cases in the country fall below 4,000;

(ii) intensive care unit wards start operating at a moderate

or (iii) 10% of the Malaysian population is fully vaccinated.

The total number of COVID-19 cases in the country surpassed three

million on February 13, 2022, and the number of daily cases hit a record high of 33,406 on March 5, 2022.

As such, the extent to which

the coronavirus may continue to adversely impact the Malaysian economy is uncertain.

In the event that the Malaysia economy suffers,

demand for our products may diminish, which would in turn result in our profitability.

This could in turn result in a substantial need

for restructuring of our business objectives and could result in a partial or entire loss of an investment in our Company.

to Economy Outlook 2024 from Ministry of Finance Malaysia, global growth is projected to moderate in 2023 and 2024 following slow growth

in advanced economies;

volatile financial market due to tightening monetary policy;

prolonged geopolitical tensions;

and increasing climatic

Nevertheless, inflation continues to soften as markets head towards supply chain stabilisation.

In addition, world trade is

projected to moderate in 2023 in line with weaker global demand.

However, global trade is expected to increase in 2024 in tandem with

improved trade activity in advanced economies, and emerging market and developing economies (“EMDEs”).

In the case of Malaysia,

the economy continued to expand amid these persistent challenges in the external environment.

During the first half of 2023, GDP posted

a growth of 4.2% supported by resilient domestic demand, in particular private expenditure.

escalating uncertainties in the global landscape, Malaysia’s economy remains resilient.

The GDP is forecast to expand by approximately

4% in 2023 and between 4% and 5% in 2024.

The Government acknowledged the World Bank’s forecast that Malaysia’s growth will

be 4.3% in 2024, which is slightly higher than its initial estimate.

This is in line with Malaysia’s 2024 growth projection, which

will be achieved through robust domestic demand, effectively offsetting the challenges posed by the moderate global growth, supported

by the implementation of measures in the new National Energy Transition Roadmap (NETR), New Industrial Master Plan 2030 (NIMP 2030),

and the Mid-Term Review of the Twelfth Malaysia Plan (MTR of the Twelfth Plan).

March 11, 2020, the World Health Organization or WHO declared the corona virus or COVID-19 a pandemic.

To help counter the transmission

of COVID-19, from March 18, 2020 to April 26, 2022, the government of Malaysia initiated Movement Control Orders (“MCO”).

The MCO had resulted in quarantines, travel restrictions, and the temporary closure of stores and facilities in Malaysia.

Movement Control Orders were introduced where most business sectors were allowed to operate under strict rules and Standard Operating

Procedures mandated by the government of Malaysia, followed by Recovery Movement Control Orders.

At the height of the pandemic, on January

12, 2021, the Malaysian government even declared a state of emergency nationwide to combat COVID-19.

On April 1, 2022, the Malaysian

government announced the country had begun transitioning into the endemic phase with further easing of restrictions.

We are witnessing

the adverse impact on the purchasing power of consumers in Malaysia, where our products are mainly sold as a direct result of the prolonged

As such, the extent to which the coronavirus may continue to adversely impact the Malaysian economy is uncertain.

that the Malaysia economy suffers, demand for our products may diminish, which would in turn result in our profitability.

in turn result in a substantial need for restructuring of our business objectives and could result in a partial or entire loss of an

investment in our Company.

are subject to foreign exchange control policies in Malaysia.

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and results of operation.

market and political developments in the countries where we operate could have a material and adverse effect on our business.

with all organizations that seek to reduce business risks via geographical expansion, the economic, market and political conditions in

other countries, particularly emerging market conditions in Southeast Asia, could have an influence on our business.

Any widespread global

financial instability or a significant loss of investor confidence in emerging market economies may materially and adversely affect our

business, financial condition, results of operations, prospects or reputation.

of such external factors or conditions that are outside our control include, but are not limited to the following:

general economic, political and social conditions in Southeast Asian markets;

consumer spending patterns in our key markets;

currency and interest rate fluctuations;

international events and circumstances such as wars, terrorist attacks, natural disasters and political instability;

changes in legal regimes and governmental regulations, such as licensing and approvals, taxation, duties and tariffs, in key markets

example, the global financial markets experienced significant disruptions in 2008 and the United States, Europe and other economies went

into recession.

The recovery from the lows of 2008 and 2009 was uneven and the global economy has continued to face new challenges.

is considerable uncertainty over the long-term effects of the expansionary monetary and fiscal policies that have been adopted by the

central banks and financial authorities of some of the world’s leading economies, including the United States.

For example, in

2013, the Federal Reserve Bank in the United States announced the tapering of its bond-buying program which led to a high degree of volatility

in equity markets and substantial devaluations in the currencies of many emerging economies, including markets where we operate.

conditions in the countries where we operate might be sensitive to global economic conditions, as well as changes in domestic economic

and political policies and the expected or perceived overall economic growth rate in emerging markets.

Furthermore, the outbreak of coronavirus

disease 2019 was first reported in December 2019 in Wuhan, China.

As at November 30, 2021, the coronavirus continues to impact the global

of the economies in Asia, including Singapore, are experiencing substantial inflationary pressures which may prompt the governments to

take action to control the growth of the economy and inflation that could lead to a significant decrease in our profitability in the

many of the economies in Asia have experienced rapid growth over the last two decades, they currently are experiencing inflationary pressures.

As governments take steps to address the current inflationary pressures, there may be significant changes in the availability of bank

credit, interest rate increases, limitations on loans, or restrictions on currency conversions and foreign investment.

There also may

be imposition of price controls.

If prices for the products we source or if wages rise at a rate that is insufficient to compensate for

the rise in these costs, it may have an adverse effect on our profitability.

