What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2023-03-31 compared with 2022-03-29 · 455 added, 180 removed, 652 unchanged (49% of the section changed)

18 unchanged sentences

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.

2020 and the first half of 2021.

Total revenue for fiscal year 2022 was $$ 3,673,997 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

increase year over 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.

21 unchanged sentences

were incorporated in Nevada in July 2013.

For the year ended December 31, 2021 and 2020, we have generated $2,949,780 and $2,254,811,

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:

For the years ended December 31, 2022, and 2021, we generated revenues of $3,673,997 and $2,949,780

and incurred net losses of $6,262,188 and $14,363,232, 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:

ability to market our product and services;

2 unchanged sentences

are not currently profitable and may not become profitable.

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.

of December 31, 2022, we recorded a negative cash flow of $2,402,769 in operating activities.

We incurred an operating loss of $1,518,503

and a net loss of $6,262,188 for the year ended December 31, 2022.

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.

Our failure 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, 2022, the Company incurred a net loss of $6,262,188 and used cash in operating activities of $2,402,769.

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

In addition, the Company’s independent registered public accounting firm, in their report on the Company’s December 31, 2022,

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.

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.

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 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.

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

196 unchanged sentences

control leverage ratios.

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

The Cyberspace Administration of China (“CAC”) has also opened a cyber-security 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

20 unchanged sentences

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

significant oversight and discretion over the conduct of our Hong Kong and PRC subsidiaries’ 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

8 unchanged sentences

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

and/or the value of the Company’s 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 (“HFCAA”) if the PCAOB is unable to inspect our

auditors for three consecutive years beginning in 2021.

5 unchanged sentences

and adversely affect the value of your investment.

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

Foreign Companies Accountable Act (“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.

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 the company’s shares from being traded on a national securities

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

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

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 is assessing how to implement other requirements of the HFCAA, including

the listing and trading prohibition requirements described above.

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

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 years.

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

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”).

5 unchanged sentences

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

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.

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.

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.

16, 2021, PCAOB announced the PCAOB HFCAA determinations (the “PCAOB determinations”) relating to the PCAOB’s inability

to inspect or investigate completely registered public accounting firms headquartered in mainland China of the PRC or Hong Kong, a Special

Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in the PRC or Hong Kong.

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

and is the independent registered

public accounting firm that issued the audit reports included in this annual report, 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 standards.

We are not aware of any reasons to believe

or conclude that Centurion, would not permit an inspection by PCAOB or may not be subject to such inspection.

Centurion is 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.

26, 2022, the PCAOB announced that it had signed a Statement of Protocol (the “SOP”) with the China Securities Regulatory

Commission and the Ministry of Finance of China.

The SOP, together with two protocol agreements governing inspections and investigations

(together, the “SOP Agreement”), establishes a specific, accountable framework to make possible complete inspections and investigations

by the PCAOB of audit firms based in mainland China and Hong Kong, as required under U.S.

The SOP Agreement remains unpublished and

is subject to further explanation and implementation.

Pursuant to the fact sheet with respect to the SOP Agreement disclosed by the SEC,

the PCAOB shall have sole discretion to select any audit firms for inspection or investigation and the PCAOB inspectors and investigators

shall have a right to see all audit documentation without redaction.

According to the PCAOB, its December 2021 determinations under the

HFCAA remain in effect.

The PCAOB is required to reassess these determinations by the end of 2022.

Under the PCAOB’s rules, a reassessment

of a determination under the HFCAA may result in the PCAOB reaffirming, modifying or vacating the PCACOB determinations.

However, if the

PCAOB continues to be prohibited from conducting complete inspections and investigations of PCAOB-registered public accounting firms in

mainland China and Hong Kong, the PCAOB is likely to determine by the end of 2022 that positions taken by authorities in the PRC obstructed

its ability to inspect and investigate registered public accounting firms in mainland China and Hong Kong completely, then the companies

audited by those registered public accounting firms would be subject to a trading prohibition on U.S.

markets pursuant to the HFCAA.

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.

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

Some of the concepts of these recommendations were implemented with the enactment of the HFCAA.

However, some of the recommendations were

more stringent than the HFCAA.

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.

The SEC had announced that

the SEC staff was preparing a consolidated proposal for the rules regarding the implementation of the HFCAA and to address the recommendations

in the PWG report.

The implications of possible additional regulation in addition to the requirements of the HFCAA and what was recently

adopted on December 2, 2021 are uncertain.

Such uncertainty could cause the market price of our shares of common stock 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

69 unchanged sentences

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,

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

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

8 unchanged sentences

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

The PRC Cybersecurity Law which was promulgated

The PRC Cyber Security 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

1 unchanged sentence

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

to the Cyber Security 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 cyber-security review

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

1 unchanged sentence

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.

operator, they would be required to follow cyber security 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.

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

or delay in the completion of the cyber security 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 cyber security review procedures.

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

security 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

11 unchanged sentences

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

addition, on July 10, 2021, the Cyberspace Administration of China issued the Measures for Cyber Security Review (Revision Draft for

Comments) for public comments, which proposes to authorize the relevant government authorities to conduct cyber security 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 security.

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

3 unchanged sentences

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

of China under the Measures for Cyber Security 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.

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

Security 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 Cyber Security Law, the PRC National Security Law and the Data Security Law will be implemented and interpreted

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.

103 unchanged sentences

on, such a registrant.

On June 22, 2021, the U.S.

passed Accelerating Holding Foreign Companies Accountable Act, and on December 29, 2022, legislation entitled “Consolidated Appropriations

Act, 2023” (the “Consolidated Appropriations Act”) was signed into law by President Biden, which contained, among other

things, an identical provision to the Accelerating Holding Foreign Companies Accountable Act and amended the HFCAA by requiring the SEC

to prohibit an issuer’s securities from trading on any U.S.

stock exchanges if its auditor is not subject to PCAOB inspections for

two consecutive years instead of three, thus reducing the time period for triggering the prohibition on trading.

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

20 unchanged sentences

year ended December 31, 2023.

16, 2021, PCAOB announced the PCAOB HFCAA determinations (the “PCAOB determinations”) relating to the PCAOB’s inability

to inspect or investigate completely registered public accounting firms headquartered in mainland China of the PRC or Hong Kong, a Special

Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in the PRC or Hong Kong.

26, 2022, the PCAOB announced that it had signed a Statement of Protocol (the “SOP”) with the China Securities Regulatory

Commission and the Ministry of Finance of China.

The SOP, together with two protocol agreements governing inspections and investigations

(together, the “SOP Agreement”), establishes a specific, accountable framework to make possible complete inspections and investigations

by the PCAOB of audit firms based in mainland China and Hong Kong, as required under U.S.

The SOP Agreement remains unpublished and

is subject to further explanation and implementation.

Pursuant to the fact sheet with respect to the SOP Agreement disclosed by the SEC,

the PCAOB shall have sole discretion to select any audit firms for inspection or investigation and the PCAOB inspectors and investigators

shall have a right to see all audit documentation without redaction.

According to the PCAOB, its December 2021 determinations under the

HFCAA remain in effect.

The PCAOB is required to reassess these determinations by the end of 2022.

Under the PCAOB’s rules, a reassessment

of a determination under the HFCAA may result in the PCAOB reaffirming, modifying or vacating the PCACOB determinations.

However, if the

PCAOB continues to be prohibited from conducting complete inspections and investigations of PCAOB-registered public accounting firms in

mainland China and Hong Kong, the PCAOB is likely to determine by the end of 2022 that positions taken by authorities in the PRC obstructed

its ability to inspect and investigate registered public accounting firms in mainland China and Hong Kong completely, then the companies

audited by those registered public accounting firms would be subject to a trading prohibition on U.S.

markets pursuant to the HFCAA.

15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting

firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary.

However, should PRC

authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB Board will consider the need to

issue a new determination.

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.

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

and is the independent registered

public accounting firm that issued the audit reports included in this annual report, 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 standards.

We are not aware of any reasons to believe

or conclude that Centurion, would not permit an inspection by PCAOB or may not be subject to such inspection.

Centurion is 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.

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

2 unchanged sentences

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

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

will have on U.S.

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.

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 shares of common stock 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.

34 unchanged sentences

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.

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.

China has responded

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

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

15 unchanged sentences

with our clients.

The Standing Committee

of the National People’s Congress (“SCNPC”) or PRC regulatory authorities may in the future promulgate laws, regulations

or implementing rules that require us or our subsidiaries to obtain regulatory approval from Chinese authorities before or after listing

We are subject

to certain legal and operational risks associated with being based in China.

PRC laws and regulations governing our current business operations

are sometimes vague and uncertain, and as a result these risks may result in material changes in the operations of our China subsidiaries,

significant depreciation of the value of our shares, or a complete hindrance of our ability to offer or continue to offer our securities

to investors.

Recently, the PRC government adopted a series of regulatory actions and issued statements to regulate business operations

in China, including those related to variable interest entities, data security, and anti-monopoly concerns.

As of the date of this report,

we and our subsidiaries have not been involved in any investigations on cybersecurity review initiated by any PRC regulatory authority,

nor has any of them received any inquiry, notice or sanction.

8, 2006, six Governmental Agencies, namely, the Ministry of Commerce, the State Assets Supervision and Administration Commission, the

State Administration for Taxation, the State Administration for Industry and Commerce, the CSRC and the SAFE, jointly adopted the Regulations

on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, which became effective on September 8,

2006 and were amended on June 22, 2009.

The M&A Rules require that among other things, that the Ministry of Commerce, or MOFCOM, be

notified in advance of any change of control transaction in which a foreign investor acquires control of a PRC domestic enterprise and

involves following circumstances:

(i) any important industry is concerned;

(ii) such transaction involves factors that impact or may impact

national economic security;

or (iii) such transaction will lead to a change of control of a domestic enterprise which holds a famous trademark

or PRC time-honored brand.

The M&A Rules also requires offshore special purpose vehicles that are controlled by PRC companies or individuals

and that have been formed for overseas listing purposes through acquisitions of PRC domestic interest held by such PRC companies or individuals,

to obtain the approval of CSRC prior to publicly listing their securities on an overseas stock exchange.

30, 2019, the Ministry of Commerce and the State Administration of Market Supervision and Administration issued the “Foreign Investment

Information Reporting Measures” (hereinafter referred to as the “Reporting Measures”), which took effect on January 1,

The “Reporting Measures” clearly states that foreign investors who directly or indirectly conduct investment activities

in China should submit investment information to the commercial authorities by foreign investors or foreign-invested enterprises in accordance

with these Measures.

If there is any change in the information of investors and their actual controllers, investment transaction information,

and other information, they should report to the relevant authorities.

17, 2023, the China Securities Regulatory Commission issued the Notice on Filing Management Arrangements for Overseas Issuance and Listing

of Domestic Enterprises” (hereinafter referred to as the “Arrangements for Overseas Listing of Domestic Enterprises”).

It clearly states that foreign investors who acquire control of domestic enterprises in China and are listed overseas as issuers are recognized

as “domestic enterprises listed overseas” must comply with laws, administrative regulations, and relevant national regulations

on foreign investment, state-owned asset management, industry supervision, and overseas investment, and accept the management and supervision

of the China Securities Regulatory Commission.

the current PRC laws and regulations, we do not expect that we will trigger MOFCOM pre-notification under the above-mentioned circumstances

or any review by other PRC government authorities.

However, the application of the M&A Rules remains unclear.

If CSRC approval is

required, it is uncertain whether it would be possible for us to obtain the approval, and any failure to obtain or delay in obtaining

CSRC approval would subject us to sanctions imposed by the CSRC and other PRC regulatory agencies.

According to our PRC counsel, Chiu

Sui Wun Grace from Guangdong Qianhai Sun Law Firm, based on her understanding of the current PRC laws, rules and regulations that the

CSRC’s approval under the M&A Rules may not be required for our continued listing on Nasdaq, given that:

we did not establish our mainland China subsidiaries through merger with or acquisition of PRC domestic companies as defined in the M&A

Rules, and (ii) our mainland China subsidiaries through merger with or acquisition of PRC domestic companies do not involve following

circumstances of “any important industry is concerned, or such transaction involves factors that impact or may impact national economic

or such transaction will lead to a change of control of a domestic enterprise which holds a famous trademark or PRC time-honored

However, according to the

“Arrangement for Overseas Listing of Domestic Enterprises” issued by the China Securities Regulatory Commission on February

17, 2023, it is clearly stipulated that if a foreign investor acquires control of a domestic enterprise and is listed overseas as an

issuer, and the issuer simultaneously meets the following conditions, it will be recognized as an indirect overseas listing of a domestic

enterprise and subject to the supervision and management of the China Securities Regulatory Commission:

(1) The operating income, total

profit, total assets, or net assets of the domestic enterprise in the most recent accounting year, the ratio of any indicator of total

profit, total assets, or net assets , whichever to the issuer’s audited consolidated financial statements for the same period exceeds

(2) The main business activities are carried out in China or the main premises are located in China, or the majority of senior management

personnel responsible for business management are Chinese citizens or have their habitual residence in China.

Since the implementation

date of the “Management Trial Measures”, a domestic enterprise that falls within the scope of filing and has been issued

and listed overseas or meets the following conditions is a stock enterprise:

Before the implementation date of the “Management Trial Measures”, the application for indirect overseas issuance and listing has been approved by an overseas regulatory authority

or an overseas stock exchange (such as the Hong Kong market has passed the hearing, the United States market has agreed to register and

take effect, etc.), and there is no need to re fulfill the regulatory procedures for the issuance and listing of overseas regulatory

agencies or overseas stock exchanges (such as a re-hearing in the Hong Kong market, etc.), and complete the overseas issuance and listing

before September 30, 2023.

Stock enterprises do not require immediate filing, and subsequent filing matters such as refinancing should

be filed as required.

Therefore, if we are identified by the China Securities Regulatory Commission as to the situation of “indirect

overseas listing”, we should go through relevant filing procedures with the China Securities Regulatory Commission as required

when subsequent filing matters such as refinancing are involved,

according to the “Reporting Measures” issued by the Ministry of Commerce and the State Administration of Market Supervision

and Administration on December 30, 2019, our previous listing on NASDAQ may be identified as a change in circumstances such as investors

and should be reported to the relevant competent authorities in accordance with the “Reporting Measures”.

our PRC counsel has further advised us that there remains some uncertainty as to how the M&A Rules will be interpreted or implemented

in the context of an overseas listing and its opinions summarized above are subject to any new laws, rules and regulations or detailed

implementations and interpretations in any form relating to the M&A Rules.

We cannot assure you that relevant PRC government agencies,

including the CSRC, would reach the same conclusion as we do.

the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued

the “Opinions on Severely Cracking Down on Illegal Securities Activities According to Law,” or the Opinions, which were made

available to the public on July 6, 2021.

The Opinions emphasized the need to strengthen the administration over illegal securities activities,

and the need to strengthen the supervision over overseas listings by Chinese companies.

Effective measures, such as promoting the construction

of relevant regulatory systems will be taken to deal with the risks and incidents of China-concept overseas listed companies, and cybersecurity

and data privacy protection requirements and similar matters.

On July 10, 2021, the Cyberspace Administration of China issued a revised

draft of the Measures for Cybersecurity Review for public comments, which require, among others, in addition to any “operator of

critical information infrastructure,” any “data processor” controlling personal information of no less than one million

users which seeks to list in a foreign stock exchange should also be subject to cybersecurity review.

Later on December 28, 2021, the

Measures for Cybersecurity Review (2021 version) were promulgated and became effective on February 15, 2022, which provide that any “online

platform operators” controlling personal information of more than one million users which seeks to list in a foreign stock exchange

should also be subject to cybersecurity review.

