UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31,
 2024

 OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 Commission file number: 000-545793

 (Exact name of registrant as specified in its charter)

 Nevada

 90-1177460

 (State or other jurisdiction of

 (I.R.S. Employer

 incorporation or organization)

 Identification No.)

 6/F, Harbour View 2,

 16 Science Park East Avenue,

 Hong
Kong Science Park, N.T.,

 Hong Kong

 (Address of principal executive offices and zip
code)

 Registrant's telephone number, including
area code: +852 2839 8100

 Securities registered pursuant to Section 12(b)
of the Act: None

 Securities registered pursuant to Section 12(g)
of the Act:

 Common Stock, $0.001 par value

 Title of each class

 Indicate by check mark if
the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by
check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes No

the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes
No

the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit
such files). Yes No

the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions
of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of
the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.

the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that
prepared or issued its audit report. Yes
No

 If securities are registered
pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing
reflect the correction of an error to previously issued financial statements.

any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the
registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
No

 Indicate the number of shares
outstanding of each of the registrant's classes of common stock, as of the latest practicable date.

 Common Stock

 Outstanding at March 14, 2025

 Common Stock, $0.001 par value per share

 4,585,963,082 shares

 The aggregate market value
of the 148,109,730 shares of Common Stock of the registrant held by non-affiliates on June 30, 2024, based on the price at which the common
stock sold on the last business day of the registrant's second quarter, is $ 14,811.

 DOCUMENTS INCORPORATED BY REFERENCE: None

 TABLE OF CONTENTS.

 Page

 Item 1

 Description of Business

 Item 1A

 Risk Factors

 Item 1B

 Unresolved Staff Comments

 Item 2

 Properties

 Item 3

 Legal Proceedings

 Item 4

 Mine Safety Disclosures

 Item 5

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6

 Reserved

 Item 7

 Management's Discussion and Analysis of Financial Condition and Results of Operation

 Item 7A

 Quantitative and Qualitative Disclosures about Market Risk

 Item 8

 Financial Statements and Supplementary Data

 Item 9

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A

 Controls and Procedures

 Item 9B

 Other Information

 Item 9C

 Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

 Item 10

 Directors and Executive Officers and Corporate Governance

 Item 11

 Executive Compensation

 Item 12

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13

 Certain Relationships and Related Transactions, and Director Independence

 Item 14

 Principal Accounting Fees and Services

 Item 15

 Exhibits, Financial Statement Schedules

 Item 16

 Form 10-K Summary

 Signatures

 i

 INTRODUCTORY COMMENT

 We are a Nevada holding company
with operations conducted through our wholly owned subsidiaries based in Hong Kong. Our investors hold shares of common stock in Cosmos
Group Holdings Inc., the Nevada holding company. This structure presents unique risks as our investors may never directly hold equity
interests in our Hong Kong subsidiary and will be dependent upon contributions from our subsidiaries to finance our cash flow needs. Our
ability to obtain contributions from our subsidiaries are significantly affected by regulations promulgated by Hong Kong authorities.
Any change in the interpretation of existing rules and regulations or the promulgation of new rules and regulations may materially affect
our operations and or the value of our securities, including causing the value of our securities to significantly decline or become worthless.
For a detailed description of the risks facing the Company associated with our structure, please refer to " Risk Factors –
Risk Relating to Doing Business in Hong Kong." set forth herein.

 Cosmos Group Holdings Inc.
and our Hong Kong subsidiaries are not required to obtain permission from the Chinese authorities including the China Securities Regulatory
Commission, or CSRC, or Cybersecurity Administration Committee, or CAC, to operate or to issue securities to foreign investors. However,
in light of the recent statements and regulatory actions by the People's Republic of China ("the PRC") government, such
as those related to Hong Kong's national security, the promulgation of regulations prohibiting foreign ownership of Chinese companies
operating in certain industries, which are constantly evolving, and anti-monopoly concerns, we may be subject to the risks of uncertainty
of any future actions of the PRC government in this regard including the risk that we inadvertently conclude that such approvals are not
required, that applicable laws, regulations or interpretations change such that we are required to obtain approvals in the future, or
that the PRC government could disallow our holding company structure, which would likely result in a material change in our operations,
including our ability to continue our existing holding company structure, carry on our current business, accept foreign investments, and
offer or continue to offer securities to our investors. These adverse actions could cause the value of our common stock to significantly
decline or become worthless. We may also be subject to penalties and sanctions imposed by the PRC regulatory agencies, including the Chinese
Securities Regulatory Commission, if we fail to comply with such rules and regulations, which would likely adversely affect the ability
of the Company's securities to continue to trade on the Over-the-Counter Bulletin Board, which would likely cause the value of our
securities to significantly decline or become worthless.

 There may be prominent risks
associated with our operations being in Hong Kong. For example, as a U.S.-listed Hong Kong public company, we may face heightened
scrutiny, criticism and negative publicity, which could result in a material change in our operations and the value of our common stock.
It could also significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the
value of such securities to significantly decline or be worthless. Additionally, changes in Chinese internal regulatory mandates, such
as the M&A rules, Anti-Monopoly Law, and Data Security Law, may target the Company's corporate structure and impact our ability
to conduct business in Hong Kong, accept foreign investments, or list on an U.S. or other foreign exchange. Recently, the PRC government
initiated a series of regulatory actions and statements to regulate business operations in China with little advance notice, including
cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using variable
interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly
enforcement, The business of our subsidiaries are not subject to cybersecurity review with the Cyberspace Administration of China, or
CAC, given that: (i) we do not have one million individual online users of our products and services in Hong Kong; (ii) we do not possess
a large amount of personal information in our business operations. In addition, we are not subject to merger control review by China's
anti-monopoly enforcement agency due to the level of our revenues which provided from us and audited by our auditor and the fact that
we currently do not expect to propose or implement any acquisition of control of, or decisive influence over, any company with revenues
within China of more than Renminbi ("RMB") 400 million. Currently, these statements and regulatory actions have had no
impact on our daily business operations, the ability to accept foreign investments and list our securities on an U.S. or other foreign
exchange. However, since these statements and regulatory actions are new, it is highly uncertain how soon legislative or administrative
regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will
be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on our daily business
operation, the ability to accept foreign investments and list our securities on an U.S. or other foreign exchange. For a detailed description
of the risks facing the Company and associated with our operations in Hong Kong, please refer to " Risk Factors – Risk Factors
Relating to Doing Business in Hong Kong." set forth herein.

 ii

 The recent joint statement
by the SEC and PCAOB, and the Holding Foreign Companies Accountable Act (HFCAA) all call for additional and more stringent criteria to
be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not
inspected by the PCAOB. Trading in our securities may be prohibited under the HFCAA if the PCAOB determines that it cannot inspect or
investigate completely our auditor, and that as a result, an exchange may determine to delist our securities. On June 22, 2021, the U.S.
Senate passed the Accelerating Holding Foreign Companies Accountable Act which would reduce the number of consecutive non-inspection years
required for triggering the prohibitions under the HFCAA from three years to two thus reducing the time before our securities may be prohibited
from trading or being delisted. On December 2, 2021, the U.S. Securities and Exchange Commission adopted rules to implement the HFCAA.
Pursuant to the HFCAA, the Public Company Accounting Oversight Board (PCAOB) issued its report notifying the Commission that it is unable
to inspect or investigate completely accounting firms headquartered in mainland China or Hong Kong due to positions taken by authorities
in mainland China and Hong Kong. Our auditor is based in Nigeria and is subject to PCAOB inspection. It is not subject to the determinations
announced by the PCAOB on December 16, 2021. However, in the event the Nigerian authorities subsequently take a position disallowing the
PCAOB to inspect our auditor, then we would need to change our auditor to avoid having our securities delisted. On August 26, 2022, the
China Securities Regulatory Commission, or CSRC, the Ministry of Finance of the PRC, and the PCAOB signed a Statement of Protocol, or
the Protocol, governing inspections and investigations of audit firms based in China and Hong Kong. Pursuant to the Protocol, the PCAOB
shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer
information to the SEC. On December 15, 2022, the PCAOB determined that the PCAOB was able to secure complete access to inspect and investigate
registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the
contrary. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB's access in the future, the PCAOB will
consider the need to issue a new determination. Notwithstanding the foregoing, in the event it is later determined that the PCAOB is unable
to inspect or investigate completely our auditor, then such lack of inspection could cause our securities to be delisted from the stock
exchange. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act and on December 29, 2022,
the Consolidated Appropriations Act was signed into law by President Biden, which contained, among other things, an identical provision
to Accelerating Holding Foreign Companies Accountable Act and amended the Holding Foreign Companies Accountable Act by requiring the SEC
to prohibit an issuer's securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for
two consecutive years instead of three, thus reducing the time before our Ordinary Shares may be prohibited from trading or delisted.
The delisting of our Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment.
The SEC is assessing how to implement other requirements of the HFCAA, including the listing and trading prohibition requirements described
above. Future developments in respect of increasing U.S. regulatory access to audit information are uncertain, as the legislative developments
are subject to the legislative process and the regulatory developments are subject to the rule-making process and other administrative
procedures. While we understand that there has been dialogue among the CSRC, the SEC and the PCAOB regarding the inspection of PCAOB-registered
accounting firms in Mainland China, there can be no assurance that we will be able to comply with requirements imposed by U.S. regulators
if there is significant change to current political arrangements between Mainland China and Hong Kong, or if any component of our auditor's
work papers become located in Mainland China in the future. Delisting of our Ordinary Shares likely would force holders of our Ordinary
Shares to sell their Ordinary Shares. The market price of our Ordinary Shares could be adversely affected as a result of anticipated negative
impacts of these executive or legislative actions upon, regardless of whether these executive or legislative actions are implemented and
regardless of our actual operating performance.

 Please see " Risk
Factors - The Holding Foreign Companies Accountable Act requires the Public Company Accounting Oversight Board (PCAOB) to be permitted
to inspect the issuer's public accounting firm within three years. This three-year period will be shortened to two years if the
Accelerating Holding Foreign Companies Accountable Act is enacted. There are uncertainties under the PRC Securities Law relating to the
procedures and requisite timing for the U.S. securities regulatory agencies to conduct investigations and collect evidence within the
territory of the PRC. If the U.S. securities regulatory agencies are unable to conduct such investigations, they may suspend or de-register
our registration with the SEC and delist our securities from applicable trading market within the US. " set forth herein.

 In addition to the foregoing
risks, we face various legal and operational risks and uncertainties arising from doing business in Hong Kong as summarized below and
in " Risk Factors — Risks Relating to Doing Business in Hong Kong " set forth herein.

 Adverse changes in economic and political policies of the PRC government could have a material and adverse effect on overall economic growth in China and Hong Kong, which could materially and adversely affect our business. Please see " Risk Factors - We face the risk that changes in the policies of the PRC government could have a significant impact upon the business we may be able to conduct in Hong Kong and the profitability of such business. " and " Substantial uncertainties and restrictions with respect to the political and economic policies of the PRC government and PRC laws and regulations could have a significant impact upon the business that we may be able to conduct in the PRC and accordingly on the results of our operations and financial condition. " set forth herein.

 We are a holding company with operations conducted through our wholly
owned subsidiaries based in Hong Kong. This structure presents unique risks as our investors may never directly hold equity interests
in our Hong Kong subsidiary and will be dependent upon contributions from our subsidiaries to finance our cash flow needs. Any limitation
on the ability of our subsidiaries to make payments to us could have a material adverse effect on our ability to conduct business. We
do not anticipate paying dividends in the foreseeable future; you should not buy our stock if you expect dividends. Please see " Risk
Factors - Because our holding company structure creates restrictions on the payment of dividends, our ability to pay dividends is limited.

 iii

 PRC regulation of loans to and direct investments in PRC entities by offshore holding companies may delay or prevent us from using the proceeds of this offering to make loans or additional capital contributions to our operating subsidiaries in Hong Kong. Substantial uncertainties exist with respect to the interpretation of the PRC Foreign Investment Law and how it may impact the viability of our current corporate structure, corporate governance and business operations. Please see ' Risk Factors - PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds we receive from offshore financing activities to make loans to or make additional capital contributions to our Hong Kong subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand business. " set forth herein.

 In light of China's extension of its authority into Hong Kong, the Chinese government can change Hong Kong's rules and regulations at any time with little to no advance notice, and can intervene and influence our operations and business activities in Hong Kong. We are currently not required to obtain approval from Chinese authorities to list on U.S. exchanges. However, if our subsidiaries or the holding company were required to obtain approval in the future, or we erroneously conclude that approvals were not required, or we were denied permission from Chinese authorities to operate or to list on U.S. exchanges, we will not be able to continue listing on a U.S. exchange and the value of our common stock would likely significantly decline or become worthless, which would materially affect the interest of the investors. There is a risk that the Chinese government may intervene or influence our operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in Hong Kong-based issuers, which could result in a material change in our operations and/or the value of our securities. Further, any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers would likely significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. Please see " Risk Factors - We face the risk that changes in the policies of the PRC government could have a significant impact upon the business we may be able to conduct in the Hong Kong and the profitability of such business." and " Substantial uncertainties and restrictions with respect to the political and economic policies of the PRC government and PRC laws and regulations could have a significant impact upon the business that we may be able to conduct in Hong Kong and accordingly on the results of our operations and financial condition." and " The Chinese government exerts substantial influence over the manner in which we must conduct our business activities. We are currently not required to obtain approval from Chinese authorities to list on U.S. exchanges. However, to the extent that the Chinese government exerts more control over offerings conducted overseas and/or foreign investment in China-based issuers over time and if our PRC subsidiaries or the holding company were required to obtain approval in the future and were denied permission from Chinese authorities to list on U.S. exchanges, we will not be able to continue listing on U.S. exchange and the value of our common stock may significantly decline or become worthless, which would materially affect the interest of the investors." set forth herein.

 Governmental control of currency conversion may limit our ability to utilize our revenues effectively and affect the value of your investment.

 We may become subject to a variety of laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection. We may be liable for improper use or appropriation of personal information provided by our customers. Please see " Risk Factors - The Chinese government exerts substantial influence over the manner in which we must conduct our business activities. We are currently not required to obtain approval from Chinese authorities to list on U.S exchanges. However, to the extent that the Chinese government exerts more control over offerings conducted overseas and/or foreign investment in China-based issuers over time and if our PRC subsidiaries or the holding company were required to obtain approval in the future and were denied permission from Chinese authorities to list on U.S. exchanges, we will not be able to continue listing on U.S. exchange and the value of our common stock may significantly decline or become worthless, which would materially affect the interest of the investors." set forth herein.

 Under the Enterprise Income Tax Law of the PRC ("EIT Law"), we may be classified as a "Resident Enterprise" of China. Such classification will likely result in unfavorable tax consequences to us and our non-PRC shareholders. Please see " Risk Factors - Our global income may be subject to PRC taxes under the PRC Enterprise Income Tax Law, which could have a material adverse effect on our results of operations. " set forth herein.

 iv

 Failure to comply with PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC resident Shareholders to personal liability, may limit our ability to acquire Hong Kong and PRC companies or to inject capital into our Hong Kong subsidiary, may limit the ability of our Hong Kong subsidiaries to distribute profits to us or may otherwise materially and adversely affect us.

 The recent joint statement by the SEC and PCAOB, and the HFCAA all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. Trading in our securities may be prohibited under the HFCAA if the PCAOB determines that it cannot inspect or investigate completely our auditor, and that as a result an exchange may determine to delist our securities. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act which would reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from three years to two thus reducing the time before our securities may be prohibited from trading or being delisted. On December 2, 2021, the U.S. Securities and Exchange Commission adopted rules to implement the HFCAA. Pursuant to the HFCAA, the Public Company Accounting Oversight Board (PCAOB) issued its report notifying the Commission that it is unable to inspect or investigate completely accounting firms headquartered in mainland China or Hong Kong due to positions taken by authorities in mainland China and Hong Kong. Our auditor is not subject to the determinations announced by the PCAOB on December 16, 2021. However, in the event the Nigerian authorities subsequently take a position disallowing the PCAOB to inspect our auditor, then we would need to change our auditor to avoid having our securities delisted. Please see " Risk Factors - The Holding Foreign Companies Accountable Act requires the Public Company Accounting Oversight Board (PCAOB) to be permitted to inspect the issuer's public accounting firm within three years. This three-year period will be shortened to two years if the Accelerating Holding Foreign Companies Accountable Act is enacted. There are uncertainties under the PRC Securities Law relating to the procedures and requisite timing for the U.S. securities regulatory agencies to conduct investigations and collect evidence within the territory of the PRC. If the U.S. securities regulatory agencies are unable to conduct such investigations, they may suspend or de-register our registration with the SEC and delist our securities from applicable trading market within the US. " set forth herein.

 You may be subject to PRC income tax on dividends from us or on any gain realized on the transfer of shares of our common stock. Please see " Risk Factors - Dividends payable to our foreign investors and gains on the sale of our shares of common stock by our foreign investors may become subject to tax by the PRC. " set forth herein.

 We face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies. Please see " Risk Factors - We and our shareholders face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies. " set forth herein.

 COSG is organized under the laws of the State of Nevada as a holding
company that conducts its business through a number of subsidiaries organized under the laws of foreign jurisdictions such as Hong Kong,
and the British Virgin Islands. This may have an adverse impact on the ability of U.S. investors to enforce a judgment obtained in U.S.
Courts against these entities, bring actions in Hong Kong against us or our management or to effect service of process on the officers
and directors managing the foreign subsidiaries. Please see " Risk Factors - It may be difficult for stockholders to enforce
any judgment obtained in the United States against us, which may limit the remedies otherwise available to our stockholders."
set forth herein.

 U.S. regulatory bodies may be limited in their ability to conduct investigations or inspections of our operations in China.

 There are significant uncertainties under the EIT Law relating to the withholding tax liabilities of our PRC subsidiary, and dividends payable by our PRC subsidiary to our offshore subsidiaries may not qualify to enjoy certain treaty benefits. Please see " Risk Factors - Our global income may be subject to PRC taxes under the PRC Enterprise Income Tax Law, which could have a material adverse effect on our results of operations." set forth herein.

 References in this report
to the "Company" and "COSG," refer to Cosmos Group Holdings Inc., a Nevada company. References to the "Group",
"we," "us" and "our" refer to Cosmos Group Holdings Inc and all of its subsidiaries on a consolidated
basis. Where reference to a specific entity is required, the name of such specific entity will be referenced.

 v

 Transfers of Cash to and from Our Subsidiaries

 Cosmos Group Holdings Inc.
is a Nevada holding company with no operations of its own. We conduct our operations in Hong Kong primarily through our subsidiaries in
Hong Kong. We may rely on dividends to be paid by our Hong Kong subsidiaries to fund our cash and financing requirements, including the
funds necessary to pay dividends and other cash distributions to our shareholders, to service any debt we may incur and to pay our operating
expenses. In order for us to pay dividends to our shareholders, we will rely on payments made from our Hong Kong subsidiaries to
Cosmos Group Holdings Inc. To date, our subsidiaries have not made any transfers, dividends or distributions to Cosmos Group Holdings
Inc. and Cosmos Group Holdings Inc. has not made any transfers, dividends or distributions to our subsidiaries or to U.S. investors.

 We do not intend to make dividends
or distributions to investors of Cosmos Group Holdings Inc. in the foreseeable future.

 We currently intend to retain
all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying
any dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our
board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business
prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future financing instruments.

 Cosmos Group Holdings Inc.
(Nevada corporation)

 Subject to the Nevada Revised
Statutes and our bylaws, our board of directors may authorize and declare a dividend to shareholders at such time and of such an amount
as they think fit if they are satisfied, on reasonable grounds, that immediately following the dividend the value of our assets will exceed
our liabilities and we will be able to pay our debts as they become due. There is no further Nevada statutory restriction on the amount
of funds which may be distributed by us by dividend. Accordingly, Cosmos Group Holdings Inc. is permitted under the Nevada laws
to provide funding to our subsidiaries in Hong Kong through loans or capital contributions without restrictions on the amount of the funds,
subject to satisfaction of applicable government registration, approval and filing requirements.

 Hong Kong Subsidiaries

 Our Hong Kong subsidiaries
are also permitted under the laws of Hong Kong to provide funding to Cosmos Group Holdings Inc. through dividend distribution without
restrictions on the amount of the funds. If our Hong Kong incur debt on their own behalf in the future, the instruments governing the
debt may restrict their ability to pay dividends or make other distributions to us. To date, our subsidiaries have not made any transfers,
dividends or distributions to Cosmos Group Holdings Inc. and Cosmos Group Holdings Inc. has not made any transfers, dividends or distributions
to our subsidiaries.

 Under the current practice
of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us. The laws and
regulations of the PRC do not currently have any material impact on transfer of cash from Cosmos Group Holdings Inc. to our Hong Kong
subsidiaries or from our Hong Kong subsidiaries to Cosmos Group Holdings Inc. There are no restrictions or limitation under the laws of
Hong Kong imposed on the conversion of HK dollar into foreign currencies and the remittance of currencies out of Hong Kong or across borders
and to U.S investors.

 vi

 PRC Laws

 Current PRC regulations permit
PRC subsidiaries to pay dividends to Hong Kong subsidiaries only out of their accumulated profits, if any, determined in accordance with
Chinese accounting standards and regulations. In addition, each of our subsidiaries in China is required to set aside at least 10% of
its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. Each of
such entity in China is also required to further set aside a portion of its after-tax profits to fund the employee welfare fund, although
the amount to be set aside, if any, is determined at the discretion of its board of directors. Although the statutory reserves can be
used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective
companies, the reserve funds are not distributable as cash dividends except in the event of liquidation. As of the date of this report,
we do not have any PRC subsidiaries.

 The PRC government also
imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. Therefore, we may
experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of
dividends from our profits, if any. Furthermore, if our subsidiaries in the PRC incur debt on their own in the future, the instruments
governing the debt may restrict their ability to pay dividends or make other payments. If we or our subsidiaries are unable to receive
all of the revenues from our operations, we may be unable to pay dividends on our common stock.

 Cash dividends, if any, on
our common stock will be paid in U.S. dollars. If we are considered a PRC tax resident enterprise for tax purposes, any dividends we pay
to our overseas shareholders may be regarded as China-sourced income and as a result may be subject to PRC withholding tax at a rate of
up to 10.0%.

 If in the future we have PRC
subsidiaries, certain payments from such PRC subsidiaries to Hong Kong subsidiaries will be subject to PRC taxes, including business taxes
and VAT. As of the date of this report, we do not have any PRC subsidiaries and our Hong Kong subsidiaries have not made any transfers,
dividends or distributions nor do we expect to make such transfers, dividends or distributions in the foreseeable future.

 Pursuant to the Arrangement
between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income,
or the Double Tax Avoidance Arrangement, the 10% withholding tax rate may be lowered to 5% if a Hong Kong resident enterprise owns no
less than 25% of a PRC entity. However, the 5% withholding tax rate does not automatically apply and certain requirements must be satisfied,
including, without limitation, that (a) the Hong Kong entity must be the beneficial owner of the relevant dividends; and (b) the Hong
Kong entity must directly hold no less than 25% share ownership in the PRC entity during the 12 consecutive months preceding its receipt
of the dividends. In current practice, a Hong Kong entity must obtain a tax resident certificate from the Hong Kong tax authority to apply
for the 5% lower PRC withholding tax rate. As the Hong Kong tax authority will issue such a tax resident certificate on a case-by-case
basis, we cannot assure you that we will be able to obtain the tax resident certificate from the relevant Hong Kong tax authority and
enjoy the preferential withholding tax rate of 5% under the Double Taxation Arrangement with respect to dividends to be paid by a PRC
subsidiary to its immediate holding company. As of the date of this report, we do not have a PRC subsidiary. In the event that we acquire
or form a PRC subsidiary in the future and such PRC subsidiary desires to declare and pay dividends to our Hong Kong subsidiary, our Hong
Kong subsidiary will be required to apply for the tax resident certificate from the relevant Hong Kong tax authority. In such event, we
plan to inform the investors through SEC filings, such as a current report on Form 8-K, prior to such actions. See " Risk Factors
– Risk Factors Relating to Doing Business in Hong Kong." set forth herein.

 vii

 CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

 This Annual Report on Form
10-K includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended that are not historical facts, and involve risks and uncertainties that
could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical
facts, included in this Form 10-K including, without limitation, statements in the "Market Overview" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations" regarding the Company's market projections, financial
position, business strategy and the plans and objectives of management for future operations, events or developments which the Company
expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and
nature thereof); expansion and growth of the Company's business and operations; and other such matters are forward-looking statements.
These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical
trends, current conditions and expected future developments, as well as other factors it believes are appropriate under the circumstances.
However, whether actual results or developments will conform with the Company's expectations and predictions is subject to a number
of risks and uncertainties, including general economic, market and business conditions; the business opportunities (or lack thereof) that
may be presented to and pursued by the Company; changes in laws or regulation; and other factors, most of which are beyond the control
of the Company.

 These forward-looking statements
can be identified by the use of predictive, future-tense or forward-looking terminology, such as "believes," "anticipates,"
"expects," "estimates," "plans," "may," "will," or similar terms. These statements
appear in a number of places in this filing and include statements regarding the intent, belief or current expectations of the Company,
and its directors or its officers with respect to, among other things: (i) trends affecting the Company's financial condition or
results of operations for its limited history; (ii) the Company's business and growth strategies; and, (iii) the Company's
financing plans. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve
significant risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements
as a result of various factors. Such factors that could adversely affect actual results and performance include, but are not limited to,
the Company's limited operating history, potential fluctuations in quarterly operating results and expenses, government regulation,
technological change and competition. For information identifying important factors that could cause actual results to differ materially
from those anticipated in the forward-looking statements, please refer to the Risk Factors section herein.

 Consequently, all of the forward-looking
statements made in this Form 10-K are qualified by these cautionary statements and there can be no assurance that the actual results or
developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence
to or effects on the Company or its business or operations. The Company assumes no obligations to update any such forward-looking statements.

 viii

 ITEM 1. DESCRIPTION OF BUSINESS.

 History

 Cosmos Group Holdings
Inc. was incorporated in the state of Nevada on August 14, 1987, under the name Shur De Cor, Inc. and engaged in developing certain
mining claims. In April 1999, Shur De Cor merged with Interactive Marketing Technology, a New Jersey corporation that was engaged in
the business of developing and direct marketing of consumer products. As the surviving company, Shur De Cor changed its name to
Interactive Marketing Technology, Inc. Shur De Cor's then management resigned and the management of Interactive New Jersey
became the Company's management. The prior management of Shur De Cor retained Shur De Cor's business and assets. After
that acquisition, the Company, through a wholly owned subsidiary, IMT's Plumber, Inc., produced, marketed, and sold a licensed
product called the Plumber's Secret, which was discontinued in fiscal 2001. In May 2002, the Company ceased to actively pursue
its product development and marketing business and actively sought to either acquire a third party, merge with a third party or
pursue a joint venture with a third party in order to re-enter its former business of development and direct marketing of
proprietary consumer products in the United States and worldwide.

 On November 17, 2004, the
Company acquired MPL, a company organized under the laws of the British Virgin Islands, and its subsidiaries in accordance with the terms
of a Share Exchange Agreement executed by the parties (the "2004 Agreement"). In connection with the acquisition, the Company
issued an aggregate of 109,623,006 shares of its common stock to Imperial International Limited, a company incorporated under the laws
of the British Virgin Islands ("Imperial"), the sole shareholder of MPL, in exchange for 100% of the issued and outstanding
shares of MPL capital stock (the "2004 Share Exchange"). Upon completion of the share exchange, MPL became the Company's
wholly owned subsidiary and the Company's former owner transferred control of the Company to Imperial. The Company relied on Rule
506 of Regulation D of the Securities Act of 1933, as amended (the "Act"), in regard to the shares that the Company issued
pursuant to the 2004 Share Exchange. The Company treated this transaction as a qualified "business combination" as defined
by Rule 501(d). The Company relied on the exemption from registration pursuant to Section 4(2) of, and Regulation D promulgated under,
the Act in issuing the Company's securities.

 We were incorporated in the
state of Nevada on August 14, 1987, under the name Shur De Cor, Inc. and engaged in developing certain mining claims. In April 1999, Shur
De Cor merged with Interactive Marketing Technology, a New Jersey corporation that was engaged in the business of developing and direct
marketing of consumer products. As the surviving company, Shur De Cor changed its name to Interactive Marketing Technology, Inc. Shur
De Cor's then management resigned and the management of Interactive New Jersey became the Company's management. The prior
management of Shur De Cor retained Shur De Cor's business and assets. After that acquisition, the Company, through a wholly owned
subsidiary, IMT's Plumber, Inc., produced, marketed, and sold a licensed product called the Plumber's Secret, which was discontinued
in fiscal 2001. In May 2002, the Company ceased to actively pursue its product development and marketing business and actively sought
to either acquire a third party, merge with a third party or pursue a joint venture with a third party in order to re-enter its former
business of development and direct marketing of proprietary consumer products in the United States and worldwide.

 On November 17, 2004, the
Company acquired MPL, a company organized under the laws of the British Virgin Islands, and its subsidiaries in accordance with the terms
of a Share Exchange Agreement executed by the parties (the "2004 Agreement"). In connection with the acquisition, the Company
issued an aggregate of 109,623,006 shares of its common stock to Imperial International Limited, a company incorporated under the laws
of the British Virgin Islands ("Imperial"), the sole shareholder of MPL, in exchange for 100% of the issued and outstanding
shares of MPL capital stock (the "2004 Share Exchange"). Upon completion of the share exchange, MPL became the Company's
wholly owned subsidiary and the Company's former owner transferred control of the Company to Imperial. The Company relied on Rule
506 of Regulation D of the Securities Act of 1933, as amended (the "Act"), in regard to the shares that we issued pursuant
to the 2004 Share Exchange. The Company treated this transaction as a qualified "business combination" as defined by Rule
501(d). The Company relied on the exemption from registration pursuant to Section 4(2) of, and Regulation D promulgated under, the Act
in issuing the Company's securities.

 In connection with the 2004
Share Exchange, the Company: (i) changed its name from Interactive Marketing Technology, Inc. to China Artists Agency, Inc.; (ii) obtained
a new stock symbol, "CAAY", and CUSIP Number, effective on December 21, 2004; (iii) increased its authorized common stock
to 200,000,000 shares; (iv) effectuated a 1 for 1.69 reverse stock split; and (v) spun off the Company's existing business into
a separate public company, All Star Marketing, Inc., a Nevada corporation ("All Star"). All Star was formed as a wholly owned
subsidiary of the Company. The Spin-off was satisfied by means of a pro-rata share dividend to the Company's shareholders of record
as of December 10, 2004. The purpose of the Spin-Off was to allow the subsidiary to operate as a separate public company and raise working
capital through the sale of its own equity. This allowed the Company's management to focus on its business, while at the same time,
allowing the spun-off company to have greater exposure by trading as an independent public company. Additionally, the shareholders and
the market would then more easily identify the results and performance of the Company as a separate entity from that of All Star. In August
2005, the Company changed its name to China Entertainment Group, Inc. and effective August 9, 2005, obtained a new stock symbol "CGRP",
and CUSIP Number.

 Effective July 22, 2010, the
Company merged with Safe and Secure TV Channel, LLC, a Delaware limited liability company (the "Merger"). In connection with
the Merger, the management of the Company resigned and was replaced by the management and principals of Safe and Secure TV Channel, LLC.
The holders of interests in Safe and Secure TV Channel, LLC exchanged their interests for approximately 50.2% of the issued and outstanding
stock of the Company. In September 2010, the Company effectuated a 9.85 for one stock split to shareholders of record as of August 23,
2010. After the Merger, the Company became a television network and multimedia information and distribution company focused on serving
the homeland security and emergency preparedness industry.

 On February 15, 2016, the
Company sold to Asia Cosmos Group Limited, a private limited liability company incorporated under the laws of British Virgin Islands ("ACOSG"),
10,000,000 shares of its common stock at a per share price of $0.027. ACOSG's sole shareholder is Miky Wan. The Company relied on
the exemption from registration pursuant to Section 4(2) of, and Regulation D and/or Regulation S promulgated under the Act in selling
the Company's securities to ACOSG. In connection with the private placement to ACOSG, a change of control occurred and Bryan Glass
resigned from his position as President, Secretary, Treasurer and Chairman of the Company.

 Miky Wan was appointed to
serve as Chief Executive Officer, Chief Operating Officer, President and Director, effective February 19, 2016.

 Effective February 26, 2016,
the Company changed its name to Cosmos Group Holdings Inc. and filed a Certificate of Amendment to such effect with the Nevada Secretary
of State. The name change and the related stock symbol change to "COSG" were approved by the Financial Industry Regulatory
Authority on March 31, 2016. The Company also increased the number of its authorized common stock, par value $0.001, from 90,000,0000
shares to 500,000,000 and its preferred stock, par value $0.001, from 10,000,000 to 30,000,000 shares.

 On January 13, 2017, the Company
sold 200,000,000 shares of its common stock to ACOSG at a per share price of $0.001 per share for aggregate consideration of US $200,000.
The Company relied on the exemption from registration pursuant to Section 4(2) of, and Regulation D and/or Regulation S promulgated under
the Act in selling the Company's securities to ACOSG.

 Acquisition of Lee Tat,
Our Logistics Business

 On May 12, 2017, the Company
acquired all of the issued and outstanding shares of Lee Tat from Mr. Koon Wing Cheung, Lee Tat's sole shareholder, in exchange
for 219,222,938 shares of its issued and outstanding common stock. In connection with the Lee Tat acquisition, Miky Wan resigned from
her positions as Chief Executive Officer and Chief Operating Officer and Koon Wing Cheung and Yongwei Hu were appointed to serve as our
Chief Executive Officer and Chief Operating Officer, respectively, and also as directors of the Company. The Company relied on the exemption
from registration pursuant to Section 4(2) of, and Regulation D and/or Regulation S promulgated under the Act in selling the Company's
securities to the shareholders of Lee Tat.

 Termination of Our Artificial
Intelligence Educational Content Business

 Acquisition and Rescission
of Acquisition of HKHL

 On July 19, 2019, the Company
acquired 5,100 Ordinary Shares of Hong Kong Healthtech Limited, a limited company organized under the laws of Hong Kong ("HKHL"),
from Wing Lok Jonathan So pursuant to the terms of a Share Exchange Agreement (the "Share Exchange Agreement"). Such securities
represented approximately 51% of the issued and outstanding securities of HKHL. As consideration, the Company issued 6,232,951 shares
of its common stock, at a per share price of US$8.99. As a result of such acquisition, the Company entered into the AI Education business
of developing and delivering educational content.

 In connection with the Share
Exchange, the Company entered into employment agreements with the following individuals in connection with their appointment to the offices
set forth next to their names:

 Tze Wai Albert Yip

 Chief Financial Officer

 Wing Lok Jonathan So

 Chief Strategy Officer

 Kai Chi Wong

 Chief Operating Officer

 On December 27, 2019, the
parties mutually terminated the Share Exchange Agreement and IP License Agreement. As a result, 5,100 Ordinary Shares of HKHL were returned
to Wing Lok Jonathan So and the 6,232,951 shares of our common stock issued in exchange therefor were returned to us for cancellation.
In connection with the termination, on December 30, 2019, Kai Chi Wong resigned from his position as Chief Operating Officer of the Company.
Koon Wing Cheung transferred to Kai Chi Wong 215,369 shares of Common Stock of the Company as a token of appreciation of Mr. Wong's
contribution to the Company.

 The Company ultimately exited
from the AI Education business in the first quarter of 2020. As a result,

 The Employment Agreement, dated
July 19, 2019, by and between Cosmos Group Holdings Inc. and Wing Lok Jonathan So was terminated by the parties thereto effective on
March 31, 2020, and Mr. Tze Wai Albert Yip resigned from his position as the Chief Financial Officer, effective on 30 April 2020.

 Syndicate Capital (Asia) Limited
returned 1,503,185 shares of the Company's common stock (of the 2,149,293, shares previously transferred to Syndicate Capital (Asia)
Limited from Koon Wing Cheung), with the balance of the 646,108 shares retained by Syndicate Capital (Asia) Limited as consideration
for Mr. Tze Wai Albert Yip's contributions to the Company.

 Change in Control

 On June 14, 2021, Asia Cosmos
Group Limited, an entity controlled by our former Chief Executive Officer, and Koon Wing Cheung agreed to sell 6,230,618 and 8,149,670
shares, respectively, of our common stock to Chan Man Chung for a total purchase price of four hundred twenty thousand dollars (US$420,000).
The common stock being sold constitutes sixty-six and seventy-seven hundredth percent (66.77%) of the issued and outstanding shares of
our common stock. The sellers relied on the exemption from registration pursuant to Section 4(2) of, and Regulation D and/or Regulation
S promulgated under the Act in selling the Company's securities to Dr. Chan. The funds came from the personal funds of Dr. Chan
and was not the result of a loan. The closing occurred June 28, 2021.

 In connection with such sale,
Miky Wan, our former CEO, President and CFO resigned from her positions as a director and sole executive officer of the Company. Concurrently
therewith, Messrs. Chan Man Chung, Lee Ying Chiu Herbert and Tan Tee Soo were appointed to the Company's Board of Directors and
Chan Man Chung was appointed to serve as the CEO, CFO and Secretary of the Company.

 Acquisition of Massive
Treasure Limited and Entities

 On June 17, 2021, the Company
entered into a Share Acquisition Agreement (the "Share Acquisition Agreement"), by and among the Company, Massive Treasure
Limited ("Massive Treasure"), a British Virgin Islands corporation, and the holders of ordinary shares of Massive Treasure.
Under the terms and conditions of the Share Acquisition Agreement, the Company offered to issue 1,078,269,470 shares of common stock of
the Company, in consideration for all the issued and outstanding shares in Massive Treasure. Lee Ying Chiu Herbert, our director, is the
beneficial holder of 47,500 common shares, or 95%, of the issued and outstanding shares of Massive Treasure. The Company will also issue
55,641,014 shares to complete the acquisitions of 12 business entities with Massive Treasure has signed.

 As of the date of this report,
these acquisitions consummated on September 17, 2021 with 800,000,000 shares of common stock pending to be issued to Lee Ying Chiu Herbert.

 On December 15, 2022, the
Company e ntered into a Settlement Agreement with Lee Ying Chiu Herbert, our former director and
current controlling shareholder ("Dr. Lee"), pursuant to which the Company and Dr. Lee agreed to settle the matter of 800,000,000
shares of common stock of the Company due to Dr. Lee (the "Unissued Securities") pursuant to the terms of that certain Share
Acquisition Agreement, dated June 17, 2021 (the "Share Acquisition Agreement"), by and among the Company, Massive Treasure
Limited ("Massive Treasure"), a British Virgin Islands corporation and holding company of numerous operating subsidiaries,
and the holders of ordinary shares of Massive Treasure. Pursuant to the terms of the Settlement Agreement, the Company and Dr. Lee agreed
to the following, among other things, as settlement in full of the Unissued Securities:

 (1)

 The Company will issue to Dr. Lee 400,000,000 shares of its common stock at a per share value of $0.001;

 (2)

 The Company shall cause the transfer to Dr. Lee or his designees all the assets and liabilities of following entities as such assets and liabilities are described in the financial statements of the Company as of November 30, 2022:

 i)
 Coinllectibles Limited,
 (BVI company number: 2067445), a company incorporated in the British Virgin Islands, with registered
address at Mandar House, 3rd Floor, Johnson's Ghut, Tortola, British Virgin Islands and its branch, (Singapore company
registration number: T21FC0080G);

 ii)
 Coinllectibles (HK) Limited,
(Hong Kong business registration number: 72228307), a company incorporated in Hong Kong, with registered address at 7/F, K11 Atelier
Victoria Dockside, 18 Salisbury Road, Tsim Sha Tsui, Hong Kong; and

 iii)
 Coinllectibles Wealth
Limited, (Hong Kong business registration number: 70756483), a company incorporated
in Hong Kong, with registered address at 7/F, K11 Atelier Victoria Dockside, 18 Salisbury Road, Tsim Sha Tsui, Hong Kong.

 (3)

 The Company and Dr. Lee agreed to the allocation of certain inventories, accounts payables, and intellectual properties.

 On July 23, 2021, the Company
and Lee Ying Chiu Herbert, our director, entered into a Sale and Purchase Agreement pursuant to which the Company agreed to purchase Fifty-Five
(55) sets of art collectibles for HK$10,344,000, payable through the issuance of 180,855 shares of common stock of the Company (the "Shares").
The sale was consummated on August 13, 2021. It is our understanding that Dr. Lee is not a U.S. Person within the meaning of Regulations
S. Accordingly, the Shares were sold pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended,
and Regulation S promulgated thereunder.

 On October 15, 2021, Massive
Treasure, a subsidiary of Cosmos Group Holdings Inc., the Company, NFT Limited ("NFT"), a British Virgin Island limited liability
company, and the shareholders of NFT (collectively, the "NFT Shareholders") agreed to entered into a Share Exchange Agreement
Version 2021001 (the "Agreement") which is available on the web site of  pursuant to which Massive
Treasure agreed to acquire 51% of NFT through the issuance of 2,350,229 shares of common stock of the Company (the "Shares").
The specifics of such share exchange are further set forth in that certain Confirmation dated October 15, 2021, by and among the Shareholders,
NFT, the Company and Massive Treasure (the "Confirmation"). The consummation of the Agreement occurred upon the issuance of
the Shares to the NFT Shareholders on October 22, 2021. NFT beneficially owns Talk+, a messaging and cryptocurrency-focused mobile
application which seeks to simplify the crypto usage experience by allowing users to send crypto through instant messages to other individuals.
We hope that the inclusion of Talk+ will enable us to attract more non-crypto native users and broaden our community reach.

 NFT beneficially owns Talk+,
a messaging and cryptocurrency-focused mobile application which seeks to simplify the crypto usage experience by allowing users to send
crypto through instant messages to other individuals. The app provided users with the ability to access their own cryptocurrencies that
were obtained independent of the Company by acting as a portal. However, the app did not allow for transfer of cryptocurrencies and all
cryptocurrencies accessed by the end-user remains with the end-user, and are not transferred or held by the Company at any time. We hope
that the inclusion of Talk+ will enable us to attract more non-crypto native users and broaden our community reach.

 On October 25, 2021, Coinllectibles
Private Limited ("Coinllectibles"), a subsidiary of Cosmos Group Holdings Inc., and the Company entered into two Sale and
Purchase Agreements (the "Agreements") with two artists, pursuant to which Coinllectibles agreed to purchase collectible art
items for 260,000 and US$100,000, payable through the issuance of 43,633 and 12,500 shares of common stock of the Company
respectively, at a per share price of $4.00, and 130,000 and US$50,000 in cash payable after the respective collectible art item
has been sold by Coinllectibles. The consummation of the Agreements occurs upon the issuance of the Shares to the respective artists on
October 29, 2021.

 On February 10, 2022, the
Company consummated the acquisition of 80% of the issued and outstanding securities of Grand Gallery Limited, a Hong Kong limited liability
company engaged in the business of selling traditional art and collectible pieces, through the issuance of 153,060 shares of our common
stock, at a valuation of $4.00 per share. We believe that this acquisition will strengthen our DOT business by expanding our access to
buyers of arts and collectibles.

 Other Activities

 In March 2022, we launched
a new sports division in our MetaMall and partnering with a former NBA basketball player as president of Coinllectible Sports. We hope
to exploit our DOT technology and the metaverse to bring innovation to the sports space, bridge the intersection of our DOT technology
and Sports memorabilia to improve experiences for fans, athletes, teams, events and partners.

 Our Business

 COSG is a Nevada holding company
with operations conducted through our subsidiaries based in Hong Kong. The Company, through its subsidiaries, is currently engaged in
the physical arts and collectibles business. The Company currently does not have any customers that are from the United States or any
U.S. person nor is the Company specifically targeting customers from the United States. However, the Company's operation of an online
market place for collectibles and fine art is accessible online by interested parties and may potentially be accessed by users located
in the United States.

 The Company's business
focused on physical artworks and collectibles, while utilizing blockchain and NFT technologies to create a documents of title and a transparent
ledger for each artwork or collectible to enhance the overall experience of each collector in order to facilitate sale transaction logistics.
Through our physical arts and collectibles business, we provide authentication, valuation and certification ("AVC") service,
sale and purchase, hire purchase, financing, custody, security and exhibition ("CSE") services to art and collectibles buyers
through traditional methods as well as through leveraging blockchain technology through the creation of Digital Ownership Tokens ("DOTs").
We initially intend to focus on customers located in Hong Kong and expand throughout Asia and the rest of the world.

 We generally do not maintain
custody of the DOTs or crypto assets. Where possible, we adopt a "sell then mint" process, where the DOTs are not minted unless
they have been sold. This is in line with how legal documents are created where an Assignment is only drafted and signed after a sale
of a property (e.g., scanned copies of an Assignment can be created in PDF form thereafter). The DOT merely a digital ownership title
to a physical item. Subsequent to the transfer of Coinllectibles Limited, Coinllectibles (HK) Limited and Coinllectibles Wealth Limited
to Dr. Lee pursuant to the Settlement Agreement between the Company and Dr. Lee dated December 15, 2022, the Company no longer minted
any DOTs, and any DOTs sold by the Company as ownership documents in association with the underlying physical artwork or collectible are
obtained from a third party.

 Before the DOTs are sold,
we store the underlying physical art pieces in our warehouse. We have purchased insurance that covers the art pieces stored in our warehouse.
After the DOTs are sold, customers can choose to ship out the underlying art pieces or not. If customers want to ship out the art pieces,
they will have to pay for the shipping and insurance fees.

 There may be prominent risks
associated with our operations being in Hong Kong. We may be subject to the risks of uncertainty of any future actions of the PRC government
including the risk that the PRC government could disallow our holding company structure, which may result in a material change in our
operations, including our ability to continue our existing holding company structure, carry on our current business, accept foreign investments,
and offer or continue to offer securities to our investors. These adverse actions could change the value of our common stock to significantly
decline or become worthless. We may also be subject to penalties and sanctions imposed by the PRC regulatory agencies, including the Chinese
Securities Regulatory Commission, if we fail to comply with such rules and regulations, which could adversely affect the ability of the
Company's securities to continue to trade on the Over-the-Counter Bulletin Board, which may cause the value of our securities to
significantly decline or become worthless.

 As a U.S.-listed company with
operations in Hong Kong, we may face heightened scrutiny, criticism and negative publicity, which could result in a material change in
our operations and the value of our common stock. It could also significantly limit or completely hinder our ability to offer or continue
to offer securities to investors and cause the value of such securities to significantly decline or be worthless. Additionally, changes
in Chinese internal regulatory mandates, such as the M&A rules, Anti-Monopoly Law, and the soon to be effective Data Security Law,
may target the Company's corporate structure and impact our ability to conduct business in Hong Kong, accept foreign investments,
or list on an U.S. or other foreign exchange. For a detailed description of the risks facing the Company and the offering associated with
our operations in Hong Kong, please refer to " Risk Factors – Risk Factors Relating to Our Operations in Hong Kong "
as herein.

 Our corporate organization chart as at December 31, 2024 is below:

 COSG is a Nevada
holding company with operations conducted through our wholly owned subsidiaries based in Hong Kong. This structure presents unique risks
as our investors may never directly hold equity interests in our Hong Kong subsidiaries and will be dependent upon contributions from
our subsidiaries to finance our cash flow needs. Cosmos Group Holdings Inc. and its Hong Kong subsidiaries are not required to obtain
permission from the Chinese authorities including the China Securities Regulatory Commission ("CSRC"), or Cybersecurity Administration
Committee ("CAC"), to operate or to issue securities to foreign investors. However, in light of the recent statements and
regulatory actions by the PRC government, such as those related to Hong Kong's national security, the promulgation of regulations
prohibiting foreign ownership of Chinese companies operating in certain industries, which are constantly evolving, and anti-monopoly concerns,
we (the parent company and our subsidiaries) may be subject to the risks of uncertainty of any future actions of the PRC government in
this regard including the risk that we inadvertently conclude that such approvals are not required, that applicable laws, regulations
or interpretations change such that we are required to obtain approvals in the future, or that the PRC government could disallow our holding
company structure, which would likely result in a material change in our operations, including our ability to continue our existing holding
company structure, carry on our current business, accept foreign investments, and offer or continue to offer securities to our investors.
These adverse actions would likely change the value of our common stock to significantly decline or become worthless. We may also be subject
to penalties and sanctions imposed by the PRC regulatory agencies, including the CSRC, if we fail to comply with such rules and regulations,
which would likely adversely affect the ability of the Company's securities to continue to trade on the Over-the-Counter Bulletin
Board, which would likely cause the value of our securities to significantly decline or become worthless. For a detailed description of
the risks facing the Company associated with our operations in Hong Kong, please refer to " Risk Factors – Risk Relating
to Doing Business in Hong Kong."

 We reported a net income of
$4,682,484 and net loss of $77,330,993 for the years ended December 31, 2024 and 2023, respectively. We had current assets of $17,335,145
and current liabilities of $58,564,191 as of December 31, 2024. As of December 31, 2023, our current assets and current
liabilities were $8,786,605 and $65,453,469, respectively. The financial statements for the years ended December 31, 2024 and 2023 have
been prepared assuming that we will continue as a going concern. Our continuation as a going concern is dependent upon improving our profitability
and the continuing financial support from our stockholders.

 Our sources of capital in
the past have included the sale of equity securities, which include common stock sold in private transactions to our executive officers
or existing shareholders, capital leases and short-term and long-term debts. We expect to finance future acquisitions through a combination
of these. While we believe that existing shareholders and our officers and directors will continue to provide the additional cash to make
acquisitions and to meet our obligations as they become due or that we will obtain external financing, if necessary, there can be no assurance
that we will be able to raise such additional capital resources on satisfactory terms. We believe that our current cash and other sources
of liquidity discussed below are adequate to support operations for at least the next 12 months.

 We are organized under the
laws of the State of Nevada as a holding company that conducts its business through number of subsidiaries organized under the laws of
foreign jurisdictions such as Hong Kong and the British Virgin Islands. This may have an adverse impact on the ability of U.S. investors
to enforce a judgment obtained in U.S. Courts against these entities, or to effect service of process on the officers and directors managing
the foreign subsidiaries.

 Market Overview

 According to The Art Basel
and UBS Global Art Market Report 2021, the global arts market annual transactional volume is estimated to be $50.1 billion for 2020. According
to Forbes, the global collectibles market reached $370 billion in 2016. Reuters reported that the collectible NFT market is approximately
$13.7 million in the first half of 2020. Our DOT builds on top of the blockchain NFT technologies as the underlying technology infrastructure,
even though we are still in the early stages in adoption of our DOTs, the trading volume of NFTs as reported by Reuters for the first
half of 2021 has already reached approximately at $2.5 billion. Building on top of the blockchain NFT technologies, we believe DOTs have
the potential to be as revolutionary and widely adopted as the internet. The unique properties of DOTs position them as a digital alternative
to representing ownership of art and collectible pieces. We expect the DOT ecosystem to expand into the mainstream of art community around
the world in the coming decades. The Company does not have any customers that are from the United States or any U.S. person nor is the
Company specifically targeting customers from the United States. However, the Company's operation of an online market place for
collectibles and fine art is accessible online by interested parties and may potentially be accessed by users located in the United States.

 Our Products and Services

 A few of the challenges with
collecting physical arts and collectibles are provenance of the piece, authenticity and valuation. The vision of Coinllectibles is to
modernize the way we buy, collect and trade art and collectible pieces to provide a more pleasurable, transparent, and value enhancing
experience for the collector and artist communities.

 Coinllectibles intends to
leverage blockchain technology to help resolve the issues of provenance, authenticity and ownership in the arts and collectibles market.
We intend to embed into the blockchain for each art or collectible piece an independently apprised valuation, a 3D rendering of the piece,
high-definition photo of the piece, AI recognition file of the piece and a set of legal documents to provide proof of ownership and provenance
of the piece to the blockchain. Each piece will be minted into an individual DOT with the list of items embedded. The DOTs are intended
to provide assurance on the authenticity of art or collectible pieces as well as act as a record of ownership transfers using blockchain
technology to establish provenance of the piece. We believe this type of DOT would address some of the key challenges collectors presently
face with arts and collectibles.

 The metadata of an NFT allows
very little information to be included. Generally, NFTs may contain a link to where an image is stored, while bundling terms and conditions
governing the image, which are not incorporated in the NFT itself. During the financial period, the Company engaged an alternative approach
of embedding link points to a permanent web page on the blockchain which not only included the image but also all the terms and
conditions governing the image or other asset. Everything on this permanent web page became part of the DOT.

 With this method, not only
the DOT is immutable by nature, the information pointed by the link in metadata of the DOT cannot be changed as well since it is also
saved in a decentralized storage system. The cost involved include (1) drafting and preparing the legal documents for the ownership title,
(2) the 3D scanning of the item which takes between 2-3 days to be scanned and rendered, (3) the taking of the high quality images for
each of the item, (4) the training of the AI recognition file which takes between 3-5 days, (5) obtaining an valuation report from the
independent appraiser, (6) creating a permanent web page and uploading the information onto the blockchain, and (7) minting the DOT onto
the blockchain

 We used NFT technology to
create our DOTs so that we can enhance the way people collect artwork. Each piece will be minted into an individual DOT with the list
of items embedded. During the financial period, our DOTs were minted on the Binance Smart Chain and the Polygon Chain. We chose these
two blockchains based on the criteria of (i) fees, (ii) carbon footprint, and (iii) marketplaces. Binance Smart Chain has higher fees
and carbon footprint than Polygon but caters to a different market segment, which is the market that is familiar with the Binance ecosystem.
We used them when we needed to access the market segment that Binance Smart Chain targets and Polygon Chain does not target. Polygon Chain
had lower fees and carbon footprint as compared to Binance Smart Chain and was accepted by many marketplaces. We minted approximately
0%and 0% of our DOTs on the Polygon Chain for the year ended December 31, 2021 and six months ended June 30, 2022. For the year ended
Dec 31, 2022, we minted approximately 24% of our DOTs on the Polygon Chain. The DOT merely a digital ownership title to a physical item.
Subsequent to the transfer of Coinllectibles Limited, Coinllectibles (HK) Limited and Coinllectibles Wealth Limited to Dr. Lee pursuant
to the Settlement Agreement between the Company and Dr. Lee dated December 15, 2022, the Company no longer minted any DOTs, and any DOTs
sold by the Company as ownership documents in association with the underlying physical artwork or collectible are obtained from a third
party.

 The DOTs are intended to provide
assurance on the authenticity of art or collectible pieces as well as act as a record of ownership transfers using blockchain technology
to establish provenance of the piece. We believe this type of DOT would address some of the key challenges collectors presently face with
arts and collectibles. The DOTs were not sold as separate products but instead represented ownership title to the physical artwork on
our platform in order to facilitate transaction logistics.

 We generally do not maintain
custody of the DOTs or crypto assets. Where possible, we adopt a "sell then mint" process, where the DOTs are not minted unless
they have been sold. This is in line with how legal documents are created where an Assignment is only drafted and signed after a sale
of a property (e.g., scanned copies of an Assignment can be created in PDF form thereafter). The DOT merely a digital ownership title
to a physical item.

 Before the DOTs are sold,
we store the underlying physical art pieces in our warehouse. We have purchased insurance that covers the art pieces stored in our warehouse.
After the DOTs are sold, customers can choose to ship out the underlying art pieces or not. If customers want to ship out the art pieces,
they will have to pay for the shipping and insurance fees.

 The Company did not engage
in the business of purchasing, holding or trading crypto currencies. We receive fiat and cash from the sale of art and collectibles
and collection of transaction fees derived from the secondary and subsequent sales of the collectibles.

 We currently provide several
services, including authentication, valuation and certification ("AVC") service, sale and purchase, hire purchase, and custody, security and exhibition ("CSE") services.

 AVC Services

 As part of our AVC services,
we conduct authentication appraisal and valuation assessment of arts and collectibles through a panel of independent third-party appraisers.
The appraisers will appraise the items and produce a certification showing whether the collectible piece is authentic with their estimated
value. Once the item has been authenticated, it will undergo a scanning process to build a 3D model and a unique "fingerprint ID"
for the item will be created through proprietary AI technology for future verification.

 For Coinllectibles to be able
to digitize the art and collectible pieces using blockchain technology, Coinllectibles first purchase the pieces from its current owner.
Coinllectibles then charge the owner a fee for digitizing the pieces. Once the pieces are minted into DOTs, we work with our partner channels
to distribute and sell the DOTs.

 CSE Services

 For collectors who have been
purchasing our arts and collectibles and do not wish to take collection of the pieces, we intend to offer custodian services and have
these arts and collectibles stored and safely secured until the collector elects to take possession. We also intend to allow the collectors
to subscribe for additional security services for their art pieces be it when it is in our custody or when the item is on the move either
to be delivered or collected from the collector. We will also introduce exhibition services to collectors and artists to organize exhibitions
of artworks and collections in our gallery or other specialized art events.

 A bailment contract (the "Contract")
is embedded into the metadata of our DOT (digital ownership token), which sets out the specific terms under which we hold the physical
artwork on behalf of the owner of the DOT. As part of the bailment terms, given that ownership of the physical artwork has already been
transferred to the DOT owner, the responsibility for obtaining insurance will be also be transferred to the DOT owner.

 Coinllectibles intends to
leverage blockchain technology to help resolve the issues of provenance, authenticity and ownership in the arts and collectibles market.
We intend to embed into the blockchain for each art or collectible piece an independently apprised valuation, a 3D rendering of the piece,
high-definition photo of the piece, AI recognition file of the piece and a set of legal documents to provide proof of ownership and provenance
of the piece to the blockchain.

 Salient terms of the Contract are extracted
below:

 Commencement and duration

 - the terms and bailment of the Good
under the Terms shall commence on the Commencement Date and shall continue for the storage period.

 Appointment of the Provider

 - The Customer shall appoint Coinllectibles
Private Limited or its subsidiary or holding company or subsidiary of such holding company or affiliate (the "Provider"),
and the Provide shall provide the storage services including services which are incidental or ancillary to such services (the "Services")
to the Customer on a non-exclusive basis pursuant to the terms of the contract.

 Provider's rights

 - the Provider may at its
discretion sub-contract the safe keeping and storage of the Goods to a third party.

 - the Provider may at its
discretion exhibit or display the Goods and/or part with possession of the Goods to a third party for the purpose of exhibiting or
displaying the Goods and shall be entitled to any revenues generated from that.

 Facility

 - The Provider shall provide the Facility.

 Handling of Goods

 - the Provider may use such method for
the storage and handling of the Goods as it requires in its absolute discretion considers appropriate having regard to the nature and
condition of the Goods as made known by the Customer to the Provider; and

 - the Provider shall have a discretion
as to where in the Facility it shall store the Goods and it may, without notice to the Customer but at the Provider's expense, move
the Goods from one part of the Facility to another part of the Facility.

 Removal of Goods

 - Subject to the payment clause of the
contract, the Customer, or its agents and representatives, shall remove all the Goods from the custody or control of the Provider by the
Storage Expiration Date.

 - If the Customer fails to remove
any of the Goods by the Storage Expiration Date, the Provider shall be entitled to sell or otherwise dispose of all or some of the
Goods which have not been removed by the Storage Expiration Date, at the Customer's expense and risk and shall deduct all
amounts due to the Provider from the Customer under the Terms and the expenses incurred by the Provider in relation to or in
connection with the Goods. The Provider shall not be liable for the adequacy or amount of the price obtained for the sale or for any
loss arising from such sale or such disposal of the Goods.

 - The Provider may at the Customer's
expense, remove or, if it thinks fit, destroy any Goods which in its reasonable opinion are or have become Dangerous Goods.

 Charges

 - Customer shall pay the charges set
out in a schedule of the contract.

 - All Charges are stated exclusive of
the Applicable Taxes which shall be paid by the Customer at the rate and from time to time in the manner prescribed by law.

 - The Charges exclude the following
which shall be payable by the Customer monthly in arrears, following submission of an appropriate invoice:

 (a) the cost of hotel, subsistence,
travelling and any other ancillary expenses reasonably incurred by the individuals whom the Provider engages in connection with the Services;
and

 (b) the cost to the Provider of any
materials or services procured by the Provider from third parties for the provision of the Services as such items and their cost are set
out in schedule of the contract.

 Payment

 - The Customer shall pay the Charges
to the Provider when removing the Goods or on the Storage Expiration Date, whichever is earlier.

 - The Provider shall have a general
and particular lien on the Goods in its possession as security for payment of all sums claimed by the Provider from the Customer. The
Charges shall continue to accrue on any Goods detained under lien. If an amount is not paid when due, the Provider may sell or otherwise
dispose of some or all of the Goods in its possession, at the Customer's expense and risk, and shall deduct all amounts due to the
Provider and the expenses incurred by the Provider in relation to or in connection with the Goods. The Provider shall not be liable for
the price obtained for the sale or disposal of the Goods.

 - The Provider's right to sell
or otherwise dispose of the Goods in the clause above shall arise immediately upon any sum becoming due.

 - Each party may at any time, after
giving notice to the other party, set off any liability owed by the other party to it against any liability owed by it to the other party,
whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Terms.
If the liabilities to be set off are expressed in different currencies, the party setting off may convert either liability at a market
rate of exchange for the purpose of set-off. Any exercise by a party of its rights under this clause shall not limit or affect any other
rights or remedies available to it under the Terms or otherwise.

 Risk and damage to the Goods

 - The Goods shall remain at the Customer's
risk at all times.

 Limitation of liability

 - The Customer is responsible for making
its own arrangements for the insurance of any excess loss.

 Governing Law

 - The Terms and any dispute or
claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation
shall be governed by and construed in accordance with the law of Singapore.

 Jurisdiction

 - Each party irrevocably agrees
that the courts of Singapore shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or
claims) arising out of or in connection with the Terms or its subject matter or formation."

 Because ownership of the artwork
has been transferred at purchase, the owner has the responsibility to purchase their own insurance. We intend to offer services to display
artworks at galleries and exhibitions. Depending on the bailment terms, we may need approval from the owner and may have to share any
income from such displays. The costs of exhibiting the artworks would include the insurance fee that covers the transportation, storage
and exhibition of the artwork, the transportation fee for shipping the artwork, the storage fee for keeping the artworks in a secured
location, and the rent of the venue

 Our Distribution Channels

 We have or expect to distribute
and sell our DOTs through the following channels:

 Traditional sales channels: Institutions and wealthy individuals who may be prospective art and collectibles purchasers.

 Auction houses such as Spink & Sons, that have an existing pool of prospective collectors. We will explore opportunities to collaborate with reputable auction houses, such as Christie's, Sotheby's and Macey & Son.

 Our metaverse platform (MetaMall) – coinllectibles.art allows
collectors to efficiently buy and sell Fusion DOTs using fiat acting as an e-commerce platform.

 We define the metaverse as the multitude
of universes which is comprising of our real physical world and multiple virtual environments and how an individual interacts between
them. Hence, to us, we already live in the metaverse. We believe our DOT is a fundamental component of the metaverse, since it not only
provides immutable and traceable records through the use of blockchain technology, but it also contains legal documents to protect the
rights of its owner. Our MetaMall is an e-commerce platform that is a part of the metaverse. Asset owners can list their assets in the
form of DOTs while buyers can make the purchase. MetaMall provides a platform for users to trade their assets with an immutable track
record in the metaverse.

 We will continue to enhance over time
the shopping experience on our e-commerce platform through 3D, AR, VR and other technologies available to us from time to time.

 We use a wide range of social
media channels such as Facebook, Instagram, Twitter, Linked In, Telegram and held Ask Me Anything sessions through social media channels
to reach out to the general community to announce our art exhibitions, the DOTs attached to the pieces and news about our partnerships
with artists. Coinllectibles will also participate in arts and collectibles events and exhibitions to promote us as a firm and the DOTs
that we will be launching.

 Pricing determination

 Pricing of our products and
services is based on our operating costs, volume of product / service, fees charged by strategic partners and suppliers, market condition
and competition. We also participate in a profit-sharing arrangement with our joint venture partners in which we have pre-set mechanism.
Based on the above factors and conditions, we may evaluate and adjust our pricing from time to time.

 In light of the competitive
nature over the market and industry, we believe that our success will depend upon the reliability and quality of products & services
provided and cost management. In general, we strive to maintain top class of high-quality products and services as well as to meet customers'
satisfaction. We are dedicated to establishing systems and operating procedures to achieve service standardization and quality control
over the products and services provided by Coinllectibles. We expect to continuously monitor and seek to improve on a series of key service
quality indicators ("KPI") to maintain a competitive advantage in the market and industry.

 Major Customers

 We are not a party to any
long-term agreements with our customers. As opportunities arise, we may enter into long-term contracts with customers.

31, 2024, there was a single and major customer. For the year ended December 31, 2023, there was no single customer whose revenue exceeded
10% of the revenue.

 All customers are located in Hong Kong and rest
of the world.

 Major Suppliers/Vendors

31, 2024, there was a single and major vendor. For the year ended December 31, 2023, there was no single supplier whose cost of revenue
exceeded 10% of the cost of revenue.

 Insurance

 We maintain certain insurance
in accordance with customary industry practices in Hong Kong. Under Hong Kong law, it is a requirement that all employers in the city
must purchase Employee's Compensation Insurance to cover their liability in the event that their staff suffers an injury or illness
during the normal course of their work. We maintain Employee's Compensation Insurance, vehicle insurance and third-party risks insurance
for the business purposes.

 CORPORATE INFORMATION

 Our principal executive and
registered offices are located at 6/F, Harbour View 2, 16 Science Park East Avenue, Hong Kong Science Park, N.T., Hong Kong, telephone
number +852 2839 8100.

 INTELLECTUAL PROPERTY AND PATENTS

 We expect to rely on patents,
trade secrets, copyrights, know-how, trademarks, license agreements and contractual provisions to establish our intellectual property
rights and protect our "Digital Ownership Token" and Coinllectibles brands and services. These legal means, however, afford
only limited protection and may not adequately protect our rights. Litigation may be necessary in the future to enforce our intellectual
property rights, protect our trade secrets or determine the validity and scope of the proprietary rights of others. Litigation could result
in substantial costs and diversion of resources and management attention. Any unauthorized disclosure or use of our intellectual property
could make it more expensive to do business and harm our operating results.

 The laws of Hong Kong and
our target countries may not protect our brand and services and intellectual property to the same extent as U.S. laws, if at all. We may
be unable to fully protect our intellectual property rights in these countries. Further, companies in the internet, social media technology
and other industries may own large numbers of patents, copyrights and trademarks and may frequently request license agreements, threaten
litigation or file suit against us based on allegations of infringement or other violations of intellectual property rights.

 We intend to seek the widest
possible protection for significant product and process developments in our major markets through a combination of trade secrets, trademarks,
copyrights and patents, if applicable. We anticipate that the form of protection will vary depending on the level of protection afforded
by the particular jurisdiction. In certain countries, intellectual property protection may be more limited and difficult to enforce. In
such instances, we may seek protection for our intellectual property through measures taken to increase the confidentiality of our findings.

 We intend to register trademarks
as a means of protecting the brand names of our companies and products. We intend to protect our trademarks against infringement and also
seek to register design protection where appropriate.

 We rely on trade secrets and
unpatentable know-how that we seek to protect, in part, by confidentiality agreements. We expect that, where applicable, we will require
our employees to execute confidentiality agreements upon the commencement of employment with us. We expect these agreements to provide
that all confidential information developed or made known to the individual during the course of the individual's relationship with
us is to be kept confidential and not disclosed to third parties except in specific limited circumstances. The agreements will also provide
that all inventions conceived by the individual while rendering services to us shall be assigned to us as the exclusive property of our
company. There can be no assurance, however, that all persons who we desire to sign such agreements will sign, or if they do, that these
agreements will not be breached, that we would have adequate remedies for any breach, or that our trade secrets or unpatentable know-how
will not otherwise become known or be independently developed by competitors.

 COMPETITION

 We operate in a highly specialized
area that is evolving very quickly with rapid developments. Currently there is no direct competitors in the market as we operate in a
niche and specialized area of the market. However, we foresee that our eventual competitors would be leading arts and collectible sellers
such as Christie's and Sotheby's which may offer substantially the same or similar service offerings as us. Auction houses
have a well-established customer base and brand name, but they have not developed sophisticated technology to transform their business
into the blockchain NFT technology area. We believe the principal competitive factors in our market include the following:

 breadth of artist and collectibles
base;

 sophistication of proprietary
technologies;

 excellence in legal expertise;
and

 strength and recognition of
our brand.

 Although we believe we compete
favorably on the factors described above, we anticipate that larger, more established companies may directly compete with us as we continue
to demonstrate the viability of our DOT solution. Many of our potential competitors have longer operating histories, significantly greater
financial, technical, marketing and other resources, larger product and services offerings, larger customer base and greater brand recognition.
These factors may allow our competitors to benefit from their existing customer base with lower acquisition costs or to respond more quickly
than we can to new or emerging technologies and changes in customer requirements. These competitors may engage in more extensive research
and development efforts, undertake more far-reaching marketing campaigns and adopt more aggressive pricing policies, which may allow them
to build a larger customer base or to monetize that customer base more effectively than us. Our competitors may develop products or services
that are similar to our products and services or that achieve greater market acceptance than our products and services. In addition, although
we do not believe that merchant payment terms are a principal competitive factor in our market, they may become such a factor and we may
be unable to compete fairly on such terms.

 EMPLOYEES

 We are currently operating
with 3 executive directors and 20 consultants.

 We have the following fulltime
employees located in Hong Kong as set forth below:

 Executive officers

 Operational Management

 Business Development

 Total

 We are required to contribute
to the Mandatory Provident Fund ("MPF") for all eligible employees in Hong Kong between the ages of eighteen and sixty-five.
We are required to contribute a specified percentage of the participant's income based on their ages and wage level. For the years
ended December 31, 2024 and 2023, the MPF contributions by us were $0 and $19,885, respectively. We have not experienced any significant
labor disputes or any difficulties in recruiting staff for our operations.

 GOVERNMENT AND INDUSTRY REGULATIONS

 Cosmos Group Holdings Inc.
is a Nevada corporation with operating businesses located in Hong Kong. As such, the parent holding company, Cosmos Group Holdings Inc.
is subject to the laws and regulations of the United States of America while our operating businesses are subject to the laws and regulations
of Hong Kong, as applicable, including labor, occupational safety and health, contracts, tort and intellectual property laws. Furthermore,
we need to comply with the rules and regulations of Hong Kong governing the data usage and regular terms of service applicable to our
potential customers or clients. As the information of our potential customers or clients are preserved in both Hong Kong, we need to comply
with the Hong Kong Personal Data (Privacy) Ordinance.

 If PRC authorities reinterpret
PRC laws to apply to Hong Kong companies, we may become subject to the laws and regulations of China governing businesses in general,
including labor, occupational safety and health, contracts, tort and intellectual property. We may also become subject to foreign exchange
regulations that might limit our ability to convert foreign currency into RMB, acquire any other PRC companies, establish variable interest
entities in the PRC, or make dividend payments from any future wholly foreign owned entities to us.

 Privacy and Protection
of User Data

 We and subsidiaries are subject
to a number of laws, rules, directives, and regulations relating to the collection, use, retention, security, processing, and transfer
of personally identifiable information about our customers and employees in the countries where we operate. Our business will involve
the processing of personal data in many jurisdictions and the movement of data across national borders. As a result, much of the personal
data that we process, which may include certain financial information associated with individuals, is regulated by multiple privacy and
data protection laws and, in some cases, the privacy and data protection laws of multiple jurisdictions. In many cases, these laws apply
not only to third-party transactions, but also to transfers of information between or among us, our subsidiaries, and other parties with
which we have commercial relationships.

 Employment Ordinance

 Hong Kong

 The Employment Ordinance is
the main piece of legislation governing conditions of employment in Hong Kong since 1968. It covers a comprehensive range of employment
protection and benefits for employees, including Wage Protection, Rest Days, Holidays with Pay, Paid Annual Leave, Sickness Allowance,
Maternity Protection, Statutory Paternity Leave, Severance Payment, Long Service Payment, Employment Protection, Termination of Employment
Contract, Protection Against Anti-Union Discrimination. In addition, every employer must take out employees' compensation insurance
to protect the claims made by employees in respect of accidents occurred during the course of their employment.

 An employer must also comply
with all legal obligations under the Mandatory Provident Fund Schemes Ordinance, (CAP485). These include enrolling all qualifying employees
in MPF schemes and making MPF contributions for them. Except for exempt persons, employer should enroll both full-time and part-time employees
who are at least 18 but under 65 years of age in an MPF scheme within the first 60 days of employment. The 60-day employment rule does
not apply to casual employees in the construction and catering industries. Pursuant to the said Ordinance, we are required to make MPF
contributions for our Hong Kong employees once every contribution period (generally the wage period within 1 month). Employers and employees
are each required to make regular mandatory contributions of 5% of the employee's relevant income to an MPF scheme, subject to the
minimum and maximum relevant income levels. For a monthly-paid employee, the minimum and maximum relevant income levels are HKD$7,100
and HKD$30,000 respectively.

 China

 Depending upon the political
climate, we may also become subject to the laws and regulations of China governing businesses in general, including labor, occupational
safety and health, contracts, tort and intellectual property. We may also become subject to foreign exchange regulations might limit our
ability to convert foreign currency into Renminbi, acquire PRC companies, or make dividend payments to COSG.

 PRC Regulations on Tax

 Enterprise Income Tax

 The EIT Law was promulgated
by the Standing Committee of the National People's Congress on March 16, 2007 and became effective on January 1, 2008,
and was later amended on February 24, 2017. The Implementation Rules of the EIT Law (the "Implementation Rules")
were promulgated by the State Council on December 6, 2007 and became effective on January 1, 2008. According to the EIT Law
and the Implementation Rules, enterprises are divided into resident enterprises and non-resident enterprises. Resident enterprises shall
pay enterprise income tax on their incomes obtained in and outside the PRC at the rate of 25%. Non-resident enterprises setting up institutions
in the PRC shall pay enterprise income tax on the incomes obtained by such institutions in and outside the PRC at the rate of 25%. Non-resident
enterprises with no institutions in the PRC, and non-resident enterprises whose incomes having no substantial connection with their institutions
in the PRC, shall pay enterprise income tax on their incomes obtained in the PRC at a reduced rate of 10%.

 The Arrangement between the
PRC and Hong Kong Special Administrative Region for the Avoidance of Double Taxation the Prevention of Fiscal Evasion with respect to
Taxes on Income (the "Arrangement") was promulgated by the State Administration of Taxation ("SAT") on August 21,
2006 and came into effect on December 8, 2006. According to the Arrangement, a company incorporated in Hong Kong will be subject
to withholding tax at the lower rate of 5% on dividends it receives from a company incorporated in the PRC if it holds a 25% interest
or more in the PRC company. The Notice on the Understanding and Identification of the Beneficial Owners in the Tax Treaty (the "Notice")
was promulgated by SAT and became effective on October 27, 2009. According to the Notice, a beneficial ownership analysis will be
used based on a substance-over-form principle to determine whether or not to grant tax treaty benefits.

 In April 2009, the Ministry
of Finance, or MOF, and SAT jointly issued the Notice on Issues Concerning Process of Enterprise Income Tax in Enterprise Restructuring
Business, or Circular 59. In December 2009, SAT issued the Notice on Strengthening Administration of Enterprise Income Tax for
Share Transfers by Non-PRC Resident Enterprises, or Circular 698. Both Circular 59 and Circular 698 became effective retroactively
as of January 2008. In February 2011, SAT issued the Notice on Several Issues Regarding the Income Tax of Non-PRC Resident Enterprises,
or SAT Circular 24, effective April 2011. By promulgating and implementing these circulars, the PRC tax authorities have enhanced
their scrutiny over the direct or indirect transfer of equity interests in a PRC resident enterprise by a non-resident enterprise.

 Under Circular 698, where
a non-resident enterprise conducts an "indirect transfer" by transferring the equity interests of a PRC "resident enterprise"
indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise, being the transferor, may
be subject to PRC enterprise income tax, if the indirect transfer is considered to be an abusive use of company structure without reasonable
commercial purposes. As a result, gains derived from such indirect transfer may be subject to PRC tax at a rate of up to 10%. Circular
698 also provides that, where a non-PRC resident enterprise transfers its equity interests in a PRC resident enterprise to its related
parties at a price lower than the fair market value, the relevant tax authority has the power to make a reasonable adjustment to the taxable
income of the transaction.

 In February 2015, the SAT
issued Circular 7 to replace the rules relating to indirect transfers in Circular 698. Circular 7 has introduced a new tax regime that
is significantly different from that under Circular 698. Circular 7 extends its tax jurisdiction to not only indirect transfers set forth
under Circular 698 but also transactions involving transfer of other taxable assets, through the offshore transfer of a foreign intermediate
holding company. In addition, Circular 7 provides clearer criteria than Circular 698 on how to assess reasonable commercial purposes and
has introduced safe harbors for internal group restructurings and the purchase and sale of equity through a public securities market.
Circular 7 also brings challenges to both the foreign transferor and transferee (or other person who is obligated to pay for the transfer)
of the taxable assets. Where a non-resident enterprise conducts an "indirect transfer" by transferring the taxable assets
indirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise being the transferor, or the
transferee, or the PRC entity which directly owned the taxable assets may report to the relevant tax authority such indirect transfer.
Using a "substance over form" principle, the PRC tax authority may disregard the existence of the overseas holding company
if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result,
gains derived from such indirect transfer may be subject to PRC enterprise income tax, and the transferee or other person who is obligated
to pay for the transfer is obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer of equity interests
in a PRC resident enterprise.

 On October 17, 2017,
the SAT issued a Notice Concerning Withholding Income Tax of Non-Resident Enterprise, or SAT Notice No. 37, which abolishes Circular 698
and certain provisions of Circular 7. SAT Notice No. 37 reduces the burden of the withholding obligator, such as revocation
of contract filing requirements and tax liquidation procedures, strengthens the cooperation of tax authorities in different places, and
clarifies the calculation of tax payable and mechanism of foreign exchange.

 Value-added Tax

 Pursuant to the Provisional
Regulations on Value-added Tax of the PRC, or the VAT Regulations, which were promulgated by the State Council on December 13, 1993, took
effect on January 1, 1994, and were amended on November 10, 2008, February 6, 2016, and November 19, 2017, respectively, and the Rules
for the Implementation of the Provisional Regulations on Value-added Tax of the PRC, which were promulgated by the MOF on December 25,
1993, and were amended on December 15, 2008, and October 28, 2011, respectively, entities and individuals that sell goods or labor services
of processing, repair or replacement, sell services, intangible assets, or immovables, or import goods within the territory of the People's
Republic of China are taxpayers of value-added tax. The VAT rate is 17% for taxpayers selling goods, labor services, or tangible
movable property leasing services or importing goods, except otherwise specified; 11% for taxpayers selling services of transportation,
postal, basic telecommunications, construction and lease of immovable, selling immovable, transferring land use rights, selling and importing
other specified goods including fertilizers; 6% for taxpayers selling services or intangible assets.

 According to the Notice on
the Adjustment to the Value-added Tax Rates issued by the SAT and the MOF on April 4, 2018, where taxpayers make VAT taxable sales or
import goods, the applicable tax rates shall be adjusted from 17% to 16% and from 11% to 10%, respectively. Subsequently, the Notice on
Policies for Deepening Reform of Value-added Tax was issued by the SAT, the MOF and the General Administration of Customs on March 30,
2019 and took effective on April 1, 2019, which further adjusted the applicable tax rate for taxpayers making VAT taxable sales or importing
goods. The applicable tax rates shall be adjusted from 16% to 13% and from 10% to 9%, respectively.

 Dividend Withholding Tax

 The EIT Law provides that
since January 1, 2008, an income tax rate of 10% will normally be applicable to dividends declared to non-PRC resident investors that
do not have an establishment or place of business in the PRC, or that have such establishment or place of business but the relevant income
is not effectively connected with the establishment or place of business, to the extent such dividends are derived from sources within
the PRC.

 PRC Laws and Regulations on Employment and
Social Welfare

 Labor Law of the PRC

 Pursuant to the Labor Law
of the PRC, which was promulgated by the Standing Committee of the NPC on July 5, 1994 with an effective date of January 1,
1995 and was last amended on August 27, 2009 and the Labor Contract Law of the PRC, which was promulgated on June 29, 2007,
became effective on January 1, 2008 and was last amended on December 28, 2012, with the amendments coming into effect on July
1, 2013, enterprises and institutions shall ensure the safety and hygiene of a workplace, strictly comply with applicable rules and standards
on workplace safety and hygiene in China, and educate employees on such rules and standards. Furthermore, employers and employees shall
enter into written employment contracts to establish their employment relationships. Employers are required to inform their employees
about their job responsibilities, working conditions, occupational hazards, remuneration and other matters with which the employees may
be concerned. Employers shall pay remuneration to employees on time and in full accordance with the commitments set forth in their employment
contracts and with the relevant PRC laws and regulations. Our Hong Kong subsidiary currently does not comply with PRC laws and regulations,
but complies with Hong Kong laws and regulations.

 Social Insurance and Housing Fund

 Pursuant to the Social
Insurance Law of the PRC, which was promulgated by the Standing Committee of the NPC on October 28, 2010 and became effective on
July 1, 2011, employers in the PRC shall provide their employees with welfare schemes covering basic pension insurance, basic medical
insurance, unemployment insurance, maternity insurance, and occupational injury insurance. Our Hong Kong subsidiary has not deposited
the social insurance fees in full for all the employees in compliance with the relevant regulations. We may be ordered by the social security
premium collection agency to make or supplement contributions within a stipulated period, and shall be subject to a late payment fine
computed from the due date at the rate of 0.05% per day; where payment is not made within the stipulated period, the relevant administrative
authorities shall impose a fine ranging from one to three times the amount of the amount in arrears. Our Hong Kong subsidiary has not
deposited the social insurance fees as required by relevant regulations.

 In accordance with the Regulations
on Management of Housing Provident Fund, which were promulgated by the State Council on April 3, 1999 and last amended on March 24,
2002, employers must register at the designated administrative centers and open bank accounts for depositing employees' housing
funds. Employers and employees are also required to pay and deposit housing funds, with an amount no less than 5% of the monthly average
salary of the employee in the preceding year in full and on time. Our subsidiaries have not registered at the designated administrative
centers nor opened bank accounts for depositing employees' housing funds. They also have not deposited employees' housing
funds. Our subsidiaries may be ordered by the housing provident fund management center to complete the registration formalities, open
bank accounts, make the payment and deposit within a prescribed time limit if they become subject to PRC laws. Failing to register or
open bank accounts at the expiration of the time limit could result in fines of not less than RMB10,000 nor more than RMB50,000. And an
application may be made to a people's court for compulsory enforcement if payment and deposit has not been made after the expiration
of the time limit.

 PRC Regulations Relating to Foreign Exchange

 General Administration of Foreign Exchange

 The principal regulation governing
foreign currency exchange in the PRC is the Administrative Regulations of the PRC on Foreign Exchange (the "Foreign Exchange
Regulations"), which were promulgated on January 29, 1996, became effective on April 1, 1996 and were last amended on
August 5, 2008. Under these rules, RMB is generally freely convertible for payments of current account items, such as trade- and
service-related foreign exchange transactions and dividend payments, but not freely convertible for capital account items, such as capital
transfer, direct investment, investment in securities, derivative products or loans unless prior approval by competent authorities for
the administration of foreign exchange is obtained. Under the Foreign Exchange Regulations, foreign-invested enterprises in the PRC may
purchase foreign exchange without the approval of SAFE to pay dividends by providing certain evidentiary documents, including board resolutions,
tax certificates, or for trade- and services-related foreign exchange transactions, by providing commercial documents evidencing such
transactions.

 Circular No. 37 and Circular No. 13

 Circular 37 was released by
SAFE on July 4, 2014 and abolished Circular 75 which had been in effect since November 1, 2005. Pursuant to Circular 37, a PRC
resident should apply to SAFE for foreign exchange registration of overseas investments before it makes any capital contribution to a
special purpose vehicle, or SPV, using his or her legitimate domestic or offshore assets or interests. SPVs are offshore enterprises directly
established or indirectly controlled by domestic residents for the purpose of investment and financing by utilizing domestic or offshore
assets or interests they legally hold. Following any significant change in a registered offshore SPV, such as capital increase, reduction,
equity transfer or swap, consolidation or division involving domestic resident individuals, the domestic individuals shall amend the registration
with SAFE. Where an SPV intends to repatriate funds raised after completion of offshore financing to the PRC, it shall comply with
relevant PRC regulations on foreign investment and foreign debt management. A foreign-invested enterprise established through return investment
shall complete relevant foreign exchange registration formalities in accordance with the prevailing foreign exchange administration regulations
on foreign direct investment and truthfully disclose information on the actual controller of its shareholders.

 If any shareholder who is
a PRC resident (as determined by the Circular No. 37) holds any interest in an offshore SPV and fails to fulfil the required foreign exchange
registration with the local SAFE branches, the PRC subsidiaries of that offshore SPV may be prohibited from distributing their profits
and dividends to their offshore parent company or from carrying out other subsequent cross-border foreign exchange activities. The offshore
SPV may also be restricted in its ability to contribute additional capital to its PRC subsidiaries. Where a domestic resident fails to
complete relevant foreign exchange registration as required, fails to truthfully disclose information on the actual controller of the
enterprise involved in the return investment or otherwise makes false statements, the foreign exchange control authority may order them
to take remedial actions, issue a warning, and impose a fine of less than RMB 300,000 on an institution or less than RMB 50,000 on an
individual.

 Circular 13 was issued by
SAFE on February 13, 2015, and became effective on June 1, 2015. Pursuant to Circular 13, a domestic resident who makes a capital
contribution to an SPV using his or her legitimate domestic or offshore assets or interests is no longer required to apply to SAFE for
foreign exchange registration of his or her overseas investments. Instead, he or she shall register with a bank in the place where the
assets or interests of the domestic enterprise in which he or she has interests are located if the domestic resident individually seeks
to make a capital contribution to the SPV using his or her legitimate domestic assets or interests; or he or she shall register with a
local bank at his or her permanent residence if the domestic resident individually seeks to make a capital contribution to the SPV using
his or her legitimate offshore assets or interests.

 We cannot assure that our
PRC beneficial shareholders have completed registrations in accordance with Circular 37.

 Circular 19 and Circular 16

 Circular 19 was promulgated
by SAFE on March 30, 2015, and became effective on June 1, 2015. According to Circular 19, the foreign exchange capital in the
capital account of foreign-invested enterprises, meaning the monetary contribution confirmed by the foreign exchange authorities or the
monetary contribution registered for account entry through banks, shall be granted the benefits of Discretional Foreign Exchange Settlement
("Discretional Foreign Exchange Settlement"). With Discretional Foreign Exchange Settlement, foreign capital in the capital
account of a foreign-invested enterprise for which the rights and interests of monetary contribution have been confirmed by the local
foreign exchange bureau, or for which book-entry registration of monetary contribution has been completed by the bank, can be settled
at the bank based on the actual operational needs of the foreign-invested enterprise. The allowed Discretional Foreign Exchange Settlement percentage
of the foreign capital of a foreign-invested enterprise has been temporarily set to be 100%. The Renminbi converted from the foreign capital
will be kept in a designated account and if a foreign-invested enterprise needs to make any further payment from such account, it will
still need to provide supporting documents and to complete the review process with its bank.

 Furthermore, Circular 19 stipulates
that foreign-invested enterprises shall make bona fide use of their capital for their own needs within their business scopes. The capital
of a foreign-invested enterprise and the Renminbi it obtained from foreign exchange settlement shall not be used for the following purposes:

 directly or indirectly used for expenses beyond its business scope or prohibited by relevant laws or regulations;

 directly or indirectly used for investment in securities unless otherwise provided by relevant laws or regulations;

 directly or indirectly used for entrusted loan in Renminbi (unless within its permitted scope of business), repayment of inter-company loans (including advances by a third party) or repayment of bank loans in Renminbi that have been sub-lent to a third party; or

 directly or indirectly used for expenses related to the purchase of real estate that is not for self-use (except for foreign-invested real estate enterprises).

 Circular 16 was issued by
SAFE on June 9, 2016. Pursuant to Circular 16, enterprises registered in the PRC may also convert their foreign debts from foreign
currency to RMB on a self-discretionary basis. Circular 16 provides an integrated standard for conversion of foreign exchange capital
items (including but not limited to foreign currency capital and foreign debts) on a self-discretionary basis applicable to all enterprises
registered in the PRC. Circular 16 reiterates the principle that an enterprise's Renminbi capital converted from foreign currency-denominated
capital may not be directly or indirectly used for purposes beyond its business scope or purposes prohibited by PRC laws or regulations,
and such converted Renminbi capital shall not be provided as loans to non-affiliated entities.

 Our PRC subsidiaries'
distributions to their offshore parents are required to comply with the requirements as described above.

 PRC Share Option Rules

 Under the Administration Measures
on Individual Foreign Exchange Control issued by the PBOC on December 25, 2006, all foreign exchange matters involved in employee share
ownership plans and share option plans in which PRC citizens participate require approval from SAFE or its authorized branch. Pursuant
to SAFE Circular 37, PRC residents who participate in share incentive plans in overseas non-publicly-listed companies may submit applications
to SAFE or its local branches for the foreign exchange registration with respect to offshore special purpose companies. In addition, under
the Notices on Issues concerning the Foreign Exchange Administration for Domestic Individuals Participating in Share Incentive Plans of
Overseas Publicly-Listed Companies, or the Share Option Rules, issued by SAFE on February 15, 2012, PRC residents who are granted shares
or share options by companies listed on overseas stock exchanges under share incentive plans are required to (i) register with SAFE or
its local branches, (ii) retain a qualified PRC agent, which may be a PRC subsidiary of the overseas listed company or another qualified
institution selected by the PRC subsidiary, to conduct the SAFE registration and other procedures with respect to the share incentive
plans on behalf of the participants, and (iii) retain an overseas institution to handle matters in connection with their exercise of share
options, purchase and sale of shares or interests and funds transfers.

 PRC Regulation of Dividend Distributions

 The principal laws, rules
and regulations governing dividend distributions by foreign-invested enterprises in the PRC are the Company Law of the PRC, as amended,
the Wholly Foreign-owned Enterprise Law and its implementation regulations, the Chinese-foreign Cooperative Joint Venture Law and its
implementation regulations, and the Chinese-foreign Equity Joint Venture Law and its implementation regulations. Under these laws, rules
and regulations, foreign-invested enterprises may pay dividends only out of their accumulated profit, if any, as determined in accordance
with PRC accounting standards and regulations. Both PRC domestic companies and wholly-foreign owned PRC enterprises are required to set
aside a general reserve of at least 10% of their after-tax profit, until the cumulative amount of such reserve reaches 50% of their registered
capital. A PRC company is not permitted to distribute any profits until any losses from prior fiscal years have been offset. Profits retained
from prior fiscal years may be distributed together with distributable profits from the current fiscal year.

 ENFORCEABILITY OF CIVIL LIABILITIES

 COSG is organized under the
laws of the State of Nevada as a holding company that conducts its business through number of subsidiaries organized under the laws of
foreign jurisdictions such as Hong Kong and the British Virgin Islands. This may have an adverse impact on the ability of U.S. investors
to enforce a judgment obtained in U.S. Courts against these entities, or to effect service of process on the officers and directors managing
the foreign subsidiaries.

 A substantial portion of our
assets are located in Hong Kong. Meanwhile, our current directors and officers are Hong Kong / Australian / New Zealand residents with
substantial portions of their assets located outside the United States. As a result, it may be difficult for investors to effect service
of process within the United States upon us or these persons, or to enforce judgments obtained in U.S. courts against us or them, including
judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.
It will also be costlier and time-consuming for the investors to effect service of process outside the United States, or to enforce judgments
obtained from the U.S. courts in the courts of the jurisdictions where our directors and officers reside. For example, to enforce a foreign
judgment in Hong Kong, you will be required to apply to the Hong Kong High Court to enforce a foreign judgment (the " Application ")
for which you will be required to engage a local counsel to facilitate or prepare the Application alongside the various supporting documentations
for the Application. After which, you will be required to go through the standard litigation process to sue on the judgment as a debt.
In addition, a judgment of a United States court for civil liabilities predicated upon the federal securities laws of the United States
may also not be enforceable in or recognized by the courts of the jurisdictions where our directors and officers reside. As such, you
may encounter difficulties to enforce judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities
laws against us and our officers and directors.

 Further, insofar as PRC factor
may be concerned, there is uncertainty as to whether the People's Republic of China (the "PRC") courts would
(i) entertain original actions brought in the PRC against us or our directors or officers based on the securities laws of the United States
or any state in the United States or (ii) recognize or enforce judgments of the courts of the United States obtained against us or our
directors or officers based on the civil liability provisions of the securities laws of the United States or any state in the United States.
To this end, we note that none of our directors or officers are Chinese nationals nor does the company hold any assets and/or host any
operations within the PRC. PRC courts may therefore come to the view there is no locus.

 Under the "one country,
two systems" principle, the Hong Kong Special Administrative Region (SAR) has an independent judiciary that operates separately
from the courts in mainland China. The courts of Hong Kong have jurisdiction over all cases that arise within its territory, including
civil and criminal cases, as well as cases related to the interpretation of the Basic Law.

 Where PRC law does apply however,
in order to enforce a foreign judgment in accordance with the laws and regulations of the PRC, certain criteria must be met as stipulated
by the PRC Civil Procedure Law and other related laws and regulations. These criteria include, but are not limited to: (i) the judgment
being sought for recognition must be a final and valid judgment or decree issued by a foreign court; (ii) the court that rendered the
judgment or decree must have jurisdiction over the case under the applicable foreign law; (iii) the proceedings of the foreign court must
have been fair and lawful under the applicable foreign law, including effective service on the defendant and giving the defendant an opportunity
to be heard; (iv) there must be no conflicting interests in the case; (v) the requested court must not be conducting an ongoing trial
between the same parties on the same subject matter or have already rendered an effective judgment, nor must it have recognized a judgment
rendered by a third country in the case; (vi) there must be a treaty relationship or reciprocity between the two countries for the mutual
recognition and enforcement of judgments in civil and commercial matters; and (vii) the recognition and enforcement of the judgment must
not violate the fundamental principles of the laws of the PRC or the sovereignty, security, or public interests of the PRC.

 As of the date of this Report,
there are no existing treaties or written arrangements between the PRC and the United States for the mutual recognition and enforcement
of foreign judgments. Furthermore, under the PRC Civil Procedure Law, a foreign judgment against us, our directors, or officers cannot
be enforced by PRC courts if the court finds that it violates the fundamental principles of PRC laws or national sovereignty, security,
or public interests. This raises uncertainty about whether and under what circumstances a PRC court would enforce a judgment issued by
a court in the United States or the Cayman Islands. In addition, due to our incorporation under the laws of the Cayman Islands, it would
be difficult for U.S. shareholders to bring a lawsuit against us in China under PRC laws. The PRC Civil Procedure Law and related laws
and regulations require a connection to the PRC to establish jurisdiction, which may be challenging for U.S. shareholders to establish
based solely on their ownership of our shares.

 See the Risk Factor- "It
may be difficult for stockholders to enforce any judgment obtained in the United States against us, which may limit the remedies otherwise
available to our stockholders" on page 40 for more information.

 INSURANCE

 We maintain certain insurance
in accordance customary industry practices in Hong Kong. Insurance will be bought on individual pieces that are valued at US$ 2 million
and above, based on the valuation provided by our independent third party appraisers.

 REPORTS TO SECURITY HOLDERS

 Upon the effective date of
this Registration Statement, we will become subject to the informational requirements of the Securities Exchange Act of 1934, as amended,
and accordingly, will file current and periodic reports, proxy statements and other information with the Securities and Exchange Commission,
or the Commission. Information that the Company previously publicly disclosed was made through the OTC Disclosure and News Service and
are available on the OTC Markets Group's website at www.otcmarkets.com. With respect to disclosures filed or furnished to the Commission,
you may obtain copies of our prior and future reports from the Commission's Public Reference Room at 100 F Street, N.E., Washington,
D.C. 20549, or on the SEC's website, at www.sec.gov. You may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330.

 Near-Term Requirements For Additional Capital

 We believe that we will require
approximately $50 million over the next 12-24 months to implement our business plan. For the immediate future, we intend to finance
our business expansion efforts through equity purchase by institutional banks, and loans from existing shareholders or financial institutions.

 Available Information

 Access to all of our Securities
and Exchange Commission ("SEC") filings, including our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), is provided, free of charge, on our website ( as
soon as reasonably practicable after such reports are electronically filed with, or furnished to, the SEC.

 Empire Stock Transfer Inc.
located at 1859 Whitney Mesa Drive, Henderson, Nevada 89014, telephone number (702) 818-5898, facsimile (702) 974-1444, serves as our
stock transfer agent.

 ITEM 1A. RISK FACTORS.

 Risks Related to Our Business and Industry

 We are a development
stage company that is dependent upon the financial support of our stockholders to finance our operations.

 We have not yet begun generating
significant revenues and are dependent upon the continued support of our majority shareholder to continue operations. Our financial statements
have been prepared assuming that we will continue as a going concern. Our continuation as a going concern is dependent upon improving
our profitability and the continuing financial support from our stockholders. If our assumption regarding improvement of profitability
or the continued support of our stockholders are not valid, we may not be able to pursue our business plan or continue operations as planned,
which may materially and adversely affect our financial condition and results of operations. Furthermore, the value of your securities
may be significantly be affected or become worthless.

 We intend to mint our
own DOTs under the assumption that our DOTs are not investment contracts and therefore not a security as described by the Supreme Court
in SEC v. W.J. Howey Co., 328 U.S. 293 (1946). A particular digital asset's status as a "security" in any relevant jurisdiction
is subject to a high degree of uncertainty and if we are unable to properly characterize our DOTs, we may be subject to regulatory scrutiny,
investigations, fines, and other penalties, which may adversely affect our business, operating results, and financial condition.

 The SEC and its staff have
taken the position that certain crypto assets fall within the definition of a "security" under the U.S. federal securities
laws. The legal test for determining whether any given digital asset is a security is a highly complex, fact-driven analysis that evolves
over time, and the outcome is difficult to predict. The SEC generally does not provide advance guidance or confirmation on the status
of any particular digital asset as a security. Though the SEC's Strategic Hub for Innovation and Financial Technology published
a framework for analyzing whether any given digital asset is a security in April 2019, this framework is also not a rule, regulation or
statement of the SEC and is not binding on the SEC.

 Foreign jurisdictions have
adopted different approaches in classifying digital assets as "securities." As a result, certain digital assets may be deemed
to be a "security" under the laws of some jurisdictions but not others. Various foreign jurisdictions may, in the future,
adopt additional laws, regulations, or directives that affect the characterization of digital assets as "securities."

 The classification of a digital
asset as a security under applicable law has wide-ranging implications for the regulatory obligations that flow from the offer, sale,
trading, and clearing of such assets. For example, a digital asset that is a security in the United States may generally only be offered
or sold in the United States pursuant to a registration statement filed with the SEC or in an offering that qualifies for an exemption
from registration in accordance with Section 5 of the Securities Act. Persons that effect transactions in digital assets that are securities
in the United States may be subject to registration with the SEC as a "broker" or "dealer." Platforms that bring
together purchasers and sellers to trade digital assets that are securities in the United States are generally subject to registration
as national securities exchanges, or must qualify for an exemption, such as by being operated by a registered broker-dealer as an alternative
trading system, or ATS, in compliance with rules for ATSs. Persons facilitating clearing and settlement of securities may be subject to
registration with the SEC as a clearing agency. Foreign jurisdictions may have similar licensing, registration, and qualification requirements.

 We have internally conducted
our own analysis and have concluded that our DOTs are not a "security" under applicable laws. Regardless of our conclusions,
we could be subject to legal or regulatory action in the event the SEC, a foreign regulatory authority, or a court were to determine that
our DOT is a "security" under applicable laws. However, if the interpretation or enforcement of the laws and regulations regarding
digital assets change, if we erroneously conclude that our DOTs are not securities, our operations would likely be materially and adversely
affected such that we may be unable to continue to mint DOTs or the SEC, a foreign regulatory authority, or a court determines that our
DOTs constitutes a security, we could become subject to judicial or administrative sanctions for failing to offer or sell the digital
asset in compliance with the registration requirements of Section 5 of the Securities Act, or for acting as a broker, dealer, or national
securities exchange without appropriate registration in the future. Such an action could result in injunctions, cease and desist orders,
as well as civil monetary penalties, fines, and disgorgement, criminal liability, and reputational harm. Users of our DOTs could also
seek to rescind our sales transactions on the basis that it was conducted in violation of applicable law, which could subject us to significant
liability. We may also be required to cease minting and selling our DOTs, which could negatively impact our business, operating results,
and financial condition. If we are unable to mint our own DOTs, our results of operations and financial condition may be harmed and the
value of your investment in us materially and adversely affected.

 Subsequent to the transfer
of Coinllectibles Limited, Coinllectibles (HK) Limited and Coinllectibles Wealth Limited to Dr. Lee pursuant to the Settlement Agreement
between the Company and Dr. Lee dated December 15, 2022, the Company no longer minted any DOTs, and any DOTs sold by the Company as ownership
documents in association with the underlying physical artwork or collectible are obtained from a third party.

 The assessment of whether
the DOTS we mint are securities is based upon our internal policies and procedures that are risk-based judgments made
by us and are not a legal standard nor are they binding on any regulatory body or court.

 Our current policy is to perform
a legal analysis under the U.S. federal securities laws for each DOT that we mint to determine whether such DOT is a security. This assessment
is based on fact gathering and a legal analysis that is informed by the statutory definition of a security under the U.S. federal securities
laws, Supreme Court decisions applying the definition of security (e.g., SEC v. W.J. Howey Co., 328 U.S. 293 (1946) ("Howey"),
Reves v. Ernst & Young (1990)), other judicial decisions applying the definition of a security, including recent court rulings pertaining
to crypto assets, the FinHub Framework, and factors articulated in public communications by representatives of the SEC, no-action letters,
and enforcement actions.

 To help facilitate our assessment
of whether a crypto asset is more or less likely to be a security, we have also developed an analytical framework using a points-based
rating system centered around factual questions designed to address each of the test factors articulated in Howey: (i) whether crypto
purchasers invested money; (ii) in a common enterprise; (iii) with a reasonable expectation of profit; and (iv) based on the efforts of
others. As advised by FinHub in the letter to the New York State Department of Financial Services on January 27, 2020 (the "FinHub
Letter"), our assessment seeks to take into account federal securities laws, factors enumerated within the FinHub Framework, case
law, and other guidance, as well as our deep understanding of digital asset technologies.

 Our framework recognizes that,
in general, the more factors that are implicated, the greater the likelihood that a crypto asset may be classified as an investment contact.
We also weigh factors which we believe are more important than others in that assessment, in order to generate a scaled score. We believe
this approach allows us to more methodically apply and analyze facts consistently across different assets and across the same asset over
time. As indicated in the FinHub Letter, we recognize that the use of our framework or other model industry or state based frameworks
or whitelists has not been endorsed by the SEC or other regulatory authorities, and recognize that the application of securities laws
to the specific facts and circumstances of digital assets may be complex and subject to change, and that a listing determination by us
does not guarantee any conclusion under the U.S. federal securities laws. Further, our risk-based assessment is not binding on any regulator
or court.

 However, if the interpretation
or enforcement of the laws and regulations regarding digital assets change or if we erroneously conclude that our DOTs are not securities,
our operations would likely be materially and adversely affected such that we may be unable to continue to mint DOTs or the SEC, a foreign
regulatory authority, or a court determines that our DOTs constitutes a security, we could become subject to judicial or administrative
sanctions for failing to offer or sell the digital asset in compliance with the registration requirements of Section 5 of the Securities
Act, or for acting as a broker, dealer, or national securities exchange without appropriate registration in the future. Such an action
could result in injunctions, cease and desist orders, as well as civil monetary penalties, fines, and disgorgement, criminal liability,
and reputational harm. Users of our DOTs could also seek to rescind our sales transactions on the basis that it was conducted in violation
of applicable law, which could subject us to significant liability. We may also be required to cease minting and selling our DOTs, which
could negatively impact our business, operating results, and financial condition. If we are unable to mint our own DOTs, our results of
operations and financial condition may be harmed and the value of your investment in us materially and adversely affected.

 Subsequent to the transfer
of Coinllectibles Limited, Coinllectibles (HK) Limited and Coinllectibles Wealth Limited to Dr. Lee pursuant to the Settlement Agreement
between the Company and Dr. Lee dated December 15, 2022, the Company no longer minted any DOTs, and any DOTs sold by the Company as ownership
documents in association with the underlying physical artwork or collectible are obtained from a third party.

 There are material risks
and uncertainties associated with custodians of DOTs

 The Company uses its multiple
custodian system to hold DOTs for its business line. Such custodians may or may not be subject to regulation by U.S. state or federal
or non-U.S. governmental agencies or other regulatory or self-regulatory organizations. The Company could have a high concentration of
its DOTs in one location or with one custodian, which may be prone to losses arising out of hacking, loss of passwords, compromised access
credentials, malware or cyberattacks. Custodians may not indemnify us against any losses of DOTs. The Company may also incur costs related
to maintenance of the custodian system. Any security breach, incurred cost or loss of DOTs associated with the use of a custodian could
(as with any asset of any company) materially and/or adversely affect our trading execution, the value of our and the value of any investment
in our common shares. Furthermore, there is, and is likely to continue to be, uncertainty as to how U.S. and non-U.S. laws will be applied
with respect to custody of DOTs held on behalf of clients. For example, if a DOT is, for whatever reason deemed as a form of security
(which is unlikely as a DOT is merely a digital copy of a contract) U.S.- regulated investment advisers may (though most unlikely) be
required to keep client "funds and securities" with a "qualified custodian"; there remain numerous questions about
how to interpret and apply this rule, and how to identify a "qualified custodian" of, DOTs, which are obviously kept in a
different way from the traditional securities with respect to which such rules were written. The uncertainty and potential difficulties
associated with this question and related questions could materially and adversely affect our ability to continuously develop and launch
our business lines. Any security breach, incurred cost or loss of DOTs associated with the use of a custodian could materially and adversely
affect the execution of hedging ETPs, the value of the Company's assets and the value of any investment in the Common Shares.

 The loss or destruction
of more than half of the private keys required to access a digital asset may be irreversible and, as a result, the Company's loss
of access to its private keys or its experience of a data loss relating to its DOTs may adversely affect the Company's business,
financial condition and results of operations.

 DOTs are controllable only
by the possessor of both the unique public key and private key relating to the local or online digital wallet in which the DOTs are held.
The Company is required by the operation of blockchain networks to publish the public key relating to a digital wallet in use when it
first verifies a spending transaction from that digital wallet and disseminates such information into the respective network. The Company
safeguards and keeps private the private keys relating to its DOTs by using its system where multiple wallet holders, instead of a single
wallet holder, are needed to approve any transaction. To the extent more than a half of private keys are lost, destroyed or otherwise
compromised and no backup of the private keys is accessible, the Company will be unable to access the DOTs held by them and the private
keys will not be capable of being restored by the respective blockchain network. Any loss of private keys relating to digital wallets
used to store the Company's DOTs may adversely affect the Company's business, financial condition and results of operations.

 The DOT transactions
relating to the digital contracts underlying the fine arts and collectibles are irrevocable, and stolen or incorrectly transferred DOTs
may be irretrievable and, as a result, any incorrectly executed DOT transactions may adversely affect the Company's business, financial
condition and results of operations.

 Although the Company's
transfers of DOTs will regularly be made to or from various parties, it is possible that, through computer or human error, or through
theft or criminal action, the Company's DOTs could be transferred in incorrect amounts or to unauthorized third parties. To the
extent that the Company is unable to seek a corrective transaction with such third party or is incapable of identifying the third party
which has received the Company's DOTs through error or theft, the Company will be unable to revert or otherwise recover incorrectly
transferred DOTs in the absence of relevant Court Order from a competent judicial body. To the extent that the Company is unable to seek
redress for such error or theft, such loss may adversely affect the Company's business, financial condition and results of operations.

 The limited rights of
legal recourse against the Company, and the Company's lack of insurance protection, exposes the Company and its stockholders to
the risk of loss of its DOTs for which no person is liable.

 While the physical art pieces
and collectibles stored in the Company's warehouse are insured, the DOTs on the blockchain held by the Company may not be insured.
Therefore, a loss may be suffered with respect to the Company's DOTs which is not covered by insurance and for which no person is
liable in damages, which may adversely affect the Company's business, financial condition and results of operations.

 That having been said, please
note that the physical art pieces are stored in the Company's warehouse and such art pieces are insured. The theoratical theft of
a DOT (which is the same as stealing a PDF copy of a contract) does not mean that there will be any adverse effect to the physical goods.
Theoretically, if a DOT is indeed obtained by illegal means, the mal-actor will have to go to the Courts to enforce the legal rights under
the DOT upon which bonafide owners to the physical art pieces can assert their rights accordingly.

 The Company may not
have adequate sources of recovery if its DOTs are lost, stolen or destroyed.

 If the Company's DOTs
are lost, stolen or destroyed under circumstances rendering a party liable to the Company, the responsible party may not have the financial
resources sufficient to satisfy its claim. For example, as to a particular event of loss, the only source of recovery for the Company
might be limited, to the extent identifiable, other responsible third parties ( e.g., a thief or terrorist), any of which may not
have the financial resources (including liability insurance coverage) to satisfy a valid claim by the Company.

 DOTs held by the Company
are not subject to FDIC or SIPC protections.

 The Company does not hold
its DOTs with a banking institution or a member of the Federal Deposit Insurance Corporation ("FDIC") or the Securities Investor
Protection Corporation ("SIPC") and, therefore, its DOTs are not subject to the protections enjoyed by depositors with FDIC
or SIPC member institutions.

 We face substantial
litigation and regulatory risks.

 As an enterprise whose business
lines include innovative technology, we depend to a significant extent on its relationships with its clients and its reputation for integrity
and high-caliber professional services. As a result, if a client is not satisfied with our services or if there are allegations of improper
conduct, including improper conduct by any of our partners, by private litigants or regulators, whether the ultimate outcome is favorable
or unfavorable to us, or if there is negative publicity and press speculation about us, whether or not valid, it may harm our reputation
and may be more damaging to us than to businesses in other industries unrelated to this sector.

 With regulators still establishing
frameworks for the innovative technology utilized by us, as well as the payment mechanisms used, we may become subject to regulation and
oversight, including periodic examination by regulatory authorities. We could be the subject of inquiries, investigations, sanctions,
cease and desist orders, terminations of licenses or qualifications, lawsuits and proceedings by counterparties, clients, other third
parties and regulatory and other governmental agencies, which could lead to increased expenses or reputational damage. Responding to inquiries,
investigations, audits, lawsuits and proceedings, regardless of the ultimate outcome of the matter, is time-consuming and expensive and
can divert the attention of senior management. The outcome of such proceedings may be difficult to predict or estimate until late in the
proceedings, which may last a number of years.

 The risks described above
may be greater for companies in the distributed ledger and non-fungible token industries as it is relatively new and clients, counterparties
and regulators are expected to need significant education to understand the mechanics of products and services that rely on such technologies.

 Furthermore, while we maintain
insurance for certain potential liabilities, such insurance does not cover all types and amounts of potential liabilities and is subject
to various exclusions as well as caps on amounts refundable. Even if we believe a claim is covered by insurance, insurers may dispute
our entitlement for a variety of different reasons, which may affect the timing and, if the insurers prevail, the amount of our recovery.
Any claims or litigation, even if fully indemnified or insured, could damage our reputation and make it more difficult to compete effectively
or to obtain adequate insurance in the future.

 If we and/or any governmental
agency believe that it has accepted capital contributions by, or is otherwise holdings assets of, any person or entity that is acting
directly or indirectly in violation of any money laundering or corruption laws, rules, regulations, treaties, sanctions or other restrictions,
or on behalf of any suspected terrorist or terrorist organization, suspected drug trafficker or senior foreign political figure(s) suspected
in engaging in foreign corruption, we and/or such governmental agency may "freeze the assets" of such person or entity. We
may also be required to report and remit or transfer those assets to a governmental agency. Any such action may harm our reputation and
materially and adversely affect its business, financial condition and results of operations.

 We rely on third-party
service providers and partners for certain aspects of our operations, and any interruptions in services provided by these third parties
may impair our ability to support our users.

 We rely on third parties in
connection with many aspects of our business, including payment processors, cloud computing services and data centers that provide facilities,
infrastructure, website functionality and access, components, and services, including databases and data center facilities and cloud computing,
which are critical to our intended operations. Because we intend to rely on third parties to provide these services and to facilitate
certain of our business activities, we face increased operational risks. We do not control the operation of any of these third parties,
including the third-party regulated trust and custodian entities we will use. These third parties may be subject to financial, legal,
regulatory, and labor issues, cybersecurity incidents, break-ins, computer viruses, denial-of-service attacks, sabotage, acts of vandalism,
privacy breaches, service terminations, disruptions, interruptions, and other misconduct. They are also vulnerable to damage or interruption
from human error, power loss, telecommunications failures, fires, floods, earthquakes, hurricanes, tornadoes, pandemics (including the
COVID-19 pandemic) and similar events. In addition, these third parties may breach their agreements with us, disagree with our interpretation
of contract terms or applicable laws and regulations, refuse to continue or renew these agreements on commercially reasonable terms or
at all, fail or refuse to process transactions or provide other services adequately, take actions that degrade the functionality of our
services, impose additional costs or requirements on us or our customers, or give preferential treatment to competitors. There can be
no assurance that third parties that will provide services to us or to our users will do so on acceptable terms, or at all. If any third
parties do not adequately or appropriately provide their services or perform their responsibilities to us or our users, such as if third-party
service providers close their data center facilities without adequate notice, are unable to restore operations and data, fail to perform
as expected, or experience other unanticipated problems, we may be unable to procure alternatives in a timely and efficient manner and
on acceptable terms, or at all, and we may be subject to business disruptions, losses or costs to remediate any of the deficiencies, user
dissatisfaction, reputational damage, legal or regulatory proceedings, or other adverse consequences which could harm our business.

 We are indebted to certain
of our executive officers and directors in the approximate amount of US$37,590.

 As of December 31, 2024, we
are indebted to companies beneficially owned by Chan Man Chung, our ex-CEO, CFO, Secretary and director, in an amount of $37,590. We may
not be able to generate sufficient cash flow to repay these loans. If we issue additional securities as repayment, our shareholders may
experience significant dilution. The advances are not expected to be repayable within the next twelve months. Additionally, loan repayment
before achievement of profitability may cause us to delay implementing our business plans to expand.

 We are also subject
to other risks and uncertainties that affect many other businesses, including:

 increasing costs, the volatility of costs and funding requirements and other legal mandates for employee benefits, especially pension and healthcare benefits;

 the increasing costs of compliance with federal, state and foreign governmental agency mandates (including the Foreign Corrupt Practices Act) and defending against inappropriate or unjustified enforcement or other actions by such agencies;

 the impact of any international conflicts on the U.S. and global economies in general, the transportation industry or us in particular, and what effects these events will have on our costs or the demand for our services;

 any impacts on our business resulting from new domestic or international government laws and regulation;

 market acceptance of our new service and growth initiatives;

 the impact of technology developments on our operations and on demand for our services;

 governmental under-investment in transportation infrastructure, which could increase our costs and adversely impact our service levels due to traffic congestion or sub-optimal routing of our vehicles;

 widespread outbreak of an illness or any other communicable disease, or any other public health crisis;

 availability of financing on terms acceptable to our ability to maintain our current credit ratings, especially given the capital intensity of our operations;

 the impact on our business due to the system failure of our platform or our third-party partners;

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

 pricing for our products and services;

 our ability to diversify and grow our services revenue;

 changes in macroeconomic conditions, political and legal environments;

 adverse legal proceedings or regulatory enforcement actions, judgments, settlements, or other legal proceeding and enforcement-related costs;

 our ability to attract and retain talent; and

 our ability to compete with our competitors.

 If we are unable to
protect the confidentiality of our trade secrets, our business and competitive position would be harmed.

 We may rely on trade secrets,
including unpatented know-how, technology and other proprietary information, to maintain our competitive position. However, trade secrets
are difficult to protect. We limit disclosure of such trade secrets where possible but we also seek to protect these trade secrets, in
part, by entering into non-disclosure and confidentiality agreements with parties who do have access to them, such as our employees, contract
manufacturers, consultants, advisors and other third parties. Despite these efforts, any of these parties may breach the agreements and
may unintentionally or willfully disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate
remedies for such breaches. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive
and time-consuming, and the outcome is unpredictable. In addition, some courts inside and outside the United States are less willing or
unwilling to protect trade secrets. Moreover, if any of our trade secrets were to be lawfully obtained or independently developed by a
competitor, we would have no right to prevent them, or those to whom they communicate it, from using that technology or information to
compete with us. If any of our trade secrets were to be disclosed to or independently developed by a competitor, our competitive position
would be harmed.

 Risks Related to Our Finances and Capital Requirements

 We will need additional
funding and may be unable to raise capital when needed, which would force us to delay any business expansions or acquisitions.

 Our business plan contemplates
the expansion of our logistics and delivery operations through organic means and through acquisitions or investments in additional complementary
businesses, products and technologies. While we currently have no commitments or agreements relating to any of these types of transactions,
we do not generate sufficient revenue from operations to finance expansion or acquisition needs. We expect to finance such future cash
needs through public or private equity offerings, debt financings or corporate collaboration and licensing arrangements, as well as through
interest income earned on cash and investment balances. We cannot be certain that additional funding will be available on acceptable terms,
or at all. If adequate funds are not available, we may be required to delay, reduce the scope of or eliminate one or more of our development
programs or our commercialization efforts.

 Raising additional capital
may cause dilution to our existing stockholders, restrict our operations or require us to relinquish proprietary rights.

 Until such time, if ever,
as we can generate substantial revenue, we expect to finance our cash needs through a combination of equity offerings, debt financings,
grants and license and development agreements in connection with any collaborations. To the extent that we raise additional capital through
the sale of equity or convertible debt securities, your ownership interest will be diluted, and the terms of these securities may include
liquidation or other preferences that adversely affect your rights as a stockholder. Debt financing and preferred equity financing, if
available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring
additional debt, making capital expenditures or declaring dividends.

 If we raise additional funds
through collaborations, strategic alliances or marketing, distribution or licensing arrangements with third parties, we may have to relinquish
valuable rights to our technologies, future revenue streams, research programs or product candidates or grant licenses on terms that may
not be favorable to us. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to
delay, limit, reduce or terminate our product development or future commercialization efforts or grant rights to develop and market product
candidates that we would otherwise prefer to develop and market ourselves.

 Risks Relating to Doing Business in Hong Kong

 We face the risk that
changes in the policies of the PRC government could have a significant impact upon the business we may be able to conduct in Hong Kong
and the profitability of such business.

 We conduct our operations
and generate our revenue in Hong Kong. Accordingly, economic, political and legal developments in the PRC will significantly affect our
business, financial condition, results of operations and prospects. The PRC economy is in transition from a planned economy to a market-oriented
economy subject to plans adopted by the government that set national economic development goals. Policies of the PRC government can have
significant effects on economic conditions in the PRC. While we believe that the PRC will continue to strengthen its economic and trading
relationships with foreign countries and that business development in the PRC will continue to follow market forces, we cannot assure
you that this will be the case. Our interests may be adversely affected by changes in policies by the PRC government, including:

 changes in laws, regulations or their interpretation;

 confiscatory taxation;

 restrictions on currency conversion, imports or sources of supplies, or ability to continue as a for-profit enterprise;

 expropriation or nationalization of private enterprises; and

 the allocation of resources.

 Substantial uncertainties
and restrictions with respect to the political and economic policies of the PRC government and PRC laws and regulations could have a significant
impact upon the business that we may be able to conduct in the PRC and accordingly on the results of our operations and financial condition.

 Our business operations may
be adversely affected by the current and future political environment in the PRC. The PRC government has exercised and continues to exercise
substantial control over virtually every sector of the Chinese economy through regulation and state ownership. We expect the Hong Kong
legal system to rapidly evolve in the near future and may become closer aligned with legal system in China with the PRC government exerting
more oversight and control over companies operating in Hong Kong, offerings conducted overseas and or foreign investment in Hong Kong
based issuers. The interpretations of many laws, regulations and rules may not always be uniform and the enforcement of these laws, regulations
and rules may involve uncertainties for you and us. Our ability to operate in Hong Kong, conduct overseas offerings and continue to investment
in Hong Kong based issuers may be harmed by these changes in its laws and regulations, including those relating to taxation, import and
export tariffs, healthcare regulations, environmental regulations, land use and property ownership rights, and other matters. Accordingly,
government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally
planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic
conditions in Hong Kong or particular regions thereof, and could limit or completely hinder our ability to offer or continue to offer
securities to investors or require us to divest ourselves of any interest we then hold in Hong Kong properties or joint ventures. Any
such actions (including divesture or similar actions) could result in a material adverse effect on us and on your investment in us and
could render our securities and your investment in our securities worthless.

 There are substantial uncertainties
regarding the interpretation and application of PRC laws and regulations, including, but not limited to, the laws and regulations governing
our business, or the enforcement and performance of our contractual arrangements with borrowers in the event of the imposition of statutory
liens, death, bankruptcy or criminal proceedings. Only after 1979 did the Chinese government begin to promulgate a comprehensive system
of laws that regulate economic affairs in general, deal with economic matters such as foreign investment, corporate organization and governance,
commerce, taxation and trade, as well as encourage foreign investment in China. Although the influence of the law has been increasing,
China has not developed a fully integrated legal system and recently enacted laws and regulations may not sufficiently cover all aspects
of economic activities in China. Also, because these laws and regulations are relatively new, and because of the limited volume of published
cases and their lack of force as precedents, interpretation and enforcement of these laws and regulations involve significant uncertainties.
New laws and regulations that affect existing and proposed future businesses may also be applied retroactively. In addition, there have
been constant changes and amendments of laws and regulations over the past 30 years in order to keep up with the rapidly changing society
and economy in China. Because government agencies and courts that provide interpretations of laws and regulations and decide contractual
disputes and issues may change their interpretation or enforcement very rapidly with little advance notice at any time, we cannot predict
the future direction of Chinese legislative activities with respect to either businesses with foreign investment or the effectiveness
on enforcement of laws and regulations in China. The uncertainties, including new laws and regulations and changes of existing laws, may
cause possible problems to foreign investors.

 Although the PRC government
has been pursuing economic reform policies for more than two decades, the PRC government continues to exercise significant control over
economic growth in the PRC through the allocation of resources, controlling payments of foreign currency, setting monetary policy and
imposing policies that impact particular industries in different ways. We cannot assure you that the PRC government will continue to pursue
policies favoring a market oriented economy or that existing policies will not be significantly altered, especially in the event of a
change in leadership, social or political disruption, or other circumstances affecting political, economic and social life in the PRC.

 The Chinese government
exerts substantial influence over the manner in which we must conduct our business activities. We are currently not required
to obtain approval from Chinese authorities to list on U.S. exchanges. However, to the extent that the Chinese government exerts more
control over offerings conducted overseas and/or foreign investment in China-based issuers over time and if our PRC subsidiaries or the
holding company were required to obtain approval in the future and were denied permission from Chinese authorities to list on U.S. exchanges,
we will not be able to continue listing on U.S. exchange and the value of our common stock may significantly decline or become worthless,
which would materially affect the interest of the investors.

 The Chinese government has
exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state
ownership. Our ability to operate in Hong Kong may be harmed by changes in its laws and regulations, including those relating to taxation,
environmental regulations, land use rights, property and other matters. The central or local governments of these jurisdictions may impose
new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part
to ensure our compliance with such regulations or interpretations. Accordingly, government actions in the future, including any decision
not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in
the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions thereof,
and could require us to divest ourselves of any interest we then hold in Chinese properties.

 For example, the Chinese cybersecurity
regulator announced on July 2 that it had begun an investigation of Didi Global Inc. (NYSE: DIDI) and two days later ordered that the
company's app be removed from smartphone app stores.

 As such, the Company's
business segments may be subject to various government and regulatory interference in the provinces in which they operate. The Company
could be subject to regulation by various political and regulatory entities, including various local and municipal agencies and government
sub-divisions. The Company may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties
for any failure to comply. The Company's operations could be adversely affected, directly or indirectly, by existing or future laws
and regulations relating to its business or industry. Given that the Chinese government may intervene or influence our operations at any
time, it could result in a material change in our operation and the value of our common stock. Given recent statements by the Chinese
government indicating an intent to exert more oversight and control over offerings that are conducted overseas, any such action could
significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless.

 Furthermore, it is uncertain
when and whether the Company will be required to obtain permission from the PRC government to list on U.S. exchanges in the future, and
even when such permission is obtained, whether it will be denied or rescinded. Although the Company is currently not required to obtain
permission from any of the PRC federal or local government to obtain such permission and has not received any denial to list on the U.S.
exchange, our operations could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to its
business or industry. As a result, our common stock may decline in value dramatically or even become worthless should we become subject
to new requirement to obtain permission from the PRC government to list on U.S. exchange in the future.

 Recently, the General Office
of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions on Severe
and Lawful Crackdown on Illegal Securities Activities, which were available to the public on July 6, 2021. These opinions emphasized
the need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies.
These opinions proposed to take effective measures, such as promoting the construction of relevant regulatory systems, to deal with the
risks and incidents facing China-based overseas-listed companies and the demand for cybersecurity and data privacy protection. Moreover,
the State Internet Information Office issued the Measures of Cybersecurity Review (Revised Draft for Comments, not yet effective) on July 10,
2021, which require operators with personal information of more than 1 million users who want to list abroad to file a cybersecurity review
with the Office of Cybersecurity Review. The aforementioned policies and any related implementation rules to be enacted may subject us
to additional compliance requirement in the future. While we believe that our operations are not affected by this, as these opinions were
recently issued, official guidance and interpretation of the opinions remain unclear in several respects at this time. Therefore, we cannot
assure you that we will remain fully compliant with all new regulatory requirements of these opinions or any future implementation rules
on a timely basis, or at all.

 The Holding Foreign
Companies Accountable Act requires the Public Company Accounting Oversight Board (PCAOB) to be permitted to inspect the issuer's
public accounting firm within three years. This three-year period will be shortened to two years if the Accelerating Holding Foreign Companies
Accountable Act is enacted. There are uncertainties under the PRC Securities Law relating to the procedures and requisite timing for the
U.S. securities regulatory agencies to conduct investigations and collect evidence within the territory of the PRC. If the U.S. securities
regulatory agencies are unable to conduct such investigations, they may suspend or de-register our registration with the SEC and delist
our securities from applicable trading market within the US.

 The Holding Foreign Companies
Accountable Act (HFCAA) was signed into law on December 18, 2020, and requires Auditors of publicly traded companies to submit to regular
inspections every three years to assess such auditors' compliance with applicable professional standards. On June 22, 2021, the
U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act which, if passed by the U.S. House of Representatives and
signed into law, would reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA
from three years to two. On September 22, 2021, the PCAOB adopted rules to create a framework for the PCAOB to use when determining, as
contemplated under the HFCAA, whether it is unable to inspect or investigate completely registered public accounting firms located in
a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. On December 2, 2021, the SEC adopted
amendments to finalize rules implementing the submission and disclosure requirements in the HFCAA. The rules apply to registrants that
the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located
in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate completely because of a position taken by an authority
in a foreign jurisdiction. On December 16, 2021, the PCAOB issued a report on its determinations that it is unable to inspect or investigate
completely PCAOB-registered public accounting firms headquartered in China and in Hong Kong because of positions taken by PRC and Hong
Kong authorities in those jurisdictions. The PCAOB has made such designations as mandated under the HFCAA. Pursuant to each annual determination
by the PCAOB, the SEC will, on an annual basis, identify issuers that have used non-inspected audit firms and thus are at risk of such
suspensions in the future.

 Our Auditor is based in Nigeria
and is subject to PCAOB inspection. It is not subject to the determinations announced by the PCAOB on December 16, 2021. However, in the
event the Nigerian authorities subsequently take a position disallowing the PCAOB to inspect our auditor, then we would need to change
our auditor.

 On August 26, 2022, the China
Securities Regulatory Commission, or CSRC, the Ministry of Finance of the PRC, and the PCAOB signed a Statement of Protocol, or the Protocol,
governing inspections and investigations of audit firms based in China and Hong Kong. Pursuant to the Protocol, the PCAOB shall have independent
discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC.

 On December 15, 2022, the PCAOB
determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered
in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct
or otherwise fail to facilitate the PCAOB's access in the future, the PCAOB will consider the need to issue a new determination.
Notwithstanding the foregoing, in the event it is later determined that the PCAOB is unable to inspect or investigate completely our auditor,
then such lack of inspection could cause our securities to be delisted from the stock exchange.

 On June 22, 2021, the U.S.
Senate passed the Accelerating Holding Foreign Companies Accountable Act and on December 29, 2022, the Consolidated Appropriations Act
was signed into law by President Biden, which contained, among other things, an identical provision to Accelerating Holding Foreign Companies
Accountable Act and amended the Holding Foreign Companies Accountable Act by requiring the SEC to prohibit an issuer's securities
from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three,
thus reducing the time before our Ordinary Shares may be prohibited from trading or delisted.

 The delisting of our Ordinary
Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment.

 The SEC is assessing how to
implement other requirements of the HFCAA, including the listing and trading prohibition requirements described above. Future developments
in respect of increasing U.S. regulatory access to audit information are uncertain, as the legislative developments are subject to the
legislative process and the regulatory developments are subject to the rule-making process and other administrative procedures.

 While we understand that there
has been dialogue among the CSRC, the SEC and the PCAOB regarding the inspection of PCAOB-registered accounting firms in Mainland China,
there can be no assurance that we will be able to comply with requirements imposed by U.S. regulators if there is significant change to
current political arrangements between Mainland China and Hong Kong, or if any component of our auditor's work papers become located
in Mainland China in the future. Delisting of our Ordinary Shares likely would force holders of our Ordinary Shares to sell their Ordinary
Shares. The market price of our Ordinary Shares could be adversely affected as a result of anticipated negative impacts of these executive
or legislative actions upon, regardless of whether these executive or legislative actions are implemented and regardless of our actual
operating performance.

 Adverse regulatory developments
in China may subject us to additional regulatory review, and additional disclosure requirements and regulatory scrutiny to be adopted
by the SEC in response to risks related to recent regulatory developments in China may impose additional compliance requirements for companies
like us with significant China-based operations, all of which could increase our compliance costs, subject us to additional disclosure
requirements.

 The recent regulatory developments
in China, in particular with respect to restrictions on China-based companies raising capital offshore, may lead to additional regulatory
review in China over our financing and capital raising activities in the United States. In addition, we may be subject to industry-wide
regulations that may be adopted by the relevant PRC authorities, which may have the effect of limiting our service offerings, restricting
the scope of our operations in China, or causing the suspension or termination of our business operations in China entirely, all of which
will materially and adversely affect our business, financial condition and results of operations. We may have to adjust, modify, or completely
change our business operations in response to adverse regulatory changes or policy developments, and we cannot assure you that any remedial
action adopted by us can be completed in a timely, cost-efficient, or liability-free manner or at all.

 On July 30, 2021, in
response to the recent regulatory developments in China and actions adopted by the PRC government, the Chairman of the SEC issued a statement
asking the SEC staff to seek additional disclosures from offshore issuers associated with China-based operating companies before their
registration statements will be declared effective, including detailed disclosure related to whether the issuer received or were denied
permission from Chinese authorities to list on U.S. exchanges and the risks that such approval could be denied or rescinded. On August
1, 2021, the China Securities Regulatory Commission stated in a statement that it had taken note of the new disclosure requirements announced
by the SEC regarding the listings of Chinese companies and the recent regulatory development in China, and that both countries should
strengthen communications on regulating China-related issuers. We cannot guarantee that we will not be subject to tightened regulatory
review and we could be exposed to government interference in China.

 We may be exposed to
liabilities under the Foreign Corrupt Practices Act, and any determination that we violated the Foreign Corrupt Practices Act could have
a material adverse effect on our business.

 We are subject to the Foreign
Corrupt Practice Act ("FCPA"), and other laws that prohibit improper payments or offers of payments to foreign governments
and their officials and political parties by U.S. persons and issuers as defined by the statute for the purpose of obtaining or retaining
business. We will have operations, agreements with third parties and make sales in Hong Kong, which may experience corruption. Our proposed
activities may create the risk of unauthorized payments or offers of payments by one of the employees, consultants, or sales agents of
our Company, because these parties are not always subject to our control. It will be our policy to implement safeguards to discourage
these practices by our employees. Also, our existing practices and any future improvements may prove to be less than effective, and the
employees, consultants, or sales agents of our Company may engage in conduct for which we might be held responsible. Violations of the
FCPA may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect our business,
operating results and financial condition. In addition, the government may seek to hold our Company liable for successor liability FCPA
violations committed by companies in which we invest or that we acquire.

 PRC regulation of loans
to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent
us from using the proceeds we receive from offshore financing activities to make loans to or make additional capital contributions to
our Hong Kong subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand business.

 Any transfer of funds by us
to our Hong Kong subsidiaries, either as a shareholder loan or as an increase in registered capital, may become subject to approval by
or registration or filing with relevant governmental authorities in China. According to the relevant PRC regulations on foreign-invested
enterprises in China, capital contributions to PRC subsidiaries are subject to the approval of or filing with the Ministry of Commerce
in its local branches and registration with a local bank authorized by SAFE. It is unclear if Hong Kong subsidiaries will be deemed a
PRC subsidiary. If Hong Kong subsidiaries are deemed to be PRC subsidiaries, (i) any foreign loan procured by our Hong Kong subsidiaries
will be required to be registered with SAFE or its local branches or filed with SAFE in its information system; and (ii) our Hong
Kong subsidiaries will not be able to procure loans which exceed the difference between their total investment amount and registered capital
or, as an alternative, only procure loans subject to the calculation approach and limitation as provided in the People's Bank of
China Notice No. 9 ("PBOC Notice No. 9"). We may not be able to obtain these government approvals or complete such registrations
on a timely basis, if at all, with respect to future capital contributions or foreign loans by us to our Hong Kong subsidiaries, if required.
If we fail to receive such approvals or complete such registration or filing, our ability to use the proceeds we receive from our offshore
financing activities and to capitalize our Hong Kong operations may be negatively affected, which could adversely affect our liquidity
and ability to fund and expand our business. There is, in effect, no statutory limit on the amount of capital contribution that we can
make to our Hong Kong subsidiaries. This is because there is no statutory limit on the amount of registered capital for our Hong Kong
subsidiaries, and we are allowed to make capital contributions to our Hong Kong subsidiaries by subscribing for their initial registered
capital and increased registered capital, provided that the Hong Kong subsidiaries complete the relevant filing and registration procedures.

 The Circular on Reforming
the Administration of Foreign Exchange Settlement of Capital of Foreign-Invested Enterprises, or SAFE Circular 19, effective as of June 1,
2015, as amended by Circular of the State Administration of Foreign Exchange on Reforming and Regulating Policies on the Control over
Foreign Exchange Settlement under the Capital Account, or SAFE Circular 16, effective on June 9, 2016, allows FIEs to settle their
foreign exchange capital at their discretion, but continues to prohibit FIEs from using the Renminbi fund converted from their foreign
exchange capitals for expenditure beyond their business scopes, and also prohibit FIEs from using such Renminbi fund to provide loans
to persons other than affiliates unless otherwise permitted under its business scope. If Safe Circulars 16 and 19 are interpreted to apply
to the Hong Kong Dollar, our ability to use Hong Kong Dollars converted from the net proceeds from our offshore financing activities to
fund the establishment of new entities in Hong Kong, to invest in or acquire any other Hong Kong or PRC companies may be limited, which
may adversely affect our business, financial condition and results of operations.

 Because our holding
company structure creates restrictions on the payment of dividends, our ability to pay dividends is limited.

 We are a holding company whose
primary assets are our ownership of the equity interests in our subsidiaries. We conduct no other business and, as a result, we depend
entirely upon our subsidiaries' earnings and cash flow. If we decide in the future to pay dividends, as a holding company, our ability
to pay dividends and meet other obligations depends upon the receipt of dividends or other payments from our operating subsidiaries. Our
subsidiaries and projects may be restricted in their ability to pay dividends, make distributions or otherwise transfer funds to us prior
to the satisfaction of other obligations, including the payment of operating expenses or debt service, appropriation to reserves prescribed
by laws and regulations, covering losses in previous years, restrictions on the conversion of local currency into U.S. dollars or other
hard currency, completion of relevant procedures with governmental authorities or banks and other regulatory restrictions. Under the applicable
PRC laws and regulations, foreign-invested enterprises in China may pay dividends only out of their accumulated profits, if any, determined
in accordance with PRC accounting standards and regulations. In addition, a foreign-invested enterprise in China is required to set aside
a portion of its after-tax profit to fund specific reserve funds prior to payment of dividends. In particular, at least 10% of its after-tax
profits based on PRC accounting standards each year is required to be set aside towards its general reserves until the accumulative amount
of such reserves reach 50% of its registered capital. These reserves are not distributable as cash dividends. If future dividends are
paid in RMB, fluctuations in the exchange rate for the conversion of any of these currencies into U.S. dollars may adversely affect the
amount received by U.S. stockholders upon conversion of the dividend payment into U.S. dollars. For a detailed description of the potential
government regulations facing the Company associated with our operations in Hong Kong, please refer to " Government and Industry
Regulations – China ". We do not presently have any intention to declare or pay dividends in the future. You should
not purchase shares of our common stock in anticipation of receiving dividends in future periods.

 If any dividend is declared
in the future and paid in a foreign currency, you may be taxed on a larger amount in U.S. dollars than the U.S. dollar amount that you
will actually ultimately receive.

 If you are a U.S. holder of
our shares of common stock, you will be taxed on the U.S. dollar value of your dividends, if any, at the time you receive them, even if
you actually receive a smaller amount of U.S. dollars when the payment is in fact converted into U.S. dollars. Specifically, if a dividend
is declared and paid in a foreign currency such as the RMB, the amount of the dividend distribution that you must include in your income
as a U.S. holder will be the U.S. dollar value of the payments made in the foreign currency, determined at the spot rate of the foreign
currency to the U.S. dollar on the date the dividend distribution is includible in your income, regardless of whether the payment is in
fact converted into U.S. dollars. Thus, if the value of the foreign currency decreases before you actually convert the currency into U.S.
dollars, you will be taxed on a larger amount in U.S. dollars than the U.S. dollar amount that you will actually ultimately receive.

 Dividends payable to
our foreign investors and gains on the sale of our shares of common stock by our foreign investors may become subject to tax by the PRC.

 Under the Enterprise Income
Tax Law and its implementation regulations issued by the State Council of the PRC, unless otherwise provided under relevant tax treaties,
a 10% PRC withholding tax is applicable to dividends payable to investors that are non-resident enterprises, which do not have an establishment
or place of business in the PRC or which have such establishment or place of business but the dividends are not effectively connected
with such establishment or place of business, to the extent dividends are derived from sources within the PRC. Similarly, any gain realized
on the transfer of shares by such investors is also subject to PRC tax at a current rate of 10%, subject to any reduction or exemption
set forth in relevant tax treaties, if such gain is regarded as income derived from sources within the PRC. If we are deemed a PRC resident
enterprise, dividends paid on our shares, and any gain realized from the transfer of our shares, would be treated as income derived from
sources within the PRC and would as a result be subject to PRC taxation. Furthermore, if we are deemed a PRC resident enterprise, dividends
payable to individual investors who are non-PRC residents and any gain realized on the transfer shares by such investors may be subject
to PRC tax at a current rate of 20%, subject to any reduction or exemption set forth in applicable tax treaties. It is unclear whether
we or any of our subsidiaries established outside of China are considered a PRC resident enterprise or whether holders of shares would
be able to claim the benefit of income tax treaties or agreements entered into between China and other countries or areas. If dividends
payable to our non-PRC investors, or gains from the transfer of our shares by such investors are subject to PRC tax, the value of your
investment in our shares may decline significantly. For a detailed description of the potential government regulations facing the Company
associated with our operations in Hong Kong, please refer to " Government and Industry Regulations – China."

 Our global income may
be subject to PRC taxes under the PRC Enterprise Income Tax Law, which could have a material adverse effect on our results of operations.

 Under the PRC Enterprise Income
Tax Law, or the New EIT Law, and its amendment and implementation rules, which became effective in January 2008, an enterprise established
outside of the PRC with a "de facto management body" located within the PRC is considered a PRC resident enterprise and will
be subject to the enterprise income tax at the rate of 25% on its global income. The implementation rules define the term "de facto
management bodies" as "establishments that carry out substantial and overall management and control over the manufacturing
and business operations, personnel and human resources, finance and treasury, and business combination and disposition of properties and
other assets of an enterprise." On April 22, 2009, the State Administration of Taxation (the "SAT"), issued a circular,
or SAT Circular 82, which provides certain specific criteria for determining whether the "de facto management body" of a PRC-controlled
enterprise that is incorporated offshore is located in China. Although the SAT Circular 82 only applies to offshore enterprises controlled
by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners, the determining criteria set forth
in the SAT Circular 82 may reflect the SAT's general position on how the "de facto management body" text should be applied
in determining the resident status of all offshore enterprises for the purpose of PRC tax, regardless of whether they are controlled by
PRC enterprises or individuals. Although we do not believe that our legal entities organized outside of the PRC constitute PRC resident
enterprises, it is possible that the PRC tax authorities could reach a different conclusion. In such case, we may be considered a PRC
resident enterprise and may therefore be subject to the 25% enterprise income tax on our global income, which could significantly increase
our tax burden and materially and adversely affect our cash flow and profitability. In addition to the uncertainty regarding how the new
PRC resident enterprise classification for tax purposes may apply, it is also possible that the rules may change in the future, possibly
with retroactive effect. For a detailed description of the potential government regulations facing the Company associated with our operations
in Hong Kong, please refer to " Government and Industry Regulations – China."

 We and our shareholders
face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.

 On February 3, 2015, the State
Administration of Taxation issued an Announcement on Several Issues Concerning Enterprise Income Tax on Income Arising from Indirect Transfers
of Property by Non-PRC Resident Enterprises, or Announcement 7, with the same effective date. Under Announcement 7, an "indirect
transfer" refers to a transaction where a non-resident enterprise transfers its equity interest and other similar interest in an
offshore holding company, which directly or indirectly holds Chinese taxable assets (the assets of an "establishment or place"
situated in China; real property situated in China and equity interest in Chinese resident enterprises) and any indirect transfer without
reasonable commercial purposes are subject to the PRC taxation. In addition, Announcement 7 specifies the conditions under which an indirect
transfer is deemed to lack a reasonable commercial purpose which include: (1) 75% or more of the value of the offshore holding company's
equity is derived from Chinese taxable assets, (2) anytime in the year prior to the occurrence of the indirect transfer of Chinese taxable
assets, 90% or more of the total assets (excluding cash) of the offshore holding company are direct or indirect investments in China,
or 90% or more of the revenue of the offshore holding company was sourced from China; (3) the functions performed and risks assumed by
the offshore holding company(ies), although incorporated in an offshore jurisdiction to conform to the corporate law requirements there,
are insufficient to substantiate their corporate existence and (4) the foreign income tax payable in respect of the indirect transfer
is lower than the Chinese tax which would otherwise be payable in respect of the direct transfer if such transfer were treated as a direct
transfer. As a result, gains derived from such indirect transfer will be subject to PRC enterprise income tax, currently at a tax rate
of 10%.

 Announcement 7 grants a safe
harbor under certain qualifying circumstances, including transfers in the public securities market and certain intragroup restricting
transactions, however, there is uncertainty as to the implementation of Announcement 7. For example, Announcement 7 requires the buyer
to withhold the applicable taxes without specifying how to obtain the information necessary to calculate taxes and when the applicable
tax shall be submitted. Announcement 7 may be determined by the tax authorities to be applicable to our offshore restructuring transactions
or sale of the shares of our offshore subsidiaries where non-resident enterprises, being the transferors, were involved. Though Announcement
7 does not impose a mandatory obligation of filing the report of taxable events, the transferring party shall be subject to PRC withholding
tax if the certain tax filing conditions are met. Non-filing may result in an administrative penalty varying from 50% to 300% of unpaid
taxes. As a result, we and our non-resident enterprises in such transactions may become at risk of being subject to taxation under Announcement
7, and may be required to expend valuable resources to comply with Announcement 7 or to establish that we and our non-resident enterprises
should not be taxed under Announcement 7, for any restructuring or disposal of shares of our offshore subsidiaries, which may have a material
adverse effect on our financial condition and results of operations.

 PRC laws and regulations
have established more complex procedures for certain acquisitions of Chinese companies by foreign investors, which could make it more
difficult for us to pursue growth through acquisitions in China.

 Further to the Regulations
on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the New M&A Rules, the Anti-monopoly Law of the PRC,
the Rules of Ministry of Commerce on Implementation of Security Review System of Mergers and Acquisitions of Domestic Enterprises by Foreign
Investors promulgated by MOFCOM or the MOFCOM Security Review Rules, was issued in August 2011, which established additional procedures
and requirements that are expected to make merger and acquisition activities in China by foreign investors more time-consuming and complex,
including requirements in some instances that MOFCOM be notified in advance of any change of control transaction in which a foreign investor
takes control of a PRC enterprise, or that the approval from MOFCOM be obtained in circumstances where overseas companies established
or controlled by PRC enterprises or residents acquire affiliated domestic companies. PRC laws and regulations also require certain merger
and acquisition transactions to be subject to merger control review and or security review.

 The MOFCOM Security Review
Rules, effective from September 1, 2011, which implement the Notice of the General Office of the State Council on Establishing the Security
Review System for Mergers and Acquisitions of Domestic Enterprises by Foreign Investors promulgated on February 3, 2011, further provide
that, when deciding whether a specific merger or acquisition of a domestic enterprise by foreign investors is subject to the security
review by MOFCOM, the principle of substance over form should be applied and foreign investors are prohibited from bypassing the security
review requirement by structuring transactions through proxies, trusts, indirect investments, leases, loans, control through agreements
control or offshore transactions.

 Further, if the business of
any target company that the combined company seeks to acquire falls into the scope of security review, the combined company may not be
able to successfully acquire such company either by equity or asset acquisition, capital contribution or through any contractual agreements.
The combined company may grow its business in part by acquiring other companies operating in its industry. Complying with the requirements
of the relevant regulations to complete such transactions could be time consuming, and any required approval processes, including approval
from MOFCOM, may delay or inhibit its ability to complete such transactions, which could affect our ability to maintain or expand our
market share.

 In addition, SAFE promulgated
the Circular on the Settlement of Foreign Currency Capital of Foreign-invested Enterprises, or Circular 19, on June 1, 2015. Under Circular
19, registered capital of a foreign-invested company settled in RMB converted from foreign currencies may only be used within the business
scope approved by the applicable governmental authority and the equity investments in the PRC made by the foreign-invested company shall
be subject to the relevant laws and regulations about the foreign-invested company's reinvestment in the PRC. In addition, foreign-invested
companies cannot use such capital to make the investments in securities, and cannot use such capital to issue the entrusted RMB loans
(except approved in its business scope), repay the RMB loans between the enterprises and the ones which have been transferred to the third
party. Circular 19 may significantly limit our ability to effectively use the proceeds from future financing activities as the Chinese
subsidiaries may not convert the funds received from us in foreign currencies into RMB, which may adversely affect their liquidity and
our ability to fund and expand our business in the PRC.

 SAFE issued the Circular on
Reforming and Regulating Policies on the Control over Foreign Exchange Settlement of Capital Accounts ("Circular 16"), on
June 9, 2016, which became effective simultaneously. Pursuant to Circular 16, enterprises registered in the PRC may also convert their
foreign debts from foreign currency to RMB on a self-discretionary basis. Circular 16 provides an integrated standard for conversion of
foreign exchange under capital account items (including but not limited to foreign currency capital and foreign debts) on a self-discretionary
basis which applies to all enterprises registered in the PRC. Circular 16 reiterates the principle that RMB converted from foreign currency-denominated
capital of a company may not be directly or indirectly used for purpose beyond its business scope or prohibited by PRC Laws or regulations,
while such converted RMB shall not be utilized as loans to its non-affiliated entities. As Circular 16 is newly issued and SAFE has not
provided detailed guidelines with respect to its interpretation or implementation, it is uncertain how these rules will be interpreted
and implemented.

 Failure to comply with
PRC regulations regarding the registration requirements for employee stock ownership plans or share option plans may subject the PRC plan
participants or us to fines and other legal or administrative sanctions.

 Pursuant to SAFE Circular
37, PRC residents who participate in share incentive plans in overseas non-publicly-listed companies may submit applications to SAFE or
its local branches for the foreign exchange registration with respect to offshore special purpose companies. In the meantime, our directors,
executive officers and other employees who are PRC citizens or who are non-PRC residents residing in the PRC for a continuous period of
not less than one year, subject to limited exceptions, and who have been granted incentive share awards by us, may follow the Notices
on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly-Listed
Company, or 2012 SAFE notices, promulgated by the SAFE in 2012. Pursuant to the 2012 SAFE notices, PRC citizens and non-PRC citizens who
reside in China for a continuous period of not less than one year who participate in any stock incentive plan of an overseas publicly
listed company, subject to a few exceptions, are required to register with SAFE through a domestic qualified agent, which could be the
PRC subsidiaries of such overseas listed company, and complete certain other procedures. In addition, an overseas entrusted institution
must be retained to handle matters in connection with the exercise or sale of stock options and the purchase or sale of shares and interests.
Our executive officers and other employees who are PRC citizens or who reside in the PRC for a continuous period of not less than one
year and who have been granted options will be subject to these regulations. It is unclear if these regulations will be expanded to include
Hong Kong residents or citizens. Failure to complete the SAFE registrations may subject them to fines, and legal sanctions and may also
limit our ability to contribute additional capital into our Hong Kong subsidiaries and limit our Hong Kong subsidiaries' ability
to distribute dividends to us if Hong Kong residents or citizens are covered under these PRC regulations. We also face regulatory uncertainties
that could restrict our ability to adopt additional incentive plans for our directors, executive officers and employees under PRC law.

 The SAT has issued certain
circulars concerning employee share options and restricted shares. Under these circulars, employees working in China who exercise share
options or are granted restricted shares will be subject to PRC individual income tax. It is unclear whether these regulations will be
expanded in the future to cover our employees in Hong Kong. Our Hong Kong subsidiaries may become obligated to file documents related
to employee share options or restricted shares with relevant tax authorities and to withhold individual income taxes of those employees
who exercise their share options. If our employees fail to pay or we fail to withhold their income taxes according to relevant laws and
regulations, we may face sanctions imposed by the tax authorities or other PRC governmental authorities.

 If we become directly
subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have to expend significant
resources to investigate and resolve the matter which could harm our business operations and our reputation and could result in a loss
of your investment in our shares, especially if such matter cannot be addressed and resolved favorably.

 U.S. public companies that
have substantially all of their operations in China have been the subject of intense scrutiny, criticism and negative publicity by investors,
financial commentators and regulatory agencies, such as the SEC. Much of the scrutiny, criticism and negative publicity has centered around
financial and accounting irregularities, a lack of effective internal controls over financial accounting and reporting, inadequate corporate
governance policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result of the scrutiny, criticism and
negative publicity, the publicly traded stock of many U.S. listed Chinese companies has sharply decreased in value and, in some cases,
has become virtually worthless. Many of these companies are now subject to shareholder lawsuits and SEC enforcement actions and are conducting
internal and external investigations into the allegations. It is not clear what effect this sector-wide scrutiny, criticism and negative
publicity will have on our company and our business. If we become the subject of any unfavorable allegations, whether such allegations
are proven to be true or untrue, we may have to expend significant resources to investigate such allegations and/or defend the Company.
This situation may be a major distraction to our management. If such allegations are not proven to be groundless, our Company and business
operations will be severely hampered and your investment in our stock could be rendered worthless.

 In addition, major issues
with other U.S. listed Chinese companies in the future, could have a negative effect on the value of your investment, even though the
Company is not involved.

 It may be difficult
for stockholders to enforce any judgment obtained in the United States against us, which may limit the remedies otherwise available to
our stockholders.

 COSG is organized under the
laws of the State of Nevada as a holding company that conducts its business through number of subsidiaries organized under the laws of
foreign jurisdictions such as Hong Kong and the British Virgin Islands. This may have an adverse impact on the ability of U.S. investors
to enforce a judgment obtained in U.S. Courts against these entities, or to effect service of process on the officers and directors managing
the foreign subsidiaries.

 A substantial portion of our
assets are located in Hong Kong. Meanwhile, our current directors and officers are Hong Kong / Australian / New Zealand residents with
substantial portions of their assets located outside the United States. As a result, it may be difficult for investors to effect service
of process within the United States upon us or these persons, or to enforce judgments obtained in U.S. courts against us or them, including
judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.
It will also be costlier and time-consuming for the investors to effect service of process outside the United States, or to enforce judgments
obtained from the U.S. courts in the courts of the jurisdictions where our directors and officers reside. For example, to enforce a foreign
judgment in Hong Kong, you will be required to apply to the Hong Kong High Court to enforce a foreign judgment (the " Application ")
for which you will be required to engage a local counsel to facilitate or prepare the Application alongside the various supporting documentations
for the Application. After which, you will be required to go through the standard litigation process to sue on the judgment as a debt.
In addition, a judgment of a United States court for civil liabilities predicated upon the federal securities laws of the United States
may also not be enforceable in or recognized by the courts of the jurisdictions where our directors and officers reside. As such, you
may encounter difficulties to enforce judgments obtained in U.S. courts based on the civil liability provisions of the U.S. federal securities
laws against us and our officers and directors.

 Further, insofar as PRC factor
may be concerned, there is uncertainty as to whether the PRC courts would (i) entertain original actions brought in the PRC against us
or our directors or officers based on the securities laws of the United States or any state in the United States or (ii) recognize or
enforce judgments of the courts of the United States obtained against us or our directors or officers based on the civil liability provisions
of the securities laws of the United States or any state in the United States. To this end, we note that none of our directors or officers
are Chinese nationals nor does the company hold any assets and/or host any operations within the PRC. PRC courts may therefore come to
the view there is no locus.

 Under the "one country,
two systems" principle, the Hong Kong Special Administrative Region (SAR) has an independent judiciary that operates separately
from the courts in mainland China. The courts of Hong Kong have jurisdiction over all cases that arise within its territory, including
civil and criminal cases, as well as cases related to the interpretation of the Basic Law.

 Where PRC law does apply however,
in order to enforce a foreign judgment in accordance with the laws and regulations of the PRC, certain criteria must be met as stipulated
by the PRC Civil Procedure Law and other related laws and regulations. These criteria include, but are not limited to: (i) the judgment
being sought for recognition must be a final and valid judgment or decree issued by a foreign court; (ii) the court that rendered the
judgment or decree must have jurisdiction over the case under the applicable foreign law; (iii) the proceedings of the foreign court must
have been fair and lawful under the applicable foreign law, including effective service on the defendant and giving the defendant an opportunity
to be heard; (iv) there must be no conflicting interests in the case; (v) the requested court must not be conducting an ongoing trial
between the same parties on the same subject matter or have already rendered an effective judgment, nor must it have recognized a judgment
rendered by a third country in the case; (vi) there must be a treaty relationship or reciprocity between the two countries for the mutual
recognition and enforcement of judgments in civil and commercial matters; and (vii) the recognition and enforcement of the judgment must
not violate the fundamental principles of the laws of the PRC or the sovereignty, security, or public interests of the PRC.

 As of the date of this Report,
there are no existing treaties or written arrangements between the PRC and the United States for the mutual recognition and enforcement
of foreign judgments. Furthermore, under the PRC Civil Procedure Law, a foreign judgment against us, our directors, or officers cannot
be enforced by PRC courts if the court finds that it violates the fundamental principles of PRC laws or national sovereignty, security,
or public interests. This raises uncertainty about whether and under what circumstances a PRC court would enforce a judgment issued by
a court in the United States or the Cayman Islands. In addition, due to our incorporation under the laws of the Cayman Islands, it would
be difficult for U.S. shareholders to bring a lawsuit against us in China under PRC laws. The PRC Civil Procedure Law and related laws
and regulations require a connection to the PRC to establish jurisdiction, which may be challenging for U.S. shareholders to establish
based solely on their ownership of our shares.

 Risks Relating to Securities Markets and Investment
in Our Stock

 There is not now and
there may not ever be an active market for our Common Stock. There are restrictions on the transferability of these securities.

 There currently is no market
for our Common Stock and, except as otherwise described herein, we have no plans to file any registration statement or otherwise attempt
to create a market for the shares. Even if an active market develops for the shares, Rule 144, which provides for an exemption from the
registration requirements under the Securities Act under certain conditions, requires, among other conditions, a holding period prior
to the resale (in limited amounts) of securities acquired in a non-public offering without having to satisfy the registration requirements
under the Securities Act. There can be no assurance that we will fulfill any reporting requirements in the future under the Exchange Act
or disseminate to the public any current financial or other information concerning us, as is required by Rule 144 as part of the conditions
of its availability.

 Our common stock is
subject to the "penny stock" rules of the SEC and the trading market in our securities is limited, which makes transactions
in our stock cumbersome and may reduce the value of an investment in our stock.

 Under U.S. federal securities
legislation, our common stock will constitute "penny stock". Penny stock is any equity security that has a market price of
less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require
that a broker or dealer approve a potential investor's account for transactions in penny stocks, and the broker or dealer receive
from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.
In order to approve an investor's account for transactions in penny stocks, the broker or dealer must obtain financial information
and investment experience objectives of the person, and make a reasonable determination that the transactions in penny stocks are suitable
for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions
in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by
the Commission relating to the penny stock market, which, in highlight form sets forth the basis on which the broker or dealer made the
suitability determination. Brokers may be less willing to execute transactions in securities subject to the "penny stock"
rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.
Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about
the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights
and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing
recent price information for the penny stock held in the account and information on the limited market in penny stocks.

 We are a controlled
company subject to the control of Lee Ying Chiu Herbert, our director. Lee Ying Chiu Herbert, together with our other
insiders beneficially own a significant portion of our stock, and accordingly, have control over stockholder matters, our business and
management.

 Under NASDAQ stock exchange
rule 5615(c)(1), a "controlled company" is defined as a "company of which more than 50% of the voting power for the
election of directors is held by an individual, a group or another company." As of the date of this report, Lee Ying Chiu Herbert
beneficially owns 172,190,485 shares of our common stock, or approximately 48.05% of our issued and outstanding shares of common stock.
Dr. Lee is entitled to an additional 800,000,000 shares of our common stock in connection with our acquisition of Massive Treasure. After
the issuance of the 800,000,000 shares of common stock, Dr. Lee will beneficially own in excess of 83.93% of our issued and outstanding
shares of our common stock. As a result, Dr. Lee will have significant influence to:

 Elect or defeat the election of our directors;

 Amend or prevent amendment of our articles of incorporation or bylaws;

 Effect or prevent a merger, sale of assets or other corporate transaction; and

 Affect the outcome of any other matter submitted to the stockholders for vote.

 Moreover, because of the significant
ownership position held by our management team, new investors may not be able to effect a change in our business or management, and therefore,
shareholders would have no recourse as a result of decisions made by management. In addition, sales of significant amounts of shares held
by our management team, or the prospect of these sales, could adversely affect the market price of our common stock. Our management team's
stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which
in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

 State securities laws
may limit secondary trading, which may restrict the states in which and conditions under which you can sell the shares offered by this
registration statement.

 Secondary trading in common
stock sold in this offering will not be possible in any state until the common stock is qualified for sale under the applicable securities
laws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for
secondary trading in the state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, the
common stock in any particular state, the common stock could not be offered or sold to, or purchased by, a resident of that state. In
the event that a significant number of states refuse to permit secondary trading in our common stock, the liquidity for the common stock
could be significantly impacted thus causing you to realize a loss on your investment.

 The Company does not intend
to seek registration or qualification of its shares of common stock the subject of this offering in any State or territory of the United
States. Aside from a "secondary trading" exemption, other exemptions under state law and the laws of US territories may be
available to purchasers of the shares of common stock sold in this offering,

 Anti-takeover effects
of certain provisions of Nevada state law hinder a potential takeover of our company.

 Though not now, in the future
we may become subject to Nevada's control share law. A corporation is subject to Nevada's control share law if it has more
than 200 stockholders, at least 100 of whom are stockholders of record and residents of Nevada, and it does business in Nevada or through
an affiliated corporation. The law focuses on the acquisition of a "controlling interest" which means the ownership of outstanding
voting shares sufficient, but for the control share law, to enable the acquiring person to exercise the following proportions of the voting
power of the corporation in the election of directors:

 (i) one-fifth or more but
less than one-third, (ii) one-third or more but less than a majority, or (iii) a majority or more. The ability to exercise such voting
power may be direct or indirect, as well as individual or in association with others.

 The effect of the control
share law is that the acquiring person, and those acting in association with it, obtains only such voting rights in the control shares
as are conferred by a resolution of the stockholders of the corporation, approved at a special or annual meeting of stockholders. The
control share law contemplates that voting rights will be considered only once by the other stockholders. Thus, there is no authority
to strip voting rights from the control shares of an acquiring person once those rights have been approved. If the stockholders do not
grant voting rights to the control shares acquired by an acquiring person, those shares do not become permanent non-voting shares. The
acquiring person is free to sell its shares to others. If the buyers of those shares themselves do not acquire a controlling interest,
their shares do not become governed by the control share law.

 If control shares are accorded
full voting rights and the acquiring person has acquired control shares with a majority or more of the voting power, any stockholder of
record, other than an acquiring person, who has not voted in favor of approval of voting rights is entitled to demand fair value for such
stockholder's shares.

 In addition to the control
share law, Nevada has a business combination law which prohibits certain business combinations between Nevada corporations and "interested
stockholders" for three years after the "interested stockholder" first becomes an "interested stockholder,"
unless the corporation's board of directors approves the combination in advance. For purposes of Nevada law, an "interested
stockholder" is any person who is (i) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of
the outstanding voting shares of the corporation, or (ii) an affiliate or associate of the corporation and at any time within the three
previous years was the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares
of the corporation. The definition of the term "business combination" is sufficiently broad to cover virtually any kind of
transaction that would allow a potential acquirer to use the corporation's assets to finance the acquisition or otherwise to benefit
its own interests rather than the interests of the corporation and its other stockholders.

 The effect of Nevada's
business combination law is to potentially discourage parties interested in taking control of our company from doing so if it cannot obtain
the approval of our board of directors.

 Because we do not intend
to pay any cash dividends on our common stock, our stockholders will not be able to receive a return on their shares unless they sell
them.

 We intend to retain any future
earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock
in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they
sell them. Stockholders may never be able to sell shares when desired. Before you invest in our securities, you should be aware that there
are various risks. You should consider carefully these risk factors, together with all of the other information included in this annual
report before you decide to purchase our securities. If any of the following risks and uncertainties develop into actual events, our business,
financial condition or results of operations could be materially adversely affected.

 Our stock may be subject
to substantial price and volume fluctuations due to a number of factors, many of which are beyond our control and may prevent our stockholders
from reselling our Common Stock at a profit.

 The market prices for our
securities may be volatile and may fluctuate substantially due to many factors, including:

 market conditions in the business marketing services sectors or the economy as a whole;

 price and volume fluctuations in the overall stock market;

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

 actual fluctuations in our quarterly operating results, and concerns by investors that such fluctuations may occur in the future;

 deviations in our operating results from the estimates of securities analysts or other analyst comments;

 additions or departures of key personnel;

 legislation, including measures affecting e-commerce or infrastructure development; and

 development concerning current or future strategic collaborations.

 ITEM 1B. UNRESOLVED STAFF COMMENTS.

 We are a smaller reporting
company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 ITEM 2. PROPERTIES.

 Our corporate and executive
office is located at 6/F, Harbour View 2, 16 Science Park East Avenue, Hong Kong Science Park, N.T., Hong Kong, telephone number +852
2839 8100.

 We believe that our current
facilities are adequate for our current needs. We expect to secure new facilities or expand existing facilities as necessary to support
future growth. We believe that suitable additional space will be available on commercially reasonable terms as needed to accommodate our
operations.

 ITEM 3. LEGAL PROCEEDINGS.

 There are no material pending
legal proceedings to which we or our subsidiaries are a party or to which any of our or their property is subject, nor are there any such
proceedings known to be contemplated by governmental authorities. None of our directors, officers, affiliates or any owner of record or
beneficially of more than 5% of our common stock, or any associate of any of the foregoing, is involved in a proceeding adverse to our
business or has a material interest adverse to our business.

 ITEM 4. MINE SAFETY DISCLOSURES.

 Not applicable.

 ITEM 5. MARKET FOR REGISTRANT'S
COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 (a) Market Information

 Shares of our common stock
are quoted on the OTC Pink under the symbol "COSG". As of December 31, 2024, the last closing price of our securities was
$0.00. There is no established public trading market for our securities and a regular trading market may not develop, or if developed,
may not be sustained.

 The following table sets forth,
for the fiscal quarters indicated, the high and low bid information for our common stock, as reported on the Pink Sheets. The following
quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

 Quarterly period

 High

 Low

 Fiscal year ended December 31, 2024:

 Fourth Quarter

 $

 $

 Third Quarter

 $

 $

 Second Quarter

 $

 $

 First Quarter

 $

 $

 Fiscal year ended December 31, 2023:

 Fourth Quarter

 $
 0.0009

 $
 0.0008

 Third Quarter

 $
 0.0007

 $
 0.0007

 Second Quarter

 $
 0.0119

 $
 0.0119

 First Quarter

 $
 0.0100

 $
 0.0065

 (b) Approximate Number of Holders of Common
Stock

 As of December 31, 2024, there
were approximately 262 shareholders of record of our common stock. Such number does not include any shareholders holding shares in nominee
or "street name".

 (c) Dividends

 Holders of our common stock
are entitled to receive such dividends as may be declared by our board of directors. We paid no dividends during the periods reported
herein, nor do we anticipate paying any dividends in the foreseeable future.

 (d) Equity Compensation Plan Information

 None.

 (e) Recent Sales of Unregistered Securities

 None.

 ITEM 6. RESERVED

 ITEM 7. MANAGEMENT'S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 This discussion summarizes
the significant factors affecting the operating results, financial condition, liquidity and cash flows of the Company and its subsidiary
for the fiscal years ended December 31, 2024, and 2023. The discussion and analysis that follows should be read together with the section
entitled "Cautionary Note Concerning Forward-Looking Statements" and our consolidated financial statements and the notes to
the consolidated financial statements included elsewhere in this annual report on Form 10-K.

 Except for historical information,
the matters discussed in this section are forward looking statements that involve risks and uncertainties and are based upon judgments
concerning various factors that are beyond the Company's control. Consequently, and because forward-looking statements are inherently
subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the
forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report.

 Currency and exchange
rate

 Unless otherwise noted,
all currency figures quoted as "U.S. dollars", "dollars" or "US$" refer to the legal currency of the
United States. References to "Hong Kong Dollar" are to the Hong Kong Dollar, the legal currency of the Hong Kong Special Administrative
Region of the People's Republic of China. Throughout this report, assets and liabilities of the Company's subsidiaries are
translated into U.S. dollars using the exchange rate on the balance sheet date. Revenue and expenses are translated at average rates prevailing
during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate
component of accumulated other comprehensive income within the statement of stockholders' equity.

 We are not required to obtain
permission from the Chinese authorities to operate or to issue securities to foreign investors.

 We, through our subsidiaries
are currently operating an online platform to sell and distribute the arts and collectibles to end-users, with the use of blockchain technologies
and minting tokens.

 We had current assets of $43,344
and current liabilities of $47,272,390 as of December 31, 2024. As of December 31, 2023, our current assets and current liabilities were
$8,786,605 and $65,453,469, respectively.

 Our financial statements for
the years ended December 31, 2024 and 2023 have been prepared assuming that we will continue as a going concern. Our continuation as a
going concern is dependent upon improving our profitability and the continuing financial support from our stockholders. Our sources of
capital in the past have included the sale of equity securities, which include common stock sold in private transactions and public offerings,
capital leases and short-term and long-term debts.

 Results of Operations.

 Comparison of the fiscal years ended December
31, 2024 and 2023

 The following table sets forth
certain operational data of our continuing operations for the years indicated:

 Fiscal Years Ended

 2024

 2023

 Revenues:

 Arts and collectibles technology ("ACT") segment

 $
 6,408

 $
 -

 Cost of revenue:

 ACT segment

 (3,845
)

 -

 Gross profit

 2,563

 -

 Operating expenses:

 Sales and marketing

 (6,373
)

 (3,317
)

 General and administrative expenses

 (272,727
)

 (10,691,045
)

 Loss from operations

 (276,537
)

 (10,694,362
)

 Other income (expense), net

 10,411,708

 (262,887
)

 Income (loss) before income taxes

 (10,957,249
)

 Income tax credit

 -

 -

 Income (loss) from continuing operations

 (10,957,249
)

 Discontinued operations:

 Loss from discontinued operations, net of income taxes

 (5,442,782
)

 (66,373,744
)

 Net income (loss)

 $

 $
 (77,330,993
)

 Revenue and Cost of Revenue

 Revenue from continuing operations of
approximately $6,408 and $0 for the years ended December 31, 2024 and 2023, respectively, increased by $6,408, or 100%. Revenue from discontinued
operations of approximately $51,266 and $3,720,298 for the years ended December 31, 2024 and 2023, respectively, decreased by $3,669,032,
or 98.6%. The breakdown of revenue is summarized as follows:-

 2024

 2023

 Interest income (discontinued operation)

 $
 -

 $
 3,102,101

 ACT income:

 - Sale of arts and collectibles products

 -

 618,197

 - Consultancy services

 6,408

 -

 - Consultancy services (from discontinued operation)

 51,266

 -

 57,674

 618,197

 $
 57,674

 $
 3,720,298

 The Company currently operates
its online platform in sale and distribution of arts and collectibles, with the use of blockchain technologies and minting tokens. The
lending business segment was disposed on September 30, 2023. The decrease in revenue mainly due to disposal of lending segment.

 Cost of revenue from continuing
operations of approximately $3,845 and $0 for the years ended December 31, 2024 and 2023, respectively, increased by $3,845 or 100%.
Cost of revenue from discontinued operations of approximately $34,605 and $481,000 for the years ended December 31, 2024 and 2023,
respectively, decreased by $446,395 or 92.8%. It consisted primarily of interest expense and cost of purchasing collectibles, in line
with sales drop. It consisted primarily of interest expense and cost of purchasing collectibles, in line with sales drop.

 Gross Profit

 We achieved a gross profit
from continuing operations of $2,563 and $0 for the years ended December 31, 2024 and 2023, respectively. We achieved a gross profit
from discontinued operations of $20,506 and $3,239,298 for the years ended December 31, 2024 and 2023, respectively. The decrease
in gross profit is mainly attributable to a decrease in our ACT volume.

 Sales and Marketing Expenses

 Sales and marketing expenses
from continuing operations of $6,373 and $3,317 for the years ended December 31, 2024 and 2023, respectively, increased by $3,056,
92.1%. Sales and marketing expenses from discontinued operations of $509,000 and $1,822,831 for the years ended December 31, 2024
and 2023, respectively, decreased by $1,313,831, 72.1%. It primarily includes costs related to public relations, consultancy fee, advertising
and marketing programs, and personnel-related expenses.

 Technology and support Expenses

 No such expenses for continuing
operation for the years ended December 31, 2024 and 2023.

 Technology and support expenses
from discontinued operations of $288,860 and $3,694,807 for the years ended December 31, 2024 and 2023, respectively, including (i)
development of the DOT(digital ownership token), an effective application of NFT technologies to real world assets, both tangible and
intangible, (ii) research and development of blockchain smart contracts and other coding to apply the most suitable blockchains for DOTs
and maintaining a distributed ledger to record all transactions and (iii) Development of a client management system to facilitate the
sale and purchase of DOTs by both crypto and non-crypto natives.

 Corporate Development Expenses

 No such expenses for continuing
operation for the years ended December 31, 2024 and 2023

 Corporate development expenses
from discontinued operations of $385,100 and $867,193 for the years ended December 31, 2024 and 2023, respectively, primarily include
personnel-related expenses incurred to support our corporate development.

 General and Administrative Expenses ("G&A")

 General and administrative
expenses from continuing operations of $272,727 and $10,691,045 for the years ended December 31, 2024 and 2023, respectively. General
and administrative expenses from discontinued operations of $4,291,537 and $13,811,898 for the years ended December 31, 2024 and
2023, respectively. These expenses primarily include professional fees, audit fees, other miscellaneous expenses incurred in connection
with general operations and personnel-related expenses incurred to support our business, including legal, finance, executive, and other
support operations. G&A expenses from continued operations decreased by approximately $10,418,318 in the year ended December 31, 2024
from $10,691,045 for the same period of 2023.

 Other income (expenses)

 Total other income (expenses)
from continuing operations of $10,411,708 and $(262,887) for the years ended December 31, 2024 and 2023, respectively. These expenses
primary include interest income, convertible notes interest expense, loan interest expense, loss on disposal of subsidiaries, loss on
acquisition of subsidiaries, written off of related party's debt and sundry income.

 Income Tax Expense

 We did not incur income tax
expense from continuing operations during the years ended December 31, 2024 and 2023, respectively.

 Liquidity and Capital Resources

 As of December 31, 2024 and
2023, we had cash and cash equivalents from continuing operations of $43,344 and $22,897, respectively.

 We have never paid dividends
on our Common Stock. Our present policy is to apply cash to investments in product development, acquisitions or expansion; consequently,
we do not expect to pay dividends on Common Stock in the foreseeable future.

 Going Concern Uncertainties

 Our continuation as a going
concern is dependent upon improving our profitability and the continuing financial support from our stockholders. Our sources of capital
in the past have included the sale of equity securities, which include common stock sold in private transactions and public offerings,
lease liability and short-term and long-term debts. We believe that our current cash and other sources of liquidity discussed below are
adequate to support general operations for at least the next 12 months.

 We require additional funding
to meet its ongoing obligations and to fund anticipated operating losses. Our auditor has expressed substantial doubt about our ability
to continue as a going concern. Our ability to continue as a going concern is dependent on raising capital to fund its initial business
plan and ultimately to attain profitable operations. These consolidated financial statements do not include any adjustments to reflect
the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being
able to continue as a going concern.

 We expect to incur marketing
and professional and administrative expenses as well expenses associated with maintaining our filings with the Commission. We will require
additional funds during this time and will seek to raise the necessary additional capital. If we are unable to obtain additional financing,
we may be required to reduce the scope of our business development activities, which could harm our business plans, financial condition
and operating results. Additional funding may not be available on favorable terms, if at all. We intend to continue to fund its business
by way of equity or debt financing and advances from related parties. Any inability to raise capital as needed would have a material adverse
effect on our business, financial condition and results of operations.

 If we cannot raise additional
funds, we will have to cease business operations. As a result, our common stock investors might lose all of their investment.

 Cash Flows

 The following table summarizes
our cash flows for the years indicated:

 Years Ended

 2024

 2023

 Net cash used in operating activities – Continuing operations

 $
 (4,943,827
)

 $
 (67,007,786
)

 Net cash (used in) provided by investing activities – Continuing operations

 (3,245
)

 Net cash provided by (used in) financing activities – Continuing operations

 $
 3,541,014

 $
 (1,113,046
)

 Net Cash Used In Operating Activities.

31, 2024, net cash used in operating activities from continuing operations was $4,955,120, which consisted primarily of a net income from
continuing operations of $10,135,171, written off of related party's debt of $189,877,240, loss on acquisition of subsidiaries of
$3,245, shares issued for services rendered of $658,000, decrease in prepayments and other receivables of $5,973 and increase in accounts
payables of $36,612, accrued liabilities and other payables of $16,877 and accrued consulting and service fee of $63,000, offset by gain
on disposal of subsidiaries of $200,297,163.

31, 2023, net cash used in operating activities from continuing operations was $67,007,786, which consisted primarily of a net loss from
continuing operations of $10,957,249, shares issued for services rendered of $10,322,092, decrease in prepayments and other receivables
of $7,041, an increase in accrued liabilities and other payables of $33,098 and accrued consulting service fee of $126,000, offset by
decrease in accounts payables of $165,024.

 We expect to continue to rely
on cash generated through financing from our existing shareholders and private placements of our securities to finance our operations
and future acquisitions in the next twelve months.

 Net Cash (Used In) Provided By Investing Activities.

 The net cash used in investing
activities from continuing operations of $3,245, for the year ended December 31, 2024 mainly consisted of cash from acquisition of a subsidiary,
net of cash acquired of $3,245.

 The net cash provided by investing
activities from continuing operations of $10,246, for the year ended December 31, 2023 mainly consisted of cash from acquisition of non-controlling
interest of $10,246.

 Net Cash Provided By (Used In) Financing Activities.

31, 2024, net cash provided by financing activities from continuing operations was $3,541,014 consisting primarily of advance from related
parties of $3,541,014.

31, 2023, net cash used in financing activities from continuing operations was $1,113,046 consisting primarily of repayment to related
parties of $1,113,046.

 Material Cash Requirements

 We have not achieved profitability
since our inception and we expect to continue to incur net losses for the foreseeable future. We expect net cash expended in 2024 to be
significantly higher than 2023. As of December 31, 2024, we had an accumulated deficit of $200,754,206. Our material cash requirements
are highly dependent upon the additional financial support from our major shareholders in the next 12 - 18 months.

 We had the following contractual
obligations and commercial commitments as of December 31, 2024:

 Contractual Obligations

 Total

 Less than
 1 year

 1-3 Years

 3-5 Years

 More
 than 5
 Years

 $

 $

 $

 $

 $

 Amounts due to related parties

 -

 -

 -

 Operating lease liabilities

 -

 -

 -

 -

 -

 Other contractual liabilities (1)

 -

 -

 -

 -

 -

 Commercial commitments

 -

 -

 -

 -

 -

 Bank loan repayment

 -

 -

 -

 -

 -

 Total obligations

 $

 $
 -

 -

 -

 (1)

 Includes all obligations included in "Accrued liabilities and other payables" and "Accrued consulting and service fee" in current liabilities in the "Consolidated Balance Sheets" that are contractually fixed as to timing and amount.

 Off-Balance Sheet Arrangements

 We have no outstanding off-balance
sheet guarantees, interest rate swap transactions or foreign currency contracts. We do not engage in trading activities involving non-exchange
traded contracts.

 Critical Accounting Policies and Estimates.

 The preparation of consolidated
financial statements in conformity with accounting principles generally accepted in the United States requires our management to make
assumptions, estimates and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments
and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our consolidated
financial statements. These accounting policies are important for an understanding of our financial condition and results of operations.
Critical accounting policies are those that are most important to the presentation of our financial condition and results of operations
and require management's subjective or complex judgment, often as a result of the need to make estimates about the effect of matters
that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of
their significance to consolidated financial statements and because of the possibility that future events affecting the estimate may differ
significantly from management's current judgments. We believe the following accounting policies are critical in the preparation
of our consolidated financial statements.

 Use of estimates and assumptions

 In preparing these consolidated
financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance
sheet and revenues and expenses during the years reported. Actual results may differ from these estimates. If actual results significantly
differ from the Company's estimates, the Company's financial condition and results of operations could be materially impacted.
Significant estimates in the year include the impairment loss on inventories, valuation and useful lives of intangible assets and deferred
tax valuation allowance.

 Impairment of long-lived assets

 In accordance with the provisions
of ASC Topic 360, " Impairment or Disposal of Long-Lived Assets", all long-lived assets such as property and equipment
and intangible assets held under discontinued operations and used by the Company are reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is
evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated
by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying
amounts of the assets exceed the fair value of the assets.

 Discontinued
operations

 On September 30, 2023,
the Company disposed the lending segment and related assets and liabilities have been accounted for as discontinued operations in
the Company's consolidated balance sheets for all periods presented. The operating results related to these lines of business
have been included in discontinued operations in the Company's consolidated statement of operations for all years
presented.

 On December 30, 2024, the
Company disposed Massive Treasure Limited and its subsidiaries and related assets and liabilities have been accounted for as discontinued
operations in the Company's consolidated balance sheets for all years presented. The operating results related to these lines of
business have been included in discontinued operations in the Company's consolidated statement of operations for all periods presented.

 Segment
reporting

 ASC
Topic 280, Segment Reporting, establishes standards for reporting information about operating segments on a basis consistent with
the Company's internal organizational structure as well as information about geographical areas, business segments and major customers
in financial statements for detailing the Company's business segments.

 The Company's chief
operating decision maker ("CODM") is the Chief Executive Officer. The CODM reviews the consolidated results when making decisions
about allocating resources and accessing performance of the Company as a whole and hence, the Company has only one reportable segment.
The Company does not distinguish between markets or segments for the purpose of internal reporting.

 Substantially all of the Company's
revenues and expenses are derived from Hong Kong. Therefore, no geographical segments are presented.

 Inventories

 Inventories are stated at
the lower of cost (first-in, first-out method) or net realizable value. The cost includes the purchase cost of arts and collectibles from
related party and independent artists and the costs associated with token minting for collectible pieces. The Company will reduce
inventory on hand to its net realizable value on an item-by-item basis when it is apparent that the expected realizable value of an inventory
item falls below its original cost. A charge to cost of sales results when the estimated net realizable value of specific inventory items
declines below cost. Management regularly reviews the Company's inventories for such declines in value. Although inventories are
classified as current assets in the accompanying balance sheets, the Company anticipates that certain inventories will be sold beyond
twelve months from December 31, 2024.

 Revenue recognition

 The Company adopted Accounting
Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09")
using the full retrospective transition method. The Company's adoption of ASU 2014-09 did not have a material impact on the amount
and timing of revenue recognized in its consolidated financial statements.

 Under ASU 2014-09, the Company
recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration
the Company expects to be entitled to in exchange for those goods or services.

 The Company applies the following
five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

 identify the contract with a customer;

 identify the performance obligations in the contract;

 determine the transaction price;

 allocate the transaction price to performance obligations in the contract; and

 recognize revenue as the performance obligation is satisfied.

 Revenue is recognized when
the Company satisfies its performance obligation under the contract by transferring the promised product to its customer that obtains
control of the product and collection is reasonably assured. A performance obligation is a promise in a contract to transfer a distinct
product or service to a customer. Most of the Company's contracts have a single performance obligation, as the promise to transfer
products or services is not separately identifiable from other promises in the contract and, therefore, not distinct.

 Commencing from October 1,
2021, the Company launched its online platform in the sale and distribution of arts and collectibles, with the use of blockchain technologies
and minting tokens. The item of arts and collectibles is individually monetized as non-interchangeable unit of data stored on a blockchain,
which is a form of digital ledger that can be sold, in the form of a minting token on the online platform. The Company involves with the
following activities to earn its revenue in this segment:

 Sale of arts and collectibles
products: The Company recognizes revenue derived from the sales of the arts and collectibles when the Company has transferred the risks
and rewards to the customers. The minted item of the individual art or collectibles which are sold in crypto asset transaction is the
only performance obligation under the fixed-fee arrangements. The corresponding fees received upon each sale transaction is recognized
as revenue, is recognized when the designated token, minted with the corresponding art and collectibles is delivered to the end user,
together with the transfer of both digital and official title.

 Transaction fee income: The
Company also generates revenue through transaction fees transacted on its platform or other marketplaces. The Company charges a fee to
individual customer at the secondary transaction level, which is allocated to the single performance obligation. The transaction fee is
collected from the customer in fiat and/or cash, with revenue measured based on a certain percentage of the value of digital assets at
the time the transaction is executed. The Company's service is comprised of a single performance obligation to provide a platform
facilitating the transfer of its DOTs. The Company considers its performance obligation satisfied, and recognizes revenue, at the point
in time the transaction is processed.

 Expenses associated with operating
the Arts and Collectibles Technology Business, such as minting cost and purchase cost of collectibles and artworks are also recorded as
cost of revenues.

 Recently Issued Accounting Pronouncements

 From time to time, new accounting
pronouncements are issued by the Financial Accounting Standard Board ("FASB") or other standard setting bodies and adopted
by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued
standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.

 In March 2023, the FASB issued
ASU No. 2023-01, Leases (Topic 842) – Common-Control Arrangements. This guidance amends the accounting for leasehold improvements
in common-control arrangements by requiring a lessee in a common-control arrangement to amortize leasehold improvements that it owns over
the improvements' useful life to the common-control group, regardless of the lease term, if the lessee continues to control the
use of the underlying asset through a lease. The new standard will become effective for the Company beginning in fiscal year 2025. The
Company is currently evaluating the impact of this standard on its consolidated financial statements.

 In October 2023, the FASB
issued ASU No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC's Disclosure Update and Simplification
Initiative, which incorporates certain SEC disclosure requirements into the FASB Accounting Standards Codification. This update will
improve disclosure and presentation requirements of a variety of topics and align the requirements in the FASB codification with the SEC's
regulations. The Company is currently evaluating the potential effect of this ASU on its consolidated financial statements, but does not
expect the impact to be material.

 In November 2023, the FASB
issued ASU No. 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures. The purpose of the update
was to improve financial reporting by requiring disclosures of incremental segment information on an annual and interim basis for all
public entities to enable investors to develop more decision-useful financial analyses. The amendments in this ASU are effective for fiscal
years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption
permitted and require retrospective application to all periods presented in the combined financial statements. The Company has adopted
this new standard on its combined financial statements.

 In December 2023, the FASB
issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure
of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure
requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company's
management does not believe the adoption of ASU 2023-09 will have a material impact on its consolidated financial statements.

 In March 2024, the FASB issued
ASU No. 2024-02, which removes references to the Board's concepts statements from the FASB Accounting Standards Codification (the
"Codification" or ASC). The ASU is part of the Board's standing project to make "Codification updates for technical
corrections such as conforming amendments, clarifications to guidance, simplifications to wording or the structure of guidance, and other
minor improvements." The Company's management does not believe the adoption of ASU 2024-02 will have a material impact on
its consolidated financial statements.

 In
November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation
Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires that an entity disclose, in the notes to
financial statements, specified information about certain costs and expenses. The amendment in the ASU is intended to enhance the transparency
and decision usefulness to better understand the major components of an entity's income statement. The amendments in this Update
are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15,
2027. The Company is currently evaluating the impact of the new standard on its consolidated financial
statements which is expected to result in enhanced disclosures.

 The Company has reviewed all
recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may
be expected to cause a material impact on its financial condition or the results of its operations.

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK.

 We are a smaller reporting
company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA.

 The consolidated financial
statements and the Report of Independent Registered Certified Public Accounting Firm thereon are filed pursuant to this Item 8 and are
included in this report beginning on page F-1.

 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

 Page

 Report of Independent Registered Public Accounting Firm – Lao Professional (PCAOB ID: 7057)

 Report of Independent Registered Public Accounting Firm – Olayinka Oyebola & Co. (PCAOB ID: 5968)

 Consolidated Balance Sheets

 Consolidated Statements of Operations and Comprehensive Income (Loss)

 Consolidated Statements of Cash Flows

 Consolidated Statements of Changes in Stockholders' Deficit

 Notes to Consolidated Financial Statements

 F-9 – F-22

 F- 1

 REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

 To the Board of Directors and Stockholders
of Cosmos Group Holdings Inc.

 Opinion on the Financial Statements

 We have audited the accompanying consolidated
balance sheets of Cosmos Group Holdings, Inc. (the 'Company') as of December 31, 2024, and the related consolidated statements
of operations, changes in stockholders' equity and cash flows for the year ended December 31, 2024, and the related notes (collectively
referred to as the "financial statements"). In our opinion, the consolidated financial statements present fairly, in all material
respects, the consolidated financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows
for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

 Going Concern

 The accompanying consolidated financial statements
have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3, the Company suffered an accumulated
deficit of $(200,755,594). These matters raise substantial doubt about the Company's ability to continue as a going concern. Management's
plans with regards to these matters are also described in Note 3 to the financial statements. These financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our
audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 Critical Audit Matters

 Critical audit matters are matters arising from
the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and
that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. Communication of critical audit matters does not alter in any way our opinion on the financial statements
taken as a whole and we are not, by communicating the critical audit matters, providing separate opinions on the critical audit matter
or on the accounts or disclosures to which they relate.

 Related party transactions:

 We identified the related party debt written off
totaling $189,877,240 as a critical audit matter because it is significant and involve the use of Management Judgement. Cosmos Group Holdings,
Inc. has significant related party transactions affecting the financial statements of the company.

 The procedures performed to address the matter
included; (1) obtaining and reviewing legal documents for each transaction, (2) examining the purposes of the related transactions (3)
review the support to ensure proper recording (4) evaluating if the related party transactions constitute an arm-length transaction in
business as defined by generally accepted accounting principles and (5) discussed with the Company's management the full disclosures
of the matter.

 /S/ Lateef Awojobi

 LAO PROFESSIONALS

 (PCAOB ID 7057)

 Lagos, Nigeria

 We have served as the Company's auditor
since 2025.

 April 15, 2025

 F- 2

 Report of Independent Registered Public Accounting
Firm

 The Board of Directors and Stockholders of

 COSMOS GROUP HOLDINGS, INC.

 Opinion on the Financial Statements

 We have audited the accompanying consolidated
balance sheets of Cosmos Group Holdings, Inc (the 'Company') as of December 31, 2023, and the related consolidated statements
of operations and comprehensive loss, changes in stockholders' equity and cash flows for the year ended December 31, 2023, and the
related notes (collectively referred to as the "financial statements"). In our opinion, the consolidated financial statements
present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2023, and the results
of its operations and its cash flows for the year ended December 31, 2023, in conformity with accounting principles generally accepted
in the United States of America.

 Going Concern

 The accompanying consolidated financial statements
have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2, the Company suffered an accumulated
deficit of $205,447,983, net loss of $77,330,993 and a negative working capital of $56,668,864. These matters raise substantial doubt
about the Company's ability to continue as a going concern. Management's plans with regards to these matters are also described
in Note 2 to the financial statements. These financial statements do not include any adjustments that might result from the outcome of
this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our
audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

 F- 3

 We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 Critical Audit Matters

 Critical audit matters are matters arising from
the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and
that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. Communication of critical audit matters does not alter in any way our opinion on the financial statements
taken as a whole and we are not, by communicating the critical audit matters, providing separate opinions on the critical audit matter
or on the accounts or disclosures to which they relate.

 Complex Debt Transaction

 During the year ended December 31, 2023, the Company
entered into several promissory notes agreements in relation to share swap agreements signed in acquisition of the subsidiary company.
The agreements contained terms and provisions that were uncommon in practice. Due to the unusual nature of the agreements, ensuring the
accounting for the transactions was challenging, subjective, and required complex auditor judgment, including detailed analysis and interpretation
of accounting standards.

 In order to audit these significant unusual transactions,

 We reviewed each of the signed agreements.

 We challenged the Company analysis, and management
assumptions used.

 We performed a significant amount of research
in order to gain comfort in the accounting for each.

 OLAYINKA OYEBOLA & CO.

 (Chartered Accountants)

 Lagos, Nigeria

 We have served as the Company's auditor
since 2023.

 April 16, 2024

 F- 4

 CONSOLIDATED BALANCE SHEETS

("US$"), except for number of shares)

 As of December 31,

 2024

 2023

 ASSETS

 Current assets:

 Cash and cash equivalents

 $

 $
 22,897

 Prepayments and other receivables

 -

 5,973

 Assets of discontinued operations

 -

 8,757,735

 Total current assets

 8,786,605

 Non-current assets:

 Assets of discontinued operations

 -

 9,868,384

 TOTAL ASSETS

 $

 $
 18,654,989

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 Current liabilities:

 Accounts payable

 $
 66,710

 $
 30,098

 Accrued liabilities and other payables

 74,319

 57,442

 Accrued consulting and service fee

 222,000

 159,000

 Amounts due to related parties

 1,517,110

 Convertible note payables

 -

 197,792

 Promissory note payables

 39,053,735

 39,053,735

 Liabilities of discontinued operations

 -

 24,438,292

 Total current liabilities

 41,272,390

 65,453,469

 TOTAL LIABILITIES

 41,272,390

 65,453,469

 Commitments and contingencies

 -

 -

 STOCKHOLDERS' DEFICIT

 Common stock, $ 0.001 par value; 5,000,000,000 shares authorized; 4,585,963,082 and 1,931,024,294 issued and outstanding as of December 31, 2024 and 2023

 4,585,963

 1,931,024

 Additional paid-in capital

 154,942,734

 156,736,912

 Accumulated other comprehensive loss

 ( 2,149
)

 ( 28,338
)

 Accumulated deficit

 ( 200,755,594
)

 ( 205,447,983
)

 Stockholders' deficit attributable to COSG Group Holdings Inc.

 ( 41,229,046
)

 ( 46,808,385
)

 Noncontrolling interest

 -

 9,905

 Stockholders' deficit

 ( 41,229,046
)

 ( 46,798,480
)

 TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 $

 $
 18,654,989

 See accompanying notes to consolidated financial

 F- 5

 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
INCOME (LOSS)

("US$"))

 Years ended December 31,

 2024

 2023

 Revenues, net

 $
 6,408

 $
 -

 Cost of revenue

 ( 3,845
)

 -

 Gross profit

 2,563

 -

 Operating expenses:

 Sales and marketing

 ( 6,373
)

 ( 3,317
)

 General and administrative expenses

 ( 272,727
)

 ( 10,691,045
)

 Total operating expenses

 ( 279,100
)

 ( 10,694,362
)

 LOSS FROM OPERATION

 ( 276,537
)

 ( 10,694,362
)

 Other income (expense):

 Interest income

 -

 Convertible notes interest expense

 ( 4,970
)

 ( 111,306
)

 Written off of related party's debt

 ( 189,877,240
)

 -

 Loss on acquisition of subsidiaries

 ( 3,245
)

 -

 Gain on disposal of subsidiaries

 200,297,163

 -

 Loan interest expense

 -

 ( 151,777
)

 Total other income (expense), net

 10,411,708

 ( 262,887
)

 INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES

 ( 10,957,249
)

 Income tax credit

 -

 -

 INCOME (LOSS) FROM CONTINUING OPERATIONS

 ( 10,957,249
)

 DISCONTINUED OPERATIONS:

 Loss from discontinued operations, net of income taxes

 ( 5,442,782
)

 ( 66,373,744
)

 NET INCOME (LOSS)

 ( 77,330,993
)

 Net income (loss) attributable to noncontrolling interest

 -

 9,770

 Net income (loss) attributable to common shareholders

 ( 77,340,763
)

 Other comprehensive (loss) income:

 – Foreign currency adjustment (loss) income

 26,189

 ( 46,892
)

 COMPREHENSIVE INCOME (LOSS)

 $
 4,718,578

 $
 ( 77,387,655
)

 Net income (loss) per share – Basic and Diluted

 $
 0.00

 $
 ( 0.06
)

 Weighted average common shares outstanding:

 – Basic and Diluted

 4,296,060,786

 1,341,825,986

 See accompanying notes to consolidated financial

 F- 6

 CONSOLIDATED STATEMENTS OF CASH FLOWS

("US$"))

 Years ended December 31,

 2024

 2023

 Cash flows from operating activities:

 Net income (loss) from continuing operations

 $

 $
 ( 10,957,249
)

 Less: net loss from discontinued operations

 ( 5,442,782
)

 ( 66,373,744
)

 Net income (loss)

 ( 77,330,993
)

 Adjustments to reconcile net income (loss) to net cash used in operating activities

 Written off of related party's debt

 189,877,240

 -

 Loss on acquisition of subsidiaries

 3,245

 -

 Gain on disposal of subsidiaries

 ( 200,297,163
)

 -

 Shares issued for services rendered

 658,000

 10,322,092

 Change in operating assets and liabilities:

 Prepayments and other receivables

 5,973

 7,041

 Accounts payables

 36,612

 ( 165,024
)

 Accrued liabilities and other payables

 16,877

 33,098

 Accrued consulting and service fee

 63,000

 126,000

 Net cash used in operating activities – Continuing operations

 ( 4,943,827
)

 ( 67,007,786
)

 Net cash provided by activities – Discontinued operations

 1,408,338

 66,465,085

 Net cash used in operating activities

 ( 3,535,489
)

 ( 542,701
)

 Cash flows from investing activities:

 Acquisition of a subsidiary, net of cash acquired

 ( 3,245
)

 -

 Cash from acquisition of non-controlling interest

 -

 Net cash (used in) provided by investing activities – Continuing operations

 ( 3,245
)

 Net cash used in investing activities – Discontinued operations

 ( 13,422
)

 ( 145
)

 Net cash (used in) provided by investing activities

 ( 16,667
)

 10,101

 Cash flows from financing activities:

 Advance from (repayment to) related parties

 3,541,014

 ( 1,113,046
)

 Net cash provided by (used in) financing activities – Continuing operations

 3,541,014

 ( 1,113,046
)

 Net cash used in financing activities – Discontinued operations

 -

 ( 736,700
)

 Net cash provided by (used in) financing activities

 3,541,014

 ( 1,849,746
)

 Foreign currency translation adjustment

 14,896

 ( 46,892
)

 Net change in cash and cash equivalents

 3,754

 ( 2,429,238
)

 BEGINNING OF YEAR

 39,590

 2,468,828

 END OF YEAR

 $

 $
 39,590

 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 Cash paid for income taxes

 $
 -

 $
 -

 Cash paid for interest

 $
 -

 $
 94,724

 See accompanying notes to consolidated financial

 F- 7

 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
EQUITY (DEFICIT)

 FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

("US$"), except for number of shares)

 Common stock

 Common stock

 Additional

 Accumulated
 other

 Non-

 Total
 Stockholders'

 No. of
 shares

 Amount

 to be
 issued

 paid-in
 capital

 comprehensive
 (loss) income

 (Accumulated
 losses)

 controlling
 interest

 equity
 (deficit)

 Balance as of December 31, 2022

 454,398,143

 $
 454,398

 $
 400,000

 $
 133,631,985

 $
 18,554

 $
 ( 128,107,220
)

 $
 ( 10,111
)

 $
 6,387,606

 Imputed interest on related party loans

 -

 -

 -

 460,893

 -

 -

 -

 460,893

 Shares cancelled

 ( 352,941
)

 ( 353
)

 -

 -

 -

 -

 -

 Shares cancelled for disposal of subsidiaries

 ( 8,119,657
)

 ( 8,120
)

 -

 13,296,888

 -

 -

 -

 13,288,768

 Share redemption

 67,171,977

 67,172

 -

 42,628

 -

 -

 -

 109,800

 Share issued for service rendered

 1,017,926,772

 1,017,927

 -

 9,304,165

 -

 -

 -

 10,322,092

 Shares issued for acquired subsidiary

 400,000,000

 400,000

 ( 400,000
)

 -

 -

 -

 Foreign currency translation adjustment

 -

 -

 -

 -

 ( 46,892
)

 -

 -

 ( 46,892
)

 Net (loss) income for the year

 -

 -

 -

 -

 -

 ( 77,340,763
)

 9,770

 ( 77,330,993
)

 Balance as of December 31, 2023

 1,931,024,294

 $
 1,931,024

 $
 -

 $
 156,736,912

 $
 ( 28,338
)

 $
 ( 205,447,983
)

 $
 9,905

 $
 ( 46,798,480
)

 Shares cancelled

 ( 10,000
)

 ( 10
)

 -

 -

 -

 -

 -

 Share redemption

 1,436,430,269

 1,436,430

 -

 ( 1,233,669
)

 -

 -

 -

 202,761

 Share issued for service rendered

 1,218,518,519

 1,218,519

 -

 ( 560,519
)

 -

 -

 -

 658,000

 Foreign currency translation adjustment

 -

 -

 -

 -

 26,189

 -

 -

 26,189

 Net income for the year

 -

 -

 -

 -

 -

 -

 Balance as of December 31, 2024

 4,585,963,082

 $
 4,585,963

 $
 -

 $
 154,942,734

 $
 ( 2,149
)

 $
 ( 200,755,594
)

 $
 -

 $
 ( 41,229,046
)

 See accompanying notes to consolidated financial

 F- 8

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

("US$"), except for number of shares)

 NOTE 1 - ORGANIZATION AND BUSINESS BACKGROUND

 Cosmos Group Holdings Inc. (the "Company"
or "COSG") was incorporated in the state of Nevada on August 14, 1987.

 The Company currently offers financial and money
lending services in Hong Kong and operates an online platform for the sale and distribution of arts and collectibles around the world,
through the use of blockchain technologies and minting token.

 Description of subsidiaries

 Company name

 Place of incorporation
 and kind of legal
 entity

 Principal activities
 and place of
 operation

 Particulars of
 registered/ paid up
 share capital

 Effective
 interest
 held

 Wealth Axis Limited

 BVI, limited liability company

 Investment holding

 1,000 ordinary shares with a par value of US$1 each

 %

 Grand Town Development Limited

 Hong Kong, limited liability company

 Provision treasury management

 2 ordinary shares for HK$2

 %

 The Company and its subsidiaries are hereinafter referred to as (the
"Company").

 On April 16, 2024, the Company, through Grand
Town Development Limited ("Grand Town"), its wholly-owned subsidiary and Guangzhou Huangting Meishuguan (the "Seller")
entered into four Bought and Sold Agreements, whereby the Seller has agreed to sell Grand Town four pieces of collectible items at the
consideration of approximately $ 17.13 million (equal to HKD134, 280,000). In December 2024, these agreements were canceled and the Company
returned these four pieces of collectible items to the Seller.

 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 The accompanying consolidated financial statements
reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated
financial statements and notes.

 Basis of presentation

 These accompanying consolidated financial statements
have been prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP").

 Use of estimates and assumptions

 In preparing these consolidated financial statements,
management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues
and expenses during the years reported. Actual results may differ from these estimates. If actual results significantly differ from the
Company's estimates, the Company's financial condition and results of operations could be materially impacted. Significant
estimates in the year include impairment loss on inventories, valuation and useful lives of intangible assets and deferred tax valuation
allowance.

 Discontinued operations

 On September 30, 2023, the Company disposed
the lending segment and related assets and liabilities have been accounted for as discontinued operations in the Company's
consolidated balance sheets for all periods presented. The operating results related to these lines of business have been included
in discontinued operations in the Company's consolidated statement of operations for all years presented.

 On December 30, 2024, the Company disposed Massive
Treasure Limited and its subsidiaries and related assets and liabilities have been accounted for as discontinued operations in the Company's
consolidated balance sheets for all years presented. The operating results related to these lines of business have been included in discontinued
operations in the Company's consolidated statement of operations for all periods presented.

 F- 9

 Basis of consolidation

 The consolidated financial statements include
the accounts of COSG and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated
upon consolidation.

 Segment reporting

 ASC Topic
280, Segment Reporting, establishes standards for reporting information about operating segments on a basis consistent with the
Company's internal organizational structure as well as information about geographical areas, business segments and major customers
in financial statements for detailing the Company's business segments.

 The Company's chief operating decision maker
("CODM") is the Chief Executive Officer. The CODM reviews the consolidated results when making decisions about allocating
resources and accessing performance of the Company as a whole and hence, the Company has only one reportable segment. The Company does
not distinguish between markets or segments for the purpose of internal reporting.

 Substantially all of the Company's revenues
and expenses are derived from Hong Kong. Therefore, no geographical segments are presented.

 Cash and cash equivalents

 Cash and cash equivalents are carried at cost
and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an
original maturity of three months or less as of the purchase date of such investments.

 Inventories

 Inventories are stated at the lower of cost (first-in,
first-out method) or net realizable value. The cost includes the purchase cost of arts and collectibles from related party and independent
artists and the costs associated with token minting for collectible pieces. The Company will reduce inventory on hand to its net
realizable value on an item-by-item basis when it is apparent that the expected realizable value of an inventory item falls below its
original cost. A charge to cost of sales results when the estimated net realizable value of specific inventory items declines below cost.
Management regularly reviews the Company's inventories for such declines in value.

 Property and equipment

 Property and equipment are stated at cost less
accumulated depreciation and accumulated impairment losses, if any. Depreciation is calculated on the straight-line basis over the following
expected useful lives from the date on which they become fully operational and after taking into account their estimated residual values:

 Expected useful life

 Computer and office equipment

 5 years

 Expenditure for repairs and maintenance is expensed
as incurred. When assets have retired or sold, the cost and related accumulated depreciation are removed from the accounts and any resulting
gain or loss is recognized in the results of operations.

 No depreciation expense from continuing operations
incurred for the years ended December 31, 2024 and 2023. Depreciation expense from discontinued operations for the years ended December
31, 2024 and 2023 totaled $ 500 and $ 3,747, respectively.

 Intangible assets

 The Company accounts for its intangible
assets in accordance with ASC Topic 350. Intangible assets represented the acquired technology software, licensed technology
know-how, trademark and trade names for its internal use to facilitate and support its platform operation. They are stated at the
purchase cost and are amortized based on their economic benefit expected to be realized.

 F- 10

 Impairment of long-lived assets

 In accordance with the provisions of ASC Topic
360, Impairment or Disposal of Long-Lived Assets, all long-lived assets such as property and equipment, intangible assets owned
under discontinued operations and held by the Company are reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison
of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets
are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed
the fair value of the assets. There has been no impairment charge for the years presented.

 Revenue recognition

 The Company adopted Accounting Standards Update
("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09") using
the full retrospective transition method. The Company's adoption of ASU 2014-09 did not have a material impact on the amount and
timing of revenue recognized in its consolidated financial statements.

 Under ASU 2014-09, the Company recognizes revenue
when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects
to be entitled to in exchange for those goods or services.

 The Company applies the following five steps in
order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

 identify the contract with a customer;

 identify the performance obligations in the contract;

 determine the transaction price;

 allocate the transaction price to performance obligations in the contract; and

 recognize revenue as the performance obligation is satisfied.

 Revenue is recognized when the Company satisfies
its performance obligation under the contract by transferring the promised product to its customer that obtains control of the product
and collection is reasonably assured. A performance obligation is a promise in a contract to transfer a distinct product or service to
a customer. Most of the Company's contracts have a single performance obligation, as the promise to transfer products or services
is not separately identifiable from other promises in the contract and, therefore, not distinct.

 Lending Business (discontinued operations)

 The Company mainly derives a portion of its revenue
from loans which is specifically excluded from the scope of this standard, that is, interest on loan receivable is accrued monthly and
credited to income as earned. Since September 2023, the Company discontinued and disposed this business.

 Arts and Collectibles Technology Business

 The Company currently operates its online platform
in the sale and distribution of arts and collectibles, with the use of blockchain technologies and minting tokens. The item of arts and
collectibles is individually monetized as non-interchangeable unit of data stored on a blockchain, which is a form of digital ledger that
can be sold, in the form of a minting token on the online platform. The Company involves with the following activities to earn its revenue
in this segment:

 Sale of arts and collectibles products: The Company
recognizes revenue derived from the sales of the arts and collectibles products when the Company has transferred the risks and rewards
to the customers.

 The minted item of the individual art or collectibles
which are sold and settled in fiats and/or cash is the only performance obligation under the fixed-fee arrangements. The corresponding
fee income received upon each sale transaction is recorded as revenue, is recognized when the designated token, minted with the corresponding
art and collectibles is delivered to the end user, together with the transfer of both digital and official title.

 F- 11

 The Company's service is comprised of a
single performance obligation to provide a platform facilitating the transfer of its DOTs. The Company considers its performance obligation
satisfied, and recognizes revenue, at the point in time the transaction is processed and completed by fiat or bank transfer.

 Expenses associated with operating the Arts and
Collectibles Technology Business, such as minting cost and purchase cost of collectibles and artworks are also recorded as cost of revenues.

 Leases

 At the inception of an arrangement, the Company
determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Leases with a term greater
than one year are recognized on the balance sheet as right-of-use assets, lease liabilities and long-term lease liabilities. The Company
has elected not to recognize on the balance sheet leases with terms of one year or less. Operating lease liabilities and their corresponding
right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. However, certain
adjustments to the right-of-use assets may be required for items such as prepaid or accrued lease payments. The interest rate implicit
in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rates, which are
the rates incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic
environment.

 In accordance with the guidance in ASC Topic 842,
 Leases, components of a lease should be split into three categories: lease components (e.g. land, building, etc.), non-lease components
(e.g. common area maintenance, consumables, etc.), and non-components (e.g. property taxes, insurance, etc.). Subsequently, the fixed
and in-substance fixed contract consideration (including any related to non-components) must be allocated based on the respective relative
fair values to the lease components and non-lease components.

 The Company made the policy election to not separate
lease and non-lease components. Each lease component and the related non-lease components are accounted for together as a single component.

 Income taxes

 The Company adopted the ASC Topic 740, Income
tax, provisions of paragraph 740-10-25-13, which addresses the determination of whether tax benefits claimed or expected to be claimed
on a tax return should be recorded in the consolidated financial statements. Under paragraph 740-10-25-13, the Company may recognize the
tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by
the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements
from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized
upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income
taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for
unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.

 F- 12

 The estimated future tax effects of temporary
differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs
and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides
valuation allowances as management deems necessary.

 Uncertain tax positions

 The Company did not take any uncertain tax positions
and had no adjustments to its income tax liabilities or benefits pursuant to the ASC Topic 740 provisions of Section 740-10-25 for the
years ended December 31, 2024 and 2023.

 Foreign currencies translation

 Transactions denominated in currencies other than
the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction.
Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency
using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the consolidated statement
of operations.

 The reporting currency of the Company is United
States Dollar ("US$") and the accompanying consolidated financial statements have been expressed in US$. In addition, the
Company has operations in Hong Kong and maintains the books and record in the local currency, Hong Kong Dollars ("HKD"), which
is a functional currency as being the primary currency of the economic environment in which their operations are conducted. In general,
for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not US$ are translated into US$, in
accordance with ASC Topic 830-30, Translation of Financial Statement, using the exchange rate on the balance sheet date. Revenues
and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial
statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statements
of changes in stockholder's equity.

 Translation of amounts from HKD1 and SGD1 into
US$ has been made at the following exchange rates for the following periods:-

 2024

 2023

 Year-end HKD:US$ exchange rate

 0.1288

 0.1281

 Annualized average HKD:US$ exchange rate

 0.1282

 0.1277

 2024

 2023

 Year-end SGD:US$ exchange rate

 0.7338

 0.7575

 Annualized average SGD:US$ exchange rate

 0.7484

 0.7445

 Comprehensive income

 ASC Topic 220, Comprehensive Income, establishes
standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined
includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying
consolidated statements of changes in stockholders' equity, consists of changes in unrealized gains and losses on foreign currency
translation. This comprehensive income is not included in the computation of income tax expense or benefit.

 F- 13

 Noncontrolling interest

 The Company accounts for noncontrolling interest
in accordance with ASC Topic 810-10-45, which requires the Company to present noncontrolling interests as a separate component of total
shareholders' deficit on the consolidated balance sheets and the consolidated net income (loss) attributable to the noncontrolling
interest be clearly identified and presented on the face of the consolidated statements of operations and comprehensive income (loss).

 Net income (loss) per share

 The Company calculates net loss per share in accordance
with ASC Topic 260, Earnings per Share. Basic income (loss) per share is computed by dividing the net income by the weighted-average
number of common shares outstanding during the period. Diluted income (loss) per share is computed similar to basic income per share except
that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential
common stock equivalents had been issued and if the additional common shares were dilutive.

 Stock based compensation

 Pursuant to ASU 2018-07, the Company follows ASC
Topic 718, Compensation—Stock Compensation ("ASC 718"), which requires the measurement and recognition of compensation
expense for all share-based payment awards (employee or non-employee), are measured at grant-date fair value of the equity instruments
that an entity is obligated to issue. Restricted stock units are valued using the market price of the Company's common shares on
the date of grant. The Company uses a Black-Scholes option model to estimate the fair value of employee stock options at the date of grant.
As of December 31, 2024, those shares issued and stock options granted for service compensations were immediately vested, and therefore
these amounts are thus recognized as expense in the operation.

 Related parties

 The Company follows the ASC Topic 850-10, Related
Party for the identification of related parties and disclosure of related party transactions.

 Pursuant to section 850-10-20 the related parties
include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election
of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method
by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under
the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company
may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one
of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly
influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting
parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully
pursuing its own separate interests.

 The consolidated financial statements shall include
disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items
in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined
financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved;
b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods
for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions
on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and
the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to
related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

 F- 14

 Commitments and contingencies

 The Company follows the ASC Topic 450-20, Contingencies
 to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may
result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses
such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related
to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates
the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or
expected to be sought therein.

 If the assessment of a contingency indicates that
it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would
be accrued in the Company's consolidated financial statements. If the assessment indicates that a potentially material loss contingency
is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an
estimate of the range of possible losses, if determinable and material, would be disclosed.

 Loss contingencies considered remote are generally
not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon
information available at this time that these matters will have a material adverse effect on the Company's financial position, results
of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company's
business, financial position, and results of operations or cash flows.

 Fair value of financial instruments

 The Company follows ASC Topic 825-10-50-10 ("ASC
825") for disclosures about fair value of its financial instruments and has adopted ASC 820-10-35- to measure the fair value of
its financial instruments. ASC 825 establishes a framework for measuring fair value in generally accepted accounting principles (GAAP),
and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related
disclosures, ASC 825 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value
into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical
assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by ASC 825
are described below:

 Level 1

 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

 Level 2

 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

 Level 3

 Pricing inputs that are generally observable inputs and not corroborated by market data.

 Financial assets are considered Level 3 when their
fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant
model assumption or input is unobservable.

 The fair value hierarchy gives the highest priority
to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If
the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is
based on the lowest level input that is significant to the fair value measurement of the instrument.

 The carrying amounts of the Company's financial
assets and liabilities, such as cash and cash equivalents, accounts payable, accrued liabilities and other payables, amounts due to related
parties, promissory note payables approximate their fair values because of the short maturity of these instruments.

 Recent accounting pronouncements

 From time to time, new accounting pronouncements
are issued by the Financial Accounting Standard Board ("FASB") or other standard setting bodies and adopted by the Company
as of the specified effective date. The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and
do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or
the results of its operations.

 F- 15

 In March 2023, the FASB issued ASU No. 2023-01,
 Leases (Topic 842) – Common-Control Arrangements. This guidance amends the accounting for leasehold improvements in common-control
arrangements by requiring a lessee in a common-control arrangement to amortize leasehold improvements that it owns over the improvements'
useful life to the common-control group, regardless of the lease term, if the lessee continues to control the use of the underlying asset
through a lease. The new standard will become effective for the Company beginning in fiscal year 2025. The Company is currently evaluating
the impact of this standard on its consolidated financial statements.

 In October 2023, the FASB issued ASU No. 2023-06,
 Disclosure Improvements: Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative,
which incorporates certain SEC disclosure requirements into the FASB Accounting Standards Codification. This update will improve disclosure
and presentation requirements of a variety of topics and align the requirements in the FASB codification with the SEC's regulations.
The Company is currently evaluating the potential effect of this ASU on its consolidated financial statements, but does not expect the
impact to be material.

 In November 2023, the FASB issued ASU No. 2023-07,
 Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures. The purpose of the update was to improve financial
reporting by requiring disclosures of incremental segment information on an annual and interim basis for all public entities to enable
investors to develop more decision-useful financial analyses. The amendments in this ASU are effective for fiscal years beginning after
December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted and require
retrospective application to all periods presented in the combined financial statements. The Company has adopted this new standard on
its combined financial statements.

 In December 2023, the FASB issued ASU No. 2023-09,
 Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income
tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU
2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company's management does
not believe the adoption of ASU 2023-09 will have a material impact on its consolidated financial statements.

 In March 2024, the FASB issued ASU No. 2024-02,
which removes references to the Board's concepts statements from the FASB Accounting Standards Codification (the "Codification"
or ASC). The ASU is part of the Board's standing project to make "Codification updates for technical corrections such as conforming
amendments, clarifications to guidance, simplifications to wording or the structure of guidance, and other minor improvements."
The Company's management does not believe the adoption of ASU 2024-02 will have a material impact on its consolidated financial

 In November
2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures
(Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires that an entity disclose, in the notes to financial
statements, specified information about certain costs and expenses. The amendment in the ASU is intended to enhance the transparency and
decision usefulness to better understand the major components of an entity's income statement. The amendments in this Update are
effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.
The Company is currently evaluating the impact of the new standard on its consolidated financial
statements which is expected to result in enhanced disclosures.

 Except for the above-mentioned pronouncements,
there are no new recently issued accounting standards that will have a material impact on the consolidated balance sheets, statements
of operations and other comprehensive income (loss) and cash flows.

 NOTE 3 - GOING CONCERN UNCERTAINTIES

 The accompanying consolidated financial statements
have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business.

 The Company had an accumulated deficit of $ 200,755,594
at December 31, 2024. The continuation of the Company as a going concern in the next twelve months is dependent upon the continued financial
support from its stockholders. Management believes the Company is currently pursuing additional financing for its operations. However,
there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations.

 These and other factors raise substantial doubt
about the Company's ability to continue as a going concern. These consolidated financial statements do not include any adjustments
to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company
not being able to continue as a going concern.

 F- 16

 NOTE 4 - REVENUE FROM CONTRACTS WITH CUSTOMERS

 The following is a disaggregation of the Company's
operating revenue by major source for the respective years:-

 2024

 2023

 Interest income (from discontinued operation)

 $
 -

 $
 3,102,101

 ACT income:

 - Sale of arts and collectibles products

 -

 618,197

 - Consultancy services

 6,408

 -

 - Consultancy services

 51,266

 -

 57,674

 618,197

 $
 57,674

 $
 3,720,298

 NOTE 5 - PROPERTY AND EQUIPMENT

 A summary of property and equipment at December
31, 2024 and 2023 is as follows:

 As of December 31,

 2024

 2023

 Computer equipment

 $
 -

 $
 3,328

 Less: accumulated depreciation

 -

 ( 1,997
)

 Foreign translation adjustment

 -

 -

 Property and equipment, net

 -

 1,331

 Less: Property and equipment, net – discontinued operations

 -

 -

 Property and equipment, net – continuing operations

 $
 -

 $
 1,331

 No depreciation expense from continuing operations incurred
for the year ended December 31, 2024 and 2023. Depreciation expense from discontinued operations for the years ended December 31,
2024 and 2023 totalled $ 500 and $ 3,747, respectively.

 NOTE 6 - INTANGIBLE ASSETS

 A summary of intangible assets at December 31,
2024 and 2023 is as follows:

 Estimated

 As of December 31,

 useful life

 2024

 2023

 At cost:

 Acquired technology software

 5 years

 $
 -

 $
 17,344,690

 Licensed technology knowhow

 4 years

 -

 Trademarks and trade name

 10 years

 -

 39,415

 Less: accumulated amortization

 -

 ( 7,445,312
)

 Foreign translation adjustment

 -

 ( 71,740
)

 Intangible assets, net

 -

 9,867,053

 Less: Intangible assets, net – discontinued operations

 -

 ( 9,867,053
)

 Intangible assets, net – continuing operations

 $
 -

 $
 -

 No amortization of intangible assets from continuing
operations for the years ended December 31, 2024 and 2023. Amortization of intangible assets from discontinued operations for the years
ended December 31, 2024 and 2023 totaled $ 3,487,438 and $ 3,392,423, respectively.

 F- 17

 NOTE 7 - AMOUNTS DUE TO RELATED
PARTIES

 The amounts represented temporary advances to
the Company for the lending business, which were unsecured, interest-free and had no fixed terms of repayments. The related party balances
from continuing operations were $ 1,855,626 and $ 1,517,110 as of December 31, 2024 and 2023, respectively.

 During the year ended December 31, 2024, no imputed
interest was recorded. During the year ended December 31, 2023, the Company recorded and imputed additional non-cash interest from discontinued
operations of $ 461,477 at the market rate of 5 % per annum on these interest-free related party loans, under ASC 835-30 " Imputation
of Interest".

 NOTE 8 - CONVERTIBLES NOTE PAYABLES

 During the year ended December 31, 2024, the Company
fully converted all of note payables and the related interest into 1,436,430,269 shares of its common stock.

 NOTE 9 - PROMISSORY NOTE PAYABLES

 On July 1, 2023, the Company entered into several
promissory notes agreements ("the Notes") in relation to the settlement of the consideration from the sale of lending business.
The Notes were matured on December 31, 2023. The Company will either repay the Notes holder in cash or convert the Notes to common stock
of the Company. The Notes are expected to be repaid by the Company's common stock, upon the effectiveness of the increase of its
authorized share.

 On March 22, 2024, the board of directors of the
Company and certain stockholders holding a majority of the voting rights of its common stock approved by written consent in lieu of a
special meeting the taking of all steps necessary to effect the amendment of Articles of Incorporation to increase the Company's
authorized shares from 5,030,000,000 to 505,030,000,000 shares of its common stock, will be effective no earlier than May 4, 2024 ("Corporate
Action"). Thereafter, the Company will repay the promissory note payable holders by converting to common stock after the effectiveness
of the Corporate Action.

 The promissory note payables balances were $ 39,053,735
and $ 39,053,735 as of December 31, 2024 and 2023, respectively.

