What changed in this filing

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Item 1. Business

2024-09-30 compared with 2023-09-28 · 741 added, 619 removed, 1096 unchanged (55% of the section changed)

9 unchanged sentences

Bhd, name change effected on July 20, 2023) (“ZCITY”).

The ZCITY App was successfully launched in

Malaysia in June 2020.

ZCITY is equipped with the know-how and expertise to develop additional/add-on technology-based products and services

to complement the ZCITY App, thereby growing its reach and user base.

The ZCITY App was successfully launched

in Malaysia in June 2020.

ZCITY is equipped with the know-how and expertise to develop additional/add-on technology-based products

and services to complement the ZCITY App, thereby growing its reach and user base.

Through simplifying a user’s e-payment gateway

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the most well-known commercialized applications more broadly in Southeast Asia and Japan.

As of September 25, 2023, we had 2,642,404 registered users and 2,025 registered merchants.

As of September 25, 2024, we had 2,704,306 registered users and

2,027 registered merchants.

Corporate Structure

Global Inc is a Delaware corporation that was incorporated on March 20, 2020.

We issued 10,000,000 shares to Kok Pin

“Darren” Tan, our founder and former Chief Executive Officer on July 1, 2020, who as a result became our sole

Treasure Global Inc is a Delaware corporation

that was incorporated on March 20, 2020.

We issued 10,000,000 shares to Kok Pin “Darren” Tan, our founder and former

Chief Executive Officer on July 1, 2020, who as a result became our sole shareholder.

(formerly known as Gem Reward

Bhd, name change effected on July 20, 2023), a Malaysia private limited company was incorporated on June 6, 2017.

Prior to the incorporation

of ZCITY, Kok Pin “Darren” Tan entered into a Beneficial Shareholding Agreement (“Beneficial Shareholding Agreement

1”) with two individuals, one of which is a vice president of the Company (the “Initial ZCITY Shareholders”), which

provided for the Initial Shareholders to hold the ZCITY shares issued to them in equal amounts and for the sole benefit of Kok Pin “Darren”

Tan and provided Kok Pin “Darren” Tan with control over the voting and disposition over such shares as well as control over

the issuance of additional ZCITY shares in consideration for equity in a company that had not been determined on the date of Beneficial

Shareholding Agreement 1.

On November 10, 2020, Kok Pin “Darren” Tan instructed the Initial ZCITY Shareholders to issue one

million additional ZCITY shares to Chong Chan “Sam” Teo, currently our Chief Executive Officer, and as a result each Initial

ZCITY Shareholder and Chong Chan “Sam” Teo held one million shares of ZCITY.

to the incorporation of ZCITY, Kok Pin “Darren” Tan entered into a Beneficial Shareholding Agreement (“Beneficial Shareholding

Agreement 1”) with two individuals, one of which is a vice president of the Company (the “Initial ZCITY Shareholders”),

which provided for the Initial Shareholders to hold the ZCITY shares issued to them in equal amounts and for the sole benefit of Kok Pin

“Darren” Tan and provided Kok Pin “Darren” Tan with control over the voting and disposition over such shares as

well as control over the issuance of additional ZCITY shares in consideration for equity in a company that had not been determined on

the date of Beneficial Shareholding Agreement 1.

On November 10, 2020, Kok Pin “Darren” Tan instructed the Initial ZCITY

Shareholders to issue one million additional ZCITY shares to Chong Chan “Sam” Teo, currently our Chief Executive Officer,

and as a result each Initial ZCITY Shareholder and Chong Chan “Sam” Teo held one million shares of ZCITY.

On November 10,

Chong Chan “Sam”

Teo entered into a Beneficial Shareholding Agreement with Kok Pin “Darren” Tan with terms similar to Beneficial Shareholding

Agreement 1 (“Beneficial Shareholding Agreement 2” and together with the Beneficial Shareholding Agreement 1, the “Beneficial

Shareholding Agreements”).

As a result of Kok Pin “Darren” Tan’s 100% ownership of our common stock and the Beneficial

Shareholding Agreements, TGL and ZCITY were both under the sole control of Kok Pin “Darren” Tan.

Chong Chan “Sam” Teo entered into a Beneficial Shareholding Agreement with Kok Pin “Darren” Tan with terms

similar to Beneficial Shareholding Agreement 1 (“Beneficial Shareholding Agreement 2” and together with the Beneficial Shareholding

Agreement 1, the “Beneficial Shareholding Agreements”).

As a result of Kok Pin “Darren” Tan’s 100% ownership

of our common stock and the Beneficial Shareholding Agreements, TGL and ZCITY were both under the sole control of Kok Pin “Darren”

TGL and ZCITY were reorganized into a parent subsidiary

structure pursuant to a Share Swap Agreement, dated March 11, 2021, as amended on March 11, 2021 among TGL, the Initial ZCITY Shareholders

and Chong Chan “Sam” Teo (the “Share Swap Agreement”), in which TGL exchanged 321,585 shares of its common stock

(the “Swap Shares”) for all equity of ZCITY.

Pursuant to the Share Swap Agreement, the purchase and sale of the Swap Shares

was completed on March 11, 2021, but the issuance of the Swap Shares did not occur until October 27, 2021 when TGL amended its certificate

of incorporation to increase the number of its authorized common stock to a number that was sufficient to issue the Swap Shares.

result of the Share Swap Agreement, (i) ZCITY became the 100% subsidiary of TGL and Kok Pin “Darren” Tan no longer had any

control over ZCITY’s ordinary shares;

and (ii) Kok Pin “Darren” Tan, the Initial ZCITY Shareholders and Chong Chan “Sam”

Teo owned 100% of the TGL common stock (Darren Tan owning 97%).

Subsequent to the date of the Share Swap Agreement, Kok Pin “Darren”

Tan transferred 9,529,002 of his 10,000,000 shares of TGL common stock to 16 individuals and entities and currently owns less than 5%

of our common stock.

We operate solely through our subsidiaries:

(ii) AY Food Ventures Sdn Bhd;

(iii) Morgan Global Sdn.

and (iv) Foodlink.

ZCITY owns all intellectual property rights to

copyrightable, patentable, and other protectable intangible assets relating to our business, including trademarks.

structure pursuant to a Share Swap Agreement, dated March 11, 2021, as amended on March 11, 2021 among TGL, the Initial

ZCITY Shareholders and Chong Chan “Sam” Teo (the “Share Swap Agreement”), in which TGL exchanged 321,585 shares

of its common stock (the “Swap Shares”) for all equity of ZCITY.

Pursuant to the Share Swap Agreement, the purchase and

sale of the Swap Shares was completed on March 11, 2021, but the issuance of the Swap Shares did not occur until October 27,

2021 when TGL amended its certificate of incorporation to increase the number of its authorized common stock to a number that was sufficient

to issue the Swap Shares.

As a result of the Share Swap Agreement, (i) ZCITY became the 100% subsidiary of TGL and Kok Pin “Darren”

Tan no longer had any control over ZCITY’s ordinary shares;

and (ii) Kok Pin “Darren” Tan, the Initial ZCITY Shareholders

and Chong Chan “Sam” Teo owned 100% of the TGL common stock (Darren Tan owning 97%).

Subsequent to the date of the Share Swap

Agreement, Kok Pin “Darren” Tan transferred 9,529,002 of his 10,000,000 shares of TGL common stock to 16 individuals and entities

and currently owns less than 5% of our common stock.

We have no substantive operations other than holding

all of the outstanding shares of ZCity Sdn.

(“ZCITY”), (formerly known as Gem Reward Sdn.

Bhd, underwent a name change

on July 20, 2023).

ZCITY was originally established under the laws of the Malaysia on June 6, 2017, through a reverse recapitalization.

Corporate Information

Our principal executive offices are located at

276 5 th Avenue, Suite 704 #739, New York, New York 10001 and No.29, Jalan PPU 2A, Taman Perindustrian Pusat Bandar Puchong,

47100 Puchong, Selangor, Malaysia.

276 5 th Avenue, Suite 704 #739, New York, New York 10001 and No.29, Jalan PPU 2A, Taman Perindustrian Pusat Bandar

Puchong, 47100 Puchong, Selangor, Malaysia.

Business Developments

1 unchanged sentence

in our business:

In November 2022, we announced that we signed a Memorandum of Understanding with iPay88 Holding Sdn Bhd (“iPay88”), a leading payment company that offers e-commerce, retail, online banking, e-wallets solutions and more to its merchants in Southeast Asia, to become TGL’s exclusive payment gateway partner for ZCITY, as well as a partner for TGL’s digital food and beverage (“F&B”) management platform, TAZTE.

In January 2023, we announced that we signed a Memorandum of Understanding to discuss a new strategic partnership in Malaysia with Boost, a regional full spectrum fintech player.

In March 2023, we announced that our Board of Directors (“Board”) appointed Ho Yi Hui as a member of the Board effective on March 20, 2023.

In May 2023, we announced that we entered into a licensing agreement with Morganfield’s Holding Sdn Bhd (“Morganfield’s”), a restaurant chain specializing in comfort food and American-style barbecue, in which Morganfield’s granted TGL an exclusive worldwide license to grant sub-licensees to third parties to use Morganfield’s trademarks for the restaurant business.

In May 2023, we announced that we entered into an exclusive partnership with enogy, a health and wellness brand, to expand the range of products available on our e-commerce marketplace, Zstore, targeting the large and growing health and wellness industry.

In June 2023, we announced that we entered into a licensing agreement with Sigma Muhibah Sdn Bhd (“Abe Yus”), a fast-growing Malaysian group of F&B brands, in which Abe Yus granted TGL the exclusive worldwide right to grant sub-licensees to third parties to use Abe Yus’ trademarks for the F&B business chain, in line with our strategic plan to become a leading franchisor of F&B companies in Southeast Asia.

In July 2023, we announced that we signed a Memorandum of Understanding for a collaboration agreement with the Malaysia Retail Chain Association for TAZTE to become its exclusive partner as the recommended digital F&B management solution to its members in Malaysia.

In July 2023, we entered into a Collaboration Agreement (the “Collaboration Agreement”) with VCI Global Limited (NASDAQ:

VCIG) (“VCI Global”), a multi-disciplinary consulting group focused on business and technology, in which VCI Global and us shall collaborate to develop an artificial intelligence (“AI”)-powered travel platform (“Platform”) which utilizes advanced technology, including high-tech and predictive technology, to assist its users in discovering the best places to visit, explore, dine and engage in various activities during their travel in Malaysia.

In July 2023, we announced that we will collaborate with Borderland Music Festival 2023 to provide the first cashless and ticketing platform-powered music festival in Malaysia.

In August 2023, we announced that we signed a letter of intent to form an e-commerce venture in Indonesia, PT Harmoni Bagi Dunia (“HBD”) with industry pioneers Ariadi Anaya and Budihardjo Iduansjah, in which we will hold a 70% major stake in HBD.

October 5, 2024 we entered into an agreement with YA II PN, Ltd, a Cayman Islands exempt

limited partnership (“YA”), effective as of October 5, 2023, in which

- On October 6, 2023, we made a payment to the Investor that

consisted of the (i) initial Trigger Payment in the amount of $1,092,071 and (ii) an additional payment in the amount of $500,000 (of

which $467,289.72 was applied as an additional reduction in the principal amount of the Convertible Debentures and $32,710.28 paid the

associated 7% Redemption Premium).

- YA agreed that, except as set forth below, beginning on October

5, 2023 and ending on November 18, 2023, it shall not sell any shares of common stock of the Company at a price per share less than $1.00.

The limitation agreed by YA shall not apply (i) at any time upon the occurrence and during the continuance of an Event of Default or

(ii) upon the prior written consent of the Issuer.

- YA agreed that any subsequent monthly payments that may become

due pursuant to Section 2(a) of the Convertible Debentures based on the Trigger Event shall be deferred until November 28, 2023, and

continuing on the same day of each successive calendar month thereafter until the Convertible Debentures are paid in full, unless such

payment obligation has ceased in accordance with Section 2(a) of the Convertible Debentures.

● ZCITY App offers a “Smart F&B” system that

provides a one stop solution and digitalization transformation for all registered Food and Beverage (“F&B”) outlets located

It also allows merchants to easily record transactions with QR Digital Payment technology, set discounts and execute RP

redemptions and rewards online on the ZCITY App.

Since December 2022, we have been developing TAZTE.

However, due to insufficient participation

from merchant clients, management has decided to discontinue the program as of June 2024.

● On October 12, 2023, ZCity Sdn Bhd, our wholly owned subsidiary

and AI Lab Martech Sdn.

(the “Licensor”), a company that provides application, services and turnkey solutions on artificial

intelligence (“AI”) in various aspects, including customization, video production, brand engagement, marketing and content

creation, entered into a License and Service Agreement (the “License Agreement”), in which the Licensor shall provide a non-exclusive,

non-transferable, royalty-free license to use and operate an AI software solutions (the “AI Software”) in exchange for the

issuance of USD$563,000 worth of our common stock, par value $0.00001 per share, or 2,943,021 shares valued at USD$0.1913 per share.

The License Agreement is for a period of 12 months (the “Term”).

At the expiration of the Term, ZCity Sdn Bhd shall have

an option to renew the term of the License Agreement for an additional 12 months.

The License Agreement may be terminated if ZCity Sdn

Bhd or the Licensor materially breaches any of its obligations or undertakings as set forth in the License Agreement or if either ZCity

Sdn Bhd or the Licensor is subject to any form of insolvency administration, ceases to conduct its business or has a liquidator appointed

over any part of its assets.

On October 30, 2023, we issued a total of 1,816,735 restricted shares of common stock of the Company to its Chief Executive Officer Chong Chan “Sam” Teo, and to Kok Pin “Darren” Tan (collectively, the “Creditors”) in exchange for the cancellation of $321,562.08 in aggregate indebtedness owed to the Creditors (the “Transaction”).

The 1,816,735 shares of common stock issued included, 1,057,519 shares issued to Chong Chan “Sam” Teo and 759,216 shares issued to Kok Pin “Darren” Tan.

● On November 28, 2023, we entered into an agreement with Yorkville

Advisors Global, L.P.

(“YA”), pursuant to which the Company agreed to pay $2,102,909.59 to YA, which represents payment in

full of all amounts owed under the Convertible Debenture (the “Convertible Debenture”) issued by us to YA on February 28,

Such amount includes all amounts due and payable under the Convertible Debenture as of November 28, 2023, plus per diem interest

of $208.22 for each day after November 28, 2023, provided that such payment is made promptly upon the closing of the Company’s

public offering (the “Offering”), which occurred on November 30, 2023.

In return for the our agreement to repay the Convertible

Denture from the proceeds of the Offering, YA agreed not to sell any shares of the Company’s common stock until December 4, 2023.

● On February 28, 2023, we entered into a Securities Purchase

Agreement (the “Securities Purchase Agreement”) with YA II PN, Ltd., pursuant to which YA II PN, Ltd.

purchased two unsecured

convertible debentures (the “Convertible Debentures”) in the aggregate principal amount of $5,500,000.00 in a private placement

for a purchase price with respect to each Convertible Debenture of 92% of the initial principal amount of such Convertible Debenture.

On December 6, 2023, we paid a total of $2,102,909.59 (the “Payment”), which represented the outstanding balance of one of

the Convertible Debentures issued pursuant to the Securities Purchase Agreement.

The other Convertible Debenture had already been fully

converted into shares of common stock, par value $0.00001 per share, of the Company, prior to December 6, 2023.

As a result of the Payment

being made, the Company fully satisfied all obligations under the Convertible Debentures, which resulted in the termination of the Securities

Purchase Agreement.

● On December 19, 2023, we and VT Smart Venture Sdn Bhd (the

“Developer”), a company that is in the business of, among other things, technology services, entered into a Software Development

Agreement (the “Agreement”), in which the Developer shall provide application, services and turnkey solutions on software

development in various aspects, including customization, software design layout, creative media platform development, artificial embedded

and artificial intelligence related media platform and design in exchange for USD$1,000,000 worth of common stock, par value $0.00001

per share, of the Company, or 10,000,000 shares valued at USD $0.10 per share (the “TGL Shares”).

The Agreement is for a

period of one month (the “Term”).

At the expiration of the Term, we do not have an option to renew the term of the Agreement

for any additional months.

The Agreement may be terminated if the Company or the Developer materially breaches any of its obligations

or undertakings as set forth in the Agreement or if either the we or the Developer is subject to any form of insolvency administration,

ceases to conduct its business or has a liquidator appointed over any part of its assets.

On March 12, 2024, We entered into a Software Purchase Agreement (the “Purchase Agreement”) with Myviko Holding Sdn.

(“Myviko”), in which Myviko agreed to transfer all rights, title and interest to us, including without limitation, all computer software and its source code and software licenses in exchange for the issuance of 198,412 shares of common stock (the “Shares”).

The Shares were issued on March 13, 2024.

● On April 8, 2024, we and MYUP Solution Sdn Bhd (the “Seller”),

a company that is in the business of, among other things, technology services, entered into a Software Purchase Agreement (the “Agreement”),

in which the Seller agreed to sell to the Company a certain software application in exchange for USD$495,500 worth of common stock, par

value $0.00001 per share, of the Company, or 126,082 shares valued at USD $3.93 per share.

The Agreement may be terminated if the we

or the Seller materially breaches any of its obligations or undertakings as set forth in the Agreement or if either the Company or the

Seller is subject to any form of insolvency administration, ceases to conduct its business or has a liquidator appointed over any part

of its assets.

The Agreement contains customary representations and warranties.

On May 5, 2024, we entered into a digital marketing agreement (“Marketing

Agreement”) with TraDigital Marketing Group.

Pursuant to the Marketing Agreement, the consultant shall provide digital marketing

service to us and we will compensate the consultant with a cash consideration of $120,000.

We issued 20,000 shares of the common

stock on May 5, 2024 pursuant to the Marketing Agreement.

● On May 24, 2024, we, Jeffrey Goh Sim Ik (the “Purchaser”)

and Koo Siew Leng (the “Guarantor”) entered into a Share Sale and Purchase Agreement (the “Agreement”), in which

the Company agreed to sell all of the capital shares it owns in Foodlink Global Sdn Bhd, a company incorporated under the laws of Malaysia

(“Foodlink”), which represents all of the issued and outstanding capital shares of Foodlink, to the Purchaser, in exchange

for a total of approximately USD$148,500, of which shall be payable by the Purchaser to the Company as follows:

(i) an initial deposit

payable on May 24, 2024;

and (ii) the balance of the purchase price payable in eight installment payments starting from May 24, 2024.

The total sale price is equivalent to the Company’s initial total capital investment in Foodlink and as such, the Company is recovering

100% of its initial investment in Foodlink.

In the event that the Purchaser fails to perform its obligations under the Agreement, the

Guarantor agreed to guarantee the installment payments payable pursuant to the terms of the Agreement.

The Agreement contains customary

representations and warranties and covenants made by each of the Purchaser and the Company as of the date of the Agreement or other specified

● On May 27, 2024, we and Falcon Gateway Sdn Bhd (the “Seller”),

a company that is in the business of, among other things, technology services, entered into a Software Purchase Agreement (the “Agreement”),

in which the Seller agreed to sell to the Company a certain software application in exchange for USD$495,500 worth of common stock, par

value $0.00001 per share, of the Company, or 126,082 shares valued at USD $3.93 per share (the “TGL Shares”).

The Agreement

may be terminated if the Company or the Seller materially breaches any of its obligations or undertakings as set forth in the Agreement

or if either the Company or the Seller is subject to any form of insolvency administration, ceases to conduct its business or has a liquidator

appointed over any part of its assets.

The Agreement contains customary representations and warranties.

On June 13, 2024, Chong Chan “Sam” Teo resigned as the Chief Executive Officer and a member of the Company’s Board of Directors (“Board”), which was immediately effective.

On June 13, 2024, the Board appointed Carlson Thow as Chief Executive Officer of the Company effective as of June 13, 2024.

On June 14, 2024, Michael Chan Meng Chun resigned as Chief Financial Officer, which was immediately effective.

On June 14, 2024, the Board of Directors of the Company (the “Board”) appointed Sook Lee Chin as Chief Financial Officer of the Company effective as of June 14, 2024.

● On June 21, 2024, Su Chen “Chanell” Chuah resigned

as Chief Operating Officer, effective as of July 21, 2024.

On June 21, 2024, the Board appointed Chai Ching “Henry” Loong

as Chief Operating Officer of the Company effective as of June 21, 2024.

On June 30, 2024, Yi Hui Ho’s resigned as executive director of the Company.

On July 4, 2024, the Board appointed Carlson Thow as an executive director and Kok Pin “Darren” Tan as a non-executive director of the Company, effective as of July 5, 2024.

● On August 30, 2024, Joseph “Bobby” Banks and

Jeremy Roberts resigned as members of the Board.

On August 29, 2024 and September 3, 2024 respectively, the Board appointed (i) Wei Ping Leong as a member of the Board of Directors of the Company (“Board”), as Chairman of the Audit Committee of the Board (“Audit Committee”), a member of the Nominating and Corporate Governance Committee of the Board (“Nominating and Corporate Governance Committee”) and a member of the Compensation Committee of the Board (“Compensation Committee”), effective as of August 29, 2024, and (ii) Anand Ramakrishnan as a member of the Board, a member of the Audit Committee, a member of the Nominating and Corporate Governance Committee and Chairman of the Compensation Committee, effective as of September 3, 2024.

On September 5, 2024, the Board appointed Wai Kuan Chan as a member of the Board as Chairman of the Compensation Committee of the Board, a member of the Nominating and Corporate Governance Committee of the Board and a member of the Audit Committee of the Board, effective as of September 6, 2024.

On September 6, 2024, the Company accepted the resignations of Marco Baccanello as a member of the Board effective as of September 6, 2024 and Chai Ching “Henry” Loong as the Chief Operating Officer of the Company effective as of September 6, 2024.

● On September 20, 2024, we entered into a partnership agreement

(the “Agreement”) with Credilab Sdn.

Pursuant to the Agreement, the Company and CLSB will establish

a strategic partnership aimed at leveraging their respective core competencies, resources and market expertise to drive mutual benefit

and growth upon the terms and conditions set forth in the Agreement.

● On September 20, 2024, Mr.

Anand Ramakrishnan, an independent

director of the Board resigned from the Board.

Recent Developments

In July 2023, we engaged WWC, P.C.

to serve as our independent registered public accounting firm, effective July 3, 2023.

In August 2023, we received a letter from the Nasdaq Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) therein stating that for the 30 consecutive business day period between July 6, 2023 through August 16, 2023, the common stock of the Company had not maintained a minimum closing bid price of $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”).

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided an initial period of 180 calendar days, or until February 13, 2024 (the “Compliance Period”), to regain compliance with the Bid Price Rule.

To regain compliance, the closing bid price of the Company’s common stock must meet or exceed $1.00 per share for a minimum of 10 consecutive trading days, unless extended by Nasdaq under Nasdaq Rule 5810(c)(3)(H), prior to February 13, 2024.

The notice from Nasdaq has no immediate effect on the listing of the Company’s common stock and its common stock will continue to be listed on The Nasdaq Capital Market under the symbol “TGL.” The Company is currently evaluating its options for regaining compliance.

There can be no assurance that the Company will regain compliance with the Bid Price Rule or maintain compliance with any of the other Nasdaq continued listing requirements.

● On October 9, 2023 we received a written notice (the “Notice”)

from The Nasdaq Stock Market LLC (“Nasdaq”), notifying the Company that it is no longer in compliance with the minimum stockholders’

equity requirement for continued listing on The Nasdaq Capital Market.

Nasdaq Listing Rule 5550(b)(1) requires listed companies to maintain

stockholders’ equity of at least $2,500,000.

In the Company’s Annual Report on Form 10-K for the fiscal year ended June 30,

2023, the Company reported stockholders’ equity of $(130,332), which is below the minimum stockholders’ equity required for

continued listing pursuant to Nasdaq Listing Rule 5550(b)(1).

Subsequently in November, 2023, we met the minimum stockholders’

equity amount required by Nasdaq as a result of the closing of the November 2023 Offering (as defined below).

● On November 28, 2023, we entered into an underwriting agreement

(the “Underwriting Agreement”) with EF Hutton LLC as the underwriter (the “Underwriter”), relating to a firm

commitment underwritten public offering (the “November 2023 Offering”) of (i) 26,014,000 shares of common stock, par value

$0.00001 per share (the “Common Stock”), at a public offering price of $0.10 per share of Common Stock and (ii) 14,000,000

pre-funded warrants (the “Pre-Funded Warrants”), each with the right to purchase one share of Common Stock, at a public offering

price of $0.0999 per Pre-Funded Warrant.

The Company granted the Underwriter a 45-day over-allotment option to purchase up to 6,002,100

additional shares of common stock and/or Pre-Funded Warrants.

The November 2023 Offering closed on November 30, 2023.The net proceeds

to the Company from the November 2023 Offering were approximately $3.6 million, after deducting underwriting discounts and commissions

and the payment of other offering expenses associated with the Offering that were payable by the Company.

We paid the Underwriter an

underwriting discount equal to 7.0% of the gross proceeds of the November 2023 Offering and a non-accountable expense fee equal to 1.0%

of the gross proceeds of the November 2023 Offering.

We intend to use the net proceeds of the November 2023 Offering for repayment of

convertible debentures issued to YA II PN, Ltd.

and for general corporate purposes, including working capital.

● On February 22, 2024, we filed a Certificate of Amendment

to the Certificate of Incorporation, as amended, of the Company with the Secretary of State of the State of Delaware (the “Certificate

of Amendment”) that provides for a 1-for-70 reverse stock split (the “Split”) of its shares of common stock, par value

$0.00001 per share, that became effective at 12:00 a.m.

on February 27, 2024.

No fractional shares were issued in connection with the

Split and fractional amounts were rounded up to one whole share.

The new CUSIP number for the common stock following the Reverse Stock

Split will be 89458T205.

On March 20, 2024, we received a written notice from the staff of Nasdaq (the “Staff”), notifying the Company that (1) it was not in compliance with the shareholder approval requirement of Nasdaq Listing Rule 5635(c) (the “Rule”) because on October 11, 2023, the Company issued restricted shares in the aggregate amount of 1,816,735 in exchange for the cancellation of $321,562.08 of debt, resulting in an effective price per share of $0.176, 1,057,519 of such shares were issued to Chong Chan “Sam” Teo, the Company’s Chief Executive Officer at the time (the “former CEO”), and the closing bid price on the day preceding the signing of the binding agreement was $0.192;

(2) the aforementioned issuance of shares to the former CEO were issued at a discount and as such, required shareholder approval under the Rule and (3) the Company regained compliance with the Rule on March 13, 2024, when the CEO made a cash payment to the Company to bring the effective price per share to at least the closing bid price on the day preceding the issuance of the shares.

● On February 15, 2024, the Company received a letter from

the Staff stating that the Company has not regained compliance with the Minimum Bid Price Rule and the Company requested to appeal this

determination with the Nasdaq Hearings Panel (the “Panel”).

On February 16, 2024, the Company submitted a hearing request

to the Panel to appeal Nasdaq’s determination and submit a compliance plan, which in accordance with Nasdaq rules stays the delisting

of the Company’s common stock from Nasdaq pending the Panel’s decision.

The hearing was scheduled to occur on April 16, 2024.

On February 27, 2024, the Company effected a 1:70 reverse stock split of its shares of common stock.

On March 20, 2024, the Company received

a letter from the Panel informing the Company that since the common stock of the Company had traded at $1.00 per share or greater for

a 10 consecutive business day period between February 27, 2024 and March 20, 2024, the hearing request was deemed moot.

the Company has regained compliance with the Bid Price Rule and this matter is closed.

Market Opportunity

We expect that continued strong economic expansion,

robust population growth, rising level of urbanization, the emergence of the middle class and the increasing rate of adoption of mobile

technology provide market opportunities for our Company in Southeast Asia (“SEA”).

SEA is a large economy and, as of 2022,

its gross domestic product (“GDP”) was US$3.66 trillion.

1 In comparison, the respective GDP for both the European

Union (“EU”) and the United States (“US”) totaled EUR$15.8 trillion and US$25.5 trillion 2 in 2022.

SEA has experienced rapid economic growth rates in recent years, far exceeding growth in major world economies such as Japan, the EU

According to the International Monetary Fund (“IMF”), Malaysia’s GDP growth averaged more than 4.5% from

2016 to 2019.

However, it experienced a deficit of -5.5% in 2020 due to the COVID-19 pandemic.

Nevertheless, it rebounded to 3.1% and

8.7% in 2021 and 2022 respectively, and it is expected to maintain an average annual growth rate of 4.5% for the next five years, including

3 The GDP of Malaysia amounted to US$337 billion in 2020 and is projected to reach approximately US$500 billion by 2025.

We expect that continued strong economic

expansion, robust population growth, rising level of urbanization, the emergence of the middle class and the increasing rate of

adoption of mobile technology provide market opportunities for our Company in Southeast Asia (“SEA”).

SEA is a large

economy and, as of 2022, its gross domestic product (“GDP”) was US$3.66 trillion.

1 In comparison, the

respective GDP for both the European Union (“EU”) and the United States (“US”) totaled

EUR$15.8 trillion and US$25.5 trillion 2 in 2022.

SEA has experienced rapid economic growth rates in

recent years, far exceeding growth in major world economies such as Japan, the EU and the US.

According to the

International Monetary Fund (“IMF”), Malaysia’s GDP growth averaged more than 4.5% from 2016 to 2019.

experienced a deficit of -5.5% in 2020 due to the COVID-19 pandemic.

Nevertheless, it rebounded to 3.1% and 8.7% in 2021 and 2022

respectively, and it is expected to maintain an average annual growth rate of 4.5% for the next five years, including

3 The GDP of Malaysia amounted to US$337 billion in 2020 and is projected to reach approximately

US$500 billion by 2025.

4 Malaysia registered a strong post-pandemic recovery in 2022.

Its strong macroeconomic policy frameworks, including a track record of

fiscal prudence and a credible monetary policy framework, have served the country well.

Its strong macroeconomic

policy frameworks, including a track record of fiscal prudence and a credible monetary policy framework, have served the country

SEA continues to enjoy robust population growth.

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growing to 681 million in 2022.

According to the World Bank, Malaysia had a population of approximately 33 million people in 2022 compared

to 23 million people in 2000.

https://www.statista.com/statistics/796245/gdp-of-the-asean-countries/

https://www.statista.com/statistics/279447/gross-domestic-product-gdp-in-the-european-union-eu/ https://www.statista.com/statistics/263591/gross-domestic-product-gdp-of-the-united-states/

https://www.imf.org/en/News/Articles/2023/05/31/pr23191-malaysia-imf-executive-board-concludes-2023-article-iv-consultation-with-malaysia

IMF Staff Report March 2021

https://www.worldometers.info/world-population/south-eastern-asia-population/

https://data.worldbank.org/indicator/SP.POP.TOTL?locations=MY

According to the World Bank, Malaysia had a population of approximately 33 million people in

2022 compared to 23 million people in 2000.

A high percentage of Malaysians have lived in

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pandemic, the Internet economy continues to boom in SEA.

According to a Google Temasek e-Conomy SEA 2022 Report (the “Google Report”),

internet usage in the region increased with 20 million new users added in 2022 for a total of 460 million compared to 360 million in 2019

and 440 million in 2021.

An additional 100 million internet users have come online in the last three years since 2020.

year 2022, 94% of Malaysia’s population is now online, compared to approximately 62% in 2013.

11 It is forecasted to continuously

increase between 2024 and 2028, totaling a growth of 0.4 percentage points.

81% and 80% of Malaysia and SEA’s internet users, respectively,

have made at least one purchase online.

E-commerce, online media and food delivery adoption and usage surged with the total value of goods

and services sold via the Internet, or gross merchandise value (“GMV”), in SEA, expected to reach approximately US$200 billion

by year end 2022 according to the Google Report.

In fact, according to the Google Report, the SEA Internet sector GMV is forecast to grow

to over US$360 billion by 2025 up from the $300 billion forecast in the Google, Temasek, Bain SEA Report 2022.

According to a Google Temasek e-Conomy SEA 2022 Report (the “Google

Report”), internet usage in the region increased with 20 million new users added in 2022 for a total of 460 million compared

to 360 million in 2019 and 440 million in 2021.

An additional 100 million internet users have come online in the last three years

10 In year 2022, 94% of Malaysia’s population is now online, compared to approximately 62% in 2013.

It is forecasted to continuously increase between 2024 and 2028, totaling a growth of 0.4 percentage points.

81% and 80% of Malaysia and

SEA’s internet users, respectively, have made at least one purchase online.

E-commerce, online media and food delivery adoption

and usage surged with the total value of goods and services sold via the Internet, or gross merchandise value (“GMV”), in

SEA, expected to reach approximately US$200 billion by year end 2022 according to the Google Report.

In fact, according to the Google

Report, the SEA Internet sector GMV is forecast to grow to over US$360 billion by 2025 up from the $300 billion forecast in

the Google, Temasek, Bain SEA Report 2022.

Malaysia’s internet economy has grown from

$14 billion in 2020 to $21 billion in 2021 (47% growth) and is expected to grow to $35 billion in 2025.

As consumers in these markets gradually shift

towards the online platform model, the total value of internet-based transactions has grown tremendously and is expected to keep doing

According to the Google Report, total the GMV of South Asia’s Internet economy is expected to skyrocket from US$174 billion

in 2021 to US$363 billion in 2025.

We believe that these ongoing positive economic and demographic trends

in SEA and South Asia propel demand for our e-commerce platform.

1 https://www.statista.com/statistics/796245/gdp-of-the-asean-countries/

2 https://www.statista.com/statistics/279447/gross-domestic-product-gdp-in-the-european-union-eu/

https://www.statista.com/statistics/263591/gross-domestic-product-gdp-of-the-united-states/

3 https://www.imf.org/en/News/Articles/2023/05/31/pr23191-malaysia-imf-executive-board-concludes-2023-article-iv-consultation-with-malaysia

4 IMF Staff Report March 2021

5 https://www.worldometers.info/world-population/south-eastern-asia-population/

https://data.worldbank.org/indicator/SP.POP.TOTL?locations=MY

6 https://www.statista.com/statistics/455880/urbanization-in-malaysia/

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13 https://www.digitalnewsasia.com/digital-economy/e-conomy-sea-report-2021-malaysias-internet-economy-crosses-us21-bil

As consumers in these markets gradually shift

towards the online platform model, the total value of internet-based transactions has grown tremendously and is expected to keep doing

According to the Google Report, total the GMV of South Asia’s Internet economy is expected to skyrocket from US$174 billion

in 2021 to US$363 billion in 2025.

We believe that these ongoing positive economic

and demographic trends in SEA and South Asia propel demand for our e-commerce platform.

About the ZCITY App

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Geo-location-based Homepage

Based on the users’

location, nearby merchants and exclusive offers are selected and directed to them on their homepage for a smooth, user-friendly

Based on the users’ location, nearby

merchants and exclusive offers are selected and directed to them on their homepage for a smooth, user-friendly interaction.

Affiliate Partnership

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than five local services providers such as Shopee and Lazada.

The ZCITY App allows users to enjoy more rewards when they navigate from the

ZCITY App to a partner’s website.

The ZCITY App allows users to enjoy more rewards when they navigate from

the ZCITY App to a partner’s website.

Bill Payment & Prepaid service

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Users can earn daily rewards by playing

our ZCITY App minigame “Spin & Win” where they can earn further ZCITY RP, ZCITY e-Vouchers as well as monthly grand prizes.

our ZCITY App minigame “Spin & Win” where they can earn further ZCITY RP, ZCITY e-Vouchers as well as monthly grand

ZCITY RAHMAH Package

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ZCITY App offers a “Smart F&B”

system that provides a one stop solution and digitalization transformation for all registered Food and Beverage (“F&B”)

system that provides a one stop solution and digitalization transformation for all registered Food “F&B”

outlets located in Malaysia.

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and execute RP redemptions and rewards online on the ZCITY App.

By utilizing our CRM analytics software

to attract and retain consumers through personalized promotions, we believe that data-driven engagement can be more efficiently harnessed

to generate greater profitability.

Since December 2022, we have been developing TAZTE.

However, due to

insufficient participation from merchant clients, management has decided to discontinue the program as of June 2024.