If these or other similar restrictions are imposed by a

government to influence the economy, it may lead to a slowing of economic growth.

Singapore’s core inflation rose to 5.3% on a

year-on-year (y-o-y) basis in September 2022, compared to 5.1% in August 2022.

The pickup in core inflation was on account of larger

increases in the prices of food, services and retail & other goods.

CPI (consumer price index)—All Items inflation was 7.5%

year-over-year in September 2022, unchanged from that in August.

https://www.mas.gov.sg/-/media/MAS/EPG/CPD/2022/Inflation202209.pdf)

this inflationary trend will result in higher operational costs, we believe that this also strengthens our value proposition by emphasizing

potential savings to customers through improved productivity and workflow efficiency derived from our technology solutions.

inflationary pressures, we will regularly review our pricing structure to ensure sustainable profitability.

Related to Intellectual Property

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be no assurance that a trading market will develop further or be maintained in the future.

market price of our ordinary share may be volatile.

market price of our ordinary share has been and will likely continue to be highly volatile, as is the stock market in general, and the

market for OTC Pink Sheet quoted stocks in particular.

Some of the factors that may materially affect the market price of our ordinary

share are beyond our control, such as changes in financial estimates by industry and securities analysts, conditions or trends in the

industry in which we operate or sales of our ordinary share.

These factors may materially adversely affect the market price of our ordinary

share, regardless of our performance.

In addition, the public stock markets have experienced extreme price and trading volume volatility.

This volatility has significantly affected the market prices of securities of many companies for reasons frequently unrelated to the

operating performance of the specific companies.

These broad market fluctuations may adversely affect the market price of our ordinary

in our shares price may subject us to securities litigation.

market for our shares may have, when compared to seasoned issuers, significant price volatility and we expect that our share price may

continue to be more volatile than that of a seasoned issuer for the indefinite future.

In the past, plaintiffs have often initiated securities

class action litigation against a company following periods of volatility in the market price of its securities.

We may, in the future,

be the target of similar litigation.

Securities litigation could result in substantial costs and liabilities and could divert management’s

attention and resources.

ordinary share may be considered a “penny stock” and may be difficult to sell.

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Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

“Boiler room” practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales

“Boiler room” practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons;

Excessive and undisclosed bid-ask differentials and mark-ups by selling broker-dealers;

Wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level,

along with the inevitable collapse of those prices with consequent investor losses.

Wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along

with the inevitable collapse of those prices with consequent investor losses.

Our management is aware of the abuses that have occurred historically in the penny stock market .

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We plan to retain any future earnings to finance

are a “smaller reporting company,” and we cannot be certain if the reduced disclosure requirements applicable to smaller

reporting companies will make our common stock less attractive to investors.

are currently a “smaller reporting company”, meaning that we are not an investment company, an asset- backed issuer, or a

majority-owned subsidiary of a parent company that is not a smaller reporting company and annual revenues of less than $50.0 million

during the most recently completed fiscal year.

In the event that we are still considered a “smaller reporting company,”

at such time as we cease being an “emerging growth company,” we will be required to provide additional disclosure in our

However, similar to an “emerging growth companies”, “smaller reporting companies” are able to provide

simplified executive compensation disclosures in their filings;

are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley

Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control

over financial reporting;

and have certain other decreased disclosure obligations in their SEC filings, including, among other things,

only being required to provide two years of audited financial statements in annual reports.

Decreased disclosures in our SEC filings

due to our status as a “smaller reporting company” may make it harder for investors to analyze our results of operations

and financial prospects.

disasters, epidemics or other unexpected events may disrupt our operations, adversely affect our results of operations, financial condition

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the availability and/or cost of materials needed for manufacturing.

We have only one factory and another assembly line that can manufacture a specific

product or product line.

As a result, damage to or the closure of that factory may disrupt or prevent us from manufacturing certain products.

We have only one factory and another assembly line that can manufacture

a specific product or product line.

As a result, damage to or the closure of that factory may disrupt or prevent us from manufacturing

certain products.

Existing insurance arrangements may not cover all of the costs or lost cash flows that may arise from such events.

The occurrence of

any of these events could also increase our insurance and other operating costs or harm our sales.

The occurrence of any of these events could also increase our insurance and other operating costs or harm our sales.

may be affected by global economic, capital market and political conditions, and conditions in the construction, transportation and infrastructure

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economic and political conditions affect our business in a number of ways.

At this point, the extent to which COVID-19 will continue

to impact the global economy remains uncertain, but pandemics or other significant public health events, or the perception that such

events may occur, could have a material adverse effect on our business, results of operations and financial condition.

Additionally,

the tightening of credit in the capital markets could adversely affect the ability of our customers, including individual end-customers

and businesses, to obtain financing for significant purchases and operations, which could result in a decrease in or cancellation of

orders for our products and services.

Similarly, tightening credit may adversely affect our supply base and increase the potential for

one or more of our suppliers to experience financial distress or bankruptcy.

Additionally, because we have a number of factories and

suppliers in foreign countries, the imposition of tariffs or sanctions or unusually restrictive border crossing rules could adversely

affect our supply chain, operations and overall business.

Additionally, the tightening of credit in the capital markets

could adversely affect the ability of our customers, including individual end-customers and businesses, to obtain financing for significant

purchases and operations, which could result in a decrease in or cancellation of orders for our products and services.

Similarly, tightening

credit may adversely affect our supply base and increase the potential for one or more of our suppliers to experience financial distress

or bankruptcy.

Additionally, because we have a number of factories and suppliers in foreign countries, the imposition of tariffs or sanctions

or unusually restrictive border crossing rules could adversely affect our supply chain, operations and overall business.

business and financial performance is also adversely affected by decreases in the general level of economic activity, such as decreases

6 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors