What changed in this filing

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Item 1A. Risk Factors

2025-04-09 compared with 2024-03-28 · 847 added, 523 removed, 564 unchanged (71% of the section changed)

6 unchanged sentences

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

2020 and the first half of 2021.

Total revenue for fiscal year 2023 was $3,477,664 compared to $3,673,997 for fiscal year 2022.

of revenue was mainly due to the sale of three units of real estate properties for $840,036 during the year ended December 31, 2022,

but no real estate property was sold during 2023.

We expect revenue from both business service and real estate segments to steadily improve

when the impact of the COVID-19 pandemic becomes contained.

Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably

possible that the virus could have a negative effect on the Company’s financial position and/or ability to consummate any

investment or business expansion plans, the specific impact is not readily determinable as of the date of the financial statements.

financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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 any impact from the spread of COVID-19 or its consequences, including downturns in business

sentiment generally or particularly in our sector.

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

Related to the COVID-19 Pandemic and Other Natural Disasters

may be adversely affected by natural disasters, pandemics, and other catastrophic events, and by human-caused problems such as terrorism,

which could disrupt our business operations, and our business continuity and disaster recovery plans may not adequately protect us from

a serious disaster.

disasters or other catastrophic events may also cause damage or disruption to our operations, international commerce, and the global

economy, and could have an adverse effect on our business, operating results, and financial condition.

Our business operations are subject

to interruption by natural disasters, fire, power shortages, and other events beyond our control.

addition, our global operations expose us to risks associated with public health crises, such as pandemics and epidemics, which could

harm our business and cause our operating results to suffer.

For example, the COVID-19 pandemic and the related precautionary measures

that we adopted in the past resulted in and could in the future result in difficulties or changes to our customer support, or create

operational or other challenges, any of which could adversely affect our business, operating results, and financial condition.

acts of terrorism, labor activism or unrest, and other geopolitical unrest, including ongoing regional conflicts around the world, could

cause disruptions in our business or the businesses of our partners or the economy.

the event of a natural disaster, including a major earthquake, blizzard, hurricane, or a catastrophic event such as a fire, power

loss, or telecommunications failure, we may be unable to continue our operations and may endure system interruptions, reputational

harm, delays in the development of our platform, lengthy interruptions in service, breaches of data security, and loss of critical

data, all of which could have an adverse effect on our future operating results.

do not maintain insurance sufficient to compensate us for the potentially significant losses that could result from disruptions to

our services.

Additionally, all the risks may be further increased if we do not implement a disaster recovery plan or if our

partners’ disaster recovery plans prove to be inadequate.

To the extent natural disasters or other catastrophic events

concurrently impact data centers we rely on in connection with private key restoration, customers will experience significant delays

in withdrawing funds, or in the extreme we may suffer a loss of customer funds.

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.

were incorporated in Nevada in July 2013.

For the years ended December 31, 2023, and 2022, we generated revenues of $3,477,664 and $3,673,997

and incurred an operating loss of $1,503,178 and $1,518,503, 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;

ability to generate revenues;

ability to raise the capital necessary to continue marketing and developing our product.

are not currently profitable and may not become profitable.

of and for the year ended December 31, 2023, we recorded an operating loss of $1,503,178, accumulated deficit of $36,549,095 and a negative

cash flow of $1,594,718 in operating activities.

We expect to incur operating 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.

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.

of and for the year ended December 31, 2024, we recorded a net loss of $725,827, an accumulated deficit of $37,264,379 and a

negative cash flow of $1,360,454 in operating activities.

We expect we may incur operating losses and negative operating cash flows

for the near future, and we may not achieve profitability.

We also expect we may experience negative cash flow for the near future

due to operating losses and capital expenditure.

As a result, we will need to generate significant revenues to achieve and maintain

profitability.

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

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, 2023, the Company recorded an operating loss of $1,503,178 and used cash in operating activities of $1,594,718,

and as of December 31, 2023, we incurred accumulated deficit of $36,549,095.

In addition, the Company’s independent registered

public accounting firm, in their report on the Company’s December 31, 2023, 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.

The financial statements do not

include any adjustments that might be necessary if the Company is unable to continue as a going concern.

the year ended December 31, 2024, the Company recorded a net loss of $725,827 and used cash in operating activities of $1,360,454,

and as of December 31, 2024, we incurred an accumulated deficit of $37,264,379.

In addition, the Company’s independent

registered public accounting firm, in their report on the Company’s December 31, 2024 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.

financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going

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.

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

the Company’s obligations as they become due.