Zstore is ZCITY App’s e-mall service

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key partnerships by category:

Merchant Agreements .

We have retail merchant agreements with Morganfield’s Holdings Sdn.

Bhd, and the Alley which together

own more than 100 offline food and beverage franchises in Malaysia.

Each of these retail merchants have signed our standard retail merchant

agreement which allow merchants to sell their products on the ZCITY App for which we receive a commission ranging from 1% to 10% depending

on the category of goods or services being purchased on the ZCITY App.

These agreements also provide that each party may use the intellectual

property marks of the other party without charge.

Retail Merchant Agreements .

have retail merchant agreements with Morganfield’s Holdings Sdn.

Bhd, and the Alley which together own more than 100 offline food

and beverage franchises in Malaysia.

Each of these retail merchants have signed our standard retail merchant agreement which allow merchants

to sell their products on the ZCITY App for which we receive a commission ranging from 1% to 10% depending on the category of goods or

services being purchased on the ZCITY App.

These agreements also provide that each party may use the intellectual property marks of the

other party without charge.

These agreements may be terminated by either party with 30 days’ notice.

6, 2023, TGL entered into a licensing agreement with the fast-growing Malaysian F&B brand, Abe Yus.

This agreement grants TGL the

exclusive worldwide right to sublicense third parties to use Abe Yus’ trademarks for their F&B business chain.

Serving as the

master franchisor, TGL will oversee brand loyalty and raw material supply.

Additionally, all Abe Yus F&B outlets will be required

to adopt TAZTE, TGL’s digital F&B management system, across all their operations and generating more revenue through monthly

licensing fees, start-up fees for new location and supply chain management.

Partners Agreements .

Services Partners Agreements .

We have service provider agreements with Coup Marketing Asia Pacific Sdn.

D/B/A Pay’s Gift

and MOL Access Portal Sdn.

D/B/A Razer Gold in which Pay’s Gift and Razer Gold provide us with e-vouchers for use on the

ZCITY App that provide users with discounts on goods and services of many top multinational and lifestyle brands, including gas,

clothing, fast food, movie theaters and others.

D/B/A Pay’s Gift and MOL Access Portal Sdn.

D/B/A Razer Gold in which Pay’s Gift and Razer Gold provide us with e-vouchers for use on the ZCITY App that provide

users with discounts on goods and services of many top multinational and lifestyle brands, including gas, clothing, fast food, movie

theaters and others.

We pay the service partner for the cost of the e-voucher plus a service fee.

contracts provide for the use by us of the trademarks of the service providers and may be terminated at any time with 30 days’

ZCITY has also entered into an agreement with Apigate Sdn Bhd, a wholly-owned subsidiary of Axiata Digital, branded as Boost

This agreement was entered into on July 28, 2023, and commenced on the same date, July 28, 2023.

These contracts provide for the

use by us of the trademarks of the service providers and may be terminated at any time with 30 days’ notice.

also entered into an agreement with Apigate Sdn Bhd, a wholly-owned subsidiary of Axiata Digital, branded as Boost Connect.

agreement was entered into on July 28, 2023, and commenced on the same date, July 28, 2023.

It shall continue until

March 1, 2024.

Apigate Sdn Bhd is a global digital monetization and customer growth platform ecosystem provider, which offers us the

services for the reselling of digital vouchers.

Apigate Sdn Bhd is a global digital monetization and customer growth platform ecosystem provider, which offers

us the services for the reselling of digital vouchers.

Local Strategic Partner Agreements .

We have local strategic partner agreements with iPay88.

have local strategic partner agreements with iPay88.

The agreements we enter into with these local strategic partners provide us with

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The iPay88 agreement was entered into on August 6,

6, 2021 and provides our users with payment gateways that include credit card processing, online banking services from certain banks in

Malaysia and eWallet payment processing such as Touch’ N Go eWallet, Grabpay, ShopeePay, Boost eWallet etc for which iPay88 receives

a fee ranging from 1.0% to 1.6% of the processed transaction depending on the credit card used or if the transaction is online banking

Sdn Bhd (formerly known as Gem Reward Sdn Bhd), has entered into a business partner agreement with CIMB Bank to establish a payment gateway.

This agreement enables users to conveniently make payments using their CIMB Bank credit and debit cards.

Additionally, users have the

added benefit of enjoying rewards for their spending at ZCITY through this partnership.

2021 and provides our users with payment gateways that include credit card processing, online banking services from certain banks in Malaysia

and eWallet payment processing such as Touch’ N Go eWallet, Grabpay, ShopeePay, Boost eWallet etc for which iPay88 receives a fee

ranging from 1.0% to 1.6% of the processed transaction depending on the credit card used or if the transaction is online banking or eWallet.

ZCity Sdn Bhd (formerly known as Gem Reward Sdn

Bhd), has entered into a business partner agreement with CIMB Bank to establish a payment gateway.

This agreement enables users to conveniently

make payments using their CIMB Bank credit and debit cards.

Additionally, users have the added benefit of enjoying rewards for their spending

at ZCITY through this partnership.

Local Demands Agreements .

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which provide ZCITY App users bill payment services.

The Digi agreement was entered on December 16, 2021 and provides our

users with bill payment services for all of its telecommunication products and services to postpaid subscribers.

We receive a commission

from Digi of 0.5% for each transaction.

ZCITY App users may also use Digi’s prepaid automatic internet payment service for which

we receive a commission from Digi of 2.5% for each reload.

The Digi agreement may be terminated by either party with 30 days’ notice.

The Digi agreement was entered on December 16,

2021 and provides our users with bill payment services for all of its telecommunication products and services to postpaid subscribers.

We receive a commission from Digi of 0.5% for each transaction.

ZCITY App users may also use Digi’s prepaid automatic internet payment

service for which we receive a commission from Digi of 2.5% for each reload.

The Digi agreement may be terminated by either party with

30 days’ notice.

CelcomDigi kicked off full-scale integration of Digi & Celcom network in December 2022.

This marks one of the largest telecommunications

network deployment projects in Malaysia.

marks one of the largest telecommunications network deployment projects in Malaysia.

The ATX agreement was entered into on November 8,

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with 30 days’ notice.

The Company has both direct and indirect

relationships with merchants and service providers.

In terms of the Company’s indirect relationships, through the service

partner’s agreement the Company is able to offer e-vouchers for leading brands including, among others, Shell, Lazada

FamilyMart and Watsons;

while via the iPay88 agreement, the Company gains access to other e-wallet providers, such as Boost and

Additionally, through the Company’s agreement with ATX Distribution, it is able to gain access to bill payment

services provided by Malaysia’s telco service provider such as, among others, CelcomDigi, U Mobile, Astro and Air

The Company has both direct and indirect relationships

with merchants and service providers.

In terms of the Company’s indirect relationships, through the service partner’s agreement

the Company is able to offer e-vouchers for leading brands including, among others, Shell, Lazada FamilyMart and Watsons;

while via the

iPay88 agreement, the Company gains access to other e-wallet providers, such as Boost and Grabpay.

Additionally, through the Company’s

agreement with ATX Distribution, it is able to gain access to bill payment services provided by Malaysia’s telco service provider

such as, among others, CelcomDigi, U Mobile, Astro and Air Selangor.

Download ZCITY App

ZCITY App is free to download from the Google Play Store, Apple iOS

Store, and Huawei AppGallery.

ZCITY App is free to download from the Google

Play Store, Apple iOS Store, and Huawei AppGallery.

ZCITY Apps’s Reward Points Program

Operating under the hashtag #RewardsOnRewards,

we believe the ZCITY App reward points program encourages users to sign up the app, as well

as increasing user engagement and spending on purchases/repeat purchases and engenders user loyalty.

we believe the ZCITY App reward points program encourages users to sign up the app, as well as increasing user engagement and spending

on purchases/repeat purchases and engenders user loyalty.

Furthermore, we believe the simplicity of the

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● 50% RP of every user paid amount;

25% RP of every referred user paid amount as a result of the referral.

● 25% RP of every referred user paid amount as a result of

the referral.

The key objectives of our RP are:

● Social Engagement;

○ RP are offered to users

for increased social engagement.

○ RP incentivizes users

with every MYR spent in order to increase the spending potential and to build users loyalty.

○ Drives loyalty and greater

customer engagement.

Every new user onboarded will get 200 RP as welcoming gift.

● RP are offered to users for increased social engagement.

● RP incentivizes users with every MYR spent in order to increase

the spending potential and to build users loyalty.

● Drives loyalty and greater customer engagement.

user onboarded will get 200 RP as welcoming gift.

● Referral Program;

○ Rewards users with RP

when they refer a new user.

● Rewards users with RP when they refer a new user.

Offline Merchant

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user, our ZCITY App RP program will credit RP to the user for all MYR paid.

Merchant Facing Business

At present, our ZCITY merchants are concentrated

in the F&B and lifestyle sectors.

Moving forward, we plan to expand our product/service offering to include grocery stores, convenience

stores, “micro-SME” (“small to medium size enterprises”) loan programs, affiliate p rograms

and advertising agencies.

We believe that ZCITY’s TAZTE Smart F&B

System, launched in the fourth quarter of 2022, provides merchants with a one-stop automated solution to digitalize their business.

offers an innovative and integrated technology ecosystem that addresses and personalizes each merchant’s technological needs and

aims to be at the forefront of creating a smart consumer experience, thereby eliminating conventional and outdated standalone point of

sale (or “POS”) systems.

TAZTE allows merchants to effortlessly record

transactions with online payment or QR digital payment technology, set discounts and execute RP redemptions and rewards online, all via

our ZCITY App.

It utilizes ZCITY App’s CRM analytics software to attract and retain consumers through personalized, data-driven

engagement to generate greater profitability.

TAZTE Smart F&B System also features a ‘Deviceless

Queue System’ that reduces staff headcount and a private domain delivery service that will allow merchants access to multiple dedicated

delivery partners to ensure outstanding delivery service to consumers.

Licensing Agreements

On June 6, 2023, AY Food Ventures Sdn Bhd (“AYFV”),

one of our wholly owned subsidiaries entered into a licensing agreement with Sigma Muhibah Sdn Bhd, a food & beverage company, in

which Abe Yus granted AYFV the exclusive worldwide right to grant sub-licensees to any third parties to use Abe Yus’ trademarks

for its food & beverage business chain (the “Abe Yus Licensing Agreement”).

As the master franchisor, AYFV will manage

brand loyalty and raw material supply.

Under the Abe Yus Licensing Agreement, all the Abe Yus F&B outlets will be obligated to adopt

TAZTE, our digital F&B management system, across all our businesses.

Morganfield’s

On May 1, 2023, through our subsidiary, Morgan

and Morganfield’s Holdings Sdn.

Bhd., a restaurant chain specializing in comfort food and American-style barbecue,

entered into a Worldwide Master License Agreement (the “Morganfield’s License Agreement”), in which Morganfield’s

granted us an exclusive worldwide license to grant sub-licensees to third parties to use Morganfield’s trademarks for the restaurant

Pursuant to the Morganfield’s License Agreement, Morganfield’s will also adopt our digital food & beverage management

system, TAZTE, in its nine franchisees in Malaysia, China and Singapore, accelerating the rollout of TAZTE in the region.

The term of the Morganfield’s License Agreement

is for a period of five years, from May 1, 2023 to May 1, 2028, and will automatically renew for another five years upon expiration of

the initial term unless the Morganfield’s License Agreement is terminated.

We will be entitled the right to collect payment of the

total monthly collections from our sub-licensees, namely current licensees and the newly-appointed sub-licensees provided that we pay

to Morganfield’s the monthly management fees, the amount of which will range depending on our total monthly collection from our

sublicensees in any given period, with a minimum monthly payment of RM 90,000 in year 1, RM 100,000 in year 2, RM 110,000 in year 3, RM

120,000 in year 4 and RM 130,000 in year 5.

As we became closer to the F&B industry and

increased our understanding, we saw a significant opportunity that would not only support the distribution of TAZTE, but establish several

new revenue streams for us.

Our strategic plan is to establish synergies with our technology solutions by becoming a master licensor of

F&B companies in Southeast Asia.

We will adopt TAZTE into new restaurants, while also receiving revenue from monthly licensing fees

and start-up fees with little barrier to entry.

Under the subsidiary named “Foodlink”

that TGL has established to house F&B master franchisor activity, the subsidiary will manage all brand royalties and related IP through

lease, ownership or JV agreements;

and provide F&B consulting including market & product optimization as well as supply chain monetization.

TAZTE Smart F&B System shall be adopted in Morgan Global and AY Food Venture licensee holder.

Marketing Strategy — Consumer

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App Campaign (or “UAC”) by Google.

UAC helps promote our ZCITY App across Google’s

largest properties including Google Search, Google Play Store , YouTube, and the Google Display

It combines information Google has on users’ tendencies and perceived intents outside of the app (such as what they have

searched for, what other apps they have downloaded and what they watched on YouTube) with advertisers’ information on user actions

uses machine learning technology to make decisions for each ad by analyzing potential data signal combinations in real-time, including

the platform where users are most likely to engage with our ad (such as YouTube or Gmail), the right ad format (whether video, text, or

combination of the two) and keywords that will perform best for our marketing goals.

in order to obtain more accurate data for analysis, AppsFlyer SDK is installed in our ZCITY App, where it provides conversion data of

user acquisition and retention campaigns.

UAC helps promote our ZCITY App across Google’s largest properties including

Google Search, Google Play Store, YouTube, and the Google Display Network.

It combines information Google has on users’ tendencies

and perceived intents outside of the app (such as what they have searched for, what other apps they have downloaded and what they watched

on YouTube) with advertisers’ information on user actions in the app.

UAC then uses machine learning technology to make

decisions for each ad by analyzing potential data signal combinations in real-time, including the platform where users are most likely

to engage with our ad (such as YouTube or Gmail), the right ad format (whether video, text, or combination of the two) and keywords that

will perform best for our marketing goals.

In addition, in order to obtain more accurate

data for analysis, AppsFlyer SDK is installed in our ZCITY App, where it provides conversion data of user acquisition and retention campaigns.

Through AppsFlyer SDK, we can monitor digital media activities to optimize our marketing budget.

The data can be utilized and turned into actionable insights (to run campaigns and promotions

which users are more favorable to) that will share our strategic and tactical business decisions, while boosting the ZCITY App

brand presence.

Marketing Strategy - Merchants “6Cs”

The data can be utilized and turned into

actionable insights (to run campaigns and promotions which users are more favorable to) that will share our strategic and tactical business

decisions, while boosting the ZCITY App brand presence.

Marketing Strategy — Merchants

“6Cs” Strategy

In order to roll out our system, we plan to implement

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generate brand loyalty.

We have developed “The PILOT” program where we plan offer prospective merchant F&B owners a free

TAZTE Smart F&B system to facilitate their O2O business.

Convenience .

We plan to demonstrate the

convenience provided by our ZCITY App by launching a digitalization initiative which can get a merchant up and running on our platform

within 24 hours.

We believe this strategy emphasizes the ease of onboarding potential merchants and the potential positive transformation

of their business in the shortest amount of time.

plan to demonstrate the convenience provided by our ZCITY App by launching a digitalization initiative which can get a merchant up and

running on our platform within 24 hours.

We believe this strategy emphasizes the ease of onboarding potential merchants and the potential

positive transformation of their business in the shortest amount of time.

Competition .

To further differentiate our

system from our competitors, we expect to identify, compare and discover issues within their business model of operations against our

own business model.

The “SWITCH 180” program is where we plan to offer F&B owners not only a free TAZTE Smart F&B

system, but we will also offer additional support such as artificial intelligence inventory management system and discount vouchers.

further differentiate our system from our competitors, we expect to identify, compare and discover issues within their business model

of operations against our own business model.

Consistency with Creative Content .

to maintain a consistent brand image across all our current marketing approaches with creative and innovative content.

We strive to make

our brand recognizable to stand out among competitors to increase brand awareness and recognition.

plan to maintain a consistent brand image across all our current marketing approaches with creative and innovative content.

to make our brand recognizable to stand out among competitors to increase brand awareness and recognition.

Corporate Social Responsibilities .

to integrate social and environmental concerns in our business operations to gain positive publicity and recognition and greater market

For example, our “Love Delivery” program under TAZTE will allow consumers to donate food through our merchant family

to charitable establishments such as orphanages and senior centers and similar charitable organizations.

Our “Green Oil” program

will allow our merchants to contribute to zero pollution by recycling used cooking oil with one of our strategic partners.

expect to integrate social and environmental concerns in our business operations to gain positive publicity and recognition and greater

market exposure.

For example, our “Green Oil”

program will allow our merchants to contribute to zero pollution by recycling used cooking oil with one of our strategic partners.

Credibility .

We expect to prove our credibility

by presenting our expertise to potential merchants who are seeking alternative business strategies in the ever-expanding technological

We expect to prove our

credibility by presenting our expertise to potential merchants who are seeking alternative business strategies in the ever-expanding

technological age.

We believe that promoting a credible and reliable system for merchants will increase referrals and positive reviews.

Cares <3” program offers F&B owners free business operations “health checks” and offers troubleshooting solutions

by introducing TAZTE Smart F&B System into their business.

Revenue Model

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(1) product and loyalty program revenue, (2) transaction revenue, and (3) agent subscription revenue.

Please see “Management’s

Discussion and Analysis ̶ Revenue Recognition .”

see “Management’s Discussion and Analysis — Revenue Recognition .”

Our Competitive Strengths

Powerful, Unique and Integrated App .

have designed an application – the ZCITY App – which serves both consumers and merchants in ways that concurrently maximize

value creation and enhance the shopping experience.

Furthermore, through the application of our proprietary developed AI technology, we

can offer consumers a more personalized and targeted rewards offering/experience.

have designed an application — the ZCITY App — which serves both consumers and merchants in ways that

concurrently maximize value creation and enhance the shopping experience.

Furthermore, through the application of our proprietary developed

AI technology, we can offer consumers a more personalized and targeted rewards offering/experience.

Unique Loyalty Program .

Operating under

our hashtag #RewardsOnRewards, we believe our RP program increases user engagement and loyalty.

Through consumer redemption and platform

issuance of RP, we believe our system is advantageous to both consumers and merchants.

under our hashtag #RewardsOnRewards, we believe our RP program increases user engagement and loyalty.

Through consumer redemption and

platform issuance of RP, we believe our system is advantageous to both consumers and merchants.

Attractive Markets .

We currently operate

in Malaysia, which according to the IMF is expected to average annual growth rate of 4.5% GDP growth over the next five years.

currently operate in Malaysia, which according to the IMF is expected to average annual growth rate of 4.5% GDP growth over the next five years.

See Part I, Item 1.

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trends and accelerating adoption of mobile technology.

https://www.imf.org/en/News/Articles/2023/05/31/pr23191-malaysia-imf-executive-board-concludes-2023-article-iv-consultation-with-malaysia

Experienced Management Team .

Our executives

and directors combine decades of on-the-ground local e-commerce operations and social media marketing experience, as well as professional

expertise in the global finance field.

executives and directors combine decades of on-the-ground local e-commerce operations and social media marketing experience, as well as

professional expertise in the global finance field.

Our Growth Strategy

Our main goal is focused on the recruitment of

new consumers and the registration of as many TAZTE merchants as possible in the most efficient way in the shortest amount of time.

new consumers and the registration of as many merchants as possible in the most efficient way in the shortest amount of time.

believe that this approach establishes a cycle where more consumers lead to more merchants and more merchants lead to more consumers.

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Consumer Growth .

We strive to provide consumers

with a smarter shopping experience from ordering to receiving goods and services as one seamless process.

Our marketing efforts will focus

on attracting consumers by awarding RP upon the execution of successful transactions (where they can redeem instant rebates).

strive to provide consumers with a smarter shopping experience from ordering to receiving goods and services as one seamless process.

Our marketing efforts will focus on attracting consumers by awarding RP upon the execution of successful transactions (where they can

redeem instant rebates).

Merchant Growth .

We believe that our TAZTE

program is an example of an O2O platform focusing on transforming traditional ways of operating F&B business with digitalized smart

ecosystems which better streamline merchant business operations and directly contribute to higher revenues.

We feel TAZTE has the potential

for our ZCITY App to pioneer a generation of technologically astute “Smart Merchants,” effectively encouraging more merchants

to join the technological trend.

Apart from the technological advantages, merchants would be able to gain access to a significant consumer

database of nearly one million registered users currently for their own brand marketing.

We feel our ZCITY App has the potential to pioneer a generation of

technologically astute “Smart Merchants,” effectively encouraging more merchants to join the technological trend.

the technological advantages, merchants would be able to gain access to a significant consumer database of nearly 2.7 million registered

users currently for their own brand marketing.

Partner Growth .

We are continuously enhancing

the ZCITY App through adding further strategic partnerships.

We believe that collaborations will enable merchants and consumers to have

more options to choose from and the delivery speed and rates related to transparency will benefit all parties.

are continuously enhancing the ZCITY App through adding further strategic partnerships.

We believe that collaborations will enable merchants

and consumers to have more options to choose from and the delivery speed and rates related to transparency will benefit all parties.

Expansion Growth .

With our proven systems

and by leveraging our large network, leading technology, operational excellence, and product expertise, we expect the ZCITY App to launch

and scale our expansion plans to neighboring countries such as Indonesia, Thailand, and Japan, by partnering with or acquiring local establishments.

our proven systems and by leveraging our large network, leading technology, operational excellence, and product expertise, we expect the

ZCITY App to launch and scale our expansion plans to neighboring countries such as Indonesia, Thailand, and Japan, by partnering with

or acquiring local establishments.

Acquisition Growth .

In order to complement

our organic growth strategy, we will continue to evaluate investment and acquisition opportunities that will enable us to become market

Our anticipated investments and acquisitions of other e-commerce platforms in different verticals are expected to expand our

service offerings and attract new consumers and merchants.

We expect negotiations with acquisition targets in the e-Commerce industries.

order to complement our organic growth strategy, we will continue to evaluate investment and acquisition opportunities that will enable

us to become market leaders.

Our anticipated investments and acquisitions of other e-commerce platforms in different verticals are expected

to expand our service offerings and attract new consumers and merchants.

We expect negotiations with acquisition targets in the e-Commerce

Furthermore, we would expect to finance such acquisitions through internal and potential financings from the stock market.

https://www.imf.org/en/News/Articles/2023/05/31/pr23191-malaysia-imf-executive-board-concludes-2023-article-iv-consultation-with-malaysia

Strategic Partnerships

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Competitive Outlook

We compete with other online platforms and apps

for merchants, who can sell their products/services on other online shopping marketplaces and other food ordering platforms.

We also compete

with other e-commerce platforms and apps, fashion and lifestyle retailers and restaurants for the attention of consumers.

Consumers have

the choice of shopping with any online or offline retailer, large marketplaces or restaurant chain.

We compete for consumers and merchants

based on our ability to deliver a personalized e-commerce experience with an easy-to-use mobile app, unique cross-business reward system,

instant rebate & cashback, and a trusted payment gateway which is both secure and convenient.

We compete with other online platforms and

apps for merchants, who can sell their products/services on other online shopping marketplaces and other food ordering platforms.

also compete with other e-commerce platforms and apps, fashion and lifestyle retailers and restaurants for the attention of

Consumers have the choice of shopping with any online or offline retailer, large marketplaces or restaurant chain.

compete for consumers and merchants based on our ability to deliver a personalized e-commerce experience with an easy-to-use mobile

app, unique cross-business reward system, instant rebate & cashback, and a trusted payment gateway which is both secure and

Within the Malaysian market, we believe the principal

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We expect to be able to successfully compete for

merchants based on our unique cross-business reward system, reward points module, instant rebate and cashback program ,

upcoming new features, which we expect will build lasting customer loyalty for our merchants, as well as our personalized, data-driven

approach to customer engagement, both of which ensure that our success is aligned with that of our merchants.

merchants based on our unique cross-business reward system, reward points module, instant rebate and cashback program, upcoming new features,

which we expect will build lasting customer loyalty for our merchants, as well as our personalized, data-driven approach to customer engagement,

both of which ensure that our success is aligned with that of our merchants.

Intellectual Property Matters

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not be easily replaced and therefore could materially affect our business and results of operations.

ZCITY has filed one trademark application stylized as “ ” with the trademark offices of Malaysia.

The name and mark, ZCITY

App and other trade names and service marks of ZCITY in this prospectus are our property.

ZCITY has filed one patent application

entitled “A Revenue Allocation System” with the Patents Registration Office of Malaysia.

We manage all our intellectual property matters

in Malaysia including the registration of patents, trademarks, trade names, and service marks in the name of ZCITY, our subsidiary in

has filed one trademark application stylized as “” with the trademark offices of Malaysia.

The name and mark, ZCITY App and

other trade names and service marks of ZCITY in this prospectus are our property.

filed one patent application entitled “A Revenue Allocation System” with the Patents Registration Office of Malaysia.

We manage all our intellectual property

matters in Malaysia including the registration of patents, trademarks, trade names, and service marks in the name of ZCITY, our

subsidiary in Malaysia.

While we have not delineated each of our trademarks, the foregoing constitutes our material trademarks.

Without prejudice to

the generality of foregoing, ZCITY is, inter alia, the direct owner of the registered trademark “ZCITY” in connection with

artificial intelligence software, electronic payment services, loyalty programs, SaaS platforms, and other subsets of our business.

Without prejudice to the generality of foregoing, ZCITY is, inter alia, the direct owner of the registered trademark

“ZCITY” in connection with artificial intelligence software, electronic payment services, loyalty programs, SaaS

platforms, and other subsets of our business.

Information Technology Protection .

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AWScloud and is compliant with SOC2, which we believe securely manages our data across six aspects:

Security – protects the system resources against unauthorized access.

● Security — protects the system resources

against unauthorized access.

Apply security group rules as security control.

Enabled AWS WAF rule for more protection.

AWS WAF (Web Application Firewall) is a managed security service provided by Amazon Web Services (AWS) that helps protect web applications from various web-based attacks.

It acts as a protective layer between your web applications and the internet, allowing you to control and monitor incoming traffic to your web applications.

Availability – makes sure the server accessibility meets the SLA.

AWS WAF (Web Application

Firewall) is a managed security service provided by Amazon Web Services (AWS) that helps protect web applications from various web-based

It acts as a protective layer between your web applications and the internet, allowing you to control and monitor incoming traffic

to your web applications.

● Availability — makes sure the server accessibility

meets the SLA.

Regularly review and report on server availability metrics to track performance against SLA targets.

Provide transparent reporting to stakeholders, including customers, about server uptime and downtime.

Moreover, continuously monitor and analyze server performance data (AWS) to identify areas for improvement.

Provide transparent

reporting to stakeholders, including customers, about server uptime and downtime.

Moreover, continuously monitor and analyze server performance

data (AWS) to identify areas for improvement.

Implement optimizations to enhance server availability and performance over time.

Processing integrity– data process monitoring couple with quality assurance procedures can help ensure processing integrity.

Confidentiality – data is encrypted during network transmission.

Subscripted to the cloud flare service, which offers a range of services to protect websites, applications, and company data.

● Processing integrity — data process monitoring

couple with quality assurance procedures can help ensure processing integrity.

● Confidentiality — data is encrypted during

network transmission.

Subscripted to the cloud flare service, which offers a range of services to protect websites, applications, and

company data.

● Privacy — data collection, use, retention,

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● Backup — Enabled AWS Backup service.

It helps you centralize and automate the backup of data across various AWS services and on-premises resources.

AWS Backup is designed to be efficient, scalable, and reliable.

you centralize and automate the backup of data across various AWS services and on-premises resources.

AWS Backup is designed to be efficient,

scalable, and reliable.

We practice Disaster Recovery SOP to easily overcome

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to other in-service data centers.

Disaster Recovery – First-in-class automated disaster recovery mechanism with multi-AZ support https://docs.aws.amazon.com/whitepapers/latest/disaster-recovery-workloads-on-aws/disaster-recovery-options-in-the-cloud.html

The controls for restricting user access to our

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5) Managing Privileged User access

Separation of Duties to reduce the risk of misuse of client code and assets

Change management, risk management and issue management are exercised as part of Management Reviews

6) Separation of Duties to reduce the risk of misuse of client

code and assets

7) Change management, risk management and issue management are

exercised as part of Management Reviews

29 Disaster Recovery — First-in-class automated disaster recovery mechanism with multi-AZ support https://docs.aws.amazon.com/whitepapers/latest/disaster-recovery-workloads-on-aws/disaster-recovery-options-in-the-cloud.html

From time to time, we may become involved in legal

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We lease and maintain our offices at located at

276 5 th Avenue, Suite 704 #739, New York, New York 10001 and No.29, Jalan PPU 2A, Taman Perindustrian Pusat Bandar Puchong,

47100 Puchong, Selangor, Malaysia.

276 5 th Avenue, Suite 704 #739, New York, New York 10001 and No.29, Jalan PPU 2A, Taman Perindustrian Pusat Bandar

Puchong, 47100 Puchong, Selangor, Malaysia.

Human Capital Resources

As of June 30, 2023, we had a total of 103 full-time

employees and a total of [*] independent contractors and consultants.

We engage consultants on an as-needed basis to supplement existing

As of June 30, 2024, we had a total of 25 full-time employees

and a total of 3 independent contractors and consultants.

We engage consultants on an as-needed basis to supplement existing staff.

Since the onset of the COVID-19 pandemic, we have taken an integrated approach to helping our employees manage their work and personal

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Our ZCITY website address is https://zcity.io .

Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form

8-K, any amendments to those reports, and registration statements filed or furnished with the SEC, are available free of charge through

We make these materials available through our website as soon as reasonably practicable after we electronically file such

materials with, or furnish such materials to, the SEC.

The reports filed with the SEC by our executive officers and directors pursuant

to Section 16 under the Exchange Act are also made available, free of charge on our website, as soon as reasonably practicable after

copies of those filings are provided to us by those persons.

These materials can be accessed through the “Investors” section

of our website.

The information contained in, or that can be accessed through, our website is not part of this Annual Report on Form

R isk Factors.

Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current

Reports on Form 8-K, any amendments to those reports, and registration statements filed or furnished with the SEC, are available

free of charge through our website.

We make these materials available through our website as soon as reasonably practicable after we electronically

file such materials with, or furnish such materials to, the SEC.

The reports filed with the SEC by our executive officers and directors

pursuant to Section 16 under the Exchange Act are also made available, free of charge on our website, as soon as reasonably

practicable after copies of those filings are provided to us by those persons.

These materials can be accessed through the “Investors”

section of our website.

The information contained in, or that can be accessed through, our website is not part of this Annual Report on

Investing in our common stock is highly speculative

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Before you invest in our securities, you should give careful consideration to the following

risk factors, in addition to the other information included in this Annual Report on Form 10-K, including our financial statements and

related notes, before deciding whether to invest in our securities.

The occurrence of any of the adverse developments described in the

following risk factors could materially and adversely harm our business, financial condition, results of operations or prospects.

case, the trading price of our common stock could decline, and you may lose all or part of your investment.

Risks Related to Our

risk factors, in addition to the other information included in this Annual Report on Form 10-K, including our financial statements

and related notes, before deciding whether to invest in our securities.

The occurrence of any of the adverse developments described in

the following risk factors could materially and adversely harm our business, financial condition, results of operations or prospects.

In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.

Risks Related to Our Business

There is substantial doubt about our ability

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We have incurred substantial operating losses since our inception.

For the year ended June 30, 2023, we had approximately $4.6 million cash on hand, an accumulated deficit of approximately $31.4 million

at June 30, 2023, a net loss of approximately $11.7 million for the year ended June 30, 2023, and approximately $9.6 million net cash

used by operating activities for the year ended June 30, 2023.

The accompanying consolidated financial statements have been prepared on

a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

the year ended June 30, 2024, we had approximately $200,013 cash on hand, an accumulated deficit of approximately $38.0 million

at June 30, 2024, a net loss of approximately $6.59 million for the year ended June 30, 2024, and approximately $4.7 million

net cash used by operating activities for the year ended June 30, 2024.

The accompanying consolidated financial statements have been

prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of

We anticipate incurring additional losses until such time, if ever, that we will be able to effectively market our products.

we will seek to obtain additional capital through the sale of debt or equity financing or other arrangements to fund operations;

there can be no assurance that we will be able to raise needed capital under acceptable terms, if at all.

The sale of additional equity

may dilute existing stockholders and newly issued shares may contain senior rights and preferences compared to currently outstanding

shares of common stock.

Issued debt securities may contain covenants and limit our ability to pay dividends or make other distributions

to stockholders.

If we are unable to obtain such additional financing, future operations would need to be scaled back or discontinued.

Due to these factors, management believes that there is substantial doubt in our ability to continue as a going concern for twelve months

from the issuance of these consolidated financial statements.

If we have insufficient capital to operate our business under our current

business plan, we have contingency plans for our business that include, among other things, the delay of the introduction of new products

and a reduction in headcount which is expected to substantially reduce revenue growth and delay our profitability.

There can be no assurance

that our implementation of these contingency plans will not have a material adverse effect on our business.

Also, we will seek to obtain additional capital

through the sale of debt or equity financing or other arrangements to fund operations;

however, there can be no assurance that we will

be able to raise needed capital under acceptable terms, if at all.

The sale of additional equity may dilute existing stockholders and

newly issued shares may contain senior rights and preferences compared to currently outstanding shares of common stock.

Issued debt securities

may contain covenants and limit our ability to pay dividends or make other distributions to stockholders.

If we are unable to obtain such

additional financing, future operations would need to be scaled back or discontinued.

Due to these factors, management believes that there

is substantial doubt in our ability to continue as a going concern for twelve months from the issuance of these consolidated financial

If we have insufficient capital to operate our

business under our current business plan, we have contingency plans for our business that include, among other things, the delay of the

introduction of new products and a reduction in headcount which is expected to substantially reduce revenue growth and delay our profitability.

There can be no assurance that our implementation of these contingency plans will not have a material adverse effect on our business.

We have a limited operating history in an

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could terminate the iPay88 Agreement without any notice.

If one or more of these contracts were not renewed or were terminated and

we were not able to enter into agreements with others that could replace these services, the ZCITY App could lose material features and

in turn we could find it harder to maintain and grow our user base, which would have a material adverse effect on our business.

description of these material contracts See “ Business—About ZCITY App .”

If one or more of these contracts were not renewed or were terminated and we were not able to enter into

agreements with others that could replace these services, the ZCITY App could lose material features and in turn we could find it harder

to maintain and grow our user base, which would have a material adverse effect on our business.

For a description of these material contracts

See “ Business — About ZCITY App .”

We rely on email, internet search engines

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material adverse effect on our business, results of operations and financial condition.

We use internally developed systems to operate

our service and for transaction processing.

We must continually enhance and improve these systems in order to accommodate the level of

use of our products and services and increase our security.

Furthermore, in the future, we may add new features and functionality to our

services that would result in the need to develop or license additional technologies.

Our inability to add new software and hardware to

develop and further upgrade our existing technology, transaction processing systems or network infrastructure to accommodate increased

traffic on our platforms or increased transaction volume through our processing systems or to accommodate new operating systems, networks

or devices broadly used in the marketplace or to provide new features or functionality may cause unanticipated system disruptions, slower

response times, degradation in levels of customer service, impaired quality of the user’s experience on our service, and delays

in reporting accurate financial information.

There can be no assurance that we will be able in a timely manner to effectively upgrade

and expand our systems or to integrate smoothly any newly developed or purchased technologies with our existing systems.

Any inability

to do so would have a material adverse effect on our business, results of operations and financial condition.

We use internally developed systems to

operate our service and for transaction processing.

We must continually enhance and improve these systems in order to accommodate

the level of use of our products and services and increase our security.

Furthermore, in the future, we may add new features and

functionality to our services that would result in the need to develop or license additional technologies.

Our inability to add new

software and hardware to develop and further upgrade our existing technology, transaction processing systems or network

infrastructure to accommodate increased traffic on our platforms or increased transaction volume through our processing systems or

to accommodate new operating systems, networks or devices broadly used in the marketplace or to provide new features or

functionality may cause unanticipated system disruptions, slower response times, degradation in levels of customer service, impaired

quality of the user’s experience on our service, and delays in reporting accurate financial information.

There can be no

assurance that we will be able in a timely manner to effectively upgrade and expand our systems or to integrate smoothly any newly

developed or purchased technologies with our existing systems.

Any inability to do so would have a material adverse effect on our

business, results of operations and financial condition.

As we increase our reliance on cloud-based

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Domain names similar to ours may be registered in the United States and elsewhere.

We may be unable to prevent

third parties from acquiring and using domain names that infringe on, are similar to, or otherwise decrease the value of our brand or

our trademarks or service marks.

Protecting and enforcing our rights in our domain names may require litigation, which could result in

substantial costs and diversion of management’s attention.

We may be unable

to prevent third parties from acquiring and using domain names that infringe on, are similar to, or otherwise decrease the value of our

brand or our trademarks or service marks.

Protecting and enforcing our rights in our domain names may require litigation, which could

result in substantial costs and diversion of management’s attention.

We may be required to expend resources to

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including risks associated with:

recruiting and retaining qualified, multi-lingual employees, including customer support personnel;

increased competition from local websites and guides and potential preferences by local populations for local providers;

compliance with applicable foreign laws and regulations, including different privacy, censorship and liability standards and regulations and different intellectual property laws;

providing solutions in different languages for different cultures, which may require that we modify our solutions and features to ensure that they are culturally relevant in different countries;

● recruiting and retaining qualified, multi-lingual employees,

including customer support personnel;

● increased competition from local websites and guides and

potential preferences by local populations for local providers;

● compliance with applicable foreign laws and regulations,

including different privacy, censorship and liability standards and regulations and different intellectual property laws;

● providing solutions in different languages for different

cultures, which may require that we modify our solutions and features to ensure that they are culturally relevant in different countries;

● the enforceability of our intellectual property rights;

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● currency exchange rate fluctuations;

foreign exchange controls that might prevent us from repatriating cash earned outside the United States;

● foreign exchange controls that might prevent us from repatriating

cash earned outside the United States;

● political and economic instability in some countries;

double taxation of our international earnings and potentially adverse tax consequences due to changes in the tax laws of the United States or the foreign jurisdictions in which we operate;

● double taxation of our international earnings and potentially

adverse tax consequences due to changes in the tax laws of the United States or the foreign jurisdictions in which we operate;

● higher costs of doing business internationally.

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us, which may ultimately affect the total number of users using our platform and harm our business, financial condition and results of

Our offline and online merchants obtain their

products, or the raw materials comprised of their products or used in their services, from manufacturers and distributors located around

the world, and may have entered into long-term contracts or exclusive agreements that would ensure their ability to acquire the types

and quantities of products or raw materials they desire at acceptable prices and in a timely manner.

Any potential disruption in and other

risks relating to the offline or online merchants’ supply chain as a result of the COVID-19 pandemic or Russia’s invasion

of Ukraine, could increase the costs of their products or services to consumers, potentially causing consumers to limit their spending

or seek products or services from alternative businesses that may not be registered as a merchant with us, which may ultimately affect

the total number of users using our platform and harm our business, financial condition and results of operations.

Our offline and online merchants obtain

their products, or the raw materials comprised of their products or used in their services, from manufacturers and distributors

located around the world, and may have entered into long-term contracts or exclusive agreements that would ensure their ability to

acquire the types and quantities of products or raw materials they desire at acceptable prices and in a timely manner.

Any potential

disruption in and other risks relating to the offline or online merchants’ supply chain as a result of the COVID-19 pandemic

or Russia’s invasion of Ukraine, could increase the costs of their products or services to consumers, potentially causing

consumers to limit their spending or seek products or services from alternative businesses that may not be registered as a merchant

with us, which may ultimately affect the total number of users using our platform and harm our business, financial condition and

results of operations.

Our business will be exposed to foreign

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between the currencies of countries of SEA and Japan on the one hand and the U.S.

dollar on the other could expose us to foreign exchange

dollar on the other could expose us to foreign

exchange risk.

Some of the currencies of the countries of SEA

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The value of the RM against the U.S.

other currencies may fluctuate and is affected by, among other things, changes in Malaysia’s political and economic conditions.

and other currencies may fluctuate and is affected by, among other things, changes in Malaysia’s political and economic conditions.

The value of our common stock will be indirectly affected by the foreign exchange rate between U.S.

dollars and RM and between those currencies

and other currencies in which our revenue may be denominated.

Appreciation or depreciation in the value of the RM relative to the U.S.

dollars and RM and between those

currencies and other currencies in which our revenue may be denominated.

Appreciation or depreciation in the value of the RM relative

dollar would affect our financial results reported in U.S.

dollar terms without giving effect to any underlying change in our business

or results of operations.

As we rely entirely on revenues earned in Malaysia, any significant revaluation of RM may materially and adversely

affect our cash flows, revenues and financial condition.

For example, to the extent that we need to convert U.S.

dollars we receive from

an offering of our securities into RM for our operations, appreciation of the RM against the U.S.

dollar could cause the RM equivalent

dollars to be reduced and therefore could have a material adverse effect on our business, financial condition and results of operations.

dollar terms without giving effect to any underlying

change in our business or results of operations.

As we rely entirely on revenues earned in Malaysia, any significant revaluation of RM

may materially and adversely affect our cash flows, revenues and financial condition.

For example, to the extent that we need to convert

dollars we receive from an offering of our securities into RM for our operations, appreciation of the RM against the U.S.

could cause the RM equivalent of U.S.

dollars to be reduced and therefore could have a material adverse effect on our business, financial

condition and results of operations.

Conversely, if we decide to convert our RM into U.S.

dollars for the purpose of making dividend payments on our common stock or for other

business purposes and the U.S.

dollars for the purpose of making dividend

payments on our common stock or for other business purposes and the U.S.

dollar appreciates against the RM, the U.S.

dollar equivalent of the RM we convert would be reduced.

addition, the depreciation of significant U.S.

dollar denominated assets could result in a change to our operations and a reduction in

the value of these assets.

equivalent of the RM we convert would be reduced.

In addition, the depreciation of significant U.S.

dollar denominated assets could

result in a change to our operations and a reduction in the value of these assets.

We may not be able to maintain the listing

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and decrease or eliminate your investment.

On August 17, 2023, we received a letter from Nasdaq notifying us that

we were no longer in compliance with the $1.00 minimum bid price requirement for continued listing on Nasdaq under Nasdaq Listing Rule

Although Nasdaq has granted us 180 calendar days, or until February 13, 2024, to regain compliance with the Bid Price Rule,

there can be no assurance that we will regain such compliance and Nasdaq could make a determination to delist our common stock.

Any delisting determination by Nasdaq could seriously decrease or eliminate

the value of an investment in our common stock and other securities linked to our common stock.

While a listing on an over-the-counter

exchange could maintain some degree of a market in our common stock, we could face substantial material adverse consequences, including,

but not limited to, the following:

limited availability for market quotations for our common stock;

reduced liquidity with respect to

and decreased trading prices of our common stock;

a determination that shares of our common stock are “penny stock” under

the SEC rules, subjecting brokers trading our common stock to more stringent rules on disclosure and the class of investors to which the

broker may sell the common stock;

limited news and analyst coverage for our Company, in part due to the “penny stock” rules;

decreased ability to issue additional securities or obtain additional financing in the future;

and potential breaches under or terminations

of our agreements with current or prospective large stockholders, strategic investors and banks.

The perception among investors that we

are at heightened risk of delisting could also negatively affect the market price of our securities and trading volume of our common stock.

On August 17, 2023, we received a

letter from Nasdaq notifying us that we were no longer in compliance with the $1.00 minimum bid price requirement for continued

listing on Nasdaq under Nasdaq Listing Rule 5550(a)(2).

Although Nasdaq has granted us 180 calendar days, or until

February 13, 2024, to regain compliance with the Bid Price Rule.

On February 27, 2024, the Company effected a 1:70 reverse stock split of

its shares of common stock.

On March 20, 2024, the Company received a letter from the Panel informing the Company that since the common

stock of the Company had traded at $1.00 per share or greater for a 10 consecutive business day period between February 27, 2024 and March

Accordingly, the Company has regained compliance with the Bid Price Rule and this matter is closed.

However, there can be no

assurance that we will continue to be in compliance and Nasdaq could make a determination to issue another notice regarding such incompliance.

Any delisting determination by Nasdaq could

seriously decrease or eliminate the value of an investment in our common stock and other securities linked to our common stock.

While a listing on an over-the-counter exchange could maintain some degree of a market in our common stock, we could face

substantial material adverse consequences, including, but not limited to, the following:

limited availability for market quotations

for our common stock;

reduced liquidity with respect to and decreased trading prices of our common stock;

a determination that

shares of our common stock are “penny stock” under the SEC rules, subjecting brokers trading our common stock to more

stringent rules on disclosure and the class of investors to which the broker may sell the common stock;

limited news and analyst

coverage for our Company, in part due to the “penny stock” rules;

decreased ability to issue additional securities or

obtain additional financing in the future;

and potential breaches under or terminations of our agreements with current or

prospective large stockholders, strategic investors and banks.

The perception among investors that we are at heightened risk of

delisting could also negatively affect the market price of our securities and trading volume of our common stock.

Geopolitical conditions, including acts

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United States and other countries due to Russia’s invasion of Ukraine in February 2022.

It is not possible to predict the broader

consequences of the conflict, including related geopolitical tensions, and the measures and retaliatory actions taken by the U.S.

other countries in respect thereof as well as any counter measures or retaliatory actions by Russia or Belarus in response, including,

for example, potential cyberattacks or the disruption of energy exports, is likely to cause regional instability, geopolitical shifts,

and could materially adversely affect global trade, currency exchange rates, regional economies and the global economy.

Any such event

may in turn have a material and adverse effect on our business, results of operations and financial position.

It is not possible to predict

the broader consequences of the conflict, including related geopolitical tensions, and the measures and retaliatory actions taken by the

and other countries in respect thereof as well as any counter measures or retaliatory actions by Russia or Belarus in response,

including, for example, potential cyberattacks or the disruption of energy exports, is likely to cause regional instability, geopolitical

shifts, and could materially adversely affect global trade, currency exchange rates, regional economies and the global economy.

event may in turn have a material and adverse effect on our business, results of operations and financial position.

Because our principal assets are located

outside of the United States and all of our directors and all our officers reside outside of the United States, it may be difficult for

you to enforce your rights based on U.S.

Federal Securities Laws against us and our officers and directors or to enforce a judgment of

a United States court against us or our officers and directors.

outside of the United States and all of our directors and all our officers reside outside of the United States, it may be difficult

for you to enforce your rights based on U.S.

Federal Securities Laws against us and our officers and directors or to enforce a judgment

of a United States court against us or our officers and directors.

All of our directors and officers reside outside

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In addition, substantially all of our assets are located outside of the United States.

It may therefore be difficult

for investors in the United States to enforce their legal rights based on the civil liability provisions of the U.S.

federal securities

laws against us in the courts of either the U.S.

It may therefore

be difficult for investors in the United States to enforce their legal rights based on the civil liability provisions of the U.S.

securities laws against us in the courts of either the U.S.

or Malaysia and, even if civil judgments are obtained in U.S.

courts, to enforce such

judgments in Malaysian courts.

to enforce such judgments in Malaysian courts.

Our failure to maintain effective internal

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of our internal controls over financial reporting may have an adverse impact on the price of our common stock.

In preparing our consolidated financial statements

as of and for the year ended June 30, 2023, we and our independent registered public accounting firms identified 2 material weaknesses

and other control deficiencies including significant deficiencies in our internal control over financial reporting, as defined in the

standards established by the Public Company Accounting Oversight Board.

A “material weakness” is a deficiency, or a combination

of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement

of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

In preparing our consolidated financial statements as of and for the

year ended June 30, 2024, we and our independent registered public accounting firms identified 2 material weaknesses and other

control deficiencies including significant deficiencies in our internal control over financial reporting, as defined in the standards

established by the Public Company Accounting Oversight Board.

A “material weakness” is a deficiency, or a combination of deficiencies,

in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s

annual or interim financial statements will not be prevented or detected on a timely basis.

The material weaknesses identified included the

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The current accounting staff is inexperienced in applying U.S.

GAAP standard as they are

primarily engaged in ensuring compliance with International Financial Reporting Standards (“IFRS”) accounting and reporting

requirement for our consolidated operating entities, and thus require substantial training.

The current staff’s accounting skills

and understanding as to how to fulfill the requirements of U.S.

GAAP-based reporting, including subsidiary financial statements consolidation,

are inadequate;

and (2) Inadequate internal

audit function.

We lack of a functional internal audit department or personnel that monitors the consistencies of the preventive internal

control procedures and lack of adequate policies and procedures in internal audit function to ensure that our policies and procedures

have been carried out as planned.

the identification of the material weaknesses and control deficiencies, we plan to take remedial measures including (i) hiring more qualified

accounting personnel with relevant U.S.

GAAP and SEC reporting experience and qualifications to strengthen the financial reporting function

and to set up a financial and system control framework;

GAAP standard

as they are primarily engaged in ensuring compliance with International Financial Reporting Standards (“IFRS”) accounting

and reporting requirement for our consolidated operating entities, and thus require substantial training.

The current staff’s accounting

skills and understanding as to how to fulfill the requirements of U.S.

GAAP-based reporting, including subsidiary financial statements

consolidation, are inadequate;

and (2) Inadequate internal audit function.

We lack of a functional internal audit department or personnel

that monitors the consistencies of the preventive internal control procedures and lack of adequate policies and procedures in internal

audit function to ensure that our policies and procedures have been carried out as planned.

Following the identification of the material weaknesses

and control deficiencies, we plan to take remedial measures including (i) hiring more qualified accounting personnel with relevant

GAAP and SEC reporting experience and qualifications to strengthen the financial reporting function and to set up a financial

and system control framework;

(ii) implementing regular and continuous U.S.

GAAP accounting and financial reporting

training programs for our accounting and financial reporting personnel;

GAAP accounting and financial reporting training

programs for our accounting and financial reporting personnel;

(iii) establishing internal audit function by engaging an external

consulting firm to assist us with assessment of Sarbanes-Oxley Act compliance requirements and improvement of overall internal control;

strengthening corporate governance.

However, the implementation of these measures may not fully address the material weaknesses in our

internal control over financial reporting.

Our failure to correct the material weaknesses or our failure to discover and address any

other material weaknesses or control deficiencies could result in inaccuracies in our consolidated financial statements and could also

impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis.

result, our business, financial condition, results of operations and prospects, as well as the trading price of our common stocks, may

and (iv) strengthening corporate governance.

However, the implementation of these measures may not fully address the material weaknesses

in our internal control over financial reporting.

Our failure to correct the material weaknesses or our failure to discover and address

any other material weaknesses or control deficiencies could result in inaccuracies in our consolidated financial statements and could

also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis.

a result, our business, financial condition, results of operations and prospects, as well as the trading price of our common stocks, may

be materially and adversely affected.

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to prevent fraud.

system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control

system are met.

In addition, the design of a control system must reflect the fact that there are resource constraints, and the benefit

of controls must be relative to their costs.

Because of the inherent limitations in all control systems, no system of controls can provide

absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected.

These inherent limitations

include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

Further, controls can be circumvented by individual acts of some persons, by collusion of two or more persons, or by management override

of the controls.

The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events,

and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

time, a control may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate.

Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

to have effective controls and procedures for financial reporting in place, we could be unable to provide timely and accurate financial

information which could result in an investigation by the SEC and civil or criminal sanctions;

investors losing confidence in the accuracy

of our periodic reports filed under the Exchange Act;

A control system, no matter how well conceived

and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

In addition, the

design of a control system must reflect the fact that there are resource constraints, and the benefit of controls must be relative to

Because of the inherent limitations in all control systems, no system of controls can provide absolute assurance that all

control issues and instances of fraud, if any, within our Company have been detected.

These inherent limitations include the realities

that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

Further, controls can

be circumvented by individual acts of some persons, by collusion of two or more persons, or by management override of the controls.

design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be

no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Over time, a control may

become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate.

inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

If we fail to have effective controls and procedures

for financial reporting in place, we could be unable to provide timely and accurate financial information which could result in an investigation

by the SEC and civil or criminal sanctions;

investors losing confidence in the accuracy of our periodic reports filed under the Exchange Act;

and a decline in our stock price.

are an “emerging growth company” under the JOBS Act and we cannot be certain if the reduced disclosure requirements applicable

to emerging growth companies will make our common stock less attractive to investors.

an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting

requirements that are not applicable to other public companies that are not “emerging growth companies” including, but not

limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced

disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements

of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously

We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions.

investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock

price may be more volatile.

Section 10 7 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition

period provided in Section 7(a)(2)(B) of the Securities Act of 1933 (the “Securities Act”) for complying with new or revised

accounting standards.

In other words, an “emerging growth company” can delay the adoption of certain accounting standards

until those standards would otherwise apply to private companies.

We have chosen to take advantage of the extended transition period

for complying with new or revised accounting standards.

We are an “emerging growth company”

under the JOBS Act and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our

common stock less attractive to investors.

We are an “emerging growth company,”

as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are not applicable

to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply

with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive

compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote

on executive compensation and shareholder approval of any golden parachute payments not previously approved.

We cannot predict if investors

will find our common stock less attractive because we may rely on these exemptions.

If some investors find our common stock less attractive

as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

In addition, Section 107 of the JOBS Act

also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of

the Securities Act of 1933 (the “Securities Act”) for complying with new or revised accounting standards.

words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise

apply to private companies.

We have chosen to take advantage of the extended transition period for complying with new or revised accounting

We will remain an “emerging growth company”

until the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant to an

effective registration statement under the Securities Act, although we will lose that status sooner if our revenues exceed $1.235 billion,

if we issue more than $1 billion in non-convertible debt in a three year period, or if the market value of our common stock that is held

by non-affiliates exceeds $700 million as of the last day of our most recently completed second fiscal quarter.

until the last day of the fiscal year following the fifth anniversary of the date of the first sale of our common stock pursuant

to an effective registration statement under the Securities Act, although we will lose that status sooner if our revenues exceed $1.235 billion,

if we issue more than $1 billion in non-convertible debt in a three year period, or if the market value of our common stock that

is held by non-affiliates exceeds $700 million as of the last day of our most recently completed second fiscal quarter.

The elimination of personal liability against

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● termination of contracts;

failure to obtain, maintain or renew certain licenses, approvals, permits, registrations or filings necessary to conduct our operations;

temporary or permanent debarment from sales to public service organizations.

● failure to obtain, maintain or renew certain licenses, approvals,

permits, registrations or filings necessary to conduct our operations;

● temporary or permanent debarment from sales to public service

organizations.

If any governmental sanctions are imposed, or

82 unchanged sentences

In addition, we

may become, or be determined to be, subject to United States federal or state laws or laws in Malaysia or other countries where we operate

regulating money transmitters or aimed at preventing money laundering or terrorist financing, including the Bank Secrecy Act, the USA

Patriot Act and other similar future laws or regulations in the United States and in the applicable SEA or East Asia countries.

may become, or be determined to be, subject to United States federal or state laws or laws in Malaysia or other countries where we

operate regulating money transmitters or aimed at preventing money laundering or terrorist financing, including the Bank Secrecy Act,

the USA Patriot Act and other similar future laws or regulations in the United States and in the applicable SEA or East Asia countries.

If we become subject to claims or are required

6 unchanged sentences

As a public company, we are subject to the reporting

requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), the Dodd-Frank Wall Street Reform

and Consumer Protection Act, and other applicable securities rules and regulations.

Compliance with these rules and regulations increases

our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on our systems

and resources.

The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business

and operating results.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures

and internal control over financial reporting.

In order to maintain and, if required, improve our disclosure controls and procedures and

internal control over financial reporting to meet this standard, significant resources and management oversight may be required.

result, management’s attention may be diverted from other business concerns, which could harm our business and operating results.

We may need to hire more employees in the future to maintain compliance with these requirements, which will increase our costs and expenses.

In addition, changing laws, regulations and standards

relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance

costs and making some activities more time consuming.

These laws, regulations and standards are subject to varying interpretations, in

many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided

by regulatory and governing bodies.

This could result in continuing uncertainty regarding compliance matters and higher costs necessitated

by ongoing revisions to disclosure and governance practices.

We intend to invest resources to comply with evolving laws, regulations and

standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time

and attention from revenue-generating activities to compliance activities.

If our efforts to comply with new laws, regulations and standards

differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may

initiate legal proceedings against us and our business may be harmed.

requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), the Dodd-Frank

Wall Street Reform and Consumer Protection Act, and other applicable securities rules and regulations.

Compliance with these rules and

regulations increases our legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase

demand on our systems and resources.

The Exchange Act requires, among other things, that we file annual, quarterly and current reports

with respect to our business and operating results.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure

controls and procedures and internal control over financial reporting.

In order to maintain and, if required, improve our disclosure controls

and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may

As a result, management’s attention may be diverted from other business concerns, which could harm our business and

operating results.

We may need to hire more employees in the future to maintain compliance with these requirements, which will increase

our costs and expenses.

In addition, changing laws, regulations and

standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and

financial compliance costs and making some activities more time consuming.

These laws, regulations and standards are subject to

varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve

over time as new guidance is provided by regulatory and governing bodies.

This could result in continuing uncertainty regarding

compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.

We intend to invest

resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and

administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance

If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or

governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against us and our

business may be harmed.

We also expect that being a public company and

2 unchanged sentences

These factors could also make it more difficult for

us to attract and retain qualified members of our board of directors (“Board”), particularly to serve on our audit committee

us to attract and retain qualified members of our Board, particularly to serve on our audit committee

and renumeration committee, and qualified executive officers.

9 unchanged sentences

anti-corruption laws and the United States Foreign Corrupt Practices Act, which generally prohibits U.S.

companies from engaging in bribery

or other prohibited payments to foreign officials for the purpose of obtaining or retaining business.

In addition, we are required to

maintain records that accurately and fairly represent our transactions and have an adequate system of internal accounting controls.

companies, including some of our competitors, are not subject to these prohibitions.

Corruption, extortion, bribery, pay-offs, theft and

other fraudulent practices occur from time-to-time in Malaysia.

If our competitors engage in these practices, they may receive preferential

treatment from personnel of some companies, giving our competitors an advantage in securing business or from government officials who

might give them priority in obtaining new licenses, which would put us at a disadvantage.

Although we inform our personnel that such practices

are illegal, we cannot assure you that our employees or other agents will not engage in such conduct for which we might be held responsible.

If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties and other consequences

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

In addition, our brand and reputation,

our sales activities or the price of our ordinary shares could be adversely affected if we become the target of any negative publicity

as a result of actions taken by our employees or other agents.

companies from engaging

in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business.

In addition, we are required

to maintain records that accurately and fairly represent our transactions and have an adequate system of internal accounting controls.

Foreign companies, including some of our competitors, are not subject to these prohibitions.

Corruption, extortion, bribery, pay-offs,

theft and other fraudulent practices occur from time-to-time in Malaysia.

If our competitors engage in these practices, they may receive

preferential treatment from personnel of some companies, giving our competitors an advantage in securing business or from government officials

who might give them priority in obtaining new licenses, which would put us at a disadvantage.

Although we inform our personnel that such

practices are illegal, we cannot assure you that our employees or other agents will not engage in such conduct for which we might be held

If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties and other

consequences that may have a material adverse effect on our business, financial condition and results of operations.

In addition, our

brand and reputation, our sales activities or the price of our ordinary shares could be adversely affected if we become the target of

any negative publicity as a result of actions taken by our employees or other agents.

Litigation is costly and time consuming

66 unchanged sentences

protect the confidential nature of our proprietary information using commonly accepted physical and technological security measures.

measures may not, for example, in the case of misappropriation of a trade secret by an employee or third party with authorized access,

Such measures may not, for example, in the case of misappropriation of a trade secret by an employee or third party with authorized access,

provide adequate protection for our proprietary information.

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Our principal executive offices are located at

276 5th Avenue, Suite 704 #739, New York, New York 10001 and

No.29, Jalan PPU 2A, Taman Perindustrian Pusat

276 5 th Avenue, Suite 704 #739, New York, New York 10001 and No.29, Jalan PPU 2A, Taman Perindustrian Pusat

Bandar Puchong, 47100 Puchong, Selangor, Malaysia.

We lease and maintain our offices, and we

currently do not own any real estate.

We lease and maintain our offices, and we currently do not own any real estate.

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 1. Business