What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2022-03-29 compared with 2021-03-29 · 771 added, 356 removed, 61 unchanged (95% of the section changed)

should carefully consider the risks described below and elsewhere in this Annual Report, which could materially and adversely

affect our business, results of operations or financial condition.

Our business faces significant risks and the risks described

below may not be the only risks we face.

Additional risks not presently known to us or that we currently believe are immaterial

may materially affect our business, results of operations, or financial condition.

If any of these risks occur, the trading price

of our Common Stock could be decline and you may lose all or part of your investment.

pandemic might have a material adverse effect on our business, financial condition, results of operations, and liquidity.

December 2019, a novel strain of coronavirus was reported to have surfaced, which has and is continuing to spread throughout the

world, including the United States.

On January 30, 2020, the World Health Organization declared the outbreak of the COVID-19 disease

a “Public Health Emergency of International Concern.”

On January 31, 2020, U.S.

Health and Human Services Secretary

Azar II declared a public health emergency for the United States to aid the U.S.

healthcare community in responding to

COVID-19, and on March 11, 2020, the World Health Organization characterized the outbreak as a “pandemic.”

outbreak has resulted in, and a significant outbreak of other infectious diseases could result in, a widespread health crisis

that could materially and adversely affect the economies and financial markets worldwide, and the operations and financial position

of any potential target business with which we consummate a business combination could be materially and adversely affected.

we may be unable to complete a business combination if continued concerns relating to COVID-19 restrict travel, limit the ability

to have meetings with potential investors, if the target company’s personnel, vendors and service providers are unavailable

to negotiate and consummate a transaction in a timely manner, or if COVID-19 causes a prolonged economic downturn.

to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain

and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain

COVID-19 or treat its impact, among others.

If the disruptions posed by COVID-19 or other matters of global concern continue for

an extensive period of time, our ability to consummate a business combination, or the operations of a target business with which

we ultimately consummate a business combination, may be materially adversely affected.

addition, our ability to consummate a business combination may be dependent on the ability to raise equity and debt financing

which may be impacted by COVID-19 and other events, including as a result of increased market volatility, decreased market liquidity

and third-party financing being unavailable on terms acceptable to us or at all.

could negatively affect our internal controls over financial reporting as a portion of our workforce is required to work from

home and therefore new processes, procedures, and controls could be required to respond to changes in our business environment.

Further, should any key employees become ill from COVID-19 and unable to work, the attention of the management team and resources

could be diverted.

potential effects of COVID-19 could also heighten the risks we face related to each of the risk factors disclosed below.

and its impacts are unprecedented and continuously evolving, the potential impacts to these risk factors remain uncertain.

a result, COVID-19 may also materially adversely affect our operating and financial results in a manner that is not currently

known to us or that we do not currently consider may present significant risks to our operations.

should carefully consider the risks described below and elsewhere in this Annual Report, which could materially and adversely affect

our business, results of operations or financial condition.

Our business faces significant risks and the risks described below may not

be the only risks we face.

Additional risks not presently known to us or that we currently believe are immaterial may materially affect

our business, results of operations, or financial condition.

If any of these risks occur, the trading price of our Common Stock could

be decline and you may lose all or part of your investment.

business, financial condition and results of operations may be materially adversely affected by global health epidemics, including the

recent COVID-19 outbreak.

of epidemic, pandemic, or contagious diseases such as COVID-19, could have an adverse effect on our business, financial condition, and

results of operations.

The spread of COVID-19 from China to other countries has resulted in the World Health Organization declaring the

outbreak of COVID-19 as a global pandemic.

The international stock markets reflect the uncertainty associated with the slow-down in the

global economy and the reduced levels of international travel experienced since the beginning of January 2020, large declines in oil

prices and the significant decline in the Dow Industrial Average at the end of February and beginning of March 2020 was largely attributed

to the effects of COVID-19.

specifically our business was affected to a large extent by a shut-down of operations both for ourselves and our clients for much of

the first half of 2020.

Total revenue for fiscal year 2020 was $2,254,811 compared to $2,949,780 for fiscal year 2021.

The increase year

o ver year is largely attributable to the growth in the provision of business services, which mainly comprise business consulting

and advisory services as well as company secretarial, accounting and financial analysis services.

When nation-wide shutdowns were mandated

the first half of 2020, there was a corresponding decline in demand for our business services.

When business gradually resumed beginning

the latter half 2020, we saw a corresponding increase in orders of our business services.

full extent of the financial impact of the COVID-19 pandemic cannot be reasonably estimated at this time and the pandemic is still ongoing.

The extent to which the COVID-19 impacts our results will depend on future developments, which are highly uncertain and cannot be predicted,

including new information which may emerge concerning the severity of the coronavirus and its variants and the actions taken globally

to contain the coronavirus or treat its impact, the efficacy of vaccines on COVID-19 and its variants, among others.

Existing insurance

coverage may not provide protection for all costs that may arise from all such possible events.

Additionally,

the COVID-19 pandemic may also affect our overall ability to react timely to mitigate the impact of this event and may hamper our efforts

to contact our service providers and advisors and to provide our investors with timely information and comply with our filing obligations

with the SEC, especially in the event of office closures, stay-in-place orders and a ban on travel or quarantines.

We are still assessing

our business operations and the impact COVID-19 may have on our results and financial condition, but there can be no assurance that this

analysis will enable us to avoid part or all of any impact from the spread of COVID-019 or its consequences, including downturns in business

sentiment generally or in our sector in particular.

Related to our Business

have a limited operating history that you can use to evaluate us, and the likelihood of our success must be considered in light

of the problems, expenses, difficulties, complications and delays frequently encountered by a small developing company.

have a limited operating history that you can use to evaluate us, and the likelihood of our success must be considered in light of the

problems, expenses, difficulties, complications and delays frequently encountered by a small developing company.

were incorporated in Nevada in July 2013.

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respectively, in revenues and incurred net losses of $14,363,232 and $3,752,953, respectively.

The likelihood of our success

must be considered in the light of the problems, expenses, difficulties, complications and delays frequently encountered by a

small company starting a new business enterprise and the highly competitive environment in which we are operating.

We have a limited

operating history upon which an evaluation of our future success or failure can be made.

Our ability to achieve and maintain profitability

and positive cash flow is dependent upon:

The likelihood of our success must

be considered in the light of the problems, expenses, difficulties, complications and delays frequently encountered by a small company

starting a new business enterprise and the highly competitive environment in which we are operating.

We have a limited operating history

upon which an evaluation of our future success or failure can be made.

Our ability to achieve and maintain profitability and positive

cash flow is dependent upon:

ability to market our product and services;

2 unchanged sentences

are not currently profitable and may not become profitable.

of December 31, 2020, we had $1,086,753 cash on hand and our Greenpro’s common stockholders’

equity was $8,395,602.

We have generated $2,254,811 in revenue in 2020 and have incurred operating loss of $2,905,575 and net loss of $3,752,953.

We expect to incur losses and negative operating cash flows for the foreseeable future, and we may not achieve profitability.

We also expect to experience negative cash flow for the foreseeable future due to operating losses and capital expenditures.

a result, we will need to generate significant revenues in order to achieve and maintain profitability.

We may not be able to

generate these revenues or achieve profitability in the future.

Our failure to achieve or maintain profitability could negatively

impact the value of our business.

As of December 31, 2021, we had

$5,338,571 cash on hand and our common stockholders’ equity was $18,811,934.

We have generated $2,949,780 in revenue

in 2021 and have incurred operating loss of $2,754,684 and net loss of $14,363,232.

We expect to incur losses and negative

operating cash flows for the foreseeable future, and we may not achieve profitability.

We also expect to experience negative cash flow

for the foreseeable future due to operating losses and capital expenditures.

As a result, we will need to generate significant revenues

to achieve and maintain profitability.

We may not be able to generate these revenues or achieve profitability in the future.

to achieve or maintain profitability could negatively impact the value of our business.

may not be able to continue to operate as a going concern.

the year ended December 31, 2021, the Company incurred a net loss of $14,363,232 and used cash in operating activities of $2,023,150.

$1,567,758, and at December 31, 2020, the Company had a working capital deficiency of $3,411,175.

In addition, the

Company’s independent registered public accounting firm, in their report on the Company’s December 31, 2020 audited

financial statements, raised substantial doubt about the Company’s ability to continue as a going concern.

These factors

raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the

financial statements are issued.

addition, the Company’s independent registered public accounting firm, in their report on the Company’s December 31,

2021 audited financial statements, raised substantial doubt about the Company’s ability to continue as a going concern.

factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that

the financial statements are issued.

The financial statements do not include any adjustments that might be necessary if the Company

is unable to continue as a going concern.

Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial

support from its shareholders.

Management believes the existing shareholders or external financing will provide the additional

cash to meet the Company’s obligations as they become due.

No assurance can be given that any future financing, if needed,

will be available or, if available, that it will be on terms that are satisfactory to the Company.

Even if the Company can obtain

additional financing, if necessary, it may contain undue restrictions on its operations, in the case of debt financing, or cause

substantial dilution for its stockholders, in the case of equity financing.

Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support

from its major shareholders.

Management believes the existing shareholders or external financing will provide the additional cash

to meet the Company’s obligations as they become due.

No assurance can be given that any future financing, if needed, will be available

or, if available, that it will be on terms that are satisfactory to the Company.

Even if the Company can obtain additional financing,

if necessary, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its

stockholders, in the case of equity financing.

operating results may prove unpredictable which could negatively affect our profit.

1 unchanged sentence

Factors that may cause our operating results to fluctuate significantly include:

our inability to generate enough working capital

from future equity sales;

our inability to generate enough working capital from

future equity sales;

the level of commercial acceptance by clients of our services;

fluctuations in the demand for our service

the amount and timing of operating costs and capital expenditures relating to expansion of our business, operations and infrastructure

and general economic conditions.

If realized, any of these risks could have a material adverse effect on our business, financial

condition and operating results.

we are unable to gain any significant market acceptance for our service or establish a significant market presence, we may be

unable to generate sufficient revenue to continue our business.

fluctuations in the demand for our service the amount

and timing of operating costs and capital expenditures relating to expansion of our business, operations and infrastructure and general

economic conditions.

If realized, any of these risks could have a material adverse effect on our business, financial condition and operating

we are unable to gain any significant market acceptance for our service or establish a significant market presence, we may be unable

to generate sufficient revenue to continue our business.

growth strategy is substantially dependent upon our ability to successfully market our service to prospective clients.

our planned services may not achieve significant acceptance.

Such acceptance, if achieved, may not be sustained for any significant

period of time.

Failure of our services to achieve or sustain market acceptance could have a material adverse effect on our business,

financial conditions and the results of our operations.

Management’s

However, our planned

services may not achieve significant acceptance.

Such acceptance, if achieved, may not be sustained for any significant period of time.

Failure of our services to achieve or sustain market acceptance could have a material adverse effect on our business, financial conditions

and the results of our operations.

ability to implement the business strategy may be slower than expected and we may be unable to generate a profit.

business plans, including offering a cloud accounting system and consulting services, may not occur.

Our growth strategy is subject

to significant risks which you should carefully consider before purchasing our shares.

Our growth strategy is subject to

significant risks which you should carefully consider before purchasing our shares.

services may be slow to achieve profitability, or may not become profitable at all, which will result in losses.

no assurance that we will succeed.

There can be no assurance

that we will succeed.

may be unable to enter into our intended markets successfully.

The factors that could affect our growth strategy include our success

in (a) developing our business plan, (b) obtaining our clients, (c) obtaining adequate financing on acceptable terms, and (d)

adapting our internal controls and operating procedures to accommodate our future growth.

in (a) developing our business plan, (b) obtaining our clients, (c) obtaining adequate financing on acceptable terms, and (d) adapting

our internal controls and operating procedures to accommodate our future growth.

systems, procedures and controls may not be adequate to support the expansion of our business operations.

Significant growth will

place managerial demands on all aspects of our operations.

Our future operating results will depend substantially upon our ability

to manage changing business conditions and to implement and improve our technical, administrative and financial controls and reporting

Significant growth will place

managerial demands on all aspects of our operations.

Our future operating results will depend substantially upon our ability to manage

changing business conditions and to implement and improve our technical, administrative and financial controls and reporting systems.

may enter this sector with superior service which would affect our business adversely.

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This would have an adverse effect upon our business and our results of operations.

In addition, a high level of support is critical for the successful marketing and recurring sales of our services.

Despite having

accumulated customers from the past four years, we may still need to continue to improve our platform and software in order to

assist potential customers in using our platform, and we also need to provide effective support to future clients.

If we are unable

to increase customer support and improve our platform in the face of increasing competition, with the increase in competition,

our ability to sell our services to potential customers could adversely affect our brand, which would harm our reputation.

a high level of support is critical for the successful marketing and recurring sales of our services.

Despite having accumulated customers

from the past four years, we may still need to continue to improve our platform and software to assist potential customers in using our

platform, and we also need to provide effective support to future clients.

If we are unable to increase customer support and improve

our platform in the face of increasing competition, with the increase in competition, our ability to sell our services to potential customers

could adversely affect our brand, which would harm our reputation.

use of open source and third-party software could impose limitations on our ability to commercialize our services.

intend to incorporate open-source software into our platform.

Although we monitor our use of open source closely, the terms

of many open-source licenses have not been interpreted by U.S.

courts or jurisdictions elsewhere, and there is a risk that

such licenses could be construed in a manner that could impose unanticipated conditions or restrictions on our ability to commercialize

our services.

We could also be subject to similar conditions or restrictions should there be any changes in the licensing terms

of the open-source software incorporated into our products.

In either event, we could be required to seek licenses from

third parties in order to continue our services in the event re-engineering cannot be accomplished on a timely or successful basis,

any of which could adversely affect our business, operating results and financial condition.

also intend to incorporate certain third-party technologies, including software programs, into our website and may need to utilize

additional third-party technologies in the future.

However, licenses to relevant third-party technology may not continue to be

available to us on commercially reasonable terms, or at all.

Therefore, we could face delays in releases of our platform until

equivalent technology can be identified, licensed or developed, and integrated into our current products.

These delays, if they

occur, could materially adversely affect our business, operating results and financial condition.

Any disruption in our access

to software programs or third-party technologies could result in significant delays in releases of our platform and could require

substantial effort to locate or develop a replacement program.

If we decide in the future to incorporate into our products any

other software program licensed from a third party, and the use of such software program is necessary for the proper operation

of our appliances, then our loss of any such license would similarly adversely affect our ability to release our products in a

timely fashion.

Although we monitor our use of open source closely, the terms of many open-source

licenses have not been interpreted by U.S.

courts or jurisdictions elsewhere, and there is a risk that such licenses could be construed

in a manner that could impose unanticipated conditions or restrictions on our ability to commercialize our services.

We could also be

subject to similar conditions or restrictions should there be any changes in the licensing terms of the open-source software incorporated

into our products.

In either event, we could be required to seek licenses from third parties to continue our services in the event re-engineering

cannot be accomplished on a timely or successful basis, any of which could adversely affect our business, operating results and financial

also intend to incorporate certain third-party technologies, including software programs, into our website and may need to utilize additional

third-party technologies in the future.

However, licenses to relevant third-party technology may not continue to be available to us on

commercially reasonable terms, or at all.

Therefore, we could face delays in releases of our platform until equivalent technology can

be identified, licensed or developed, and integrated into our current products.

These delays, if they occur, could materially adversely

affect our business, operating results and financial condition.

Any disruption in our access to software programs or third-party technologies

could result in significant delays in releases of our platform and could require substantial effort to locate or develop a replacement

If we decide in the future to incorporate into our products any other software program licensed from a third party, and the

use of such software program is necessary for the proper operation of our appliances, then our loss of any such license would similarly

adversely affect our ability to release our products in a timely fashion.

security of our computer systems may be compromised and harm our business.

significant portion of our business operations is conducted through use of our computer network.

Although we intend to implement

security systems and procedures to protect the confidential information stored on these computer systems, experienced computer

programmers and hackers may be able to penetrate our network security and misappropriate our confidential information or that

of third parties.

As well, they may be able to create system disruptions, shutdowns or effect denial of service attacks.

programmers and hackers also may be able to develop and deploy viruses, worms, and other malicious software programs that attack

our networks or client computers, or otherwise exploit any security vulnerabilities, or that misappropriate and distribute confidential

information stored on these computer systems.

Any of the foregoing could result in damage to our reputation and customer confidence

in the security of our products and services and could require us to incur significant costs to eliminate or alleviate the problem.

Additionally, our ability to transact business may be affected.

Such damage, expenditures and business interruption could seriously

impact our business, financial condition and results of operations.

Although we intend to implement security

systems and procedures to protect the confidential information stored on these computer systems, experienced computer programmers and

hackers may be able to penetrate our network security and misappropriate our confidential information or that of third parties.

they may be able to create system disruptions, shutdowns or effect denial of service attacks.

Computer programmers and hackers also may

be able to develop and deploy viruses, worms, and other malicious software programs that attack our networks or client computers, or

otherwise exploit any security vulnerabilities, or that misappropriate and distribute confidential information stored on these computer

Any of the foregoing could result in damage to our reputation and customer confidence in the security of our products and services

and could require us to incur significant costs to eliminate or alleviate the problem.

Additionally, our ability to transact business

may be affected.

Such damage, expenditures and business interruption could seriously impact our business, financial condition and results

of operations.

developments in our existing areas of operation could adversely impact our results of operations, cash flows and financial condition.

operations focus on utilizing the sales efforts which are principally located in South-East Asia and East Asia.