 NOTE 10 - STOCK-BASED COMPENSATION

 During the years ended
December 31, 2024 and 2023, the Company issued 1,218,518,519 and 1,017,926,772 shares of its common stock to consultants who provided
and rendered services to the Company, amounting to $ 658,000 and $ 10,322,092, respectively.

 NOTE 11 - STOCKHOLDERS' DEFICIT

 Authorized stock

 The Company's authorized share is 5,000,000,000
shares of common stock with a par value of $ 0.001 per share.

 Common stock outstanding

 As of December 31, 2024 and 2023, the Company
had a total of 4,585,963,082 shares and 1,931,024,294 shares of its common stock issued and outstanding, respectively.

 F- 18

 NOTE 12 - NET INCOME (LOSS) PER SHARE

 The following table sets forth the computation
of basic and diluted net income (loss) per share for the respective years:

 2024

 2023

 Net income (loss) attributable to the Company

 $

 $
 ( 77,340,763
)

 Weighted average common shares:

 - Basic

 4,296,060,786

 1,341,825,986

 - Diluted

 4,296,060,786

 1,341,825,986

 Net income (loss) per share:

 - Basic

 $
 0.00

 $
 ( 0.06
)

 - Diluted

 $
 0.00

 $
 ( 0.06
)

 For the years ended December 31, 2024 and 2023,
diluted weighted-average common shares outstanding is equal to basic weighted-average common shares, due to the Company's net loss
position. Hence, no common stock equivalents were included in the computation of diluted net loss per share since such inclusion would
have been antidilutive.

 NOTE 13 - INCOME TAX

 The provision for income taxes consisted of the
following:

 2024

 2023

 Current tax:

 - Local

 $
 -

 $
 -

 - Foreign

 355,910

 Deferred tax

 - Local

 -

 -

 - Foreign

 -

 -

 Income tax expense – discontinued operations

 $

 $
 355,910

 F- 19

 The effective tax rate in the periods presented
is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. The Company mainly
operates in Hong Kong that is subject to taxes in the jurisdictions in which they operate, as follows:

 United States of America

 COSG is registered in the State of Nevada and
is subject to the tax laws of United States of America. The U.S. Tax Cuts and Jobs Act (the "Tax Reform Act") was signed into
law. The Tax Reform Act significantly revised the U.S. corporate income tax regime by, among other things, lowering the U.S. corporate
tax rate from 35 % to 21 % effective January 1, 2018. The Company's policy is to recognize accrued interest and penalties related
to unrecognized tax benefits in its income tax provision. The Company has not accrued or paid interest or penalties which were not material
to its results of operations for the years presented.

 For the years ended December 31, 2024 and 2023,
there were no operating incomes in US tax regime.

 BVI

 Under the current BVI law, the Company is not
subject to tax on income.

 Hong Kong

 The Company and subsidiaries
operating in Hong Kong is subject to the Hong Kong Profits Tax at the two-tiered profits tax rates from 8.25 % to 16.5 % on the estimated
assessable profits arising in Hong Kong during the current year, after deducting a tax concession for the tax year. The reconciliation
of income tax rate to the effective income tax rate for the years end December 31, 2024 and 2023 is as follows:

 December 30,

 2024

 2023

 Loss before income taxes

 $
 ( 2,415
)

 $
 ( 51,311,341
)

 Statutory income tax rate

 16.5
 %

 16.5
 %

 Income tax benefit at statutory rate

 ( 399
)

 ( 8,466,371
)

 Tax effect of non-deductible items

 -

 378,394

 Net operating loss

 8,443,888

 Income tax expense

 355,910

 Income tax expense – discontinued operations

 ( 84
)

 ( 355,910
)

 Income tax expense – continuing operations

 $
 -

 $
 -

 F- 20

 The following table sets forth the significant
components of the deferred tax assets and liabilities of the Company as of December 31, 2024 and 2023:

 December 30,

 2024

 2023

 Deferred tax assets:

 Net operating loss carryforward, from

 US tax regime

 $
 260,326

 $
 111,247

 Singapore tax regime

 -

 13,890

 Hong Kong tax regime

 259,809

 8,443,888

 Less: valuation allowance

 ( 520,135
)

 ( 8,569,025
)

 Deferred tax assets, net

 $
 -

 $
 -

 As of December 31, 2024, the operations in the
United States of America incurred $ 1,239,648 of cumulative net operating losses which can be carried forward indefinitely to offset future
taxable income. The Company has provided for a full valuation allowance against the deferred tax assets of $ 260,326 on the expected future
tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not
be realized in the future.

 As of December 31, 2024, the operations in Hong Kong incurred $ 1,574,602
of cumulative net operating losses which can be carried forward indefinitely to offset future taxable income. The Company has provided
for a full valuation allowance against the deferred tax assets of $ 259,809 on the expected future tax benefits from the net operating
loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

 The Company filed income tax returns in the United
States federal tax jurisdiction and several state tax jurisdictions. Since the Company is in a loss carryforward position, it is generally
subject to examination by federal and state tax authorities for all tax years in which a loss carryforward is available.

 NOTE 14 - RELATED PARTY TRANSACTIONS

 From time to time, the
directors of the Company advanced funds to the Company for working capital purpose. Those advances were unsecured, non-interest bearing
and had no fixed terms of repayment.

 During the years ended December 31, 2024 and 2023, the Company received
the consultancy services income of $ 64,082 and $ 0 from Marvel Digital Group Limited, a related company of the Company, for the Company's
services to the related company.

 During the years ended December 31, 2024 and 2023,
the Company paid the consultancy services fee of $ 34,605 and $ 0 to Xtreme Business Enterprises Limited, a related company of the Company.

 Apart from the transactions and balances detailed
elsewhere in these accompanying consolidated financial statements, the Company has no other significant or material related party transactions
during the years presented.

 NOTE 15 - CONCENTRATION OF RISK

 The Company is exposed to the following concentration of risk:

 (a)

 Major customers

 For
the year ended December 31, 2024, there was a single and major customer. For the year ended December 31, 2023, there was no single customer
whose revenue exceeded 10% of the total revenue.

 F- 21

 (b)

 Economic and political risk

 The Company's major operations are conducted
in Hong Kong. Accordingly, the political, economic, and legal environments in Hong Kong, as well as the general state of Hong Kong's
economy may influence the Company's business, financial condition, and results of operations.

 (c)

 Exchange rate risk

 The Company cannot guarantee that the current
exchange rate will remain steady; therefore there is a possibility that the Company could post the same amount of profit for two comparable
periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of HKD converted
to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.

 NOTE 16 - COMMITMENTS AND CONTINGENCIES

 As of December 31, 2024, the Company has no material
commitments or contingencies.

 On December 31, 2021, the Company entered into
an Equity Purchase Agreement with Williamsburg Venture Holdings, LLC, a Nevada limited liability company ("Investor"), pursuant
to which the Investor agreed to invest up to Thirty Million Dollars ($ 30,000,000) over a 36-month period in accordance with the terms
and conditions of that certain Equity Purchase Agreement, dated as of December 31, 2021, by and between the Company and the Investor (the
"Equity Purchase Agreement"). During the term, the Company shall be entitled to put to the Investor, and the Investor shall
be obligated to purchase, such number of shares of the Company's common stock and at such price as are determined in accordance
with the Equity Purchase Agreement. The per share purchase price for the Williamsburg Put Shares will be equal to 88 % the lowest traded
price of the Common Stock on the principal market during the five (5) consecutive trading days immediately preceding the date which Williamsburg
received the Williamsburg Put Shares as DWAC Shares in its brokerage account (as reported by Bloomberg Finance L.P., Quotestream, or other
reputable source). In connection with the Equity Purchase Agreement, both parties also entered into a Registration Rights Agreement (the
"Registration Rights Agreement") pursuant to which the Company agreed to register with the SEC the common stock issuable under
the Equity Purchase Agreement, among other securities. As of December 31, 2024, the remaining balance for Equity Purchase from the Investor
was $ 30,000,000.

 NOTE 17 - SUBSEQUENT EVENTS

 In accordance with ASC Topic 855, " Subsequent
Events ", which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date
but before consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after December
31, 2024, up through the date the Company issued the audited consolidated financial statements.

 On January 22, 2025, the Company consummated the
acquisition of 100 % of the issued and outstanding securities of Grand Gallery Limited, a Hong Kong limited liability company engaged in
the business of selling traditional art and collectible pieces, at a consideration of HK$ 1.00 of 20,000 shares.

 F- 22

 ITEM 9. CHANGES IN AND DISAGREEMENTS
WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 On April 3, 2025, the Board
of Directors accepted and approved the resignation of Olayinka Oyebola & Co. ("Olayinka") and the engagement of Lao Professional
to serve as our independent registered accounting firm for the year ended December 31, 2024, immediately effective.

 During the year ended December
31, 2023, there were no disagreements with Olayinka on any matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Olayinka, would have caused Olayinka to make
reference to the subject matter of the disagreements in connection with its reports on our financial statements for such year. Also during
this time, there were no "reportable events," as defined in Item 304(a)(1)(v) of Regulation S-K.

 Concurrently, we engaged Lao
Professional ("LP"). to be our independent registered public accounting firm for the fiscal year ended December 31, 2024 and
the subsequent interim period, effective April 3, 2025. Prior to April 3, 2025, neither Cosmos Group Holdings Inc. nor anyone on its behalf
consulted with LP regarding: (i) the application of accounting principles to any specified transaction, either completed or proposed or
the type of audit opinion that might be rendered on our financial statements, and neither a written report nor oral advice was provided
to us that LP concluded was an important factor considered by us in reaching a decision as to any accounting, auditing, or financial reporting
issue; or (ii) any matter that was either the subject of a "disagreement," as defined in Item 304(a)(1)(iv) of Regulation
S-K, or a "reportable event," as defined in Item 304(a)(1)(v) of Regulation S-K.

 ITEM 9A. CONTROLS AND PROCEDURES.

 Evaluation of Disclosure Controls and Procedures

 Our management is responsible
for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act)
that is designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange
Act is recorded, processed, summarized and reported, within the time specified in the Commission's rules and forms. Disclosure controls
and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an
issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management,
including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions,
as appropriate to allow timely decisions regarding required disclosure.

 As required by Rule 13a-15
under the Securities Exchange Act of 1934, as of the end of the period covered by this report, we have carried out an evaluation of the
effectiveness of the design and operation of our company's disclosure controls and procedures. Under the direction of our Chief
Executive Officer and our Chief Financial Officer, we evaluated our disclosure controls and procedures and internal control over financial
reporting and concluded that were effective as of December 31, 2024.

 However, it should be noted
that the design of any system of controls is 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, regardless of how remote.

 Management's Annual Report On Internal Control Over Financial
Reporting

 Our management is responsible
for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under
the Securities Exchange Act. Our management is also required to assess and report on the effectiveness of our internal control over financial
reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 ("Section 404"). Management, under the supervision
and with the participation of the Company's Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our
internal control over financial reporting as of December 31, 2023. In making this assessment, we used the criteria set forth by the Committee
of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework. Based on that evaluation,
our management concluded that our internal control over financial reporting was effective as of December 31, 2024.

 This Annual Report does not
include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's
report was not subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission
that permit the Company to provide only management's report.

 Changes in Internal Control over Financial
Reporting

 There were no changes in the
Company's internal control over financial reporting that occurred during the last fiscal quarter that have materially affected,
or is reasonably likely to materially affect, the Company's internal control over financial reporting.

 ITEM 9B. OTHER INFORMATION.

 None.

 ITEM 9C. DISCLOSURE REARDING FOREIGN
JURISDICTIONS THAT PREVENT INSPECTIONS

 Not applicable.

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND
CORPORATE GOVERNANCE.

 Set forth below are the present
directors and executive officers of the Company. Note that there are no other persons who have been nominated or chosen to become directors
nor are there any other persons who have been chosen to become executive officers. There are no arrangements or understandings between
any of the directors, officers and other persons pursuant to which such person was selected as a director or an officer. Directors are
elected to serve until the next annual meeting of stockholders and until their successors have been elected and have qualified. Officers
are appointed to serve until the meeting of the board of directors following the next annual meeting of stockholders and until their successors
have been elected and qualified.

 Name

 Age

 Position

 Wong Nga Yin Polin

 Chief Executive Officer, Chief Financial Officer, Secretary and Director

 Chan Man Chung

 Chief Executive Officer, Chief Financial Officer, Secretary and Director,
resigned on December 24, 2024

 Tan Tee Soo

 Director, resigned on September 27, 2024

 Biographies

 Set forth below are brief
accounts of the business experience during the past five years of each director, executive officer and significant employee of the Company.

 Wong Nga Yin Polin,
 age 44, was appointed to serve as our Chief Executive Officer, Chief Financial Officer, Secretary and Director on December 24,
2024. Ms. Wong is currently the Business Development Manager of Marvel Digital Limited. From September 2021 to March 2023, she served
as the Business Development Manager of Xtreme Business Enterprises Limited where she conducted research in glasses-free 3D display technologies.
Ms. Wong was the Business Development Manager of Marvel Research Limited from April 2018 to August 2021 where she conducted research
in glasses-free 3D display technologies. From August 2016 to March 2018, she served as the Project Associate of the State Key Laboratory
of Ultraprecision Machining Technology at the Hong Kong Polytechnic University. From July 2015 to 2016, she was the research assistant
at the same lab. From January 2003 to March 2013, Ms. Wong served as the Assistant Project Engineer and Project Engineer at Forexim (H.K.)
Ltd. Ms. Wong received her Master of Science in Engineering (Mechanical Engineering) and Bachelor of Engineering (Mechanical Engineering)
from the University of Hong Kong in 2013 and 2002, respectively. Ms. Wong brings to our Board her deep experience in research of 3d imaging
and display technologies.

 Dr. Man Chung Chan,
age 65, was appointed to serve as our Chief Executive Officer, Chief Financial Officer, Secretary and a director of the Company on June
28, 2021. He is currently the founding Director and Executive Chairman of the Sustainable Development Institute for the United Nations
and has served as the founding director of Institute of Systems Management since 2003. From 2015 to September 30, 2021, Dr. Chan served
as Vice President of Marvel Digital Company, a subsidiary of Integrated Media Technology Corporation (IMTE: NASDAQ) and a director of
IMTE. Dr. Chan has served as the Chief Executive Officer, Chief Financial Officer, Secretary and Director of Bonanza Goldfields Corp.
(BONZ: OTC PK) since August 26, 2021. Dr. Chan has taught and lectured at the Hong Kong Polytechnic University and New South Wales University,
Australia, and published more than 22 articles relating to information systems, knowledge systems, data mining and artificial intelligence
and brings to our board his deep experience in these fields. Dr. Chan also engaged in numerous research projects and authored numerous
papers relating information and knowledge management systems, pattern recognition, data mining and artificial intelligence for business
applications. Dr. Chan received his PHD in Computer Science in 1992 from La Trobe University, Australia and his Bachelor of Arts in Philosophy
(Hons) from Chinese University of Hong Kong in 1980. Dr. Chan was resigned on December 24, 2024.

 Mr. Tee Soo TAN,
age 58, was appointed to serve as our Director on June 28, 2021. Mr.
Tan has also served as a director of Bonanza Goldfields Corp. (BONZ: OTC PK) since August 26, 2021. Since April 2017, Mr. Tan served as
the Senior Vice President of a boutique investment house and financial structuring company and has been nominated as director since June
2019. Prior to this time, Mr. Tan served in the Western Australian Police Force in Perth, Western Australia from June 2000 to April 2017.
Mr. Tan received his Bachelor of Commerce from Murdoch University in Western Australia in 1993. Mr. Tan brings to our Board his investment
and financial experience in the industry. Mr. Tan was resigned on September 27, 2024.

 Family Relationships.

 There are no family relationships
between any of our directors or executive officers.

 Involvement in Certain Legal Proceedings

 No executive officer or director
has been involved in the last ten years in any of the following:

 Any bankruptcy petition filed by or against any business or property of such person, or of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

 Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

 Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

 Being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

 Being the subject of or a party to any judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated relating to an alleged violation of any federal or state securities or commodities law or regulation, or any law or regulation respecting financial institutions or insurance companies, including but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail, fraud, wire fraud or fraud in connection with any business entity; or

 Being the subject of or a party to any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act, any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 Board Committees and Audit Committee Financial
Expert

 We do not currently have a
standing audit, nominating or compensation committee of the board of directors, or any committee performing similar functions. Our board
of directors performs the functions of audit, nominating and compensation committees. As of the date of this report, no member of our
board of directors qualifies as an "audit committee financial expert" as defined in Item 407(d)(5) of Regulation S-K promulgated
under the Securities Act. We hope to attract a director who qualifies as an "audit committee financial expert" as our business
operations mature.

 Our board of directors does
not have a policy with regards to the consideration of any director candidates recommended by our shareholders. Our board of directors
has determined that it is in the best position to evaluate our company's requirements as well as the qualifications of each candidate
when the board considers a nominee for a position on our board of directors.

 There have not been any
material changes to the procedures by which security holders may recommend nominees to the registrant's board of directors since
December 31, 2023.

 Code of Ethics

 We have not yet adopted a
code of ethics that applies to our principal executive officer, principal financial officer principal accounting officer or controller
in light of our Company's current stage of development. We expect to adopt a code of ethics in the near future.

 ITEM 11. EXECUTIVE COMPENSATION.

 Compensation Philosophy and Objectives

 Our executive compensation
philosophy is to create a long-term direct relationship between pay and our performance. Our executive compensation program is designed
to provide a balanced total compensation package over the executive's career with us. The compensation program objectives are to
attract, motivate and retain the qualified executives that help to ensure our future success, to provide incentives for increasing our
profits by awarding executives when corporate goals are achieved and to align the interests of executives and long-term stockholders.
The compensation package of our named executive officers consists of two main elements:

 1.

 base salary for our executives that is competitive relative to the market, and that reflects individual performance, retention and other relevant considerations; and

 2.

 discretionary bonus awards payable in cash and tied to the satisfaction of corporate objectives.

 Process for Setting Executive Compensation

 Until such time as we establish
a Compensation Committee, our Board is responsible for developing and overseeing the implementation of our philosophy with respect to
the compensation of executives and for monitoring the implementation and results of the compensation philosophy to ensure compensation
remains competitive, creates proper incentives to enhance stockholder value and rewards superior performance. We expect to annually review
and approve for each named executive officer, and particularly with regard to the Chief Executive Officer, all components of the executive's
compensation. We process and factors (including individual and corporate performance measures and actual performance versus such measures)
used by the Chief Executive Officer to recommend such awards. Additionally, we expect to review and approve the base salary, equity-incentive
awards (if any) and any other special or supplemental benefits of the named executive officers.

 The Chief Executive Officer
periodically provides the Board with an evaluation of each named executive officer's performance, based on the individual performance
goals and objectives developed by the Chief Executive Officer at the beginning of the year, as well as other factors. The Board provides
an evaluation for the Chief Executive Officer. These evaluations serve as the bases for bonus recommendations and changes in the compensation
arrangements of our named executives.

 Our Compensation Peer Group

 We currently engage in informal
market analysis in evaluating our executive compensation arrangements. As the Company and its businesses mature, we may retain compensation
consultants that will assist us in developing a formal benchmark and selecting a compensation peer group of companies similar to us in
size or business for the purpose of comparing executive compensation levels.

 Program Components

 Our executive compensation
program consists of the following elements:

 Base Salary

 Our base salary structure
is designed to encourage internal growth, attract and retain new talent, and reward strong leadership that will sustain our growth and
profitability. The base salary for each named executive officer reflects our past and current operating profits, the named executive officer's
individual contribution to our success throughout his career, internal pay equity and informal market data regarding comparable positions
within similarly situated companies. In determining and setting base salary, the Board considers all of these factors, though it does
not assign specific weights to any factor. The Board generally reviews the base salary for each named executive officer on an annual basis.
For each of our named executive officers, we review base salary data internally obtained by the Company for comparable executive positions
in similarly situated companies to ensure that the base salary rate for each executive is competitive relative to the market.

 Discretionary Bonus

 The objectives of our bonus
awards are to encourage and reward our employees, including the named executive officers, who contribute to and participate in our success
by their ability, industry, leadership, loyalty or exceptional service and to recruit additional executives who will contribute to that
success.

 Summary Compensation Table

 The following summary compensation table sets forth the aggregate compensation
we paid or accrued during the fiscal years ended December 31, 2024 and 2023, to (i) our Chief Executive Officer (principal executive officer),
(ii) our Chief Financial Officer (principal financial officer), (iii) our three most highly compensated executive officers other than
the principal executive officer and the principal financial officer who were serving as executive officers on December 31, 2024, whose
total compensation was in excess of $100,000, and (iv) up to two additional individuals who would have been within the two-other-most-highly
compensated but were not serving as executive officers on December 31, 2024.

 SUMMARY COMPENSATION TABLE

 Name and Principal Position

 Year

 Salary

 Bonus

 Stock Awards

 Option Awards

 Non-Equity Incentive Plan Compensation

 Change in Pension Value and Non-qualified Deferred Compensation Earnings

 All Other Compensation in share

 All Other Compensation in cash

 Total

 Man Chung

 2024

 –

 –

 –

 –

 –

 –

 $
 –

 $
 –

 $
 –

 CHAN, CEO, CFO, Secretary and Director (1)

 2023

 –

 –

 –

 –

 –

 –

 $
 –

 $
 –

 $
 –

 Tee Soo

 2024

 –

 –

 –

 –

 –

 –

 $
 –

 $
 –

 $
 –

 TAN, Director (2)

 2023

 –

 –

 –

 –

 –

 –

 $
 123,000

 $
 42,581

 $
 165,581

 Nga Yin Polin

 2024

 –

 –

 –

 –

 –

 –

 $
 –

 $
 –

 $
 –

 WONG, CEO, CFO, Secretary and Director (1)

 2023

 –

 –

 –

 –

 –

 –

 $
 –

 $
 –

 $
 –

 (1)

 Dr. Chan joined us as our Chief Executive Officer, Secretary and
 Director on June 28, 2021 and resigned on December 24, 2024.

 (2)

 Mr. Tan joined us as our Director on June 28, 2021 and resigned on September
27, 2024.

 (3)

 Ms. Wong joined us as our Chief Executive Officer, Chief Financial
Officer, Secretary and Director on December 24, 2024.

 Narrative disclosure to Summary Compensation

 Dr. Chan and Ms. Wong did
not receive any compensation for services in the capacity as a director and the officers of the Company.

 Other than set out above and
below, there are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.
We expect to establish one or more incentive compensation plans in the future. Our directors and executive officers may receive securities
of the Company as incentive compensation at the discretion of our board of directors in the future. We do not have any material bonus
or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers.

 Equity Awards

 There are no unvested options,
warrants or convertible securities outstanding.

 At no time during the last
fiscal year with respect to any of any of our executive officers was there:

 any outstanding option or other equity-based award repriced or otherwise materially modified (such as by extension of exercise periods, the change of vesting or forfeiture conditions, the change or elimination of applicable performance criteria, or the change of the bases upon which returns are determined;

 any waiver or modification of any specified performance target, goal or condition to payout with respect to any amount included in non-stock incentive plan compensation or payouts;

 any option or equity grant;

 any non-equity incentive plan award made to a named executive officer;

 any nonqualified deferred compensation plans including nonqualified defined contribution plans; or

 any payment for any item to be included under All Other Compensation in the Summary Compensation Table.

 Compensation of Directors

 Except as set forth above,
during our fiscal year ended December 31, 2024, we did not provide compensation to any of our directors for serving as our director. We
currently have no formal plan for compensating our directors for their services in their capacity as directors, although we may elect
to issue stock options to such persons from time to time. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket
expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration
to any director undertaking any special services on our behalf other than services ordinarily required of a director.

 Compensation Risk Management

 Our Board of directors and
human resources staff conducted an assessment of potential risks that may arise from our compensation programs. Based on this assessment,
we concluded that our policies and practices do not encourage excessive and unnecessary risk taking that would be reasonably likely to
have material adverse effect on the Company. The assessment included our cash incentive programs, which awards non-executives with cash
bonuses for punctuality. Our compensation programs are substantially identical among business units, corporate functions and global locations
(with modifications to comply with local regulations as appropriate). The risk-mitigating factors considered in this assessment included:

 the alignment of pay philosophy, peer group companies and compensation amounts relative to local competitive practices to support our business objectives; and

 effective balance of cash, short- and long-term performance periods, caps on performance-based award schedules and financial metrics with individual factors and Board and management discretion.

 Compensation Committee Interlocks and Insider
Participation

 We have not yet established
a Compensation Committee. Our Board of Directors performs the functions that would be performed by a compensation committee. During the
fiscal year ended December 31, 2024, none of our executive officers has served: (i) on the compensation committee (or other board committee
performing equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose
executive officers served on our board of directors; (ii) as a director of another entity, one of whose executive officers served on the
compensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire
board of directors) of the registrant; or (iii) as a member of the compensation committee (or other board committee performing equivalent
functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers
served as a director of the company.

 Compensation Committee Report

 Our board of directors has
reviewed and discussed the Compensation Discussion and Analysis in this report with management. Based on its review and discussion with
management, the board of directors recommended that the Compensation Discussion and Analysis be included in this Annual Report on Form
10-K for the year ended December 31, 2024. The material in this report is not deemed filed with the SEC and is not incorporated by reference
in any of our filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made on,
before, or after the date of this Report on Form 10-K and irrespective of any general incorporation language in such filing.

 Submitted by the board of directors:

 Wong Nga Yin Polin

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 The following table sets forth certain information concerning the number
of shares of our common stock owned beneficially as of December 31, 2024, by: (i) each person (including any group) known to us to own
more than five percent (5%) of any class of our voting securities, (ii) each of our directors and each of our named executive officers
(as defined under Item 402(m)(2) of Regulation S-K), and (iii) officers and directors as a group. Unless otherwise indicated, the shareholders
listed possess sole voting and investment power with respect to the shares shown.

 Except as indicated in footnotes to this table, we believe that the
stockholders named in this table will have sole voting and investment power with respect to all shares of common stock shown to be beneficially
owned by them, based on information provided to us by such stockholders. Unless otherwise indicated, the address for each director and
executive officer listed is: c/o Cosmos Group Holdings Inc., located at 6/F, Harbour View 2, 16 Science Park East Avenue, Hong Kong Science
Park, N.T., Hong Kong.

 Common Stock
 Beneficially Owned

 Name and Address of Beneficial Owner

 Number of Shares
 and Nature of
 Beneficial
 Ownership

 Percentage of
 Total
 Common
 Equity (1)

 CHAN Man Chung (2)

 14,380,288

 0.31
 %

 TAN Tee Soo (3)

 2,007,647

 0.04
 %

 All executive officers and directors as a Group (3 persons)

 16,387,935

 0.36
 %

 5% or Greater Stockholders:

 SO Han Meng Julian

 624,918,375

 13.63
 %

 HO Wan Leong

 456,555,556

 9.96
 %

 LEE Ying Chiu Herbert

 404,861,256

 8.83
 %

 (1)

 Applicable percentage ownership is based on 4,585,963,082 shares of common stock outstanding as of December 31, 2024. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock that a person has the right to acquire beneficial ownership of upon the exercise or conversion of options, convertible stock, warrants or other securities that are currently exercisable or convertible or that will become exercisable or convertible within 60 days of December 31, 2024, are deemed to be beneficially owned by the person holding such securities for the purpose of computing the number of shares beneficially owned and percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

 (2)

 CHAN Man Chung was former CEO and director, and was resigned on December
24, 2024.

 (3)

 TAN Tee Soo was former director and resigned on September 27, 2024.

 ITEM 13. CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

 Other than as disclosed below,
there are no transactions during our two most recent fiscal years ended December 31, 2024 and 2023, or any currently proposed transaction,
in which our Company was or to be a participant and the amount exceeds the lesser of $120,000 or one percent of the average of our Company's
total assets at year end for our last two completed years, and in which any of our directors, officers or principal stockholders, or any
other related person as defined in Item 404 of Regulation S-K, had or have any direct or indirect material interest.

 From time to time, our directors
advanced funds to us for working capital purpose. Those advances are unsecured, non-interest bearing and have no fixed terms of repayment.
During the year ended December 31, 2024, companies which are controlled by Lee Ying Chiu Herbert, our director advanced $15,851 and Chan
Man Chung, our director advanced $130,596 to us, respectively.

 Except as set forth above,
the Company had no other significant or material related party transactions during the years ended December 31, 2024 and 2023.

 We have not adopted policies
or procedures for approval of related person transactions but review them on a case-by-case basis. We believe that all related party transactions
were on terms at least as favorable as we would have secured in arm's-length transactions with third parties. Except as set forth
above, we have not entered into any material transactions with any director, executive officer, and promoter, beneficial owner of five
percent or more of our common stock, or family members of such persons.

 Director Independence

 Though not a NASDAQ listed
company, we intend to adhere to the corporate governance standards adopted by NASDAQ. NASDAQ rules require our Board to make an affirmative
determination as to the independence of each director. Consistent with these rules, our Board conducted its annual review of director
independence. During the review, our Board considered relationships and transactions since incorporation between each director or any
member of her immediate family, on the one hand, and us and our subsidiaries and affiliates, on the other hand. The purpose of this review
was to determine whether any such relationships or transactions were inconsistent with a determination that the director is independent.
Based on this review, our Board determined that none of the current members of our Board are independent directors under the criteria
established by NASDAQ and by our Board.

 ITEM 14. PRINCIPAL ACCOUNTING FEES
AND SERVICES.

 Lao Professional audited our
financial statements for the fiscal year ended December 31, 2024. Olayinka Oyebola & Co. audited our financial statements for the
fiscal year ended December 31, 2023.

 All audit work was performed
by the full time employees of Lao Professional and Olayinka Oyebola & Co. for the fiscal years ended December 31, 2024, and 2023,
respectively.

 Our board of directors does
not have an audit committee. The functions customarily delegated to an audit committee are performed by our full board of directors. Our
board of directors approves in advance, all services performed by Olayinka, but have not adopted pre-approval policies or procedures.
Our board of directors has considered whether the provision of non-audit services is compatible with maintaining the principal accountant's
independence and has approved such services.

 The following table sets forth
fees billed by our auditors during the last two fiscal years for services rendered for the audit of our annual financial statements and
the review of our quarterly financial statements, services by our auditors that are reasonably related to the performance of the audit
or review of our financial statements and that are not reported as audit fees, services rendered in connection with tax compliance, tax
advice and tax planning, and all other fees for services rendered.

 2024

 2023

 Audit fees

 $
 64,000

 $
 84,500

 Audit related fees

 -

 –

 Tax fees

 -

 –

 All other fees

 -

 –

 Total

 $
 64,000

 $
 84,500

 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES.

 The following documents are
filed as part of this report:

 (1) Financial Statements

 Financial Statements are included
in Part II, Item 8 of this report.

 (2) Financial Statement Schedules

 No financial statement schedules
are included because such schedules are not applicable, are not required, or because required information is included in the financial
statements or notes thereto.

 (3) Exhibits

 Exhibit No.

 Description

 3.1

 Articles of Incorporation and Certificate of Amendment to Articles of Incorporation (1)

 3.2

 Amended and Restated Bylaws **

 4.1

 Specimen certificate evidencing shares of Common Stock **

 31.1

 Certification of Chief Executive Officer and Chief Financial Officer required under Rule 13a-14(a)/15d-14(a) under the Exchange Act.*

 32.1

 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 *

 Filed herewith

 (1)

 Incorporated by reference from our Form 10 filed with the Securities and Exchange Commission on May 23, 2017.

 **

 To be Filed by Amendment

 ITEM 16. FORM 10-K SUMMARY.

 None.

 SIGNATURES

 Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

 Date: April 15, 2025

 By:

 /s/ Wong Nga Yin Polin

 Wong Nga Yin Polin

 Chief Executive Officer, Chief Financial Officer and

 Secretary

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