No assurance 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.

operating results are likely to fluctuate significantly in the future due to a variety of factors, many of which we have no control.

operating results are likely to fluctuate significantly in the future due to a variety of factors, most of which we have no control

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

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.

operating results have and will significantly fluctuate, and this will be due to the highly volatile nature of crypto.

to the highly volatile nature of the crypto economy and the prices of crypto assets, our operating results have and will continue to

fluctuate significantly from quarter to quarter in accordance with market sentiments and movements in the broader crypto economy.

operating results will continue to fluctuate significantly because of a variety of factors, many of which are unpredictable and in certain

instances are outside of our control, including:

crypto asset trading activity, including trading volume and the prevailing trading prices for crypto assets, which can be highly

our ability to attract, maintain, grow, and engage our customer and developer base;

changes in the legislative or regulatory environment, or actions by U.S.

or foreign governments or regulators, including fines,

orders, or consent decrees;

regulatory changes or scrutiny that impact our ability to offer certain products or services;

our ability to continue to diversify and grow our subscription and platform service revenue;

our mix of revenue between transactions and subscriptions and services;

pricing for the temporary suspensions of our products and services;

adding crypto assets to or removing them from our platform;

our ability to establish and maintain partnerships, collaborations, joint ventures, or strategic alliances with third

market conditions of, and overall sentiment towards, the crypto economy;

macroeconomic conditions, including interest rates, inflation, and instability in the global banking system;

adverse legal proceedings or regulatory enforcement actions, judgments, settlements, or other legal proceedings, and

enforcement-related costs;

the development and introduction of existing new products and services by us or our competitors;

the amount and timing of our operating expenses related to the maintenance and expansion of our business and operations, including

investments we make in the development of products and services, as well as technology offered to our developers, international

expansion, and sales and marketing;

system failures, outages or interruptions, including with respect to our platform and third-party crypto networks;

our lack of control over decentralized or third-party blockchains and networks that may experience downtime, cyberattacks, critical

failures, errors, bugs, corrupted files, data losses, or other similar software failures, outages, breaches and losses;

breaches of security or privacy;

inaccessibility of our platform due to our third-party actions;

our ability to attract and retain talent;

our ability to compete with our competitors.

a result of these factors, it is difficult for us to forecast growth trends accurately and our business and prospects are difficult to

evaluate, particularly in the short term.

Our subscription and platform service revenue has grown over time, with digital revenue received

in connection with crypto assets becoming a more meaningful revenue contributor.

Therefore, our operating results could fluctuate significantly

because of changes in the demand for our subscription and service offerings, in the demand for crypto assets, in the balance of crypto

assets on our platform, in interest rates, and in our ongoing relationships with third parties.

view of the rapidly evolving nature of our business and the crypto economy, period-to-period comparisons of our operating results may

not be meaningful, and you should not rely upon them as an indication of future performance.

Quarterly and annual expenses reflected

in our financial statements may be significantly different from historical or projected rates.

Our operating results in one or more future

quarters may fall below the expectations of securities analysts and investors.

As a result, the trading price of our Common Stock may

increase or decrease significantly.

revenue is dependent on the prices of crypto assets and the volume of transactions conducted on our platform.

If such a price or volume

declines, our business, operating results, and financial condition would be adversely affected, and the price of our Common Stock could

generate a certain portion of our total revenue from transaction fees on our platform in connection with the purchase, sale, and trading

of crypto assets by our customers.

Transaction revenue is based on transaction fees that are either a flat fee or a percentage of the

value of each transaction.

For our consumer trading product, we also charge a spread to ensure that we can settle purchases and sales

at the prices we quote to customers.

We also generate a certain amount of total revenue from our subscription and services, and such

revenue has grown over time, primarily due to growth in stablecoin revenue.

Declines in the volume of crypto asset transactions, the

price of crypto assets, or market liquidity for crypto assets generally may result in lower total revenue to us.

price of crypto assets and associated demand for buying, selling, and trading crypto assets have historically been subject to significant

If the price and transaction volume of crypto assets decline in the future, our ability to generate revenue may suffer and

customer demand for our products and services may decline, which could adversely affect our business, operating results and financial

condition and cause the price of our Common Stock to decline.

The price and transaction volume of any crypto asset is subject to significant

uncertainty and volatility, depending on several factors, including:

market conditions of, and overall sentiment towards, crypto assets and the crypto economy, including, but not limited to, as a

result of actions taken by or developments of other companies in the crypto economy;

changes in liquidity, market-making volume, and trading activities;

trading activities on other crypto platforms worldwide, many of which may be unregulated, and may include manipulative

investment and trading activities of highly active consumer and institutional users, speculators, miners, and investors;

the speed and rate at which crypto is able to gain adoption as a medium of exchange, utility, store of value, consumptive asset,

security instrument, or other financial assets worldwide, if at all;

decreased user and investor confidence in crypto assets and crypto platforms;

negative publicity and events relating to the crypto economy;

unpredictable social media coverage or “trending” of, or other rumors and market speculation regarding, crypto

the ability for crypto assets to meet user and investor demands;

the functionality and utility of crypto assets and their associated ecosystems and networks, including crypto assets designed for

use in various applications;

consumer preferences and perceived value of crypto assets and crypto assets markets;

increased competition from other payment services or other crypto assets that may exhibit better speed, security, scalability, or

other characteristics;

adverse legal proceedings or regulatory enforcement actions, judgments, or settlements impacting crypto economy

participants;

regulatory or legislative changes, scrutiny and updates affecting the crypto economy;

the characterization of crypto assets under the laws of various jurisdictions around the world;

the adoption of unfavorable taxation policies on crypto asset investments by governmental entities;

the maintenance, troubleshooting, and development of the blockchain networks underlying crypto assets, including by miners,

validators, and developers worldwide;

the ability for crypto networks to attract and retain miners or validators to secure and confirm transactions accurately and

legal and regulatory changes affecting the operations of miners and validators of blockchain networks, including limitations, and

prohibitions on mining activities, or new legislative or regulatory requirements as a result of growing environmental concerns

around the use of energy in cryptocurrency and other proof-of-work mining activities;

ongoing technological viability and security of crypto assets and their associated smart contracts, applications and networks,

including vulnerabilities against hacks and scalability;

speed and fees associated with processing crypto asset transactions, including on the underlying blockchain networks and on crypto

financial strength of market participants;

the availability and cost of funding and capital;

the liquidity and credit risk of other crypto platforms and other participants of the crypto economy;

interruptions or temporary suspensions or other compulsory restrictions in products or services from or failures of major crypto

availability of an active derivatives market for various crypto assets;

availability of banking and payment services to support crypto-related projects;

instability in the global banking system and the level of interest rates and inflation;

monetary policies of governments, trade restrictions, and fiat currency devaluations;

national and international economic and political conditions.

is no assurance that any supported crypto asset will maintain its value or that there will be meaningful levels of trading activities.

If the price of crypto assets or the demand for trading crypto assets declined, our business, operating results, and financial condition

would be adversely affected, and the price of our Common Stock could decline.

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.

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

However, our planned

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

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.

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.

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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.

Our future operating results will depend 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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may enter this sector with superior services.

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

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.

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

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

Despite having accumulated

customers over the past few 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 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 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

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 may 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 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 the release of our platform until

equivalent technology is 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 the release 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

security of our computer systems may compromise and harm our business.

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

Although we intend to implement security

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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.

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 misappropriate and distribute confidential information stored on these computer

Any of the foregoing things 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

businesses may be adversely affected.

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

condition, and results of operations.

development 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 Southeast Asia and East Asia.

As a result, the results

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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

in industry type and geographic location, adverse development 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 Crypto Assets

to unfamiliarity and some negative publicity associated with crypto asset platforms, confidence or interest in crypto asset platforms

asset platforms are relatively new.

Many of our competitors are unlicensed, unregulated, operate without supervision by any governmental

authorities, and do not provide the public with significant information regarding their ownership structure, management team, corporate

practices, cybersecurity, and regulatory compliance.

As a result, customers and the public may lose confidence or interest in crypto

asset platforms, including regulated platforms like ours.

the inception of the crypto economy, numerous crypto-asset platforms have been sued, investigated, or shut down due to fraud, manipulative

practices, business failure, and security breaches.

In many of these instances, customers of these platforms were not compensated or

made whole for their losses.

Larger platforms like ours are more appealing targets for hackers and malware and may also be more likely

to be targets of regulatory enforcement actions.

For example, in February 2014, Mt.

Gox, the then-largest crypto asset platform worldwide,

filed for bankruptcy protection in Japan after an estimated 700,000 Bitcoins were stolen from its wallets.

In May 2019, Binance, one

of the world’s largest platforms, was hacked, resulting in losses of approximately $40 million, and in February 2021, Bitfinex

settled a long-running legal dispute with the State of New York related to Bitfinex’s alleged misuse of over $800 million of customer

The 2022 events resulted in a loss of confidence in the broader crypto economy, adverse reputational impact on crypto-asset platforms,

increased negative publicity surrounding crypto more broadly, heightened scrutiny by regulators and lawmakers and a call for increased

regulations of crypto assets and crypto asset platforms.

addition, there have been reports that a significant amount of crypto asset trading volume on crypto asset platforms is fabricated and

false in nature, with a specific focus on unregulated platforms located outside the United States.

Such reports may indicate that the

market for crypto asset platform activities is significantly smaller than otherwise understood.

perception, a lack of stability and standardized regulation in the crypto economy, and the closure or temporary shutdown of crypto asset

platforms due to fraud, business failure, hackers or malware, or government-mandated regulation, and associated losses suffered by customers

may continue to reduce confidence or interest in the crypto economy and result in greater volatility of the prices of assets, including

significant depreciation in value.

Any of these events could have an adverse impact on our business and our customers’ perception

of us, including decreased use of our platform and loss of customer demand for our products and services.

developments regarding the treatment of crypto assets for U.S.

and foreign tax purposes could adversely affect our business, operating

results, and financial condition.

to the new and evolving nature of crypto assets and the absence of comprehensive legal and tax guidance with respect to crypto asset

products and transactions, many significant aspects of the U.S.

and foreign tax treatment of transactions involving crypto assets, such

as the purchase and sale of crypto assets on our platform, as well as the provision of blockchain rewards and other crypto asset incentives

and rewards products, are uncertain, and it is unclear whether, when and what guidance may be issued in the future on the treatment of

crypto asset transactions for U.S.

and foreign tax purposes.

2014, the IRS released Notice 2014-21, discussing certain aspects of “virtual currency” for U.S.

federal income tax purposes

and stating that such virtual currency (i) is “property,” (ii) is not “currency” for purposes of the rules relating

to foreign currency gain or loss, and (iii) may be held as a capital asset.

From time to time, the IRS has released other guidance relating

to the tax treatment of virtual currency or crypto assets reflecting the IRS’s position on certain issues.

The IRS has not addressed

many other significant aspects of the U.S.

federal income tax treatment of crypto assets and related transactions.

continues to be uncertainty with respect to the timing, character, and amount of income inclusions for various crypto asset transactions

including, but not limited to lending and borrowing crypto assets, staking, and other crypto asset incentives and products that we offer.

Although we believe our treatment of crypto asset transactions for federal income tax purposes is consistent with existing positions

from the IRS and/or existing U.S.

federal income tax principles, because of the rapidly evolving nature of crypto asset innovations and

the increasing variety and complexity of crypto asset transactions and products, it is possible the IRS and various U.S.

states may disagree

with our treatment of certain crypto asset offerings for U.S.

tax purposes, which could adversely affect our customers and the vitality

of our business.

Similar uncertainties exist in the foreign markets in which we operate with respect to direct and indirect taxes, and

these uncertainties and potential adverse interpretations of tax law could impact the amount of tax we and our non-U.S.

customers are

required to pay, and the vitality of our platforms outside of the United States.

can be no assurance that the IRS, U.S.

state revenue agencies, or other foreign tax authorities, will not alter their respective

positions with respect to crypto assets in the future or that a court would uphold the treatment set forth in existing positions.

also is unclear what additional tax authority positions, regulations, or legislation may be issued in the future on the treatment of

existing crypto asset transactions and future crypto asset innovations under U.S.

federal, U.S.

state, or foreign tax law.

developments could result in adverse tax consequences for holders of crypto assets and could have an adverse effect on the value of

crypto assets and the broader crypto-assets markets.

Future technological and operational developments that may arise with respect

to crypto assets may increase the uncertainty with respect to the treatment of crypto assets for U.S.

and foreign tax purposes.

uncertainty regarding the tax treatment of crypto asset transactions impacts our customers and could impact our business,

both domestically and abroad.

nature of our business requires the application of complex financial accounting rules, and there is limited guidance from accounting

standard setting bodies on certain topics.

If financial accounting standards undergo significant changes, our operating results could

accounting rules and regulations that we must comply with are complex and subject to interpretation by the Financial Accounting Standards

Board (the “FASB”), the SEC, and various other bodies formed to promulgate and interpret appropriate accounting principles.

Recent actions and public comments from the FASB and the SEC have focused on the integrity of financial reporting and internal controls

and many companies’ accounting policies are being subjected to heightened scrutiny by regulators and the public.

Further, there

has been limited precedent for the financial accounting of crypto assets and related valuation and revenue recognition.

Moreover, a change

in these principles or interpretations could have a significant effect on our reported financial results and may even affect the reporting

of transactions completed before the announcement or effectiveness of a change.

For example, in December 2023, the FASB issued Accounting

Standards Update No.

2023-08, Intangibles—Goodwill and Other—Crypto Assets (ASU 2023-08):

Accounting for and Disclosure of

Crypto Assets (“ASU 2023-08”), which represents a significant change in how entities that hold crypto assets will account

for certain of those holdings.

Previously, crypto assets held were accounted for as intangible assets with indefinite useful lives, which

required us to measure crypto assets at cost less impairment losses.

Effective as of January 1, 2024, we adopted ASU 2023-08, which requires

us to measure crypto assets held at fair value at each reporting date, with fair value gains and losses recognized through net income

Fair value gains and losses can increase the volatility of our net income, especially if the underlying crypto market is volatile.

Additionally, on March 31, 2022, the staff of the SEC issued Staff Accounting Bulletin (“SAB”) No.

121 (“SAB 121”),

which represented a significant change regarding how a company safeguarding crypto assets held for its platform users reports such crypto

assets on its balance sheet and required retrospective application as of January 1, 2022.

In January 2025, the staff of the SEC issued

122 (“SAB 122”), which rescinds the previously issued interpretive guidance included within SAB 121.

We have adopted

SAB 122 as of December 31, 2024, on a retrospective basis.

Uncertainties

or changes to regulatory or financial accounting standards could result in the need to change our accounting methods and may retroactively

affect previously reported results and impair our ability to provide timely and accurate financial information, which could adversely

affect our financial statements, result in a loss of investor confidence, and our business, operating results, and financial condition.

Related to Cybersecurity

and security breaches of our platform, or those impacting on our customers or third parties, could adversely affect our brand, reputation,

business, operating results, and financial condition.

business involves the collection, storage, processing, and transmission of confidential information, customer, employee, service provider,

and other personal data, as well as information required to access customer assets.

We have built our reputation on the premise that

our platform offers customers a secure way to purchase, store, and transact in crypto assets.

As a result, any actual or perceived security

breach of us or our third-party partners may:

harm our reputation and brand;

result in our systems or services being unavailable and interrupting our operations;

result in improper disclosure of data and violations of applicable privacy and data protection laws;

result in significant regulatory scrutiny, investigations, fines, penalties, and other legal, regulatory, and financial exposure;

cause us to incur significant remediation costs;

lead to theft or irretrievable loss of our or our customers’ fiat currencies or crypto assets;

reduce customer confidence in, or decrease customer use of, our products and services;

divert the attention of management from the operation of our business;

result in significant compensation or contractual penalties payable by us to our customers or third parties because of losses to them

or claims by them;

adversely affects our business, operating results, and financial condition.

any actual or perceived breach or cybersecurity attack directed at other financial institutions or crypto companies, whether we are directly

impacted, could lead to a general loss of customer confidence in the crypto economy or in the use of technology to conduct financial

transactions, which could negatively impact us, including the market perception of the effectiveness of our security measures and technology

infrastructure.

increasing number of organizations, including large merchants, businesses, technology companies, and financial institutions, as well

as government institutions, have disclosed breaches of their information security systems, some of which have involved sophisticated

and highly targeted attacks, including on their websites, mobile applications, and infrastructure.

upon systems across a variety of industries, including the crypto industry, are increasing in their frequency, persistence, and sophistication,

and, in many cases, are being conducted by sophisticated, well-funded, and organized groups and individuals, including state actors.

The techniques used to obtain unauthorized, improper, or illegal access to systems and information (including customers’ personal

data and crypto assets), disable or degrade services, or sabotage systems are constantly evolving, may be difficult to detect quickly,

and often are not recognized or detected until after they have been launched against a target.

These attacks may occur on our systems

or those of our third-party service providers or partners.

Certain types of cyberattacks could harm us even if our systems are left undisturbed.

For example, attacks may be designed to deceive employees and service providers into releasing control of our systems to a hacker, while

others may aim to introduce computer viruses or malware into our systems with a view to stealing confidential or proprietary data.

Additionally,

certain threats are designed to remain dormant or undetectable until launched against a target, and we may not be able to implement adequate

preventative measures.

we have developed systems and processes designed to protect the data we manage, prevent data loss and other security breaches, effectively

respond to known and potential risks, and expect to continue to expend significant resources to bolster these protections, there can

be no assurance that these security measures will provide absolute security or prevent breaches or attacks.

We have experienced from

time to time, and may experience in the future, breaches of our security measures due to human error, malfeasance, insider threats, system

errors or vulnerabilities, or other irregularities.

Unauthorized parties have attempted, and we expect that they will continue to attempt,

to gain access to our systems and facilities, as well as those of our customers, partners, and third-party service providers, through

various means, including hacking, social engineering, phishing, and attempting to fraudulently induce individuals (including employees,

service providers, and our customers) into disclosing usernames, passwords, payment card information, or other sensitive information,

which may in turn be used to access our information technology systems and customers’ crypto assets.

Threats can come from a variety

of sources, including criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage, and insiders.

Certain threat actors

may be supported by significant financial and technological resources, making them even more sophisticated and difficult to detect.

may also acquire other companies that expose us to unexpected security risks or increase costs to improve the security posture of the

acquired company.

Further, there has been an increase in such threat actor activities because of the increased prevalence of hybrid and

remote working arrangements in recent years.

As a result, our costs and the resources we devote to protecting against these advanced

threats and their consequences may continue to increase over time.

we maintain insurance coverage, it may be insufficient to protect us against all losses and costs stemming from security breaches, cyberattacks,

and other types of unlawful activity, or any resulting disruptions or data theft and loss from such events.

Outages and disruptions of

our platform, including any caused by cyberattacks, may harm our reputation, business, operating results, and financial condition.

obtain and process a large amount of sensitive customer data.

Any real or perceived improper use of, disclosure of, or access to such

data could harm our reputation, as well as adversely affect our business, operating results, and financial condition.

obtain and process large amounts of sensitive data, including personal data related to our customers and their transactions, such as

their names, addresses, social security numbers, visa information, copies of government-issued identification, facial recognition data

(from scanning photographs for identity verification), trading data, tax identification, and bank account information.

We face risks,

including our reputation, in the handling and protection of this data, and these risks will increase as our business continues to expand,

including through our acquisition of, and investment in, other companies and technologies.

Federal, state, and international laws and

regulations governing privacy, data protection, and e-commerce transactions require us to safeguard our customers’, employees’,

and service providers’ personal data.

have administrative, technical, and physical security measures and controls in place and maintain a robust information security program.

However, our security measures, those of our vendors or service providers, or the security measures of companies we acquire, may be inadequate

or breached as a result of third-party action, employee or service provider error, malfeasance, malware, phishing, hacking attacks, system

error, trickery, advances in computer capabilities, new discoveries in the field of cryptography, inadequate facility security or otherwise,

and, as a result, someone may be able to obtain unauthorized access to sensitive information, including personal data, on our systems.

We could be the target of a cybersecurity incident, which could result in harm to our reputation and financial losses.

Additionally,

our customers have been and could be targeted in cybersecurity incidents like an account takeover, which could result in harm to our

reputation and financial losses.

Additionally, privacy and data protection laws are evolving, and these laws may be interpreted and applied

in a manner that is inconsistent with our data handling safeguards and practices, which could result in fines, lawsuits, and other penalties,

and significant changes to our or our third-party partners’ business practices and products and service offerings.

future success depends on the reliability and security of our platform.

To the extent that the measures we, any companies we acquire,

or our third-party service providers, vendors, or business partners have taken prove to be insufficient or inadequate, or to the extent

we discover a security breach suffered by a company we acquire following the closing of such acquisition, we may become subject to litigation,

breach notification obligations, or regulatory or administrative sanctions, which could result in significant fines, penalties, damages,

harm to our reputation, or loss of customers.

If our own confidential business information or sensitive customer information were improperly

disclosed, our business, operating results, and financial condition could be adversely affected.

Additionally, a party who circumvents

our security measures could, among other effects, appropriate customer information or other proprietary data, cause interruptions in

our operations, or expose customers to hacks, viruses, and other disruptions.

on the nature of the information compromised, in the event of a data breach or other unauthorized access to our customer data, we may

also have obligations to notify customers and regulators about the incident, and we may need to provide some form of remedy, such as

a subscription to credit monitoring services, pay significant fines to one or more regulators, or pay compensation in connection with

a class-action settlement.

Breach notification laws continue to evolve and may be inconsistent from one jurisdiction to another.

United States, the SEC has adopted rules for mandatory disclosure of material cybersecurity incidents suffered by public companies, as

well as cybersecurity governance and risk management.

Complying with these obligations could cause us to incur substantial costs and

could increase negative publicity surrounding any incident that compromises customer data.

Any failure or perceived failure by us to

comply with these laws may also subject us to enforcement action or litigation, any of which could harm our business.

Additionally, the

financial exposure from the events referenced above could either not be insured against or not be fully covered through any insurance

that we may maintain, and there can be no assurance that the limitations of liability in any of our contracts would be enforceable or

adequate or would otherwise protect us from liabilities or damage because of the events referenced above.

Any of the foregoing could

adversely affect our business, reputation, operating results, and financial condition.

we may be required to disclose personal data pursuant to demands from individuals, regulators, government agencies, and law enforcement

agencies in various jurisdictions with conflicting privacy and security laws, which could result in a breach of privacy and data protection

policies, notices, laws, rules, court orders, and regulations.

Additionally, changes in the laws and regulations that govern our collection,

use, and disclosure of customer data could impose additional requirements with respect to the retention and security of customer data,

limit our marketing activities, and adversely affect our business, operating results, and financial condition.

Related to Doing Business in Southeast Asia and East Asia

business is subject to the risks of international operations.

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

conduct our business operations in Southeast 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

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

where we intend to develop business.

Following the closing of our initial public offering in 2018, 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.

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

Following the closing of our initial public offering in 2018, we derive a huge portion of our revenues

and earnings from Hong Kong, our principal business place, PRC, Malaysia, and other Southeast Asia countries, respectively.

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,

costly, and driving up the costs of doing business in foreign areas.

Any failure to comply with foreign laws and regulations could subject

us to fines and penalties, making it more difficult or impossible to do business in that country and harm our reputation.

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’ 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.

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

result in a 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 export development and any

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

Under these circumstances, our

business operations 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.

Principally our operations

are conducted in Hong Kong, Malaysia, and the PRC.

In addition, most of our officers and directors are 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.

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.

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 of 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.

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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

Under the Hong Kong Companies Ordinance, we are allowed 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 deemed to be solvent if the Company can pay its debts

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

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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.

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

The declaration of future dividends,

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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.

introduction 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

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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 regulations.

with its transformation from a centrally planned economy to a 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 regulations.

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

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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

recent state government interference in business activities on U.S.-listed Chinese companies may negatively impact our existing and

future operations in Hong Kong and China.

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control leverage ratios.

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

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

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

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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 Hong Kong and China that this structure involves unique risks

to investors.

Company’s principal executive offices are 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 Hong Kong and China.

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

Southeast 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 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

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 us.

any or all 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’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.

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.

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 previously mentioned business activities appear 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 Southeast 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.

Company has subsidiaries in Hong Kong and mainland China and operations there.

Given the Chinese government’s significant

oversight and discretion over the conduct of our Hong Kong and PRC subsidiaries’ business operations, there is always a risk

that the Chinese government may, in the future, seek to affect the 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.

Considering China’s recent extension of authority not only in China but into Hong Kong,

there are risks and uncertainties that 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 like us.

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’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

Our shares may be delisted and prohibited

from trading in the United States under the Holding Foreign Companies Accountable Act, or the HFCAA, as amended by the Accelerating

Holding Foreign Companies Accountable Act, if the PCAOB is unable to inspect or investigate completely our auditors.

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 (“HFCAA”) was enacted on December 18, 2020.

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including the listing and trading prohibition requirements described above.

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 years.

On June 22, 2021, the U.S.

passed the 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.

