Leet Technology Inc. 10-K

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 2024-10-01

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 Form 10-K/A

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

 For the fiscal year ended December 31, 2024

 OR

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

 For the transition period from_____________ to
_____________.

 Commission file number 000-55053

 Leet Technology Inc.

 (Exact name of registrant as specified in its charter)

 Delaware

 46-3590850

 (State or other jurisdiction of

 incorporation or organization)

 (I.R.S. Employer

 Identification No.)

 805, 8th Floor, Menara Mutiara Majestic, Jalan Othman, Petaling Jaya 46000, Selangor, Malaysia

 90035

 (Address of principal executive offices)

 (Zip Code)

 Registrant's telephone number, including
area code ( 603) 7783 1636

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

 Title of each class

 Name of each exchange on which registered

 None

 None

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

 Common Stock, par value $0.0001

 (Title of 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 15(d) of the 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 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

 Indicate by check mark if
disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.

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

 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.

 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 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. As of March 28, 2025, there
were 151,096,262 shares of common stock, $0.0001 par value, issued and outstanding, and 6,898,256 issues of preferred stock issued and
outstanding, par value $0.0001.

 The aggregate market value
of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last
sold, or the average bid and asked price of such common equity, as of the last business day of the Registrant's most recently completed
second fiscal quarter was approximately $ 7,554,813.

 Documents Incorporated by Reference

 List hereunder the following
documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated:
(1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to rule 424(b)
or (c) of the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report
to security holders for fiscal year ended December 24, 1980). None.

 EXPLANATORY NOTE

 This Amendment
No. 1 (the "Amendment") to the Annual Report on Form 10-K of Leet Technology Inc, (the "Company") for the fiscal
year ended December 31, 2024 (filed with the Securities and Exchange Commission on March 28, 2025) (the "Original Filing")
is being filed to update the signature date on the Report of Independent Registered Public Accounting Firm on page F-3, which
was inadvertently incorrectly dated on the Original Filing and to update Recent Accounting Pronouncements on page F-16.

 Leet Technology Inc.

 ITEM 1 – BUSINESS

 ITEM 1A – RISK FACTORS

 ITEM 1B – UNRESOLVED STAFF COMMENTS

 ITEM 1C - CYBERSECURITY

 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 – SELECTED FINANCIAL DATA

 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, 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

 i

 Forward Looking Statements

 This Annual Report includes forward-looking statements
within the meaning of the Securities Exchange Act of 1934 (the "Exchange Act"). These statements are based on management's
beliefs and assumptions, and on information currently available to management. Forward-looking statements include the information concerning
possible or assumed future results of operations of the Company set forth under the heading "Management's Discussion and Analysis
of Financial Condition or Plan of Operation." Forward-looking statements also include statements in which words such as "expect,"
"anticipate," "intend," "plan," "believe," "estimate," "consider,"
or similar expressions are used.

 Forward-looking statements are not guarantees
of future performance. They involve risks, uncertainties, and assumptions. The Company's future results and shareholder values may
differ materially from those expressed in these forward-looking statements. Readers are cautioned not to put undue reliance on any forward-looking
statements.

 ii

 ITEM 1 – BUSINESS

 Corporate History

 Prior to the acquisition of our wholly owned subsidiary
as described below, our main business consisted of the manufacture and sale of a Breath Alcohol Ignition Interlock Device (BAIID) we developed
known as the BDI-747 Ignition Interlock Device (the "BDI-747/1"), which is a mechanism that is installed on the steering column
of an automobile and into which a driver exhales prior to starting their vehicle. The device in turn provides a blood-alcohol concentration
analysis. If the driver's blood-alcohol content is higher than a certain pre-programmed limit, the device prevents the ignition
from engaging and the automobile from starting. These devices are often required for use by DUI or DWI ("driving under the influence"
or "driving while intoxicated") offenders as part of a mandatory court or motor vehicle department program.

 Current Business

 Shortly after changing our business focus towards
the eSports industry, which we regard as a potentially high growth and profitable industry, we identified certain opportunities to engage
in the business related to e-sports in Southeast Asia, which has seen high growth over the last 3 years, and determined that we should
pursue that business opportunity. We entered into negotiations with Leet Technology Limited ("LTL"), and have closed that
acquisition as of November 18, 2020.

 Currently, the Company is a holding company and
has no principal business other than LTL's business. As a result of the closing of the Share Exchange Agreement ("SEA"),
LTL is a wholly-owned subsidiary of the Company which operates an eSports platform in Malaysia. All references to Company herein include
its operating subsidiary LTL, Leet Entertainment Group Limited, and Leet Entertainment Sdn. Bhd. unless otherwise noted.

 We are a technology company developing and operating
platforms focused on eSports. We operate a community eSport gaming platform called Matchroom.net, which was launched in January 2019 and
aims to cover a wide range of gaming and digital entertainment services catering to the Asia Pacific community.

 Esports Industry and Segment

 Definition of eSports:

 Esports (also known as electronic sports, e-sports,
or eSports) is a form of sport competition using video games. Esports often takes the form of organized, multiplayer video game competitions,
particularly between professional players, individually or as teams. Although organized competitions have long been a part of video game
culture, these were largely between amateurs until the late 2000s, when participation by professional gamers and spectatorship in these
events through live streaming saw a large surge in popularity. By the 2010s, esports was a significant factor in the video game industry,
with many game developers actively designing and providing funding for tournaments and other events.

 Growth of eSports

 The eSports industry is expected to grow rapidly
in the coming years. The majority of these revenues come from sponsorships and advertising, and the rest from media rights, publisher
fees, merchandise and tickets, digital and streaming.

 Our Product Portfolio

 MAVERICK is a modular-based white label platform.
Through our proprietary technology, we offer white-label solutions to our Information & Communications Technology ("ICT")
partners and Over The Top ("OTT") companies by enhancing their brands to better engage, retain and monetize their user base.
Our white label service allows brands & businesses to better engage, retain, and generate additional income streams from their clientele
base. Each platform is fully customizable, highly localizable and easily integrated onto your existing applications or platforms. We assist
and provide support to brands and businesses in their daily operations and scaling. We manage the platform behind-the-scenes, leveraging
on our experience and expertise.

 Matchroom is our flagship product. It was first
released to the public in January 2019 as the pioneering and premier eSports platform in Malaysia. Today, it is quickly expanding to many
South and Southeast Asian nations through strategic partnerships.

 Our Focus and Strategy

 Even while the market for potential customer growth
is there, the telecommunication industry ("telco") has been seeing stagnant revenue growth and shrinking margins. The telcos
have built the expensive infrastructure for streaming, but it has the technology companies such as the OTT service companies that have
been monetizing the network. OTTs are online mobile applications that are typically provided by third parties through app stores and often
consume significant mobile network bandwidth. With billions of users, OTT services already have huge scale and still have further growth
potential. In recent years, there has been a boom in OTT media services (Netflix, Amazon Prime, Skype, etc.) that have found effective
ways to operate on top of the telco infrastructure, streaming content or providing VoIP services to end consumers (Source:
Although telcos arguably missed the boat on video streaming, voice, and messaging, there is now an emerging segment that could help fill
the gap. The rising popularity of eSports has been identified as the multi-billion dollar industry that provides telcos a much-needed
growth area to better monetize their infrastructure.

 Already worth over $1 billion, the eSports market
is projected by experts to triple by 2025 (Source:  An important feature
for an enjoyable gaming experience is the need for speed, which telcos are uniquely positioned to provide, especially with the advent
of edge computer technology and 5G. A sophisticated edge computing system will be able to detect where each player is located, while creating
a server in an optimal location that provides all the players with the same high bandwidth, low latency, and experience. By leveraging
technology that enables edge computing at scale, forward-looking telcos can take gamers to where they want to go – and with plenty
of value-adds.

 Accordingly, we have decided to dedicate our initial
focus and growth strategy in partnering with telcos to provide a fast end-to-end branded eSports solution at competitive costs to increase
monetization and drive data usage. With OTT operators, we hope to partner with them to offer value-added services on their platforms to
increase usability and more avenues for revenue. Finally, we offer a quick and cost-effective online gaming solution and online gaming
hosting service on Matchroom.net in concert with tournament, event organizers and brand promoters.

 Market, Customer and Distribution Methods

 Our focus in regards of target markets encompasses
the emerging markets (South East Asia, Middle East, and South Asia) in terms of geography, and users between the ages of 17 – 35.
As most of these markets are mobile centric, our focus is mainly towards mobile e-sport tournaments. As such, we also focus on working
with mobile network operators in our target markets, as they have direct access to their mobile subscribers, which are our target audience
as well.

 Sales and Marketing

 Our sales strategy is geared towards a subscription
model, at which users subscribe to a tournament pass that allows them to participate in a series of tournaments which has prize pools
and benefits. Our partnerships with mobile network operators extend our payment reach through direct carrier billings with the mobile
network operators in the respective countries in which we work.

 By building up the community of e-sports players,
brands can sponsor some of these prize pools by offering product ad placements, sampling and giveaways. This will be further amplified
by offerings of ecommerce opportunities for brands to sell their product on our platform.

 Our marketing strategy revolves around digital
marketing through social media, brand marketing, influencer marketing and working with mobile carriers to co-promote our tournaments.

 Government Regulation

 We will be required to comply with all regulations,
rules and directives of governmental authorities and agencies in any jurisdiction in which we conduct our current business. As of now,
there are no additional required government approvals which we must obtain.

 Competition

 Currently, most of our
competitors are localized in the markets where we penetrated. So far, most if not all our competitors focus on one area only. Either they
are end user platform or a white label platform.

 For Matchroom, we have
more competitors but mainly localized to the country they reside in. We have Yamisok in Indonesia, ESPL in Singapore, MESF in Malaysia
and Mogul.gg out of Australia. Due to language barriers, payments and differences in cultures, large competitors tend to look at the home
countries to build their brand and partners.

 For white label services,
we have two main competitors which is Technineer (telco focused) in Malaysia and Goama (OTT focused) in Singapore that has been whitelabelling
either an esports or an arcade platform for both Telco and OTT operators. The white label platform services remain a niche sector as of
now as it is often a slow and tedious process of onboarding with telco and payment terms of being 90 days. For most companies this is
a deterrent to enter. However, this is still a race as once you are onboarded, you tend to be operating with the telco over a long period
of time.

 Business Plan

 Throughout 2021 we saw most countries and economies
still dealing with the Covid-19 pandemic with new strains of the virus keeping travel and restrictions in place. With on-ground events
halted, the eSports industry shifted heavily onto the online space. Online viewership has increase significantly alongside with the growth
of the internet penetrations namely 5G Mobile networks and higher internet data consumption. This led to many Telco operators looking
at capitalizing on these growths with increased interest in the esports sector.

 In February of 2022, we launched our white label
partnership with Smart Communications which is the largest telco operator in Philippines. In June 2022, we launched our white label partnership
with the Axiata Group in Bangladesh, Cambodia, Indonesia & Malaysia.

 In 2023, we improved our white label partnership
with Smart Communications by enhancing the white label platform, Giga Arena and introducing new esports and arcade games. In June 2023,
we launched our white label partnership with Robi Axiata.

 In 2024
we have continued to focus on a B2B (Business to Business) model with mobile network operators within Southeast Asia, South Asia and other
continents to extend our platform's (Maverick) product offerings via a white label model, of which our telco subscribers will subscribe
to a data package that offers a tournament pass or ticket granting users to compete in a series of tournaments on the platform.

 In 2025, we intend continue focussing on the B2B
model within Southeast Asia, South Asia and other continents to extend our Maverick product offerings.

 Maverick is a rebrand of our whitelabel product
offering a scalable and modular gaming platform solution to Telco and OTT providers giving them an extensive choice of various features
and monetization modules which would fit their subscribers and market demography. Matchroom will continue to focus on providing esports
managed services to our partners through these telco partnerships.

 The Company will focus on delivering an integrated
end-to-end gaming platform to the markets through the following:

 1) Continuous development and enhancements of
our white label product, Maverick, with the latest and relevant features and functionalities. With the modular-approach, our telco partners
is able to select the features and best suited business model for their respective markets.

 2) Focus on providing business, technical and
operations managed services to our telco partners to ensure professional level of tournament and platform management while working hand
in hand with our telco on marketing the platform to their users.

 3) Build further revenue enhancements feature
as part of the platform such as onboarding of games, ecommerce, and content to further drive new/incremental revenue stream, and user
engagement within the platform increasing its retention capability of the gaming platform for our telco partners.

 Based on our current roadmap, we intend to cover
Southeast Asia, and parts of South Asia, namely Malaysia, Philippines, Indonesia, Bangladesh, Sri Lanka and Cambodia within the next 12
months. The following 24 months in 2025 to 2026 will see us incorporating Vietnam, Nepal, Middle East, and African markets into our platform.

 To cater to our expansion, our platform roadmap
also focuses on several priorities:

 1)

 Enhancement of our current platform to enable deep linking with mobile carriers

 2)

 Launch of a redemption and ecommerce platform

 3)

 Enhancements of our current esports tools and services

 4)

 Gamifications and user experience enhancements

 5)

 Multi language and geographical-led content management.

 6)

 Software development kits (SDK) for better onboarding of game developers and tournament operators.

 7)

 Customer engagement and community management tools for better customer experience.

 We will also need to recruit computer gaming employees
and consultants, and executives that will lead localized teams across the region, especially in Philippines, Indonesia, and South Asia
where there is a distinct local culture that calls for localization of content in that particular country. We also expect to expand our
development and operations team to cater to more tournaments including automations, data mining, customer retentions & userbase including
monetization strategies.

 We expect our revenues to grow in 2025 onwards,
especially through our mobile carrier partnerships as well as our subscription model which is expected to in line with our user growth
and platform deliverables.

 Employees

 As of December 31, 2023, we have approximately
5 full time employees based in Malaysia, 3 full time employees based in Vietnam, 6 full time employees based in the Philippines, and 3
full time employees based in Indonesia. We have never experienced a work stoppage.

 As of December 31, 2024, we have approximately
4 full time employees based in Malaysia, 3 full time employees based in Vietnam and 1 full time employees based in Indonesia. We have
never experienced a work stoppage.

 Description of Properties

 Our principal executive offices under lease are
located at 805, 8 th Floor, Menara Mutiara Majestic, 15 Jalan Othman, Petaling Jaya 46000, Selangor, Malaysia. Our telephone
number is +603 7783 1636. We have no present intention of acquiring other facilities during our development stage.

 We do not currently have any investment or interests
in any real estate, nor do we have investments or an interest in any real estate mortgages or securities of persons engaged in real estate
activities.

 We were incorporated under the name Jam Run Acquisition
Corporation on July 2, 2013 in the State of Delaware. From inception through early February 2014, we were a blank check company and qualified
as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act which became law in April, 2012, with
a business plan of entering into a transaction with a foreign or domestic private company in order for that company to become a reporting
company as part of the process toward the public trading of its stock. We ceased being a shell company upon the filing of our Form 8-K
on November 18, 2020.

 Available Information

 We are a fully reporting issuer, subject to the
Securities Exchange Act of 1934. Our Quarterly Reports, Annual Reports, and other filings can be obtained from the SEC's Public
Reference Room at 100 F Street, NE., Washington, DC 20549, on official business days during the hours of 10 a.m. to 3 p.m. You may also
obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The Commission maintains
an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically
with the Commission at

 ITEM 1A. – RISK FACTORS.

 As a smaller reporting company, we are not required
to provide a statement of risk factors. However, we believe this information may be valuable to our shareholders for this filing. We reserve
the right to not provide risk factors in our future filings. Our primary risk factors and other considerations include:

 General Risks Relating to our Business, Operations
of Financial Condition

 We are an early-stage company operating
in a newly developing industry with limited resources.

 The Company officially launched its commercial
service (Matchroom) in Malaysia in January 2019. Because the Company has a limited operating history, you should consider and evaluate
our operating prospects in light of the risks and uncertainties frequently encountered by early-stage companies in rapidly evolving markets.
These risks include:

 That we may not have sufficient capital to achieve our growth strategy;

 That we may not develop our product and service offerings in a manner that enables us to be profitable and meet our customers' requirements;

 That our growth strategy may not be successful; and

 That fluctuations in our operating results will be significant relative to our revenues

 These risks are described in more detail below.
Our future growth will depend substantially on our ability to address these, and the other risks described in this section. If we do not
successfully address these risks, our business could be significantly harmed.

 We have a history of net losses, may incur
substantial net losses in the future and may not achieve profitability.

 Although we have begun to generate revenues, we
have incurred significant losses since inception. We expect to incur increased costs to implement our business plan and increase revenues,
such as costs relating to expanding our subscribers' growth.

 If our revenues do not increase to offset these
additional expenses, or if we experience unexpected increases in operating expenses, we will continue to incur significant losses, and
will not become profitable. If we are not able to significantly increase our revenues, we will likely not be able to achieve profitability
in the future.

 Our operating losses and working capital
deficiency raise substantial doubt about our ability to continue as a going concern. If we do not continue as a going concern, investors
could lose their entire investment.

 Our operating losses and working capital deficiency
raise substantial doubt about our ability to continue as a going concern. If we do not generate sufficient revenues, do not achieve profitability,
or do not have other sources of financing for our business, we may have to curtail or cease our development plans and operations, which
could cause investors to lose the entire amount of their investment.

 Increasing competition within our emerging
industry could have an impact on our business prospects.

 The e-sports industry is the latest high growth
industry on which many are looking to capitalize. Consequently, it is becoming a very competitive industry, with new competitors frequently
entering the market.

 These competing companies may have significantly
greater financial and other resources than we have and may have been developing their products and services longer and more successfully
than we have been developing ours. Although we are differentiated from our competitors by focusing on emerging markets and leveraging
on the mobile carrier network, increased competition may still have a negative impact on our profit margins.

 The eSports industry is also becoming intensely
more competitive from a tech perspective. Successful competitors of ours typically have better networking or deep integrations with game
developers mainly in the US that give them a competitive edge. As these competitors have an established base of market operation, moving
towards emerging markets may be their respective future strategies.

 Increasing competition affects a majority of the
participants in the eSports market, as users are increasingly more driven by instant gratification and gaming tools that are user friendly,
while brands/organizations are interested in enhancing cost control and revenue generation.

 Our operating results may fluctuate in future
periods, which may adversely affect our stock price.

 Our operating results have been in the past, and
will continue to be, subject to quarterly and annual fluctuations as a result of numerous factors, some of which may contribute to more
pronounced fluctuations in an uncertain global economic climate. These factors include:

 Fluctuations in demand for our products and services, especially with respect to telecommunications service providers and internet businesses, in part due to changes in the global economic climate

 Changes in sales and implementation cycles for our products and reduced visibility into our customers' spending plans and associated revenue

 Our ability to attract and retain customers

 Price and product competition in the e-sports industries, which can change rapidly due to technological innovation and different business models

 The overall movement toward industry consolidation among both our competitors and our customers

 The markets in which we compete are intensely
competitive.

 The markets in which we compete are characterized
by rapid change, converging technologies, and a migration to networking and communications solutions that offer relative advantages. These
market factors represent a competitive threat to us. We compete with numerous vendors in each product category. The overall number of
our competitors providing niche product solutions may increase. Also, the identity and composition of competitors may change as we increase
our activity in markets for our products and in our priorities.

 Industry
consolidation may lead to increase competition and may harm our operating results.

 There has been a trend towards industry consolidation
in our industry for several years. We expect this trend to continue as companies attempt to strengthen or hold their market positions
in an evolving industry, and as companies are acquired or are unable to continue operations. Companies that are strategic alliance partners
in some areas of our business may acquire or form alliances with our competitors, thereby reducing their business with us. We believe
that industry consolidation may result in stronger competitors that are better able to compete for customers. This could lead to more
variability in our operating results and could have a material adverse effect on our business, operating results, and financial condition.

 Economic conditions in certain international
markets could adversely affect demand for the products we sell.

 Sales of our products involve discretionary spending
by consumers. Consumers are typically more likely to make discretionary purchases, including paying to participate or watch, when there
are favorable economic conditions; this of course also extends to the brands, sponsors, and telecommunications partners that we plan to
most leverage through Matchroom.

 Consumer spending may be affected by many economic
and other factors outside of the Company's control. Some of these factors include consumer disposable income levels, consumer confidence
in current and future economic conditions, levels of employment, consumer credit availability, consumer debt levels, inflation, political
conditions and the effect of weather, natural disasters, public health crises, including the recent outbreak of the coronavirus (or COVID-19),
and civil disturbances.

 The extent to which the coronavirus impacts our
results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge
concerning the severity of the coronavirus and the actions to contain the coronavirus or treat its impact, among others. These and other
economic factors could adversely affect demand for our products, which may negatively impact our business, results of operations and financial
condition.

 The e-sports industry has historically been
relatively sensitive to external pressure; potentially affected by level of prize pools, introduction of new games, consoles, and technologies
that may negatively impact the demand for existing products or our pre-owned businesses.

 The e-sports industry has historically been sensitive
to external pressures, especially in response to the level of prize pools across recent competitions, introduction and/or retirement of
game titles, consumer preferences, adoption of new technologies/platforms, and more.

 These kinds of changes typically favor the most
innovative and better capitalized businesses that are able to maintain their competitive edge by keeping up with the times and giving
the customers what they want.

 Technological advances in the delivery and types
of e-sports competition, as well as changes in consumer behavior related to these new technologies, have and may continue to lower our
sales.

 Technological advances in the tools that
facilitate an e-sports competition, as well as changes in consumer behavior related to these new technologies, have and may continue to
lower our sales.

 As our competitors implement more tools that can
better deliver and facilitate high quality e-sports experiences, our customers may no longer choose to perform their business with us,
thereby negatively impacting our sales and business performance.

 If we fail to keep pace with changing industry
technology and consumer preferences, we will be at a competitive disadvantage.

 The interactive entertainment industry is characterized
by swiftly changing technology, evolving industry standards, frequent new and enhanced product introductions, rapidly changing consumer
preferences and product obsolescence.

 Games, and by association e-sports, are now played
on a wide variety of mediums, including mobile phones, tablets, social networking websites, and more. This is especially true when it
comes to the great exodus of serious gamers from the more traditional PC and console gaming to the newer mobile devices.

 In order to continue to compete effectively in
the e-sports industry, we need to respond effectively to these changes and understand their impact on our customers' preferences.
However, it may take significant time and resources to respond to these technological changes and the resulting effects on consumer behavior.
Our business and results of operations may be negatively impacted if we fail to keep pace with these changes.

 As a seller of certain consumer products,
we are subject to various federal, state, local, and international laws, regulations, and statutes.

 While we take steps to comply with these laws,
there can be no assurance that we will be in total compliance, and failure to comply with these laws could result in litigation, regulatory
action and penalties which could have a negative impact on our business, financial condition, and results of operations. In addition,
our partners and stakeholders might not adhere to the necessary policies, rendering our business susceptible to legal lawsuits which can
severely impact our profitability.

 Failure to attract and retain executive
officers and other key personnel could materially adversely affect our financial performance.

 Our success depends upon our ability to attract,
motivate, and retain a highly trained and engaged workforce, including key executives, management and skilled merchandising, marketing,
financial, and administrative personnel. In addition, the turnover rate in the industry is relatively high, and there is an ongoing need
to recruit and train new employees.

 Factors that affect our ability to maintain sufficient
numbers of qualified employees include employee morale, our reputation, unemployment rates, competition from other employers and our ability
to offer appropriate compensation packages. Our inability to recruit a sufficient number of qualified individuals or our failure to retain
key executive officers and other employees in the future may have a negative impact on our business and results of operations.

 The market price of our common stock is
volatile and may continue to fluctuate significantly, which could result in substantial losses for stockholders.

 The market price of our common stock has been,
and may continue to be, subject to significant fluctuations. Among the factors that may cause the market price of our common stock to
fluctuate are the risks described in this "Risk Factors" section and other factors, including:

 fluctuations in our operating results or the operating results of our competitors;

 changes in estimates of our financial results or recommendations by securities analysts;

 variance in our financial performance from the expectations of securities analysts;

 changes in the estimates of the future size and growth rate of our markets;

 changes in accounting principles or changes in interpretations of existing principles, which could affect our financial results;

 conditions and trends in the markets we currently serve or which we intend to target with our product candidates;

 changes in general economic, industry and market conditions;

 the impact of the COVID-19 impact, including the magnitude, severity, duration, and uncertainty of the downturn in the domestic and global economies and financial markets;

 success of competitive products and services;

 changes in market valuations or earnings of our competitors;

 announcements of significant new products, contracts, acquisitions or strategic alliances by us or our competitors;

 our continuing ability to list our securities on an established market or exchange;

 the timing and outcome of regulatory reviews and approvals of our products;

 the commencement or outcome of litigation involving our company, our general industry or both;

 changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;

 actual or expected sales of our common stock by the holders of our common stock; and

 the trading volume of our common stock.

 In addition, the financial markets may experience
a loss of investor confidence or otherwise experience continued volatility and deterioration due to the COVID-19 pandemic. A loss of investor
confidence may result in extreme price and volume fluctuations in our common stock that are unrelated or disproportionate to the operating
performance of our business, our financial condition, or results of operations, which may materially harm the market price of our common
stock and result in substantial losses for stockholders.

 Future sales of our common stock could cause
dilution, and the sale of such common stock, or the perception that such sales may occur, could cause the price of our stock to decline.

 Sales of additional shares of our common stock,
as well as securities convertible into or exercisable for common stock, could result in substantial dilution to our stockholders and cause
the market price of our common stock to decline. An aggregate of 151,096,262 shares of common stock were outstanding as of August 4, 2023.
There are no outstanding options or warrants to purchase shares of our common stock. A substantial majority of the outstanding shares
of our common stock are freely tradable without restriction or further registration under the Securities Act.

 We may sell additional shares of common stock,
as well as securities convertible into or exercisable for common stock, in subsequent public or private offerings. We may also issue additional
shares of common stock, as well as securities convertible into or exercisable for common stock, to finance future acquisitions. We will
need to raise additional capital in order to initiate or complete additional development activities for all of our product candidates,
or to pursue additional disease indications for our product candidates, and this may require us to issue a substantial amount of securities
(including common stock as well as securities convertible into or exercisable for common stock). There can be no assurance that our capital
raising efforts will be able to attract the capital needed to execute on our business plan and sustain our operations. Moreover, we cannot
predict the size of future issuances of our common stock, as well as securities convertible into or exercisable for common stock, or the
effect, if any, that future issuances and sales of our securities will have on the market price of our common stock. Sales of substantial
amounts of our common stock, as well as securities convertible into or exercisable for common stock, including shares issued in connection
with an acquisition or securing funds to complete any clinical trial plans, or the perception that such sales could occur, may result
in substantial dilution and may adversely affect prevailing market prices for our common stock.

 Regulation of penny stocks.

 The SEC has adopted a number of rules to regulate
"penny stocks." Because the securities of the Company may constitute "penny stocks" within the meaning of the rules
(as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, other
than a security registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume
information with respect to transactions in that security are provided by the exchange or system), the rules would apply to the Company
and to its securities. The SEC has adopted Rule 15g-9 which established sales practice requirements for certain low-price securities.
Unless the transaction is exempt, it shall be unlawful for a broker or dealer to sell a penny stock to, or to effect the purchase of a
penny stock by, any person unless prior to the transaction: (i) the broker or dealer has approved the person's account for transactions
in penny stock pursuant to this rule and (ii) the broker or dealer has received from the person a written agreement to the transaction
setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person's account for transactions in
penny stock, the broker or dealer must: (a) obtain from the person information concerning the person's financial situation, investment
experience, and investment objectives; (b) reasonably determine that transactions in penny stock are suitable for that person, and that
the person has sufficient knowledge and experience in financial matters that the person reasonably may be expected to be capable of evaluating
the risks of transactions in penny stock; (c) deliver to the person a written statement setting forth the basis on which the broker or
dealer made the determination (i) stating in a highlighted format that it is unlawful for the broker or dealer to affect a transaction
in penny stock unless the broker or dealer has received, prior to the transaction, a written agreement to the transaction from the person;
and (ii) stating in a highlighted format immediately preceding the customer signature line that (A) the broker or dealer is required to
provide the person with the written statement and (B) the person should not sign and return the written statement to the broker or dealer
if it does not accurately reflect the person's financial situation, investment experience, and investment objectives; and (d) receive
from the person a manually signed and dated copy of the written statement.

 It is also required that disclosure be made as
to the risks of investing in penny stock and the commissions payable to the broker-dealer, as well as current price quotations and the
remedies and rights available in cases of fraud in penny stock transactions. Statements, on a monthly basis, must be sent to the investor
listing recent prices for the "penny stock" and information on the limited market. Shareholders should be aware that, according
to SEC Release No. 34- 29093, the market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns
include: (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii)
manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) "boiler
room" practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive
and undisclosed bid ask differential and markups by selling brokerdealers; and (v) the wholesale dumping of the same securities by promoters
and broker dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices
and with consequent investor losses. The Company's management is aware of the abuses that have occurred historically in the penny stock
market. Although the Company does not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate
in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established
with respect to the Company's securities.

 ITEM 1B – UNRESOLVED STAFF COMMENTS

 This Item is not applicable to us as we are not
an accelerated filer, a large accelerated filer, or a well-seasoned issuer; however, we have not received written comments from the Commission
staff regarding our periodic or current reports under the Securities Exchange Act of 1934 within the last 180 days before the end of our
last fiscal year.

 Item
1C – Cybersecurity

 CYBERSECURITY

 Leet Technology Inc. recognized the importance of implementing and
maintaining strong cybersecurity protocols to safeguard our information systems. This commitment is aimed at ensuring the confidentiality,
integrity, and accessibility of our data.

 We have engaged a range of external experts including consultants and
cybersecurity assessors, who assist us in evaluating and testing our cybersecurity systems and processes. These engagements are intended
to give us access to specialized knowledge and to inform our cybersecurity processes including industry-standard control frameworks and
applicable regulations, laws, and standards. Prior to entering into any agreements with third-party providers, comprehensive security
assessments will be conducted, accompanied by continuous monitoring to verify adherence to our cybersecurity criteria. This involves quarterly
evaluations conducted by our management team and ongoing assessments by our team. Such measures are planned to mitigate the threats of
data breaches or other security breaches stemming from third-party service provider.

 We have not encountered cybersecurity issues that have significantly
impacted our operational performance or financial status.

 Our Board of Directors fully aware of the importance of cybersecurity. Furthermore, Board of Directors responsible for supervising data privacy and cybersecurity risks. They routinely examine the Company's
cybersecurity initiatives with management, assessing the sufficiency of controls and security measures for our information technology
systems.

 ITEM 2 – PROPERTIES

 On August 1, 2017, the Company's subsidiary,
Leet Entertainment Sdn Bhd became a party to a Tenancy Agreement for the registered property of 502, 5th Floor, Menara Mutiara Majestic,
No. 15, Jalan Othman 46000 Petaling Jaya, Selangor, Malaysia. On November 1, 2021, the Company became a party to a Tenancy Agreement for
the registered property of 503, 5th Floor, Menara Mutiara Majestic, No. 15, Jalan Othman 46000 Petaling Jaya, Selangor, Malaysia.

 The Company also utilizes space on a rent-free
basis in the office located at Unite 805, 8 th Floor, Menara Mutiara Majestic, Jalan Othman, Petaling Jaya 46000, Selangor,
Malaysia which owns by Mr. Dai, Song, the director of the Company. The fair market value of the rent is RM1,500 per month. This arrangement
is expected to continue until the foreseeable future.

 ITEM 3 – LEGAL PROCEEDINGS

 We may from time to time be subject to legal and
administrative proceedings and claims that arise in the ordinary course of business. We are currently involved in one legal proceeding
in the Philippines at the National Labor Relations Commission (NLRC). On July 04 2024, the NLRC rendered its decision partially against
the Company. On January 14, 2025, the NLRC ordered a writ of execution to be issued against the Company. We do not believe that any claims
exist where the outcome of such matters would have a material adverse effect on our operations and such legal proceedings will not have
a material impact on future results.

 ITEM 4 – MINE SAFETY DISCLOSURES

 Not applicable.

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

 Market Information

 Our common stock is currently quoted on the OTC
Pink-tier of OTC Markets under the symbol "LTES." We were initially listed on June 30, 2015. The following table sets forth
the high and low bid information for each quarter within the fiscal years ended December 31, 2023 and 2024, as best we could estimate
from publicly-available information. The information reflects prices between dealers, and does not include retail markup, markdown, or
commission, and may not represent actual transactions.

 Fiscal Year
 Ended

 Bid Prices

 Period

 High

 Low

 2023

 First Quarter

 $
 0.08

 $
 0.05

 Second Quarter

 $
 0.07

 $
 0.06

 Third Quarter

 $
 0.07

 $
 0.02

 Fourth Quarter

 $
 0.02

 $
 0.0001

 2024

 First Quarter

 $
 0.003

 $
 0.0002

 Second Quarter

 $
 0.05

 $
 0.001

 Third Quarter

 $
 0.05

 $
 0.05

 Fourth Quarter

 $
 0.05

 $
 0.01

 The Securities Enforcement and Penny Stock Reform
Act of 1990 requires additional disclosure relating to the market for penny stocks in connection with trades in any stock defined as a
penny stock. The Commission has adopted regulations that generally define a penny stock to be any equity security that has a market price
of less than $5.00 per share, subject to a few exceptions which we do not meet. Unless an exception is available, the regulations require
the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks
associated therewith.

 On July 29, 2021, we adopted a 2021 Stock Incentive
Plan for Employees and Consultants (2021 ESIP) where we filed an S-8 registration statement with the Securities and Exchange Commission
registering 5,000,000 shares of common stock that were approved to be awarded under the 2021 ESIP. Pursuant to the 2021 ESIP, a total
of 3,095,000 shares were issued to 4 of its consultants.

 On June 14, 2022, we adopted a 2022 Stock Incentive
Plan for Employee and Consultants (2022 ESIP) where we filed an S-8 registration statement with the Securities and Exchange Commission
registering 7,000,000 shares of common stock that were approved to be awarded under the 2022 ESIP. On June 30, 2022, the Company issued
a total of 7,000,000 shares of its Common Stock to 4 of its employees and consultants.

 Holders

 As of December 31, 2024, and 2023, there were
20,000,000 shares of our preferred stock authorized, with 1,000,000 shares being Series A Preferred Stock issued and outstanding. Our
Series A Preferred Stock has One Million (1,000,000) shares issued and the following rights: (i) no dividend rights; (ii) no liquidation
preference over our common stock; (iii) no conversion rights; (iv) no redemption rights; (v) no call rights; (vi) each share of Series
A Convertible Preferred stock will have one hundred (100) votes on all matters validly brought to our common stockholders. December 31,
2024 and 2023, all 1,000,000 shares of Series A Preferred Stock were held by Mr. Song Dai.

 As of December 31, 2024, and 2023, there were
10,000,000 shares of our Series B Convertible Preferred Stock authorized and the total number of Series B preferred shares issued and
outstanding was 5,898,256. Our Series B Convertible Preferred Stock have the following preferences: (i) dividend rights in pari passu
with the Company's common stock on an as converted basis, (ii) liquidation preference over the Company's common stock, (iii)
conversion rights of 10 shares of common stock for each share of Series B Convertible Preferred Stock converted, (iv) no redemption rights,
(v) no call rights, (vi) each share of Series B Convertible Preferred Stock will have 1,000 votes on all matters validly brought to the
Company's common stock holders.

 As of December 31, 2023, there were 151,096,262
shares of our common stock outstanding held by 144 holders of record and numerous shares held in brokerage accounts.

 As of December 31, 2024, there were 151,096,262
shares of our common stock outstanding held by 138 holders of record and numerous shares held in brokerage accounts.

 Dividends

 There have been no cash dividends declared on
our common stock, and we do not anticipate paying cash dividends in the foreseeable future. Dividends are declared at the sole discretion
of our Board of Directors.

 Securities Authorized for Issuance Under Equity
Compensation Plans

 On July 29, 2021, we adopted a 2021 Stock Incentive
Plan for Employees and Consultants (2021 ESIP) where we filed an S-8 registration statement with the Securities and Exchange Commission
registering 5,000,000 shares of common stock that were approved to be awarded under the 2021 ESIP. Pursuant to the 2021 ESIP, a total
of 3,095,000 shares were issued to 4 of its employees and consultants.

 On June 14, 2022, we adopted a 2022 Stock Incentive
Plan for Employee and Consultants (2022 ESIP) where we filed an S-8 registration statement with the Securities and Exchange Commission
registering 7,000,000 shares of common stock that were approved to be awarded under the 2022 ESIP. On June 30, 2022, the Company issued
a total of 7,000,000 shares of its Common Stock to 4 of its employees and consultants.

 Recent Issuance of Unregistered Securities

 On November 18, 2020, we entered into a Share
Exchange Agreement (SEA) with the shareholders of Leet Technology Limited. Pursuant to the SEA, we issued ten million (10,000,000) shares
of restricted common stock to nine (9) individuals in exchange for one hundred percent (100%) of the stock of Leet Technology Limited.
The shares were issued pursuant to Regulation S (Offshore Offers and Sales) of the Securities Act 1933.

 On April 28, 2021, we entered into a Letter Agreement
with Maxim Partners LLC. Pursuant to the Agreement, on August 23, 2021, we issued 1,403,973 shares of restricted common stock to Maxim
Partners LLC. The shares were issued pursuant to Section 4(a)(2) in conjunction with Rule 506(b) of the Securities Act 1933.

 On October 6, 2021, we entered into a Purchase
Agreement and a Registration Rights Agreement with Lincoln Park Capital Fund, LLC. As consideration for Lincoln Park's irrevocable
commitment to purchase shares of our common stock upon the terms of and subject to satisfaction of the conditions set forth in the Purchase
Agreement, the Company has issued 1,003,378 shares of restricted common stock. On February 13. 2023, the aggregate of 1,003,378 shares
of restricted common stock was returned for cancellation.

 On September 3, 2021, the Company issued an aggregate
of 7,000,000 shares of Common Stock pursuant to the terms of the 2021 Employee Stock Incentive Plan to its consultants. On June 30, 2022
Management recognized that the issuance was incorrect as it exceeded its mandate with the prior Form S-8 registration statement with respect
to the allowance of shares registered.

 To rectify the above, the Board of Directors approved
the 2022 Stock Incentive Plan for Employees and Consultants and filed Form S-8 on June 30, 2022, to register 7,000,000 shares of Common
Stock. On June 30, 2022, the Company issued 7,000,000 shares of its Common Stock to employees and consultants for services rendered and
proceeded to cancel the 7,000,000 shares of Common Stock that was incorrectly issued.

 On September 30, 2022, the Company issued an aggregate
of 5,898,256 shares of Series B Convertible Preferred Stock to Porta Capital Limited, Bru Haas (B)
Sdn Bhd, Bru Haas Sdn Bhd, Clicque Technology Sdn Bhd, Tilla Network Limited and Porta Network Inc., the Company's related parties
(individually as the "Related Party," and collectively as the "Related Parties") pursuant to certain Debt Conversion
Agreements, each dated September 30, 2022 (the "Debt Conversion Agreement"), between the Related Parties and the Company.

 If our stock is listed on an exchange, we will
be subject to the Securities Enforcement and Penny Stock Reform Act of 1990 requires additional disclosure relating to the market for
penny stocks in connection with trades in any stock defined as a penny stock. The Commission has adopted regulations that generally define
a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to a few exceptions which we do
not meet. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of
a disclosure schedule explaining the penny stock market and the risks associated therewith.

 ITEM 6 – SELECTED FINANCIAL DATA

 As a smaller reporting company, we are not required
to provide the information required by this Item.

 ITEM 7 – MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

 Disclaimer Regarding Forward Looking Statements

 In this document we make
a number of statements, referred to as "forward-looking statements", that are intended to convey our expectations or predictions
regarding the occurrence of possible future events or the existence of trends and factors that may impact our future plans and operating
results. The safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995 does not apply
to us. We note, however, that these forward-looking statements are derived, in part, from various assumptions and analyses we have made
in the context of our current business plan and information currently available to us and in light of our experience and perceptions of
historical trends, current conditions and expected future developments and other factors we believe to be appropriate in the circumstances.
You can generally identify forward-looking statements through words and phrases such as "seek," "anticipate,"
"believe," "estimate," "expect," "intend," "plan," "budget," "project,"
"may be," "may continue," "may likely result," and similar expressions. When reading any forward looking-statement
you should remain mindful that all forward-looking statements are inherently uncertain as they are based on current expectations and assumptions
concerning future events or future performance of our company, and that actual results or developments may vary substantially from those
expected as expressed in or implied by that statement for a number of reasons or factors, including those relating to:

 whether or not markets for our products develop and, if they do develop, the pace at which they develop;

 our ability to attract and retain the qualified personnel to implement our growth strategies;

 our ability to fund our short-term and long-term operating needs;

 changes in our business plan and corporate strategies; and

 other risks and uncertainties discussed in greater detail in the sections of this document.

 Each forward-looking
statement should be read in context with, and with an understanding of, the various other disclosures concerning our company and our business
made elsewhere in this document as well as other public reports filed with the Securities and Exchange Commission. You should not place
undue reliance on any forward-looking statement as a prediction of actual results or developments. We are not obligated to update or revise
any forward-looking statement contained in this document to reflect new events or circumstances unless and to the extent required by applicable
law.

 Company Overview

 The following discussion should be read in conjunction
with the consolidated financial statements and the notes thereto, which are set forth in Item 1 of this report.

 The Company operates within the Esports industry
and derives revenue from esports tournament management and team services. The Company offers tournament management services to their customers,
whereby they are engaged to provide the service of managing and hosting a tournament of the customer's choice. The Company provides
the required manpower and skills to host and manage an esports tournament on their own Matchroom.net platform or on the platform of the
customer. Apart from hosting the tournaments of other customers, the Company also hosts and managed their own internally held tournaments.
The Company will obtain sponsorship agreements with other third-party entities whereby the Company commits to deliver certain sponsor
and promotional services in exchange for consideration.

 Going concern

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

 The Company has suffered from a working capital
deficit and accumulated deficit of $4,121,517 and $12,706,094 at December 31, 2024, respectively. The Company incurred a net loss
of $894 during the year ended December 31, 2024. The Company believes that its current level of cash is not sufficient to fund its operations
and obligations without additional financing.

 The continuation of the Company as a going concern
through the next twelve months is dependent upon the continued financial support from its stockholders and related parties. 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 for one year from the date of the filing of the financial statements.

 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.

 Overview and Outlook

 The following comparative analysis on results
of operations was based primarily on the comparative audited consolidated financial statements, footnotes and related information for
the periods identified below and should be read in conjunction with the consolidated financial statements and the notes to those statements
that are included elsewhere in this report.

 Year ended December 31, 2024 compared to the year ended December
31, 2023

 2024

 2023

 $

 $

 (573,932
)

 (643,316
)

 Gross profit (loss)

 141,356

 (325,903
)

 Operating expenses:

 Research and development

 (35,985
)

 26,373

 General and administrative

 (473,155
)

 (1,193,173
)

 Total operating expenses

 (509,140
)

 (1,166,800
)

 Other income (expense):

 Cybersecurity service income

 66,930

 Foreign exchange gain

 1,556

 64,948

 Loss on early redemption of convertible promissory note

 –

 (28,340
)

 Impairment of other receivable

 –

 (1,301
)

 Interest expense

 –

 (5,546
)

 Written off of accounts receivable

 –

 (32,035
)

 Sundry income

 365,254

 44,600

 366,911

 109,256

 Loss before income taxes

 (873
)

 (1,383,447
)

 Income tax expense

 (21
)

 –

 NET LOSS

 $
 (894
)

 $
 (1,383,447
)

 During the years ended December 31, 2024 and 2023,
the following customers accounted for 10% or more of our total net revenues:

 Year ended December 31, 2024

2024

 Customers

 of revenues

 Accounts
 receivable

 Customer A

 $
 700,884

 98%

 $
 –

 $
 700,884

 98%

 $
 –

 Year ended December 31, 2023

2023

 Customers

 of revenues

 Accounts
 receivable

 Customer A

 $
 289,368

 91%

 $
 11,768

 $
 289,368

 91%

 $
 11,768

 During the years ended December 31, 2024 and 2023,
the following suppliers accounted for 10% or more of the Company's cost of revenue:

 Year ended December 31, 2024

2024

 Suppliers

 Cost of revenues

of cost of revenues

 Balance outstanding

 Supplier A

 $

 113,951

 20%

 $

 1,068,099

 Supplier B

 $

 455,528

 79%

 $

 1,695,698

 $

 569,479

 99%

 $

 2,763,797

 Year ended December 31, 2023

2023

 Suppliers

 Cost of revenues

of cost of revenues

 Balance outstanding

 Supplier A

 $

 113,774

 18%

 $

 797,932

 Supplier B

 $

 511,636

 80%

 $

 1,083,511

 $

 625,410

 98%

 $

 1,881,443

 All of our major customers are located in Malaysia,
India, Cambodia, and Philippines.

 Revenue increased by 125.3% to $715,288 for the
year ended December 31, 2024, from $317,413 for the year ended December 31, 2023. The increase in revenue is mainly attributed by our
white label project entered with Smart Communications, Inc., a large telecommunication provider in the Philippines and revenue of matchroom
Mini-app solutions.

 Cost of revenue decreased by 10.8% to $573,932
for the year ended December 31, 2024, from $643,316 for the year ended December 31, 2023. The decrease in cost of revenue is due to the
decrease in rental of platform server cost, network bandwidth expenses, direct labor costs.

 General and administrative expenses decreased
by 60.3% to $473,155 for the year ended December 31, 2024, from $1,193,173 for the year ended December 31, 2023. The decrease in general
and administrative expenses is mainly attributable from the decrease in exhibition expenses, legal and professional fees, consultancy
fees and staff salaries and wages.

 Net loss decreased 99.9% to $894 for the year
ended December 31, 2024, from $1,383,447 for the year ended December 31, 2023. The decrease in net loss is mainly attributed by the increase
in revenue, decrease in general and administrative expenses and cost of revenue.

 Liquidity and Capital Resources

 As of December 31, 2024, we had cash and cash
equivalents of $33,248, accounts receivable of $5,357 and deposit and other receivables of $3,365. Such cash amounts and other sources
of liquidity were not sufficient to support our operations in the next twelve months. 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 its operations. In the absence of such financing, our business will likely fail.

 Years Ended December 31,

 2024

 2023

 Net cash used in operating activities

 $
 (568,370
)

 $
 (1,316,149
)

 Net cash used in investing activities

 $
 –

 $
 (1,953
)

 Net cash provided by financing activities

 $
 605,518

 $
 1,400,914

 Net Cash Used In Operating Activities

 For the year ended December 31, 2024, net cash
used in operating activities was $568,370, which consisted primarily of a net loss of $873, a increase in accounts receivable of $11,687,
a decrease in accrued liabilities and other payables of $66,054, a decrease in account payables of $60,551, a decrease in accrued compensation
of $155,146, a decrease in deferred revenue of $315,011 and offset by depreciation on plant and equipment of $29,157 and a decrease in
deposit and other receivables of $11,816.

 For the year ended December 31, 2023, net cash
used in operating activities was $1,316,149, which consisted primarily of a net loss of $1,383,447, a decrease in accounts receivable
of $28,178, an increase in deposit and other receivables of $3,826, an increase in accrued liabilities and other payables of $347,189,
a decrease in account payables of $451,784 and offset by depreciation on plant and equipment of $36,755, amortization of debt discount
of $2,525, non-cash financing cost of $3,020, written off of accounts receivable of $32,034, loss on early redemption of convertible promissory
note of $28,340, impairment of other receivable of $1,301, a decrease in accrued compensation payable to officers and directors of $10,613,
and an increase in deferred revenue of $54,177.

 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.

 Net Cash Used In Investing Activities

 For the year ended December 31, 2024, no net cash
was generated from investing activities.

 For the year ended December 31, 2023, net cash
used in investing activities was $1,953, which consisted primarily of net cash outflow from purchase of plant and equipment.

 Net Cash Provided By Financing Activities

 For the year ended December 31, 2024, net cash
generated from financing activities was $605,518 consisting primarily of advances from related parties of $475,381 and advance from directors
of $130,137.

 For the year ended December 31, 2023, net cash
generated from financing activities was $1,400,914 consisting primarily of advances from related parties and repayment of convertible
promissory note.

 Off-Balance Sheet Arrangements

 We have not entered into any financial guarantees
or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered into any derivative contracts
that are indexed to our own shares and classified as shareholders' equity, or that are not reflected in our consolidated financial
statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves
as credit, liquidity, or market risk support to such entity. Moreover, we do not have any variable interest in an unconsolidated entity
that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services
with us.

 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 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 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 financial statements.

 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 sheets and revenues
and expenses during the periods reported. Actual results may differ from these estimates.

 Revenue recognition

 The revenue of the Company is currently generated
from the provision of white label solutions and esports event management and team services. The Company recognizes revenue in accordance
with Accounting Standards Codification ("ASC") Topic 606 – Revenue from Contracts with Customers ("ASC
606") when control of a product or service is transferred to a customer.

 Under ASC 606, a performance obligation is a promise
within a contract to transfer a distinct good or service, or a series of distinct goods and services, to a customer. Revenue is recognized
when performance obligations are satisfied and the customer obtains control of promised goods or services. The amount of revenue recognized
reflects the consideration to which the Company expects to be entitled to receive in exchange for goods or services. Under the standard,
a contract's transaction price is allocated to each distinct performance obligation. To determine revenue recognition for arrangements
that the Company determines are within the scope of ASC 606, the Company performs the following five steps:

 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.

 White Label Solutions Revenue

 The Company derives revenue from the provision
of white label solutions. The Company offers white-label, contracted licensed, solutions primarily to their information & communications
technology ("ICT") partners. The Company engages its ICT partners to utilize its Matchroom.net Platform. For customers who
have their own platforms and apps being used, the Company will customize the design of Matchroom.net to meet the customer's need
and integrate, a customized solution into the customer's system. The Matchroom.net platform and software solution is customizable
to the specific needs of each customer and can be integrated across multiple platforms. On average it takes the Company three months to
complete the customization of the platform for a customers use.

 The Company's typical arrangement involves
customizing the Matchroom.net platform solution, which requires technical programming support to build out the platform to its customers
specifications. As a result, in analyzing the performance obligations being provided to the customer the Company considers the software
license and customization services as a single performance obligation as required by ASC 606. In carrying out the services under these
arrangements, the Company is often provided with upfront payment, which is deferred and recognized into revenue over the duration of the
contract.

 Esports Tournament Management and Team Services

 The Company derives revenue from esports tournament
management and team services. The Company offers tournament management services to their customers, whereby they are engaged to provide
the service of managing and hosting a tournament of the customer's choice. The Company provides the required manpower and skills
to host and manage an esports tournament on their own Matchroom.net platform or on the platform of the customer. The hosting and management
of these tournaments on behalf of the customer is deemed to be one performance obligation and is met over the period of performance in
which the tournament is held.

 The amount to be recognized as revenue equals
the predetermined event management fee as per the agreement in place between the Company and the customer. The Company fulfils its performance
obligation through the execution and completion of hosting the tournament, over the period of performance that being the multi-day tournament.
The amount per the contract is based on the needs of the customer and the required level of manpower or skills needed for the relevant
tournament.

 Apart from hosting the tournaments of other customers,
the Company also hosts and managed their own internally held tournaments. The Company will obtain sponsorship agreements with other third-party
entities whereby the Company commits to deliver certain sponsor and promotional services in exchange for consideration. Upon completion
of the tournament, a work completion report will be generated and communicated to the customer. Revenue will be recorded pro rata throughout
the duration of the tournament. The Company invoices its promotional partners based on the contracted services within the agreement.

 Stock based compensation

 The Company accounts for non-employee stock-based
compensation in accordance with the guidance of FASB ASC Topic 718, Compensation—Stock Compensation, which requires all share-based
payments to non-employees to be recognized in the financial statements based on their fair values. The fair value of the equity instrument
is charged directly to compensation expense and credited to additional paid-in capital.

 Income taxes

 Income taxes are determined in accordance with
the provisions of ASC Topic 740, Income Taxes ("ASC 740"). Under this method, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected
to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred
tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 ASC 740 prescribes a comprehensive model for how
companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to
be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely
than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be
measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the
tax authority assuming full knowledge of the position and relevant facts.

 For the years ended December 31, 2024 and 2023,
the Company did not have any interest and penalties associated with uncertain tax positions. As of December 31, 2024 and 2023, the Company
did not have any significant unrecognized uncertain tax positions.

 The Company is subject to tax in local and foreign
jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by the relevant tax
authorities.

 Recent accounting pronouncement

 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.

 For a description of recent accounting pronouncements,
see Note 3 of the notes to our consolidated financial statements for the year ended December 31, 2024, included elsewhere in this Report.

 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 (PCAOB ID 6723)

 Report of Independent Registered Public Accounting Firm (PCAOB ID 6723)

 F-

 Consolidated Balance Sheets as of December 31, 2024 and 2023

 Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2024 and 2023

 Consolidated Statements of Changes in Stockholders' Deficit for the Years Ended December 31, 2024 and 2023

 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023

 Notes to Consolidated Financial Statements

 F-8 – F-23

 F- 1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 The Board of Directors and Stockholders of

 Leet Technology Inc.

 805, 8th Floor

 Menara Mutiara Majestic, Jalan Othman

 46000 Petaling Jaya, Selangor

 Opinion on the Financial Statements

 We have audited the accompanying consolidated
balance sheets of Leet Technology Inc. (the 'Company') as of December 31, 2024, and the related consolidated statements of
operations and comprehensive loss, changes in stockholders' equity, and cash flows for the year ended of December 31, 2024, and
the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present
fairly, in all material respects, the 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.

 Substantial Doubt About the Entity's
Ability to Continue as a Going Concern

 The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, for the year
ended December 31, 2024, the Company had working capital deficit of $4,121,517 and accumulated deficit of $12,706,094. The Company incurred
a net loss of $894 during the year ended December 31, 2024. These conditions raise substantial doubt about the Company's ability
to continue as a going concern. Management's plans in regards to these matters are also described in Note 2. The 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
audits. 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 audit 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 consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

 F- 2

 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 those charged with governance
and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgements. The communication of critical audit matters does not alter in any way of our opinion on the financial
statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical
audit matters or on the accounts or disclosure to which they relate.

 Revenue and deferred revenue recognition

 Revenue and deferred revenue recognition are key
aspects of the financial statements, and during our audit for the financial year ended December 31, 2024, we identified several critical
audit matters related to revenue and deferred revenue recognition. These matters require significant judgement involved in recognizing
revenue and deferred revenue under contractual agreements.

 Our audit procedure in this area among others
to test the completeness, accuracy, and occurrence of revenue included the following:

 a)

 Identified the performance obligations in contractual agreements;

 b)

 Assessed and evaluated the degree of control of the Company has over the goods and services and the point at which control is transferred to the customer;

 c)

 Determined, allocated and assessed the recognition of transaction price;

 d)

 Reviewing the application of revenue recognition criteria, including satisfactory of performance obligations and transfer of risk and rewards;

 e)

 Evaluating the completeness and adequacy of disclosures related to revenue recognition; and

 f)

 Inquiry management to understand their judgements, assumptions and policies related to revenue recognition.

 Recoverability and impairment of financial
assets

 The Company's trade receivables amounted
to $5,357 as at December 31, 2024, represents approximately 2.0% of the Company's total asset.

 We focus and assess the recoverability of the
financial assets involved judgements and estimation uncertainty in analyzing historical trend of payment, indicators of expected credit
losses (ECL) and customer payment terms. Auditing financial assets is an essential component of the financial audit process.

 Our audit procedures in this area among others
to test the valuation of financial assets included the following:

 a)

 Obtained debtor confirmation requests to the Company's customers to confirm the balances of their outstanding receivables;

 b)

 Reviewed ageing analysis of receivables and testing the reliability thereof;

 c)

 Reviewed subsequent collections for major trade receivables and overdue amount; and

 d)

 Inquired management regarding the action plans to recover overdue amounts.

 JP CENTURION & PARTNERS PLT

 We have served as the Company's auditor since 2024.

 Kuala Lumpur, Malaysia

 March 31, 2025

 PCAOB ID: 6723

 F- 3

 CONSOLIDATED BALANCE SHEETS

 As of December 31,

 2024

 2023

 ASSETS

 Current assets:

 Cash

 $
 33,248

 $
 16,580

 Accounts receivable

 5,357

 16,781

 Amounts due from related parties

 168,416

 –

 Deposits and other receivables

 3,365

 15,036

 Total current assets

 210,386

 48,397

 Non-current asset:

 Plant and equipment, net

 56,448

 83,932

 Total non-current asset

 56,448

 83,932

 TOTAL ASSETS

 $

 $

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 Current liabilities:

 Accounts payable

 $
 –

 $
 60,378

 Accrued liabilities and other payables

 685,185

 736,212

 Accrued compensation payable to officers and directors

 166,570

 316,471

 Contract liability

 –

 313,616

 Amounts due to related parties

 3,480,148

 2,629,435

 Total current liabilities

 4,331,903

 4,056,112

 TOTAL LIABILITIES

 4,331,903

 4,056,112

 Commitments and contingencies

 –

 –

 MEZZANINE EQUITY

 Series B Convertible Preferred Stock, 10,000,000 shares authorized, $ 0.0001 par value, 5,898,256 shares issued and outstanding as of December 31, 2024 and 2023 respectively

 6,039,813

 5,662,325

 STOCKHOLDERS' DEFICIT

 Preferred stock, 20,000,000 shares authorized, $ 0.0001 par value: Series A, 1,000,000 authorized, issued and outstanding

 Common stock, $ 0.0001 par value; 10,000,000,000 shares authorized; 151,096,262 and 151,096,262 shares issued and outstanding as of December 31, 2024 and 2023, respectively

 15,110

 15,110

 Additional paid-in capital

 2,773,081

 2,773,081

 Accumulated other comprehensive loss

 ( 173,365
)

 ( 32,074
)

 Accumulated losses

 ( 12,706,094
)

 ( 12,334,229
)

 Total stockholders' deficit attributable to the Company

 ( 10,091,168
)

 ( 9,578,012
)

 Non-controlling interest

 ( 13,714
)

 ( 8,096
)

 Total stockholders' deficit

 ( 10,104,882
)

 ( 9,586,108
)

 TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 $

 $

 The accompanying notes are an integral part of
these consolidated financial statements.

 F- 4

 CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
LOSS

 2024

 2023

 $

 $

 Cost of revenue (includes related party expenses, $ 569,720 and $ 625,429 in 2024 and 2023)

 ( 573,932
)

)

 Gross profit (loss)

 141,356

 ( 325,903
)

 Operating expenses:

 Research and development (includes related party expenses, $ 35,985 and $ 35,929 in 2024 and 2023)

 ( 35,985
)

 26,373

 General and administrative expenses (includes related party expenses, $ nil and $ 144,816 in 2024 and 2023)

 ( 473,155
)

 ( 1,193,173
)

 Total operating expenses

 ( 509,140
)

 ( 1,166,800
)

 Loss from operations

 ( 367,784
)

 ( 1,492,703
)

 Other income (expense):

 Cybersecurity service income

 66,930

 Foreign exchange gain

 1,556

 64,948

 Loss on early redemption of convertible promissory note

 –

 ( 28,340
)

 Impairment of other receivable

 –

 ( 1,301
)

 Interest expenses

 –

 ( 5,546
)

 Written off of accounts receivable

 –

 ( 32,035
)

 Sundry income (includes related party income, $ 365,254 and $ nil in 2024 and 2023)

 365,254

 44,600

 Total other income

 366,911

 109,256

 LOSS BEFORE INCOME TAXES

 ( 873
)

)

 Income tax expense

 ( 21
)

 –

 NET LOSS

 ( 894
)

)

 NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST

 ( 6,517
)

 ( 4,901
)

 NET GAIN (LOSS) ATTRIBUTABLE TO THE COMPANY

 5,623

 ( 1,378,546
)

 Other comprehensive loss:

 Foreign currency translation loss

 ( 140,392
)

 ( 17,801
)

 COMPREHENSIVE LOSS ATTRIBUTABLE TO NON-CONTROLLING INTEREST

 ( 5,618
)

 ( 4,649
)

 COMPREHENSIVE LOSS ATTRIBUTABLE TO THE COMPANY

 ( 135,668
)

 ( 1,396,599
)

 COMPREHENSIVE LOSS

 ( 141,286
)

 ( 1,401,248
)

 Basic and diluted loss per common share

 $
 ( 0.00
)

 $
 ( 0.01
)

 Weighted average number of common shares outstanding, basic and diluted

 151,096,262

 150,877,491

 The accompanying notes are an integral part of
these consolidated financial statements.

 F- 5

 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
DEFICIT

 Series A Preferred stock

 Common stock

 Stock to be cancelled

 Additional

 Accumulated other

 Non-

 Total

 paid-in

 comprehensive

 Accumulated

 controlling

 stockholders'

 shares

 Amount

 shares

 Amount

 shares

 Amount

 capital

 loss

 losses

 interests

 deficit

 Balance as of December 31, 2022

 $

 152,899,640

 $
 15,290

 1,003,378

 $
 ( 100
)

 $
 2,773,001

 $
 ( 14,021
)

 $
 ( 10,578,195
)

 $
 ( 3,447
)

 $
 ( 7,807,372
)

 Dividend

 –

 –

 –

 –

 –

 –

 –

 –

 ( 377,488
)

 –

 ( 377,488
)

 Cancellation of shares

 –

 –

 ( 1,803,378
)

 ( 180
)

 ( 1,003,378
)

 –

 –

 –

 –

 Foreign currency translation adjustment

 –

 –

 –

 –

 –

 –

 –

 ( 18,053
)

 –

 ( 17,801
)

 Net loss for the year

 –

 –

 –

 –

 –

 –

 –

 –

 ( 1,378,546
)

 ( 4,901
)

)

 Balance as of December 31, 2023

 $

 151,096,262

 $
 15,110

 –

 $
 –

 $
 2,773,081

 $
 ( 32,074
)

 $
 ( 12,334,229
)

 $
 ( 8,096
)

 $
 ( 9,586,108
)

 Dividend

 –

 –

 –

 –

 –

 –

 –

 –

 ( 377,488
)

 –

 ( 377,488
)

 Foreign currency translation adjustment

 –

 –

 –

 –

 –

 –

 –

 ( 141,291
)

 –

 ( 140,392
)

 Net loss for the year

 –

 –

 –

 –

 –

 –

 –

 –

 5,623

 ( 6,517
)

 ( 894
)

 Balance as of December 31, 2024

 $

 151,096,262

 $
 15,110

 –

 $
 –

 $
 2,773,081

 $
 ( 173,365
)

 $
 ( 12,706,094
)

 $
 ( 13,714
)

 $
 ( 10,104,882
)

 The accompanying notes are an integral part of
these consolidated financial statements.

 F- 6

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 2024

 2023

 Cash flows from operating activities:

 Net loss

 $
 ( 873
)

 $
)

 Adjustments to reconcile net loss to net cash used in operating activities

 Depreciation on plant and equipment

 29,157

 36,755

 Impairment loss on other receivables

 –

 1,301

 Written off of accounts receivable

 –

 32,035

 Non-cash financing cost

 –

 5,546

 Loss on early redemption of convertible promissory note

 –

 28,340

 Changes in operating assets and liabilities:

 Accounts receivable

 ( 11,687
)

 28,178

 Deposits and other receivables

 11,816

 ( 3,826
)

 Accounts payable

 ( 60,551
)

 ( 451,784
)

 Accrued liabilities and other payables

 ( 66,054
)

 347,189

 Accrued compensation payable to officers and directors

 ( 155,146
)

 ( 10,613
)

 Contract liability

 ( 315,011
)

 54,177

 Cash used in operating activities

 ( 568,349
)

 ( 1,316,149
)

 Income tax paid

 ( 21
)

 –

 Net cash used in operating activities

 ( 568,370
)

 ( 1,316,149
)

 Cash flows from investing activity:

 Purchase of plant and equipment

 –

 ( 1,953
)

 Net cash used in investing activity

 –

 ( 1,953
)

 Cash flows from financing activities:

 (Repayment to) proceeds from a director

 130,137

 95,611

 Repayment of convertible promissory note

 –

 ( 113,300
)

 Proceeds from related parties

 475,381

 1,418,603

 Net cash provided by financing activities

 605,518

 1,400,914

 Effect of exchange rate on changes in cash

 ( 20,480
)

 ( 103,039
)

 Net increase (decrease) in cash

 16,668

 ( 20,228
)

 CASH, BEGINNING OF YEAR

 16,580

 36,808

 CASH, END OF YEAR

 $
 33,248

 $
 16,580

 SUPPLEMENTAL CASH FLOW INFORMATION

 Cash paid for tax

 $
 –

 $
 –

 Cash paid for interest

 $
 –

 $
 –

 The accompanying notes are an integral part of
these consolidated financial statements.

 F- 7

 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 DECEMBER 31, 2024 AND 2023

 1.

 DESCRIPTION OF BUSINESS AND ORGANIZATION

 Leet Technology Inc. (formerly Blow & Drive
Interlock Corporation("BDIC")) ("the Company" or "LTES") was incorporated on July 2, 2013 under the
laws of the State of Delaware. The Company currently operates an eSports platform in Malaysia.

 On October 2, 2020, The Doheny Group, LLC, the
former shareholder of the Company, agreed to sell its 110,617,521 shares of common stock of BDIC and 1,000,000 shares of Series A Preferred
Stock pursuant to the terms of a Stock Purchase Agreement (the "Agreement") to Mr. Dai Song. The shares represent approximately
84.83%, which is 130,397,289 shares of the issued and outstanding shares of the Company's common stock, 100% of issued and outstanding
Series A Preferred Stock, and 91.41% of the voting power of all securities of the Company, which resulted in a change in control of BDIC.
In addition, under the Agreement, BDIC has agreed to sell its current assets and operations to a private company in exchange for the private
company assuming all of its liabilities at closing. As of this date, the Company effectively became a shell Company through the date of
the reverse recapitalization with BDIC.

 On November 18, 2020, the Company executed a Share
Exchange Agreement (the "Share Exchange Agreement") with Leet Technology Limited ("LTL") and its shareholders.
Pursuant to the Share Exchange Agreement, the shareholders of LTL agreed to sell its aggregate of 10,000 ordinary shares representing
100% of the issued and outstanding ordinary shares of LTL. As consideration, the shareholders of LTL were received 10,000,000 shares of
the Company's common stock.

 Because the Company was a shell company, LTL will
comprise the ongoing operations of the combined entity and its senior management will serve as the senior management of the combined entity,
LTL is deemed to be the accounting acquirer for accounting purposes. The transaction will be treated as a recapitalization of the Company.
Accordingly, the consolidated assets, liabilities and results of operations of the Company will become the historical financial statements
of LTL, and the Company's assets, liabilities and results of operations will be consolidated with LTL beginning on the acquisition
date. LTL was the legal acquiree but deemed to be the accounting acquirer. The Company was the legal acquirer but deemed to be the accounting
acquiree in the reverse merger. The historical financial statements prior to the acquisition are those of the accounting acquirer (LTL).

 On August 23, 2021, the Company was approved to
change its current name to Leet Technology Inc. and the trading symbol of LTES.

 On February 15, 2022, Leet Entertainment Group
Limited transferred all 1,000 ordinary shares of Leet Entertainment Sdn. Bhd to the Company at part of the Company's plans to restructure
and simplify the corporate structure.

 On April 4, 2022, the Company sold all its 10,000
shares in Leet Technology Limited, with its wholly owned subsidiary Leet Entertainment Group Limited, to Mr. Song, the majority shareholder
of the Company, for $10,000 as part of its plans to restructure and simplify the corporate structure. With the completion of this corporate
restructure, the Company shall henceforth only have one wholly owned Malaysian subsidiary, Leet Entertainment Sdn Bhd. Prior to the corporate
restructure, Leet Entertainment Group Limited, a wholly owned subsidiary of Leet Technology Limited, transferred all its assets, liabilities,
and business operations to Leet Entertainment Sdn Bhd with the approval by the board of directors. There were no changes to the main business
activities of the Company as a result of these transactions.

 On December 13, 2021, LEET Inc. was incorporated
under the laws of British Virgins Islands (BVI). On July 22, 2022, the Board of Directors of the Company approved and authorized the Company
to purchase all of Mr. Song's shares in LEET Inc. for a cash consideration of $1. As of July 26, 2022, LEET Inc. became a wholly owned
subsidiary of the Company.

 F- 8

 On December 1, 2022, the Company acquired Leet
Technology (BD) Ltd. as its direct majority-owned subsidiary from Kamal Hamidon Mohamed Ali, the Company's Chief Financial Officer.
 Pursuant to the Instrument of Transfer of Shares, a total of 3900 Ordinary Shares of Leet Technology
(BD) Ltd. representing 80% of the total issued and outstanding Ordinary Shares was transferred to the Company.

 On January 11, 2023, the Company completed its
merger (the "Merger) with Leet Inc. a company incorporated under the laws of the BVI ("LEET BVI"), with LEET BVI continuing
as the surviving company. The Merger was completed pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), dated
January 5, 2023, by and between LEET BVI and the Company. The Merger Agreement contains customary representations and warranties by each
of LEET BVI and the Company. The Merger Agreement also contains customary covenants, including, among others, covenants relating to the
operation of each of LEET BVI's and the Company's businesses during the period prior to the closing of the Merger.

 Pursuant to the Merger Agreement, LEET BVI and
the Company caused the Merger to be consummated by filing a certificate of merger (the "Certificate of Merger") with the Secretary
of State of the State of Delaware on January 11, 2023. The Merger became effective on January 11, 2023 (the "Effective Time"),
as agreed to by the parties and specified in the Certificate of Merger.

 Pursuant to the Merger, upon completing the Corporate
Action with FINRA, each issued and outstanding share of the Company common stock/ preferred stock shall be transferred to Leet BVI and
converted into one new ordinary share ("Ordinary Share") or preferred share ("Preferred Share") of LEET BVI, as
the case may be. As a result, LEET BVI shall issue an aggregate of approximately 151,096,262 Ordinary Shares and 6,898,256 Preferred Shares
to former the Company shareholders. The LEET BVI Ordinary Shares issued and outstanding immediately prior to the Effective Time remained
outstanding upon the Effective Time and were unaffected by the Merger. As a result, immediately following the Merger, LEET BVI shall have
approximately 151,096,262 Ordinary Shares outstanding and 6,898,256 Preferred Shares outstanding.

 Description of subsidiaries

 Schedule of subsidiaries

 Name

 Place of incorporation
and kind of legal entity

 Principal activities

 Particulars of registered/ paid up share capital

 Effective interest held

 Leet Entertainment Sdn. Bhd.

 Malaysia

 Provision of information technology and mobile application development and digital content publishing service

 1,000 ordinary shares at par value of MYR1

 100 %

 LEET Inc.

 BVI

 Investment holding

 1 ordinary share at par value of US$1

 100 %

 Leet Technology (BD) Ltd.

 Bangladesh

 Provision of information technology and mobile application development and digital content publishing service

 100,000 ordinary shares at par value of Taka 100

 80 %

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

 F- 9

 2.

 LIQUIDITY AND GOING CONCERN UNCERTAINTIES

 The accompanying consolidated financial statements
of the Company have been prepared assuming the Company will continue as a going concern. The going concern basis of presentation assumes
that the Company will continue in operation one year after the date these consolidated financial statements are issued and will be able
to realize its assets and discharge its liabilities and commitments in the normal course of business.

 The Company has determined that certain factors
raise substantial doubt about its ability to continue as a going concern for a least one year from the date of issuance of these consolidated
financial statements.

 As of December 31, 2024, the Company had $ 33,248
in cash, working capital deficit of $ 4,121,517 and accumulated deficit of $ 12,706,094. The Company incurred a continuous net loss of $ 894
during the year ended December 31, 2024. The Company believes that its current level of cash is not sufficient to fund its operations
and obligations without additional financing.

 The continuation of the Company as a going concern
through December 31, 2024, is dependent upon the continued financial support from its stockholders and related parties. 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 for one year from the date of the filing of the consolidated financial statements.

 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.

 3.

 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 and disclosure of contingent assets
and liabilities at the date of the consolidated financial statements during the years reported. Actual results may differ from these estimates.

 Basis of consolidation

 The consolidated financial statements include
the financial statements of the Company and its subsidiaries in conformity with US GAAP. All inter-company balances and transactions within
the Company have been eliminated upon consolidation.

 F- 10

 Cash

 Cash 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.

 Accounts receivable

 Accounts receivable are recorded in accordance
with Accounting Standards Codification ("ASC") 310, "Receivables." Accounts receivable are recorded at the invoiced
amount and do not bear interest, which are due within contractual payment terms, generally 30 to 90 days from completion of service. Credit
is extended based on evaluation of a customer's financial condition, the customer credit-worthiness and their payment history. Accounts
receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified
amount are reviewed individually for collectibility. At the end of each quarter, the Company specifically evaluates individual customer's
financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables.
The Company will consider the allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to
make required payments. For the receivables that are past due or not being paid according to payment terms, the appropriate actions are
taken to exhaust all means of collection, including seeking legal resolution in a court of law. The Company does not have any off-balance-sheet
credit exposure related to its customers. As of December 31, 2024 and 2023, there were no allowance for doubtful accounts.

 Plant and equipment

 Plant and equipment are stated at historical cost
less accumulated depreciation. Leasehold improvements are amortized over the lessor of the based term of the lease or 5 years of the leasehold
improvement. 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:

 Schedule of estimated useful lives

 Estimated useful lives

 Computer and equipment

 5 years

 Furniture and fixtures

 5 years

 Expenditures for repairs and maintenance are expensed
as incurred. When assets have been 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.

 Research and development costs

 Research and development costs are expensed as
incurred and consist of development work associated with our existing technology, customer solutions and processes. Our research and development
expenses relate primarily to payroll costs for personnel, costs associated with various projects, including testing, development and other
related expenses.

 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 plant and equipment, intangible assets,
and right of use ("ROU") assets held 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.

 F- 11

 Contract liability

 Billing practices for the Company's contracts
are governed by the contract terms of each project. Billings do not necessarily correlate with revenues recognized. The Company records
contract liabilities to account for these differences in timing.

 The contract liability represents the Company's
obligation to transfer goods or services to a customer for which the Company has been paid by the customer or for which the Company is
obligated to perform under the contract. Revenue for future services reflected in this account are recognized, and the liability is reduced,
as the Company subsequently satisfies the performance obligation under the contract.

 Revenue recognition

 The revenue of the Company is currently generated
from the provision of white label solutions and esports event management and team services. The Company recognizes revenue in accordance
with Accounting Standards Codification ("ASC") Topic 606 – Revenue from Contracts with Customers ("ASC
606") when control of a product or service is transferred to a customer.

 Under ASC 606, a performance obligation is a promise
within a contract to transfer a distinct good or service, or a series of distinct goods and services, to a customer. Revenue is recognized
when performance obligations are satisfied, and the customer obtains control of promised goods or services. The amount of revenue recognized
reflects the consideration to which the Company expects to be entitled to receive in exchange for goods or services. Under the standard,
a contract's transaction price is allocated to each distinct performance obligation. To determine revenue recognition for arrangements
that the Company determines are within the scope of ASC 606, the Company performs the following five steps:

 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.

 White Label Solutions Revenue

 The Company derives revenue from the provision
of white label solutions. The Company offers white label, contracted licensed, solutions primarily to their information & communications
technology ("ICT") partners. The Company engages its ICT partners to utilize its Matchroom.net Platform. For customers who
have their own platforms and apps being used, the Company will customize the design of Matchroom.net to meet the customer's need
and integrate, a customized solution into the customer's system. The Matchroom.net platform and software solution is customizable
to the specific needs of each customer and can be integrated across multiple platforms. On average it will take the Company three months
to complete the customization of the platform for a customers use.

 The Company's typical arrangement involves
customizing the Matchroom.net platform solution, which requires technical programming support to build out the platform to its customers
specifications. As a result, in analyzing the performance obligations being provided to the customer the Company considers the software
license and customization services as a single performance obligation as required by ASC 606. In carrying out the services under these
arrangements, the Company is often provided with upfront payment which is deferred and recognized into revenue over the duration of the
contract. Additionally, the Company recognizes ticket when the performance obligation has been satisfied. During the year
ended December 31, 2024, the Company signed termination agreement with Smart Communication. The Company has recognised the revenue from
all the tickets not consumed as of year end amounting to $ 195,049.

 F- 12

 Esports Tournament Management and Team Services

 The Company derives revenue from esports tournament
management and team services. The Company offers tournament management services to their customers, whereby they are engaged to provide
the service of managing and hosting a tournament of the customer's choice. The Company provides the required manpower and skills
to host and manage an esports tournament on their own Matchroom.net platform or on the platform of the customer. The hosting and management
of these tournaments on behalf of the customer is deemed to be one performance obligation and is met over the period of performance (couple
of days) in which the tournament is held.

 The amount to be recognized as revenue equals
the predetermined event management fee as per the agreement in place between the Company and the customer. The Company fulfils its performance
obligation through the execution and completion of hosting the tournament, over the period of performance that being the multi-day tournament.
The amount per the contract is based on the needs of the customer and the required level of manpower or skills needed for the relevant
tournament.

 Apart from hosting the tournaments of other customers,
the Company also hosts and managed their own internally held tournaments. The Company will obtain sponsorship agreements with other third-party
entities whereby the Company commits to deliver certain sponsor and promotional services in exchange for consideration. Upon completion
of the tournament a work completion report will be generated and communicated to the customer. Revenue will be recording pro rata during
the duration of the tournament. The Company invoices its promotional partners based on the contracted services within the agreement.

 Disaggregation of Revenue

 The Company has disaggregated its revenue from
contracts with customers into categories based on the nature of the revenue. The following table presents the revenue streams by segments,
with the presentation revenue categories presented on the statements of operation for the years indicated:

 Schedule of disaggregated revenue

 2024

 2023

 White label solutions

 $
 704,443

 $
 276,346

 Matchroom Mini-app solutions

 10,845

 41,067

 $

 $

 Income taxes

 Income taxes are determined in accordance with
the provisions of ASC Topic 740, Income Taxes ("ASC 740"). Under this method, deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities
and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 ASC 740 prescribes a comprehensive model for how
companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to
be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely
than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be
measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the
tax authority assuming full knowledge of the position and relevant facts.

 F- 13

 For the year ended December 31, 2024, the Company
did not have any interest and penalties associated with tax positions. As of December 31, 2024 and 2023, the Company did not have any
significant unrecognized uncertain tax positions.

 The Company is subject to tax in local and foreign
jurisdiction. As a result of its business activities, the Company files tax returns that are subject to examination by the relevant tax
authorities.

 Foreign currency 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$") and the accompanying consolidated financial statements have been expressed in US$. The functional currencies
of the Company's operating subsidiaries are their local currencies Bangladeshi Taka ("TAKA")
and Malaysian Ringgit ("MYR")). TAKA-denominated assets and liabilities are translated into the United States Dollar using
the exchange rate at the balance sheet date ( 118.3950 and 108.5640, at December 31, 2024 and 2023 respectively), and revenue and expense
accounts are translated using the weighted average exchange rate in effect for the period ( 114.2700 and 106.8350 for the year ended December
31, 2024 and 2023, respectively)). MYR-denominated assets and liabilities are translated into the United States Dollar using the exchange
rate at the balance sheet date ( 0.22387 and 0.21775, at December 31, 2024 and 2023, respectively), and revenue and expense accounts are
translated using the weighted average exchange rate in effect for the period ( 0.21872 and 0.21942 for the year ended December 31, 2024
and 2023, respectively).

 Comprehensive income

 ASC 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' deficit, 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.

 Retirement plan costs

 Contributions to retirement plans (which are defined
contribution plans) are charged to general and administrative expenses in the accompanying statements of operation as the related employee
service is provided.

 Leases

 The Company accounts for leases in accordance
with Topic 842, "Leases" ("ASC 842") and determines if an arrangement is a lease at inception. Operating leases
are included in operating ROU assets, other current liabilities, and operating lease liabilities in our consolidated balance sheets. Finance
leases are included in property and equipment, other current liabilities, and other long-term liabilities in our consolidated balance
sheets.

 ROU assets represent the right to use an underlying
asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease
ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most
of the Company's leases do not provide an implicit rate, the Company generally use the incremental borrowing rate based on the estimated
rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU
asset also includes any lease payments made and excludes lease incentives. The lease terms may include options to extend or terminate
the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line
basis over the lease term.

 F- 14

 In accordance with the guidance in ASC 842, 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.

 Net loss per share

 The Company calculates net income or loss per
share in accordance with ASC Topic 260, "Earnings per Share." Basic income or loss per share is computed by dividing the net
income or loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is the same as
basic net loss per share when their inclusion would have an anti-dilutive effect due to the continuing net losses. The following anti-dilutive
equity and debt securities were excluded from the computation of net loss per share.

 Schedule of antidilutive shares

 As of December 31,

 2024

 2023

 (Shares)

 (Shares)

 Convertible shares

 5,898,256

 5,898,256

 Contingencies

 The Company follows the ASC 450-20 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 any 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 Carrying amounts for cash, accounts receivable,
deposits receivable, accounts payable, accrued liabilities, and other payables approximate their fair value because of their short-term
maturity. The Company determined that the carrying amount of accrued compensation payable to officers and directors and amounts due to
related parties approximates fair value as these amounts are indicative of the amounts the company would expect to settle in current market
exchange.

 F- 15

 Series B Convertible Preferred Stock

 The Company accounts for the Series B Convertible
Preferred Stock in accordance with the guidance in ASC 480, Distinguishing Liabilities from Equity. Preferred stock subject to mandatory
redemption are classified as a liability instrument and are measured at fair value. Conditionally preferred stock (including preferred
stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of
uncertain events not solely within the Company's control) are classified as temporary equity.

 Recent accounting pronouncements

 Accounting Standards Issued, Adopted

 In November 2023, the FASB issued ASU
2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures", which expands annual and interim
disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The ASU 2023-07
is effective for annual reporting periods beginning after December 15, 2023, and interim periods in fiscal years beginning after December
15, 2024. Early adoption is permitted. The Company already adopted this ASU on its consolidated financial statements and related disclosures.

 Recent accounting pronouncements

 The Company has reviewed all recently
issued, but not yet effective, considers the applicability and impact of all accounting standards updates ("ASUs"). Management
periodically reviews new accounting standards that are issued.

 In December 2023, the FASB issued ASU
2023-09 "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" to expand the disclosure requirements for income
taxes, specifically related to the rate reconciliation and income taxes paid. The ASU 2023-09 is effective for annual reporting periods
beginning after December 15, 2024.

 The Company reviews new accounting
standards as issued. Management has not identified any other new standards that it believes will have a significant impact on the Company's
financial statements.

 4.

 PLANT AND EQUIPMENT

 Plant and equipment consisted of the following:

 Schedule of plant and equipment

 As of December 31,

 2024

 2023

 Computer and equipment

 $
 139,530

 $
 135,712

 Furniture and fixtures

 8,342

 8,113

 Leasehold improvements

 21,062

 20,486

 168,934

 164,311

 Less: accumulated depreciation

 ( 112,486
)

 ( 80,379
)

 $
 56,448

 $
 83,932

 Depreciation expense for the years ended December
31, 2024 and 2023 were $ 29,157 and $ 36,755, respectively.

 5.

 STOCKHOLDERS' DEFICIT

 Preferred Stock

 The Company's articles of incorporation
authorize the Company to issue up to 20,000,000 preferred shares of $ 0.0001 par value.

 F- 16

 Series A Preferred Stock

 The Company has been authorized to issue 1,000,000
shares of Series A Preferred Stock. The Series A shares have the following preferences: no dividend rights; no liquidation preference
over the Company's common stock; no conversion rights; no redemption rights; no call rights by the Company; each share of Series
A Preferred stock will have one hundred (100) votes on all matters validly brought to the Company's common stockholders.

 As of December 31, 2024 and December 31, 2023,
the total number of Series A preferred shares issued and outstanding was 1,000,000 shares.

 Series B Convertible Preferred Stock

 The Company has authorized 10,000,000 shares of
Series B Convertible Preferred Stock. The Series B shares have the following preferences: (i) dividend rights in pari passu with the Company's
common stock on an as converted basis, (ii) liquidation preference over the Company's common stock, (iii) conversion rights of 10
shares of common stock for each share of Series B Convertible Preferred Stock converted, (iv) no redemption rights, (v) no call rights,
(vi) each share of Series B Convertible Preferred Stock will have 1,000 votes on all matters validly brought to the Company's common
stockholders.

 As of December 31, 2024 and December 31, 2023,
there was 5,898,256 Series B preferred shares issued or outstanding.