The Measures for Cybersecurity Review (2021 version) further elaborated the factors to

be considered when assessing the national security risks of the relevant activities.

On November 14, 2021, the Cyberspace Administration

of China published the Network Internet Data Protection Draft Regulations (draft for comments), which reiterates that data handlers that

process the personal information of more than one million users listing in a foreign country should apply for a cybersecurity review.

We do not believe we are among the “operator of critical information infrastructure”, “data processor”, “online

platform operators” or “data handler” as mentioned above, however, the Measures for Cybersecurity Review (2021 version)

were newly adopted and the Network Internet Data Protection Draft Regulations (draft for comments) is in the process of being formulated

and it is unclear on how they will be interpreted, amended and implemented by the relevant PRC governmental authorities.

17, 2023, the CSRC released the Trial Measures and five supporting guidelines, which will come into effect on March 31, 2023 and if enacted,

may subject us to additional compliance requirement in the future.

See “Risk Factors - Risks Related to Our Corporate Structure

- The Opinions recently issued by the General Office of the Central Committee of the Communist Party of China and the General Office of

the State Council, and the New Overseas Listing Rules promulgated by the CSRC may subject us to additional compliance requirements in

for Cybersecurity Review (2021 version) was newly adopted, the Network Internet Data Protection Draft Regulations (draft for comments)

is in the process of being formulated and the Opinions remain unclear on how they will be interpreted, amended and implemented by the

relevant PRC governmental authorities.

Thus, substantial uncertainties exist with respect to its interpretation and implementation regarding

such laws and regulations.

Furthermore, if we are required by the Trial Measures to complete the filing procedures with the CSRC in connection

with our listing, we cannot assure you that we will be able to complete such filings in a timely manner, or at all, in the future.

failure by us to comply with such filing procedures could impact our operations materially and adversely, and significantly limit or completely

hinder our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline

or be worthless.

we and our subsidiaries, and our investors may face uncertainty about future actions by the government of China that could significantly

affect our financial performance and operations.

We cannot assure you that the PRC government will not initiate possible governmental

actions or scrutiny to us, which could substantially affect our operation and the value of our shares may depreciate quickly.

date of this report, neither our Company nor any of our subsidiaries have received nor was denied permission from Chinese authorities

to list on U.S.

exchanges under the PRC laws and regulations currently in effect.

However, there is no guarantee that our Company or our

subsidiaries will receive, or not be denied, permission from Chinese authorities to list on U.S.

exchanges in the future.

economic, political and social conditions, as well as interventions and influences of any government policies, laws and regulations are

uncertain and could have a material adverse effect on our business.

The Opinions recently

issued by the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council and

the New Overseas Listing Rules promulgated by the CSRC may subject us to additional compliance requirements in the future.

17, 2023, with the approval of the State Council, the CSRC released the Trial Measures and five supporting guidelines, which will come

into effect on March 31, 2023.

According to the Trial Measures, (1) domestic companies that seek to offer or list securities overseas,

both directly and indirectly, should fulfill the filing procedures and report relevant information to the CSRC;

if a domestic company

fails to complete the filing procedures or conceals any material fact or falsifies any major content in its filing documents, such domestic

company may be subject to administrative penalties, such as order to rectify, warnings, fines, and its controlling shareholders, actual

controllers, the person directly in charge and other directly liable persons may also be subject to administrative penalties, such as

warnings and fines;

(2) if the issuer meets both of the following conditions, the overseas offering and listing shall be determined as

an indirect overseas offering and listing by a domestic company:

(i) any of the total assets, net assets, revenues or profits of the domestic

operating entities of the issuer in the most recent accounting year accounts for more than 50% of the corresponding figure in the issuer’s

audited consolidated financial statements for the same period;

(ii) its major operational activities are carried out in China or its main

places of business are located in China, or the senior managers in charge of operation and management of the issuer are mostly Chinese

citizens or are domiciled in China;

and (3) where a domestic company seeks to indirectly offer and list securities in an overseas market,

the issuer shall designate a major domestic operating entity responsible for all filing procedures with the CSRC, and where an issuer

makes an application for an initial public offering in an overseas market, the issuer shall submit filings with the CSRC within three

business days after such application is submitted.