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

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auditor, 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.

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.

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

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 an inspection.

Centurion is outside the jurisdiction of Hong Kong and China and has assured us that if requested,

they shall cooperate and deliver the 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 will not implement rules forbidding our auditor to be subject to PCAOB

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 at commercially

reasonable times.

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

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

On December 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.

On December 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 PCAOB’s access in the future, the PCAOB Board will consider the need to issue a new determination.

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

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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

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

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

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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 HFCAA and

SEC had announced that the SEC staff were preparing a consolidated proposal for the rules regarding the implementation of the HFCAA and

to address the recommendations in the PWG report.

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business and operations.

business direction going forward is focused on 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.

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

condition, results of operations and prospects at the influence, to a certain degree, of 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.

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

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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.

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

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.

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.

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

of economic growth.

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

operating results.

Interpretation

1 unchanged sentence

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, since 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.

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, since 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, the

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 The Law of the People’s Republic of China on Safeguarding National

Security in the Hong Kong Special Administrative Region that was enacted on the same day.

Security in the Hong Kong Special Administrative Region which was enacted on the same day.

Like 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 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.

on the government agency or how an application or case is presented to such an 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 an agency.

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

resources and management attention.

All 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, our 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.

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.

persons 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, our 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 rel evant 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 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.

PRC government may issue further restrictive measures in the future.

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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.

Our Chinese subsidiary collects,

uses, shares, or retains, securities personal information (such as personal information and related data) that needs to leave mainland

China, approval from relevant Chinese departments is required.

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.

Hong Kong and China subsidiaries may be subject to a variety of risks and costs associated with the collection, use, sharing,

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

subsidiary collects, uses, shares, or retains, securities personal information (such as personal information and related data) that

needs to leave mainland China and requires approval from relevant Chinese departments.

This data is a wide range 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 regarding privacy and data security is evolving.

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

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 Cyber Security Review Measures promulgated by the Cyberspace Administration of China and certain other PRC regulatory authorities

in December 2021, which became effective in February 2022, operators of critical information infrastructure must pass a cyber-security

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 cyber security review procedures.

There can be no assurance that they would

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

Any failure 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 several 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 on September 1, 2021.

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 by operators of critical information infrastructure in the course of their operations within the territory

of the PRC should be stored within the territory of the PRC, and the law imposes heightened regulation and additional security

obligations on operators of critical information infrastructure.

According to the Cyber Security Review Measures promulgated by the

Cyberspace Administration of China and certain other PRC regulatory authorities in December 2021, which became effective in February

2022, operators of critical information infrastructure must pass a cyber-security 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 critical information infrastructure operators, they would be

required to follow cyber security review procedures.

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

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

Any failure 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 a

cyber security review against several 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 took effect on September 1, 2021.

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

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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.

came into force on of November 1, 2021.

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

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use of personal information.

addition, on December 28, 2021, the Cyberspace Administration of China issued the Measures for Cyber Security Review, and come into force

as of February 15, 2022, which proposes to authorize the relevant government authorities to conduct cyber security review on a range

addition, on December 28, 2021, the Cyberspace Administration of China issued the Measures for Cyber Security Review, which came into force

as of February 15, 2022, which proposes to authorize the relevant government authorities to conduct cyber security reviews on a range

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

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and information security.

the business of our Hong Kong and China subsidiaries may involve processing information of natural and legal persons, such information

may be considered important data in accordance with the PRC Cyber Security Law, the National Security Law of the People’s Republic

of China, the Personal Information Protection Law of the People’s Republic of China, the Data Security Law of the People’s

Republic of China, and the Personal Information Security Specification for Information Security Technology.

If our Chinese subsidiary

needs to provide such information generated in the mainland of China to Hong Kong or the United States based on business purpose or the

requirements of the relevant competent authorities in the United States, it needs to obtain the permission of China’s Cyberspace

Department in accordance with the Measures for Data Exit Security Assessment issued and implemented by the Cyberspace Administration

of China in September 2022 and other relevant regulations.

the business of our Hong Kong and China subsidiaries may involve processing information of natural and legal persons, such

information may be considered important data in accordance with the PRC Cyber Security Law, the National Security Law of the

People’s Republic of China, the Personal Information Protection Law of the People’s Republic of China, the Data Security

Law of the People’s Republic of China, and the Personal Information Security Specification for Information Security

If our Chinese subsidiary needs to provide such information generated in mainland China to Hong Kong or the United

States based on business purpose or the requirements of the relevant competent authorities in the United States, it needs to obtain

the permission of China’s Cyberspace Department in accordance with the Measures for Data Exit Security Assessment issued in

July 2022 and implemented in September 2022 by the Cyberspace Administration of China and other relevant

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

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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.

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

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

practicality in China.

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 United States may not be efficient in the

absence of mutual and practical cooperation mechanisms.

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 the detailed interpretation of or implementation rules under Article

177 have yet to be promulgated, the inability of an overseas securities regulator, such as the Department of Justice, the SEC, the

PCAOB and other authorities, to directly conduct an 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.

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 laws.

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.