As a result, the

results of our operations, cash flows and financial condition depend upon the demand for our services in these regions.

broad diversification in the industry type and geographic location, adverse developments in our current segment of the midstream

industry, or in our existing areas of operation, could have a greater impact on the results of operations, cash flows and financial

condition than if our operations were more diversified.

As a result, the results

of our operations, cash flows and financial condition depend upon the demand for our services in these regions.

Lack of broad diversification

in the industry type and geographic location, adverse developments in our current segment of the midstream industry, or in our existing

areas of operation, could have a greater impact on the results of operations, cash flows and financial condition than if our operations

were more diversified.

Related to Doing Business in South-East Asia and East Asia

1 unchanged sentence

business operations are conducted in South-East Asia and East Asia.

Accordingly, the results of our operations, financial condition

and prospects are subject to a significant degree to the economic, political and legal conditions of the South-East Asia and East

Asia countries where we intend to develop business.

Following the closing of our initial public offering in 2017, we derive a

significant portion of our revenues and earnings from Hong Kong, our principal business place, PRC, Malaysia and other South-East

Asia countries, respectively.

Accordingly, the results of our operations, financial condition and

prospects are subject to a significant degree to the economic, political and legal conditions of the South-East Asia and East Asia countries

where we intend to develop business.

Following the closing of our initial public offering in 2017, we derive a significant portion of

our revenues and earnings from Hong Kong, our principal business place, PRC, Malaysia and other South-East Asia countries, respectively.

Operation in multiple foreign countries involves substantial risk.

For example, our operations and

business activities are subject to a variety of laws and regulations, such as anti-corruption laws, tax laws, foreign exchange

controls and cash repatriation restrictions, data privacy and security requirements, labor laws, intellectual property laws, privacy

laws, and anti-competition regulations.

As we expand into additional countries, the complexity inherent in complying with these

laws and regulations increases, making compliance more difficult and costly and driving up the costs of doing business in foreign

jurisdictions.

Any failure to comply with foreign laws and regulations could subject us to fines and penalties, make it more difficult

or impossible to do business in that country and harm our reputation.

Hong Kong economy may be vulnerable to slowdown in Chinese activity and world trade.

Hong Kong is now closely linked to China with respect to economic and political development, Hong Kong economic and political

development will be more likely to be affected by China’s development.

As there are more and more mainland Chinese companies

listed on The Hong Kong Stock Exchange and industries in general are becoming delocalized to mainland China, the Hong Kong stock

market and local economy will become more vulnerable to the economic development in the mainland China.

If the economic development

in China becomes unstable, the Hong Kong economy will be negatively affected.

Besides, the Hong Kong economy is externally oriented

and highly dependent on trade with the rest of the world.

Our business may be subject to the cyclical effect of the economic development

in the world, including the adverse impact of the coronavirus outbreak in China.

business, financial condition and results of operations may be materially adversely affected by global health epidemics, including

the recent COVID-19 outbreak.

of epidemic, pandemic, or contagious diseases such as COVID-19, could have an adverse effect on our business, financial condition,

and results of operations.

The spread of COVID-19 from China to other countries has resulted in the World Health Organization

declaring the outbreak of COVID-19 as a global pandemic.

The international stock markets reflect the uncertainty associated

with the slow-down in the global economy and the reduced levels of international travel experienced since the beginning of January

2020, large declines in oil prices and the significant decline in the Dow Industrial Average at the end of February and

beginning of March 2020 was largely attributed to the effects of COVID-19.

Any resulting financial impact cannot be reasonably

estimated at this time and the pandemic is still ongoing.

The extent to which the COVID-19 impacts our results will depend

on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning

the severity of the coronavirus and the actions taken globally to contain the coronavirus or treat its impact, the efficacy

of vaccines on COVID-19 and its variants, among others.

Existing insurance coverage may not provide protection for all costs

that may arise from all such possible events.

Additionally, the COVID-19 pandemic may also affect our overall ability to react

timely to mitigate the impact of this event and may hamper our efforts to contact our service providers and advisors and to provide

our investors with timely information and comply with our filing obligations with the SEC, especially in the event of office closures,

stay-in-place orders and a ban on travel or quarantines.

We are still assessing our business operations and the impact COVID-19

may have on our results and financial condition, but there can be no assurance that this analysis will enable us to avoid part

or all of any impact from the spread of COVID-019 or its consequences, including downturns in business sentiment generally or

in our sector in particular.

face the risk that changes in the policies of the PRC government could have a significant impact upon the business we may be able

to conduct in the PRC and the profitability of such business.

PRC’s economy is in a transition from a planned economy to a market-oriented economy subject to five-year and annual plans

adopted by the central government that set national economic development goals.

Policies of the PRC government can have significant

effects on the economic conditions of the PRC.

The PRC government has confirmed that economic development will follow the model

of a market economy.

Under this direction, we believe that the PRC will continue to strengthen its economic and trading relationships

with foreign countries and business development in the PRC will follow market forces.

While we believe that this trend will continue,

we cannot assure you that this will be the case.

A change in policies by the PRC government could adversely affect our interests

by, among other factors:

changes in laws, regulations or the interpretation thereof, confiscatory taxation, restrictions on currency

conversion, imports or sources of supplies, or the expropriation or nationalization of private enterprises.

Although the PRC government

has been pursuing economic reform policies for more than two decades, we cannot assure you that the government will continue to

pursue such policies or that such policies may not be significantly altered, especially in the event of a change in leadership,

social or political disruption, or other circumstances affecting the PRC’s political, economic and social environment.

of new laws or changes to existing laws by the PRC government may adversely affect our business.

PRC legal system is a codified legal system made up of written laws, regulations, circulars, administrative directives and internal

Unlike common law jurisdictions like the U.S., decided cases (which may be taken as reference) do not form part of

the legal structure of the PRC and thus have no binding effect on subsequent cases with similar issues and fact patterns.

in line with its transformation from a centrally planned economy to a relatively free market economy, the PRC government is still

in the process of developing a comprehensive set of laws and regulations.

As the legal system in the PRC is still evolving, laws

and regulations or the interpretation of the same may be subject to further changes.

For example, the PRC government may impose

restrictions on the amount of service fees that may be payable by municipal governments to wastewater and sludge treatment service

Also, the PRC central and municipal governments may impose more stringent environmental regulations which would affect

our ability to comply with, or our costs to comply with, such regulations.

Such changes, if implemented, may adversely affect

our business operations and may reduce our profitability

For example, our operations and business activities are subject to

a variety of laws and regulations, such as anti-corruption laws, tax laws, foreign exchange controls and cash repatriation restrictions,

data privacy and security requirements, labor laws, intellectual property laws, privacy laws, and anti-competition regulations.

expand into additional countries, the complexity inherent in complying with these laws and regulations increases, making compliance more

difficult and costly and driving up the costs of doing business in foreign jurisdictions.

Any failure to comply with foreign laws and

regulations could subject us to fines and penalties, make it more difficult or impossible to do business in that country and harm our

face the risk that changes in the world economy and political developments in Malaysia may adversely affect our business.

recent years, there have been political instabilities in the Malaysian government which may reduce investors’

result in reduction in foreign direct investment and weigh on consumer and business sentiment, depressing growth.

the Malaysian economy is reliant on external demand.

Any possible worsening global demand is likely to hinder the export development

and any economic weakness may possibly lead to market intervention and the government may impose capital controls.

circumstances, our business operation may be adversely affected.

may be exposed to liabilities under the Foreign Corrupt Practices Act, and any determination that we violated the foreign corrupt

practices act could have a material adverse effect on our business.

are subject to the Foreign Corrupt Practice Act, or FCPA, and other laws that prohibit improper payments or offers of payments

to foreign governments and their officials and political parties by U.S.

persons and issuers as defined by the statute for the

purpose of obtaining or retaining business.

We will have operations, agreements with third parties and make sales in South-East

Asia and East Asia, which may experience corruption.

Our proposed activities in South-East Asia and East Asia create the risk

of unauthorized payments or offers of payments by one of the employees, consultants, or sales agents of our Company, because these

parties are not always subject to our control.

It will be our policy to implement safeguards to discourage these practices by

our employees.

Also, our existing safeguards and any future improvements may prove to be less than effective, and the employees,

consultants, or sales agents of our Company may engage in conduct for which we might be held responsible.

Violations of the FCPA

may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect our

business, operating results and financial condition.

In addition, the government may seek to hold our Company liable for successor

liability FCPA violations committed by companies in which we invest or that we acquire.

recent years, there have been political instabilities in the Malaysian government which may reduce investors’ confidence, result

in reduction in foreign direct investment and weigh on consumer and business sentiment, depressing growth.

In addition, the Malaysian

economy is reliant on external demand.

Any possible worsening global demand is likely to hinder the export development and any economic

weakness may possibly lead to market intervention and the government may impose capital controls.

Under these circumstances, our business

operation may be adversely affected.

may have difficulty enforcing judgments against us.

are a Nevada corporation but most of our assets are and will be located outside of the United States.

Almost all our operations

are conducted in Hong Kong, Malaysia and the PRC.

In addition, most of our officers and directors are the nationals and residents

of a country other than the United States.

Almost all our operations are conducted

in Hong Kong, Malaysia and the PRC.

In addition, most of our officers and directors are the nationals and residents of a country other

than the United States.

Most of their assets are located outside the United States.

As a result, it may be

difficult for you to effect service of process within the United States upon them.

It may also be difficult for you to enforce

courts judgments on the civil liability provisions of the U.S.

federal securities laws against us and our officers and

directors, since he or she is not a resident in the United States.

In addition, there is uncertainty as to whether the courts

of Hong Kong or other Asian countries would recognize or enforce judgments of U.S.

As a result, it may be difficult for you to effect

service of process within the United States upon them.

It may also be difficult for you to enforce in U.S.

courts judgments on the civil

liability provisions of the U.S.

federal securities laws against us and our officers and directors, since he or she is not a resident

in the United States.

In addition, there is uncertainty as to whether the courts of Hong Kong or other Asian countries would recognize

or enforce judgments of U.S.

of dividends is subject to restrictions under Nevada, Hong Kong, Malaysia and the PRC laws.

Nevada law, we may only pay dividends subject to our ability to service our debts as they become due and provided that our assets

will exceed our liabilities after the payment of such dividends.

Our ability to pay dividends will therefore depend on our ability

to generate adequate profits.

Under the Hong Kong Companies Ordinance, we are permitted to make payments of dividends from distributable

profits (that is, accumulated realized profits less its accumulated realized losses).

Under the Laws of Malaysia, we may only

make a distribution to the shareholders out of our profits available if we are solvent.

The Company is regarded as solvent if

the Company can pay its debts as and when the debts become due within twelve months immediately after the distribution is made.

In addition, because of a variety of rules applicable to our operations in China and the regulations on foreign investments as

well as the applicable tax law, we may be subject to further limitations on our ability to declare and pay dividends to our shareholders.

Nevada law, we may only pay dividends subject to our ability to service our debts as they become due and provided that our assets will

exceed our liabilities after the payment of such dividends.

Our ability to pay dividends will therefore depend on our ability to generate

adequate profits.

Under the Hong Kong Companies Ordinance, we are permitted to make payments of dividends from distributable profits

(that is, accumulated realized profits less its accumulated realized losses).

Under the Laws of Malaysia, we may only make a distribution

to the shareholders out of our profits available if we are solvent.

The Company is regarded as solvent if the Company can pay its debts

as and when the debts become due within twelve months immediately after the distribution is made.

In addition, because of a variety of

rules applicable to our operations in China and the regulations on foreign investments as well as the applicable tax law, we may be subject

to further limitations on our ability to declare and pay dividends to our shareholders.

can give no assurance that we will declare dividends of any amounts, at any rate or at all in the future.

The declaration of future

dividends, if any, will be at the discretion of our board of directors and will depend upon our future operations and earnings,

capital requirements, general financial conditions, legal and contractual restrictions and other factors that our board of directors

may deem relevant.

our Chief Executive Officer, Mr.

Lee Chong Kuang, and our Chief Financial Officer, Mr.

Loke Che Chan Gilbert own a large percentage

of our outstanding stock and could significantly influence the outcome of our corporate matters.

Lee Chong Kuang, our CEO, beneficially owns 27.99% of our outstanding shares of Common Stock, and Mr.

Loke Che Chan

Gilbert, our CFO, beneficially owns 27.85% of our outstanding shares of Common Stock.

result, Messrs.

Lee and Loke are collectively able to exercise significant influence over all matters that require us to

obtain shareholder approval, including the election of directors to our board and approval of significant corporate transactions

that we may consider, such as a merger or other sale of our company or its assets.

This concentration of ownership in our shares

by executive officers will limit the other shareholders’

ability to influence corporate matters and may have the effect

of delaying or preventing a third party from acquiring control over us.

The declaration of future dividends,

if any, will be at the discretion of our board of directors and will depend upon our future operations and earnings, capital requirements,

general financial conditions, legal and contractual restrictions and other factors that our board of directors may deem relevant.

Related to Doing Business in Hong Kong and China

of new laws or changes to existing laws by the PRC government may adversely affect our business.

PRC legal system is a codified legal system made up of written laws, regulations, circulars, administrative directives and internal guidelines.

Unlike common law jurisdictions like the U.S., decided cases (which may be taken as reference) do not form part of the legal structure

of the PRC and thus have no binding effect on subsequent cases with similar issues and fact patterns.

Furthermore, in line with its transformation

from a centrally planned economy to a relatively free market economy, the PRC government is still in the process of developing a comprehensive

set of laws and regulations.

As the legal system in the PRC is still evolving, laws and regulations or the interpretation of the same

may be subject to further changes.

For example, the PRC government may impose restrictions on the amount of service fees that may be

payable by municipal governments to wastewater and sludge treatment service providers.

Also, the PRC central and municipal governments

may impose more stringent environmental regulations which would affect our ability to comply with, or our costs to comply with, such

Such changes, if implemented, may adversely affect our business operations and may reduce our profitability

face the risk that changes in the policies of the PRC government could have a significant impact upon the business we may be able to

conduct in the PRC and the profitability of such business.

PRC’s economy is in a transition from a planned economy to a market-oriented economy subject to five-year and annual plans adopted

by the central government that set national economic development goals.

Policies of the PRC government can have significant effects on

the economic conditions of the PRC.

The PRC government has confirmed that economic development will follow the model of a market economy.

Under this direction, we believe that the PRC will continue to strengthen its economic and trading relationships with foreign countries

and business development in the PRC will follow market forces.

While we believe that this trend will continue, we cannot assure you that

this will be the case.

A change in policies by the PRC government could adversely affect our interests by, among other factors:

in laws, regulations or the interpretation thereof, confiscatory taxation, restrictions on currency conversion, imports or sources of

supplies, or the expropriation or nationalization of private enterprises.

Although the PRC government has been pursuing economic reform

policies for more than two decades, we cannot assure you that the government will continue to pursue such policies or that such policies

may not be significantly altered, especially in the event of a change in leadership, social or political disruption, or other circumstances

affecting the PRC’s political, economic and social environment.

recent state government interference into business activities on U.S.

listed Chinese companies may negatively impact our existing and

future operations in Hong Kong and China.

the Chinese government announced that it would step up supervision of Chinese firms listed offshore.

Under the new measures, China will

improve regulation of cross-border data flows and security, crack down on illegal activity in the securities market and punish fraudulent

securities issuance, market manipulation and insider trading, China will also check sources of funding for securities investment and

control leverage ratios.

The Cyberspace Administration of China (“CAC”) has also opened a cybersecurity probe into several

U.S.-listed tech giants focusing on anti-monopoly, financial technology regulation and more recently, with the passage of the Data Security

Law, how companies collect, store, process and transfer data.

If our Hong Kong and PRC subsidiaries are subject to such a probe or if

they are required to comply with stepped-up supervisory requirements, valuable time from management and money may be expended in complying

and/or responding to the probe and requirements, thus diverting valuable resources and attention away from our operations.

in turn, negatively impact their operations.

Company is headquartered in Malaysia with operations in Hong Kong and China.

The Company is NOT a Chinese operating company but a Malaysian

holding company with operations conducted by its subsidiaries based in China and that this structure involves unique risks to investors.

It does not use variable interest entities in its corporate structure.

It provides cross-border business solutions such as tax planning,

trust and wealth management, cross border listing advisory services, transaction services, record management services, and accounting

outsourcing services.

One of its venture capital business segments focuses on rental activities of commercial properties and the sale

of investment properties.

None of the aforesaid business activities appears to be within the current targeted areas of concern by the

Chinese government.

The Company plans to continue to explore future potential business opportunities in the Asia region, in particular

South East Asia.

Nonetheless, it intends to keep Hong Kong and China as part of its operating structure going forward and this would

potentially subject it to political and economic influence from China to the extent of such operations.

of the Company’s subsidiaries in Hong Kong and mainland China and its operations there and given the Chinese government’s

significant oversight and discretion over the conduct of our Hong Kong and PRC subsdiaries’ business operations there, there is

always a risk that the Chinese government may, in the future, seek to affect operations of any company with any level of operations in

China including its ability to offer securities to investors, list its securities on a U.S.

or other foreign exchange, conduct its business

or accept foreign investment.

In light of China’s recent extension of authority not only in China but into Hong Kong, there are

risks and uncertainties which it cannot foresee for the time being, and rules and regulations in China can change quickly with little

or no advance notice.

The Chinese government may intervene or influence the Company’s current and future operations in Hong Kong

and China at any time, or may exert more control over offerings conducted overseas and/or foreign investment in issuers likes ourselves.

any or all of the foregoing were to occur, this could lead to a material change in our Hong Kong and China subsidiaries’ operations

and/or the value of the Company common stock and/or significantly limit or completely hinder its ability to offer or continue to offer

securities to investors and cause the value of such securities to significantly decline or be worthless.

shares may be delisted under the Holding Foreign Companies Accountable Act (“HFCCA”) if the PCAOB is unable to inspect our

auditors for three consecutive years beginning in 2021.

If the bill passed by the U.S.

Senate on June 22, 2021 is passed by the U.S.

House of Representatives and signed into law, this would reduce the number of consecutive non-inspection years required for triggering

the prohibitions under the HFCAA from three years to two.

The delisting of our shares, or the threat of their being delisted, may materially

and adversely affect the value of your investment.

Holding Foreign Companies Accountable Act, or the HFCAA, was enacted on December 18, 2020.

The HFCAA states if the SEC determines that

a company has filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB

for three consecutive years beginning in 2021, the SEC shall prohibit such shares from being traded on a national securities exchange

or in the over the counter trading market in the U.S.

June 22, 2021, the U.S.

Senate passed a bill which, if passed by the U.S.

House of Representatives and signed into law, would reduce

the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from three years to two.

lack of access to the PCAOB inspection in China prevents the PCAOB from fully evaluating audits and quality control procedures of the

auditors based in China.

As a result, the investors may be deprived of the benefits of such PCAOB inspections.

The inability of the PCAOB

to conduct inspections of auditors in China makes it more difficult to evaluate the effectiveness of these accounting firms’ audit

procedures or quality control procedures as compared to auditors outside of China that are subject to the PCAOB inspections, which could

cause existing and potential investors in our stock to lose confidence in our audit procedures and reported financial information and

the quality of our financial statements.

March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements

of the HFCAA.

A company will be required to comply with these rules if the SEC identifies it as having a “non-inspection”

year under a process to be subsequently established by the SEC.

The SEC began to assess how to implement other requirements of the HFCAA,

including the listing and trading prohibition requirements described above.

December 2, 2021, the SEC adopted amendments to finalize rules implementing the submission and disclosure requirements in the HFCAA.

On December 16, 2021, the PCAOB issued a report on its determinations that the Board is unable to inspect or investigate completely PCAOB-registered

public accounting firms headquartered in mainland China and in Hong Kong because of positions taken by PRC authorities in those jurisdictions.

The Board made these determinations pursuant to PCAOB Rule 6100, which provides a framework for how the PCAOB fulfils its responsibilities

under the HFCAA.

rules apply to registrants the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting

firm that is located in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate (“Commission-Identified Issuers”).

The final amendments require Commission-Identified Issuers to submit documentation to the SEC establishing that, if true, it is not owned

or controlled by a governmental entity in the public accounting firm’s foreign jurisdiction.

The amendments also require that a

Commission-Identified Issuer that is a “foreign issuer,” as defined in Exchange Act Rule 3b-4, provide certain additional

disclosures in its annual report for itself and any of its consolidated foreign operating entities.

Further, the release provides notice

regarding the procedures the SEC has established to identify issuers and to impose trading prohibitions on the securities of certain

Commission-Identified Issuers, as required by the HFCAA.

SEC will identify Commission-Identified Issuers for fiscal years beginning after December 18, 2020.

A Commission-Identified Issuer will

be required to comply with the submission and disclosure requirements in the annual report for each year in which it was identified.

If a registrant is identified as a Commission-Identified Issuer based on its annual report for the fiscal year ended December 31, 2021,

the registrant will be required to comply with the submission or disclosure requirements in its annual report filing covering the fiscal

year ended December 31, 2022.

current auditor, JP Centurion & Partners PLT (“Centurion”) is headquartered in Kuala Lumpur, Malaysia.

Our previous auditors,

JLKZ CPA LLP (“JLKZ”) and Weinberg & Company, P.A.

(“Weinberg”) are both headquartered in the United States

of America and are the independent registered public accounting firms that issued the audit reports included in this proxy statement,

and as auditors of companies that are traded publicly in the United States and firms registered with the PCAOB, are subject to laws in

the United States pursuant to which the PCAOB conducts regular inspections to assess their compliance with the applicable professional

We are not aware of any reasons to believe or conclude that Centurion, JLKZ or Weinberg would not permit an inspection by

PCAOB or that either one may not be subject to such inspection.

Centurion, JLKZ and Weinberg are outside the jurisdiction of Hong Kong

and China and have assured us that if requested, they shall cooperate and deliver work papers of our Chinese subsidiaries to the PCAOB

for inspection.

We cannot assure you that the jurisdiction in which our current auditor is located would not implement rules forbidding

our auditor to be subject to PCAOB inspection.

If such rules were to be implemented, we may have to incur substantial costs and time

to appoint a new auditor to re-audit our financials.

This could cause the market price of our shares to be materially and adversely affected,

and our securities could be delisted or prohibited from being traded on the national securities exchange if we fail to do so timely or

on commercially reasonable times.

given the recent developments, we cannot assure you whether NASDAQ or regulatory authorities would apply additional and more stringent

criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of

personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements.

SEC may propose additional rules or guidance that could impact us if our auditor is not subject to PCAOB inspection.

For example, on

August 6, 2020, the President’s Working Group on Financial Markets, or the PWG, issued the Report on Protecting United States Investors

from Significant Risks from Chinese Companies to the then President of the United States.

This report recommended the SEC implement five

recommendations to address companies from jurisdictions that do not provide the PCAOB with sufficient access to fulfil its statutory

Some of the concepts of these recommendations were implemented with the enactment of the HFCA Act.

However, some of the recommendations

were more stringent than the HFCA Act.

For example, if a company’s auditor was not subject to PCAOB inspection, the report recommended

that the transition period before a company would be delisted would end on January 1, 2022.

SEC had announced that the SEC staff was preparing a consolidated proposal for the rules regarding the implementation of the HFCA Act

and to address the recommendations in the PWG report.

The implications of possible additional regulation in addition to the requirements

of the HFCA Act and what was recently adopted on December 2, 2021 are uncertain.

Such uncertainty could cause the market price of our

shares to be materially and adversely affected, and our securities could be delisted or prohibited from being traded on the national

securities exchange earlier than would be required by the HFCAA.

If our shares are unable to be listed on another securities exchange

by then, such a delisting would substantially impair your ability to sell or purchase our shares when you wish to do so, and the risk

and uncertainty associated with a potential delisting would have a negative impact on the price of our shares.

in China’s economic, political or social conditions or government policies could have a material adverse effect on our future business

and operations.

business direction going forward is focused in the Asia region which, accordingly, could place our future business, financial condition,

results of operations and prospects be influenced to a certain degree by political, economic and social conditions in China generally.

The Chinese economy differs from the economies of most developed countries in many respects, including the level of government involvement,

level of development, growth rate, control of foreign exchange and allocation of resources.

Although the Chinese government has implemented

measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets, and

the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still

owned by the government.

In addition, the Chinese government continues to play a significant role in regulating industry development

by imposing industrial policies.

Chinese government also exercises significant control over China’s economic growth through allocating resources, controlling payment

of foreign currency-denominated obligations, setting monetary policy, and providing preferential treatment to particular industries or

the Chinese economy has experienced significant growth over the past decades, growth has been uneven, both geographically and among various

sectors of the economy.

Any adverse changes in economic conditions in China, in the policies of the Chinese government or in the laws

and regulations in China could have a material adverse effect on the overall economic growth of China.

Such developments could adversely

affect our future business and operating results, lead to reduction in demand for our services and adversely affect our competitive position.

The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources.

Some of these

measures may benefit the overall Chinese economy, but may have a negative effect on us.

For example, our financial condition and results

of operations may be adversely affected by government control over capital investments or changes in tax regulations.

In addition, in

the past the Chinese government has implemented certain measures, including interest rate adjustment, to control the pace of economic

These measures may cause decreased economic activity in China, which may adversely affect our future business and operating results.

Interpretation

of PRC laws and the implementation of National Security Law in Hong Kong involve uncertainty.

PRC’s legal system is based on written statutes, and prior court decisions can only be used as a reference.

Since 1979, the PRC’s

government has promulgated laws and regulations in relation to economic matters such as foreign investment, corporate organization and

governance, commerce, taxation and trade, with a view to developing a comprehensive system of commercial law, including laws relating

to property ownership and development.

However, due to the fact that these laws and regulations have not been fully developed, and because

of the limited volume of published cases and the non-binding nature of prior court decisions, interpretation of PRC’s laws and

regulations involves a degree of uncertainty.

Some of these laws may be changed with little advance notice, without immediate publication

or may be amended with retroactive effect.

June 30, 2020, China’s top legislature unanimously passed a new National Security Law for Hong Kong that was enacted on the same

Similar to PRC’s laws and regulations, the interpretation of National Security Law involves a degree of uncertainty.

on the government agency or how an application or case is presented to such agency, we may receive less favorable interpretations of

laws and regulations than our competitors, particularly if a competitor has long been established in the locality of, and has developed

a relationship with such agency.

In addition, any litigation may be protracted and result in substantial costs and a diversion of resources

and management attention.

All of these uncertainties may cause difficulties in the enforcement of our land use rights, entitlements under

our permits and other statutory and contractual rights and interests.

may be exposed to liabilities under the Foreign Corrupt Practices Act and Chinese anti-corruption law.

connection with any future offering, we may be subjected to the U.S.

Foreign Corrupt Practices Act (“FCPA”), and other laws

that prohibit improper payments or offers of payments to foreign governments and their officials and political parties by U.S.

and issuers as defined by the statute for the purpose of obtaining or retaining business.

We may also be subjected to Chinese anti-corruption

laws, which strictly prohibit the payment of bribes to government officials.

Going forward Hong Kong and China subsidiaries may have

operations, agreements with third parties, and make sales in China, which may experience corruption.

Our Hong Kong and China subsidiaries’

future activities in China may create the risk of unauthorized payments or offers of payments by one of their employees, because sometimes

these employees are out of our control.

Violations of the FCPA or Chinese anti-corruption laws may result in severe criminal or civil

sanctions, and we may be subject to other liabilities, which could negatively affect their business, operating results and financial

In addition, the government may seek to hold our Company liable for successor liability FCPA violations committed by companies

in which we invest or that we acquire.

PRC government may issue further restrictive measures in the future.

cannot assure you that the PRC’s government will not issue further restrictive measures in the future.

The PRC government’s

restrictive regulations and measures could increase our existing and future operating costs in adapting to these regulations and measures,

limit our access to capital resources or even restrict our existing and future business operations, which could further adversely affect

our business and prospects.

Hong Kong and China subsidiaries may be subject to a variety of laws and other obligations regarding cybersecurity and data protection,

and any failure to comply with applicable laws and obligations could have a material and adverse effect on their business, financial

condition and results of operations.

Hong Kong and China subsidiaries may be subject relating various risks and costs associated with to the collection, use, sharing, retention,

security, and transfer of confidential and private information, such as personal information and other data.

This data is wide ranging

and relates to our investors, employees, contractors and other counterparties and third parties.

The relevant PRC laws apply not only

to third-party transactions, but also to transfers of information between us, our subsidiaries and other parties with which we/they have

commercial relations.

PRC regulatory and enforcement regime with regard to privacy and data security is evolving.

The PRC Cybersecurity Law which was promulgated

on November 7, 2016 and became effective on June 1, 2017 provides that personal information and important data collected and generated

by operators of critical information infrastructure in the course of their operations in the PRC should be stored in the PRC, and the

law imposes heightened regulation and additional security obligations on operators of critical information infrastructure.

to the Cybersecurity Review Measures promulgated by the Cyberspace Administration of China and certain other PRC regulatory authorities

in April 2020, which became effective in June 2020, operators of critical information infrastructure must pass a cybersecurity review

when purchasing network products and services which do or may affect national security.

If they provide or are deemed to provide such

network products and services to critical information infrastructure operators, or they are deemed to be a critical information infrastructure

operator, they would be required to follow cybersecurity review procedures.

There can be no assurance that they would be able to complete

the applicable cybersecurity review procedures in a timely manner, or at all, if they are required to follow such procedures.

or delay in the completion of the cybersecurity review procedures may prevent them from using or providing certain network products and

services, and may result in fines of up to ten times the purchase price of such network products and services being imposed upon us,

if they are to be deemed a critical information infrastructure operator using network products or services without having completed the

required cybersecurity review procedures.

The PRC government is increasingly focused on data security, recently launching cybersecurity

review against a number of mobile apps operated by several US-listed Chinese companies and prohibiting these apps from registering new

users during the review period.

June 10, 2021, the Standing Committee of the National People’s Congress of China promulgated the Data Security Law which shall

take effect in September 1, 2021.

The Data Security Law provides for data security and privacy obligations of entities and individuals

carrying out data activities, prohibits entities and individuals in China from providing any foreign judicial or law enforcement authority

with any data stored in China without approval from the competent PRC authority, and sets forth the legal liabilities of entities and

individuals found to be in violation of their data protection obligations, including rectification order, warning, fines of up to RMB10

million, suspension of relevant business, and revocation of business permits or licenses.

August 20, 2021, the Standing Committee of the National People’s Congress adopted the Personal Information Security Law, which

shall come into force as of November 1, 2021.

The Personal Information Protection Law includes the basic rules for personal information

processing, the rules for cross-border provision of personal information, the rights of individuals in personal information processing

activities, the obligations of personal information processors, and the legal responsibilities for illegal collection, processing, and

use of personal information.

addition, on July 10, 2021, the Cyberspace Administration of China issued the Measures for Cybersecurity Review (Revision Draft for Comments)

for public comments, which proposes to authorize the relevant government authorities to conduct cybersecurity review on a range of activities

that affect or may affect national security, including listings in foreign countries by companies that possess personal data of more

than one million users.

The PRC National Security Law covers various types of national security, including technology security and information

Hong Kong and China subsidiaries do not collect, process or use personal information of entities or individuals other than what is necessary

for our business and do not disseminate such information.

They do not operate mobile apps and they do not possess information on more

than a million entities/individuals.

Although we believe they currently are not required to obtain clearance from the Cyberspace Administration

of China under the Measures for Cybersecurity Review (Revision Draft for Comments) or the Opinions on Strictly Cracking Down on Illegal

Securities Activities, they face uncertainties as to the interpretation or implementation of such regulations or rules, and if required,

whether such clearance can be timely obtained, or at all.

with the PRC Cybersecurity Law, the PRC National Security Law, the Data Security Law, the Personal Information Protection Law, the Cybersecurity

Review Measures, as well as additional laws and regulations that PRC regulatory bodies may enact in the future, including data security

and personal information protection laws, may result in additional expenses to us and subject us to negative publicity, which could harm

our reputation among users and negatively affect the trading price of our shares in the future.

There are also uncertainties with respect

to how the PRC Cybersecurity Law, the PRC National Security Law and the Data Security Law will be implemented and interpreted in practice.

PRC regulators, including the Ministry of Public Security, the MIIT, the SAMR and the Cyberspace Administration of China, have been increasingly

focused on regulation in the areas of data security and data protection, including for mobile apps, and are enhancing the protection

of privacy and data security by rule-making and enforcement actions at central and local levels.

We expect that these areas will receive

greater and continued attention and scrutiny from regulators and the public going forward, which could increase our Hong Kong and China

subsidiaries’ compliance costs and subject them to heightened risks and challenges associated with data security and protection.

If our Hong Kong and China subsidiaries are unable to manage these risks, they could become subject to penalties, including fines, suspension

of business, prohibition against new user registration (even for a short period of time) and revocation of required licenses, and their

reputation and results of operations could be materially and adversely affected.

may be difficult for overseas shareholders and/or regulators to conduct investigation or collect evidence within China.

claims or regulatory investigation that are common in the United States generally are difficult to pursue as a matter of law or practicality

For example, in China, there are significant legal and other obstacles to providing information needed for regulatory investigations

or litigation initiated outside China.

Although the authorities in China may establish a regulatory cooperation mechanism with the securities

regulatory authorities of another country or region to implement cross-border supervision and administration, such cooperation with the

securities regulatory authorities in the Unities States may not be efficient in the absence of mutual and practical cooperation mechanism.

Furthermore, according to Article 177 of the PRC Securities Law, or Article 177, which became effective in March 2020, no overseas securities

regulator is allowed to directly conduct investigation or evidence collection activities within the territory of the PRC.

While detailed

interpretation of or implementation rules under Article 177 have yet to be promulgated, the inability for an overseas securities regulator,

such as the Department of Justice, the SEC, the PCAOB and other authorities, to directly conduct investigation or evidence collection

activities within China may further increase difficulties faced by you in protecting your interests.

of our business operations are conducted in Hong Kong and the PRC through our Hong Kong and China subsidiaries.

In the event that the

regulators carry out investigation on us and there is a need to conduct investigation or collect evidence within the territory of

the PRC, the U.S.

regulators may not be able to carry out such investigation or evidence collection directly in the PRC under the PRC

regulators may consider cross-border cooperation with securities regulatory authority of the PRC by way of judicial assistance,

diplomatic channels or regulatory cooperation mechanism established with the securities regulatory authority of the PRC.

to comply with laws and regulations applicable to our business in China could subject us to fines and penalties and could also cause

us to lose customers or otherwise harm our business.

Hong Kong and China subsidiaries’ business is subject to regulation by various governmental agencies in China, including agencies

responsible for monitoring and enforcing compliance with various legal obligations, such as value-added telecommunication laws and regulations,

privacy and data protection-related laws and regulations, intellectual property laws, employment and labor laws, workplace safety, environmental

laws, consumer protection laws, governmental trade laws, import and export controls, anti-corruption and anti-bribery laws, and tax laws

and regulations.

In certain jurisdictions, these regulatory requirements may be more stringent than in China.

These laws and regulations

impose added costs on their business.

Noncompliance with applicable regulations or requirements could subject them to:

investigations,

enforcement actions, and sanctions;

changes to our network and products;

of profits, fines, and damages;

and criminal penalties or injunctions;

for damages by our customers or channel partners;

of contracts;

of intellectual property rights;

to obtain, maintain or renew certain licenses, approvals, permits, registrations or filings

to conduct our operations;

or permanent debarment from sales to public service organizations.

any governmental sanctions are imposed, or if they do not prevail in any possible civil or criminal litigation, their business, results

of operations, and financial condition could be adversely affected.

In addition, responding to any action will likely result in a significant

diversion of our management’s attention and resources and an increase in professional fees.

Enforcement actions and sanctions could

materially harm our business, results of operations, and financial condition.

Additionally,

companies in the technology industry have recently experienced increased regulatory scrutiny.

Any similar reviews by regulatory agencies

or legislatures may result in substantial regulatory fines, changes to their business practices, and other penalties, which could negatively

affect their business and results of operations.

in social, political, and regulatory conditions or in laws and policies governing a wide range of topics may cause them to change their

business practices.

Further, their expansion into a variety of new fields also could raise a number of new regulatory issues.

These factors

could negatively affect their business and results of operations in material ways.

they are exposed to the risk of misconduct, errors and failure to functions by their management, employees and parties that they collaborate

with, who may from time to time be subject to litigation and regulatory investigations and proceedings or otherwise face potential liability

and penalties in relation to noncompliance with applicable laws and regulations, which could harm their reputation and business.

recent joint statement by the SEC, proposed rule changes submitted by NASDAQ, and an act passed by the U.S.

Senate and the U.S.

of Representatives, all call for additional and more stringent criteria to be applied to U.S.-listed companies with significant operations

These developments could add uncertainties to our future offerings, business operations share price and reputation.

public companies that have substantially all of their operations in China have been the subject of intense scrutiny, criticism and negative

publicity by investors, financial commentators and regulatory agencies, such as the SEC.

Much of the scrutiny, criticism and negative

publicity has centered on financial and accounting irregularities and mistakes, a lack of effective internal controls over financial

accounting, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud.

December 7, 2018, the SEC and the PCAOB issued a joint statement highlighting continued challenges faced by the U.S.

regulators in their

oversight of financial statement audits of U.S.-listed companies with significant operations in China.

On April 21, 2020, SEC Chairman

Jay Clayton and PCAOB Chairman William D.

Duhnke III, along with other senior SEC staff, released a joint statement highlighting the

risks associated with investing in companies based in or have substantial operations in emerging markets including China, reiterating

past SEC and PCAOB statements on matters including the difficulty associated with inspecting accounting firms and audit work papers in

China and higher risks of fraud in emerging markets and the difficulty of bringing and enforcing SEC, Department of Justice and other

regulatory actions, including in instances of fraud, in emerging markets generally.

May 20, 2020, the U.S.

Senate passed the Holding Foreign Companies Accountable Act (“HFCAA”) requiring a foreign company

to certify it is not owned or controlled by a foreign government if the PCAOB is unable to audit specified reports because the company

uses a foreign auditor not subject to PCAOB inspection.

If the PCAOB is unable to inspect the company’s auditors for three consecutive

years, the issuer’s securities are prohibited to trade on a national exchange.

On December 2, 2020, the U.S.

House of Representatives

approved the HFCAA.

On December 18, 2020, the HFCAA Act was signed into law.

On June 22, 2021, the U.S.

Senate passed a bill which, if

passed by the U.S.

House of Representatives and signed into law, would reduce the number of consecutive non-inspection years required

for triggering the prohibitions under the HFCAA from three years to two.

March 24, 2021, the SEC announced that it had adopted interim final amendments to implement congressionally mandated submission and disclosure

requirements of the Act.

The interim final amendments will apply to registrants that the SEC identifies as having filed an annual report

on Forms 10-K, 20-F, 40-F or N-CSR with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction

and that the PCAOB has determined it is unable to inspect or investigate completely because of a position taken by an authority in that

jurisdiction.

The SEC will implement a process for identifying such a registrant and any such identified registrant will be required

to submit documentation to the SEC establishing that it is not owned or controlled by a governmental entity in that foreign jurisdiction

and will also require disclosure in the registrant’s annual report regarding the audit arrangements of, and governmental influence

on, such a registrant.

May 21, 2021, NASDAQ filed three proposals with the SEC to (i) apply minimum offering size requirement for companies primarily operating

in a “Restrictive Market”, (ii) prohibit Restrictive Market companies from directly listing on NASDAQ Capital Market, and

only permit them to list on NASDAQ Global Select or NASDAQ Global Market in connection with a direct listing and (iii) apply additional

and more stringent criteria to an applicant or listed company based on the qualifications of the company’s auditors.

December 2, 2021, the SEC adopted amendments to finalize rules implementing the submission and disclosure requirements in the HFCAA.

The rules apply to registrants the SEC identifies as having filed an annual report with an audit report issued by a registered public

accounting firm that is located in a foreign jurisdiction and that the Public Company Accounting Oversight Board (“PCAOB”)

is unable to inspect or investigate (“Commission-Identified Issuers”).

The final amendments require Commission-Identified

Issuers to submit documentation to the SEC establishing that, if true, it is not owned or controlled by a governmental entity in the

public accounting firm’s foreign jurisdiction.

The amendments also require that a Commission-Identified Issuer that is a “foreign

issuer,” as defined in Exchange Act Rule 3b-4, provide certain additional disclosures in its annual report for itself and any of

its consolidated foreign operating entities.

Further, the release provides notice regarding the procedures the SEC has established to

identify issuers and to impose trading prohibitions on the securities of certain Commission-Identified Issuers, as required by the HFCAA.

SEC will identify Commission-Identified Issuers for fiscal years beginning after December 18, 2020.

A Commission-Identified Issuer will

be required to comply with the submission and disclosure requirements in the annual report for each year in which it was identified.

If a registrant is identified as a Commission-Identified Issuer based on its annual report for the fiscal year ended December 31, 2021,

the registrant will be required to comply with the submission or disclosure requirements in its annual report filing covering the fiscal

year ended December 31, 2022.

recent developments could add uncertainties to our offering and we cannot assure you whether NASDAQ or regulatory authorities would apply

additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality

control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to

the audit of our financial statements.

remains unclear what further actions the SEC, the PCAOB or NASDAQ will take to address these issues and what impact those actions will

companies that have significant operations in the PRC and have securities listed on a U.S.

stock exchange (including a national

securities exchange or over-the-counter stock market).

In addition, the March 2021 interim final amendments and any additional actions,

proceedings, or new rules resulting from these efforts to increase U.S.

regulatory access to audit information could create some uncertainty

for investors, the market price of our ordinary shares could be adversely affected, and we could be delisted if we and our auditor are

unable to meet the PCAOB inspection requirement or being required to engage a new audit firm, which would require significant expense

and management time.

a result of these scrutiny, criticism and negative publicity, the publicly traded stock of many U.S.

listed Chinese companies sharply

decreased in value and, in some cases, has become virtually worthless.

Many of these companies are now subject to shareholder lawsuits

and SEC enforcement actions and are conducting internal and external investigations into the allegations.

It is not clear what effect

this sector-wide scrutiny, criticism and negative publicity will have on us, our future offerings, business and our share price.

become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend significant

resources to investigate such allegations and/or defend our Company.

This situation will be costly and time consuming and distract our

management from developing our growth.

If such allegations are not proven to be groundless, we and our business operations will be severely

affected and you could sustain a significant decline in the value of our shares.

may apply additional and more stringent criteria for our continued listing.

Listing Rule 5101 provides NASDAQ with broad discretionary authority over the continued listing of securities in NASDAQ and NASDAQ may

use such discretion to deny apply additional or more stringent criteria for the continued listing of particular securities, or suspend

or delist particular securities based on any event, condition, or circumstance that exists or occurs that makes continued listing of

the securities on NASDAQ inadvisable or unwarranted in the opinion of NASDAQ, even though the securities meet all enumerated criteria

for continued listing on NASDAQ.

In addition, NASDAQ has used its discretion to deny continued listing or to apply additional and more

stringent criteria in the instances, including but not limited to where the company engaged an auditor that has not been subject to an

inspection by PCAOB, an auditor that PCAOB cannot inspect, or an auditor that has not demonstrated sufficient resources, geographic reach,

or experience to adequately perform the company’s audit.

For the aforementioned concerns, we may be subject to the additional and

more stringent criteria of NASDAQ for our continued listing.

current tension in international trade, particularly with regard to U.S.

and China trade policies, may adversely impact our business,

financial condition, and results of operations.

cross-border business may not be an area of our focus, if we plan to expand our business internationally in the future, any unfavorable

government policies on international trade, such as capital controls or tariffs, may affect the demand for our services, impact our competitive

position, or prevent us from being able to conduct business in certain countries.

If any new tariffs, legislation, or regulations are

implemented, or if existing trade agreements are renegotiated, such changes could adversely affect our business, financial condition,

and results of operations.