On the same day, the CSRC also held a press conference for the release of the Trial

Measures and issued the Notice on Administration for the Filing of Overseas Offering and Listing by Domestic Companies, which, among others,

clarifies that (1) on or prior to the effective date of the Trial Measures, domestic companies that have already submitted valid applications

for overseas offering and listing but have not obtained approval from overseas regulatory authorities or stock exchanges may reasonably

arrange the timing for submitting their filing applications with the CSRC, and must complete the filing before the completion of their

overseas offering and listing;

(2) a six-month transition period will be granted to domestic companies which, prior to the effective date

of the Trial Measures, have already obtained the approval from overseas regulatory authorities or stock exchanges, but have not completed

the indirect overseas listing;

if domestic companies fail to complete the overseas listing within such six-month transition period, they

shall file with the CSRC according to the requirements;

and (3) the CSRC will solicit opinions from relevant regulatory authorities and

complete the filing of the overseas listing of companies with contractual arrangements which duly meet the compliance requirements, and

support the development and growth of these companies.

2, 2022, the CSRC published the Draft Archives Rules.

In the overseas listing activities of domestic companies, domestic companies, as

well as securities companies and securities service institutions providing relevant securities services thereof, should establish a sound

system of confidentiality and archival work, shall not disclose state secrets, or harm the state and public interests.

Where a domestic

company provides or publicly discloses to the relevant securities companies, securities service institutions, overseas regulatory authorities

and other entities and individuals, or provides or publicly discloses through its overseas listing entity, any document or material involving

any state secret or any work secret of any governmental agency, it shall report to the competent authority for approval in accordance

with the law, and submit to the secrecy administration department for filing.

Domestic companies shall not provide accounting records

to an overseas accounting firm that has not performed the corresponding procedures.

Securities companies and securities service organizations

shall comply with the confidentiality and archive management requirements, and keep the documents and materials properly.

Securities companies

and securities service institutions that provide domestic enterprises with relevant securities services for overseas issuance and listing

of securities shall keep such archives they compile within the territory of the PRC and shall not transfer such archives to overseas institutions

or individuals, by any means, such as carrying, shipping or through any other information technologies, without the approval of the relevant

competent authorities.

If the archives or duplicates of such archives are of important value to the state and society and needed to be

taken abroad, approval shall be obtained in accordance with relevant provisions.

The Trial Measures, and the Draft Archives Rules if enacted, may subject

us to additional compliance requirements in the future, and we cannot assure you that we will be able to get the clearance of filing procedures

under the Trial Measures on a timely basis, or at all.

Any failure by us to fully comply with new regulatory requirements, including but

limited to the failure to complete the filing procedures with the CSRC if required, may significantly limit or completely hinder our ability

to offer or continue to offer our Ordinary Shares, cause significant disruption to our business operations, and severely damage our reputation,

which would materially and adversely affect our financial condition and results of operations and cause our Ordinary Shares to significantly

decline in value or become worthless.

Related to our Common Stock

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

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

price for the Company’s Common Stock had fallen below $1.00 per share for 30 consecutive business days, the Company no longer complied

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 the Company a compliance period of 180 calendar days (i.e.

by July 5, 2022) in which to

regain compliance.

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.

August 12, 2022, the Company received a notification from the Nasdaq that it had determined that for the last 11 consecutive business

days, from July 28, 2022 to August 11, 2022, the closing bid price of the Company’s Common Stock had been at $1.00 per share or

Accordingly, the Company has regained compliance with Listing Rule 5550(a)(2) and the Nasdaq is treating this matter as now

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

52 unchanged sentences

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.

Lee Chong Kuang, our CEO, beneficially owns approximately 22% of our outstanding shares of Common Stock, and Mr.

Loke Che Chan Gilbert,

our CFO, beneficially owns approximately 18% of our outstanding shares of Common Stock, collectively 40%.

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.

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.

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