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

of the PRC, the U.S.

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

PRC under the PRC laws.

regulators may consider cross-border cooperation with the securities regulatory authority of the

PRC by way of judicial assistance, diplomatic channels or regulatory cooperation mechanisms 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

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business practices.

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

Further, their expansion into a variety of new fields also could raise several 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

they are exposed to the risk of misconduct, errors and failure to function 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

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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

publicity have 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.

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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.

years, the issuer’s securities are prohibited from trading on a national exchange.

On December 2, 2020, the U.S.

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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

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June 22, 2021, the U.S.

Senate 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

Senate passed the 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

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

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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.

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

the need to issue a new determination.

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

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auditor, 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.

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.

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

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 an inspection.

Centurion is outside the jurisdiction of Hong Kong and China and has assured us that if requested,

they shall cooperate and deliver the 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 will not implement rules forbidding our auditor to be subject to PCAOB

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 at commercially

reasonable times.

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

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and management time.

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

listed Chinese companies sharply

a result of this 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.

we 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.

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, our business, and our

If we 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

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

use such discretion to 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

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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.

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.

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.

China 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 Government of the People’s

Republic of China and the Government of the United States of America as a phase one trade deal, effective on February 14,

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

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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

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.

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

systems” principle.

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 with a high degree

of autonomy for its affairs, including currencies, immigration and customs, an independent judiciary system and a parliamentary

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 now.

Any changes in the state of the 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.

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

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

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.

August 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:

the date of this report, we and our subsidiaries have not been involved in any investigations into cybersecurity review initiated by

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

August 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,

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 the 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.

(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

require offshore special purpose vehicles (SPV) 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.

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

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on January 1, 2020.

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

The “Reporting Measures” clearly state 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

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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.

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:

(i) 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 security;

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

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.

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

(i) we did not establish our mainland China subsidiaries through a merger with or acquisition of PRC domestic companies as

defined in the M&A Rules, and (ii) our mainland China subsidiaries through a 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 security;

or such transaction will lead to a change of control of a domestic enterprise

which holds a famous trademark or PRC time-honored brand”.

according to the “Arrangement for Overseas Listing of Domestic Enterprises” and the Management Trial Measures for the Administration

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refinancing are involved.

addition, 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”.

addition, according to the “Reporting Measures” issued by the Ministry of Commerce and the State Administration of

Market Supervision and Administration on December 30, 2019 (took effective on 1 January 2020), 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

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

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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

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.

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.

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.

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, considering our Chinese subsidiary’s business

may involve important data such as personal information, the relevant activities of our Chinese subsidiary will be regulated by Measures

for Cyber Security Review and other relevant data regulations.

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 the 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.

The Regulations on the Administration of Network

Data Security issued on September 24, 2024 and took effect on January 1, 2025, which

does not involve that data handlers that process the personal information of more than one million users listed in a foreign

country should apply for a cybersecurity review, and w e do not believe we are among the “operator of critical information

infrastructure”, “data processor”, “online platform operators” or “data handlers” as

mentioned above;

however, considering our Chinese subsidiary’s business may involve important data such as personal

information, the relevant activities of our Chinese subsidiary will be regulated by Measures for Cyber Security Review and other

relevant data regulations.

February 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.

and if enacted, may subject us to additional compliance requirements in the future.

See “Risk Factors - Risks Related to

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compliance requirements in the future.”

Measures 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

Measures for Cybersecurity Review (2021 version) was newly adopted, substantial uncertainties exist with respect to the interpretation and implementation

regarding such laws and regulations.

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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

we, 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.

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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

the 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.

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February 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.

came into effect on March 31, 2023.

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

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the Confidentiality and Archive Management of Securities Issuance and Listing Abroad” (hereinafter referred to as the “Regulations

on Overseas Listing Archives”) were announced and will come into effect on March 31, 2023.

on Overseas Listing Archives”) were announced and came into effect on March 31, 2023.

According to Regulations on Overseas

Listing Archives, in the overseas listing activities of domestic companies, domestic companies, as well as securities companies and securities

Listing Archives, 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.

work, should not disclose state secrets, or harm the state and public interests.

Where a domestic company provides or publicly discloses

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competent authorities.

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

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

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

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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.

our financial condition and results of operations and cause our Common Stock to significantly decline in value or become worthless.

Related to Our Common Stock

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

the closing bid price for the Company’s Common Stock has fallen below $1.00 per share for 30 consecutive business days, the Company

no longer complies 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.

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.

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

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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

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.

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.

the event 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

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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.

At present, we intend to retain all our earnings, if any, to

finance the 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 and his spouse in aggregate own approximately 25% of our outstanding shares of Common Stock, and Mr.

Che Chan Gilbert, our CFO and his sons in aggregate own approximately 19% of our outstanding shares of Common Stock, collectively 44%.

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 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.

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.

and his spouse own approximately 25% of our outstanding shares of Common Stock, and Mr.

Loke, Che Chan

Gilbert, our CFO, and his sons in aggregate own approximately 19% of our outstanding shares of Common Stock, collectively 44%.

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.

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