Recently, there have been heightened tensions in international economic relations, such as the one between

the United States and China.

government has recently imposed, and has recently proposed to impose additional, new,

or higher tariffs on certain products imported from China to penalize China for what it characterizes as unfair trade practices.

has responded by imposing, and proposing to impose additional, new, or higher tariffs on certain products imported from the United States.

Following mutual retaliatory actions for months, on January 15, 2020, the United States and China entered into the Economic

and Trade Agreement Between the United States of America and the People’s Republic of China as a phase one trade deal, effective

on February 14, 2020.

the direct impact of the current international trade tension, and any escalation of such tension, on the industries in which we operate

is uncertain, the negative impact on general, economic, political and social conditions may adversely impact our business, financial

condition and results of operations.

Hong Kong legal system embodies uncertainties which could limit the legal protections available to the Company.

Kong is a Special Administrative Region of the PRC and enjoys a high degree of autonomy under the “one country, two systems”

The Hong Kong Special Administrative Region’s constitutional document, the Basic Law, ensures that the current political

situation will remain in effect for 50 years.

Hong Kong has enjoyed the freedom to function in a high degree of autonomy for its affairs,

including currencies, immigration and custom, independent judiciary system and parliamentary system.

However, we are not in any position

to guarantee the implementation of the “one country, two systems” principle and the level of autonomy as currently in place

at the moment.

Any changes in the state of political environment in Hong Kong may materially and adversely affect our business and operation.

Additionally, intellectual property rights and confidentiality protections in Hong Kong may not be as effective as in the United States

or other countries.

These uncertainties could limit the legal protections available to us, including our ability to enforce our agreements

with our clients

Related to our Common Stock

failure to meet the continued listing requirements of Nasdaq could result in the de-listing of our Common Stock.

November 29, 2019, we received a letter from Nasdaq which stated that, based upon the closing bid price of our Common Stock

for the last 30 consecutive business days, we no longer met the requirement set forth in NASDAQ Rule 5450(a)(1), which requires

listed securities to maintain a minimum bid price of $1 per share (the “Minimum Bid Price Rule”).

In accordance with

NASDAQ Rule 5810(c)(3)(A), we have been provided with a period of 180 calendar days, or until May 27, 2020, to regain compliance

with the Minimum Bid Price Rule.

If we fail to satisfy the continued listing requirements of Nasdaq, including the minimum closing

bid price requirement, Nasdaq may take steps to delist our Common Stock.

Such a delisting would likely have a negative

effect on the price of our Common Stock and would impair your ability to sell or purchase our Common Stock when

you wish to do so.

May 27, 2020, we regained compliance with the Minimum Bid Price Rule to maintain the bid price of our Common Stock closes

at $1.00 per share or more for a minimum of 10 consecutive business days.

sales of substantial amounts of the shares of Common Stock by existing shareholders could adversely affect the price of

our Common Stock.

January 3, 2022, we received notice from The NASDAQ Stock Market (“Nasdaq”) that, because the closing bid price for our

common stock has fallen below $1.00 per share for 30 consecutive business days, we no longer comply with the minimum bid price

requirement for continued listing on the Nasdaq Capital Market pursuant to the Nasdaq Listing Rule 5550(a)(2).

However the Nasdaq

Listing Rules also provide us a compliance period of 180 calendar days (i.e.

by July 5, 2022) in which to regain

If we fail to satisfy the continued

listing requirements of Nasdaq, including the minimum closing bid price requirement, Nasdaq may take steps to delist our Common

Such a delisting would likely have a negative effect on the price of our Common Stock and would impair your ability to sell

or purchase our Common Stock when you wish to do so.

Company is considering actions that it may take in response to this notification to regain compliance with the continued listing requirements,

but no decisions about a response have been made as of the date of this report.

sales of substantial amounts of the shares of Common Stock by existing shareholders could adversely affect the price of our Common Stock.

our existing shareholders sell substantial amounts of the shares, then the market price of our Common Stock could fall.

Such sales by our existing shareholders might make it more difficult for us to issue new equity or equity-related securities in

the future at a time and place we deem appropriate.

If any existing shareholders sell substantial amounts of shares, the prevailing

market price for our shares could be adversely affected.

Such sales by

our existing shareholders might make it more difficult for us to issue new equity or equity-related securities in the future at a time

and place we deem appropriate.

If any existing shareholders sell substantial amounts of shares, the prevailing market price for our shares

could be adversely affected.

market price of our shares is likely to be highly volatile and subject to wide fluctuations in response to factors such as:

7 unchanged sentences

operating and stock price performance of other companies, other industries and other events or factors beyond our control.

addition, the securities markets have from time to time experienced significant price and volume fluctuations that are not related

to the operating performance of certain companies.

These market fluctuations may also materially and adversely affect the market

price of the shares.

addition, the securities markets have from time to time experienced significant price and volume fluctuations that are not related to

the operating performance of certain companies.

These market fluctuations may also materially and adversely affect the market price of

case that our shares trade under $5.00 per share they will be considered penny stock.

Trading in penny stocks has many restrictions

and these restrictions could severely affect the price and liquidity of our shares.

our stock trades below $5.00 per share, our stock would be known as a “penny stock”, which is subject to various regulations

Trading in penny stocks has many restrictions and

these restrictions could severely affect the price and liquidity of our shares.

our stock trades below $5.00 per share, our stock would be known as a “penny stock”, which is subject to various regulations

involving disclosures to be given to you prior to the purchase of any penny stock.

Securities and Exchange Commission

(the “SEC”) has adopted regulations which generally define a “penny stock”

to be any equity security that

has a market price of less than $5.00 per share, subject to certain exceptions.

Depending on market fluctuations, our Common

Stock would be considered as a “penny stock”.

A penny stock is subject to rules that impose additional sales practice

requirements on broker/dealers who sell these securities to persons other than established Members and accredited investors.

transactions covered by these rules, the broker/dealer must make a special suitability determination for the purchase of these

In addition, he must receive the purchaser’s written consent to the transaction prior to the purchase.

also provide certain written disclosures to the purchaser.

Consequently, the “penny stock”

rules may restrict the

ability of broker/dealers to sell our securities and may negatively affect the ability of holders of shares of our Common Stock

to resell them.

These disclosures require you to acknowledge that you understand the risks associated with buying penny stocks

and that you can absorb the loss of your entire investment.

Penny stocks are low priced securities that do not have a very high

trading volume.

Consequently, the price of the stocks is often volatile, and you may not be able to buy or sell the stock when

Securities and Exchange Commission (the “SEC”)

has adopted regulations which generally define a “penny stock” to be any equity security that has a market price of less

than $5.00 per share, subject to certain exceptions.

Depending on market fluctuations, our Common Stock would be considered as a “penny

A penny stock is subject to rules that impose additional sales practice requirements on broker/dealers who sell these securities

to persons other than established Members and accredited investors.

For transactions covered by these rules, the broker/dealer must make

a special suitability determination for the purchase of these securities.

In addition, he must receive the purchaser’s written

consent to the transaction prior to the purchase.

He must also provide certain written disclosures to the purchaser.

Consequently, the

“penny stock” rules may restrict the ability of broker/dealers to sell our securities and may negatively affect the ability

of holders of shares of our Common Stock to resell them.

These disclosures require you to acknowledge that you understand the risks associated

with buying penny stocks and that you can absorb the loss of your entire investment.

Penny stocks are low priced securities that do not

have a very high trading volume.

Consequently, the price of the stocks is often volatile, and you may not be able to buy or sell the

stock when you want to.

do not anticipate paying cash dividends on our Common Stock in the foreseeable future.

do not anticipate paying cash dividends in the foreseeable future.

Presently, we intend to retain all our earnings, if any, to

finance development and expansion of our business.

Consequently, your only opportunity to achieve a positive return on your investment

in us will be if the market price of our Common Stock appreciates.

Presently, we intend to retain all our earnings, if any, to finance

development and expansion of our business.

Consequently, your only opportunity to achieve a positive return on your investment in us

will be if the market price of our Common Stock appreciates.

our Chief Executive Officer, Mr.

Lee Chong Kuang, and our Chief Financial Officer, Mr.

Loke Che Chan Gilbert own a large percentage of

our outstanding stock and could significantly influence the outcome of our corporate matters.

Lee Chong Kuang, our CEO, beneficially owns 22.10% of our outstanding shares of Common Stock, and Mr.

Loke Che Chan Gilbert, our CFO,

beneficially owns 13.54% of our outstanding shares of Common Stock.

As a result, Messrs.

Lee and Loke are collectively able

to exercise significant influence over all matters that require us to obtain shareholder approval, including the election of directors

to our board and approval of significant corporate transactions that we may consider, such as a merger or other sale of our company or

This concentration of ownership in our shares by executive officers will limit the other shareholders’ ability to influence

corporate matters and may have the effect of delaying or preventing a third party from acquiring control over us.

UNRESOLVED STAFF COMMENTS

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