 Common Stock

 The Company has authorized 10,000,000,000 shares
of $ 0.0001 par value. Holders of common stock are entitled to one vote for each share held. There are no restrictions that limit the Company's
ability to pay dividends on its common stock, subject to the requirements of the Delaware Revised Statutes. The Company has not declared
any dividends since incorporation.

 Pursuant to the Share Exchange Agreement executed
on November 18, 2020, the Company issued 10,000,000 shares of its common stock to the Shareholders of LTL in exchange for 10,000 shares
of all of the outstanding ordinary shares of LTL to consummate the reverse acquisition with LTL.

 On September 3, 2021, the Company issued an aggregate
of 7,000,000 shares of Common Stock pursuant to the terms of the 2021 Employee Stock Incentive Plan to its consultants. On June 30, 2022,
Management recognized that the issuance was incorrect as it exceeded its mandate with the prior Form S-8 registration statement with respect
to the allowance of shares registered.

 To rectify the above, the Board of Directors approved
the 2022 Stock Incentive Plan for Employees and Consultants and filed Form S-8 on June 30, 2022, to register 7,000,000 shares of Common
Stock. On June 30, 2022, the Company issued 7,000,000 shares of its Common Stock to employees and consultants for services rendered and
proceeded to cancel the 7,000,000 shares of Common Stock that was incorrectly issued.

 On October 6, 2021, the Company issued 1,003,378
shares of restricted common stock to Lincoln Park Capital Fund, LLC as commitment fee pursuant to the Purchase Agreement dated on the
same date. On November 3, 2022, the Company and Lincoln Park mutually agreed, in writing, to terminate the Agreements. On November 3,
2022, the Company and Lincoln Park mutually agreed, in writing, to terminate the Agreements. On February 13, 2023, the aggregate of 1,003,378
shares of restricted common stock was returned for cancellation.

 F- 17

 On February 13, 2023, the aggregate of 1,003,378
shares of restricted common stock was returned for cancellation.

 On June 15, 2023, the aggregate of 800,000 shares
of restricted common stock was returned for cancellation.

 As of December 31, 2024 and December 31, 2023,
the Company had a total of 151,096,262 and 151,096,262 shares of its common stock issued and outstanding, respectively.

 6.

 MEZZANINE EQUITY

 On September 30, 2022, the Company issued to Porta
Capital Limited, Bru Haas (B) Sdn Bhd, Bru Haas Sdn Bhd, Clicque Technology Sdn Bhd, Tilla Network Limited and Porta Network Inc., the
Company's related parties (collectively as the "Related Parties"), an aggregate of 5,898,256 shares of Series B Convertible
Preferred Stock, par value $0.0001 per share (the "Series B Preferred Stock"), of the Company pursuant to certain Debt Conversion
Agreements, each dated September 30, 2022 (the "Debt Conversion Agreement"), between the Related Parties and the Company.
Pursuant to the Board Resolution dated September 28, 2022, approving the adoption of certain rights and preferences of Series B Preferred
Shares, the Agreements included the following rights: (i) dividend rights where each share of Series B Preferred Stock accrues an annual
dividend of 8% and (ii) redemption rights only at the option of the Company at a rate of 110% during the period ending 360 days after
the Issue Date. The price per Series B Preferred Stock is 0.80 USD. The Series B Preferred Shares were issued on September 30, 2022 in
exchange for all or a portion of the balances due to each Related Party as of June 30, 2022. Because all of the shareholders of the Series
B Preferred Shares are related parties of the company and majority owned by the same majority owner of the Company, it's determined that
the preferred shareholders can control the Company's ability to exercise its redemption right at any time and therefore, mezzanine equity
classification is appropriate in accordance with ASC - 480, Distinguishing Liabilities from Equity.

 Schedule of mezzanine equity

 Preferred Stock – Series B – As of December 31, 2022

 $
 5,284,837

 Dividends of Series B Convertible Preferred Stock as of December 31, 2023

 377,488

 Preferred Stock – Series B – As of December 31, 2023

 5,662,325

 Dividends of Series B Convertible Preferred Stock as of December 31, 2024

 377,488

 Preferred Stock – Series B – As of December 31, 2024

 $
 6,039,813

 7.

 LOSS PER SHARE

 Net loss per share is provided in accordance with
FASB ASC 260-10, "Earnings per share". Basic net loss per common share ("EPS") is computed by dividing
net loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted loss per
share is computed by dividing net loss by the weighted average shares outstanding, assuming all dilutive potential common shares were
issued, unless doing so is anti-dilutive.

 The following table sets forth the computation
of basic and diluted net loss per share for the years ended December 31, 2024 and 2023:

 Schedule of computation of basic and diluted net loss per share

 Year ended December 31,

 2024

 2023

 Net loss for the year

 $
 ( 894
)

 $
)

 Weighted average number of common shares outstanding, basic and diluted

 151,096,262

 150,877,491

 Basic and diluted loss per common share

 $
 ( 0.00
)

 $
 ( 0.01
)

 F- 18

 8.

 INCOME TAX

 The components of loss before income taxes consist
of the following:

 Schedule of loss before income taxes

 2024

 2023

 U.S.

 $
 ( 129,121
)

 $
 ( 327,520
)

 BVI

 ( 11,775
)

 ( 94,144
)

 Foreign

 140,023

 ( 961,783
)

 Loss before income taxes

 $
 ( 873
)

 $
)

 At December 31, 2024, the Company has U.S. federal
operating loss carryforwards of approximately $ 4 million. Due to U.S. enacted Public Law 115-97, known as the Tax Cuts and Jobs Act (the
"TCJA") in 2017, U.S. federal net operating loss carryforwards in the amount of $ 5,600,000, generated after 2017 have an indefinite
carryforward period. U.S. net operating loss carryforwards, in the amount of $ 2,600,000, generated prior to 2018 will expire, if unused,
beginning in 2034. State net operating loss carryforwards will begin to expire, if unused, in 2034.

 At December 31, 2024, the Company's subsidiary
operating in Malaysia has net operating loss of approximately $ 2.3 million. Net operating loss carryforwards will begin to expire, if
unused, in 2025.

 At December 31, 2024, the Company's subsidiary
operating in Bangladesh has net operating loss carryforwards of $ 79,054 which can be carried forward for a maximum period of six years.

 The Company files tax returns as prescribed by
the tax laws of the jurisdictions in which the Company operates. Under applicable U.S. federal statutes, tax years ended December 31,
2018 through December 31, 2024 remain subject to examination. Under applicable state statutes, state corporate tax returns filed for the
Company for years ended December 31, 2017 through December 31, 2024 remain subject to examination. Malaysia corporate tax returns remain
subject to examination for tax years ended December 31, 2018 through December 31, 2024.

 The Company follows the provision of ASC 740 which
prescribes a comprehensive model for how a company should recognize, measure, present, and disclose in its financial statements uncertain
tax positions that the Company has taken or expects to take on a tax return. The Company did not have any unrecognized tax positions or
benefits as of December 31, 2024 and 2023. The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a
component of income tax expense. We do not expect any material changes in our unrecognized tax benefits over the next 12 months.

 The Company's ability to utilize U.S. net
operating loss carryforwards to offset future taxable income may be deferred or limited significantly if the Company were to experience
an "ownership change" as defined in section 382 of the Internal Revenue Code of 1986, as amended, and corresponding provisions
of state law. In general, an ownership change occurs when the ownership of the Company's stock by 5 percent or more shareholders
"5-percent shareholders" exceeds 50 percentage points within a three-year period. We have not conducted a Section 382 study
to determine whether the use of our U.S. net operating losses is limited. We may have experienced ownership changes in the past, and we
may experience ownership changes in the future, some of which are outside our control. This could limit the amount of net operating losses
that we can utilize annually to offset future taxable income or tax liabilities.

 F- 19

 9.

 RELATED PARTY TRANSACTIONS

 Related party balances consisted of the following:

 Schedule of related party balances

 As of December 31,

 2024

 2023

 Due to Porta Capital Limited ("Porta Capital")

 $
 1,068,099

 $
 797,932

 Due to Bru Haas (B) Sdn Bhd ("Bru Haas (B)")

 1,695,698

 1,083,511

 Due to Bru Haas Sdn Bhd ("Bru Haas")

 80,381

 19,198

 Due from Veo Edge Technology Limited

 ( 6,055
)

 –

 Due (from) to Clicque Technology Sdn Bhd ("Clicque")

 ( 162,361
)

 228,637

 Due to directors

 221,156

 85,343

 Due to Leet Entertainment Group Limited ("Leet HK")

 414,814

 414,814

 $
 3,311,732

 $
 2,629,435

 Mr. Song is the director and major shareholder
of the Company, and he is also the major shareholder of Porta Capital, Bru Haas (B), Bru Haas, Tila Network, and Porta Network. Amount
due to these related companies are those trade and nontrade payables arising from transactions between the Company and the related companies,
such as advances made by the related companies on behalf of the Company, and advances made by the Company on behalf of the related companies.
Those advances are unsecured, non-interest bearing and have no fixed terms of repayment. The advances to Mr. Song are mainly for working
capital purpose.

 In the ordinary course of business, during the
years ended December 31, 2024 and 2023, the Company involved with certain transactions, either at cost or current market prices and on
the normal commercial terms among related parties. The following table provides the transactions with these parties for the years as presented
(for the portion of such period that they were considered related):

 Schedule of related party transactions

 Nature of transactions with related parties

 2024

 2023

 Research and development consulting fee to related parties:

 - Porta Capital

 (a)

 $
 35,985

 $
 35,929

 Consultancy fee to related parties

 - Clicque

 (b)

 $
 –

 $
 144,816

 Rent expense of Matchroom platform server to related parties:

 - Porta Capital

 (c)

 $
 113,951

 $
 113,774

 - Bru Haas (B)

 (d)

 239,530

 296,061

 - Clicque

 (d)

 Total

 $
 353,722

 $
 409,854

 Network Bandwidth expense to Bru Haas (B)

 (e)

 $
 215,998

 $
 215,575

 Director fee

 - Ganesha

 $

 $
 13,165

 - Kamal Hamidon

 –

 17,115

 - Ding Jung Long

 –

 23,339

 Total

 $

 $
 53,619

 F- 20

 Both platform server rent expense and network
bandwidth expense are recorded in the cost of revenue.

 (a) The Company entered a consultancy service
agreement with Porta Capital for a fixed period of 36 months commenced from January 1, 2024 to December 2026. The consultancy service
fee is $3,000 per month.

 (b)
The Company entered two separate consultancy service agreements with Clicque for a fixed period of 36 months each commenced from June
1, 2021 and December 1, 2021. The consultancy service fees are RM 40,000 (equivalent to approximately $9,700) per month and RM 15,000
(equivalent to approximately $3,600) per month, respectively.

 (c) The Company entered a platform server rental
agreement with Porta Capital for a fixed period of 60 months commenced from January 1, 2021 to December 2025. The rent is $9,500 per month.

 (d)
The Company entered a platform server rental agreement with Bru Haas (B) for a fixed period of 60 months commenced from July 1, 2021 to
December 2026. The rent is $20,000 per month.

 (e) The Company entered a network bandwidth rental
agreement with Bru Haas (B) for a fixed period of 36 months commenced from January 1, 2023 to December 2025. The rent is $18,000 per
month.

 During the year ended December 31, 2024 and 2023,
the Company utilized space on a rent-free basis in the office located at Unit 805, 8th Floor, Menara Mutiara Majestic, Jalan Othman, Petaling
Jaya 46000, Selangor, Malaysia which is owned by Mr. Song. The fair market value of the rent is RM1,500 per month.

 10.

 CONCENTRATIONS OF RISK

 The Company is exposed to the following concentrations of risk:

 Schedule
of concentrations of risk

 (a)

 Major customers

 For the years ended December 31, 2024 and 2023,
the individual customer who accounts for 10% or more of the Company's revenues and its outstanding receivable balances as at year-end
dates, are presented as follows:

 Year ended December 31, 2024

2024

 Customers

 of revenues

 Accounts
 receivable

 Customer A

 $
 700,884

 98 %

 $
 –

 $
 700,884

 98 %

 $
 –

 Year ended December 31, 2023

2023

 Customers

 of revenues

 Accounts
 receivable

 Customer A

 $
 289,368

 91 %

 $
 11,768

 $
 289,368

 91 %

 $
 11,768

 F- 21

 (b)

 Major suppliers

 For the years ended December 31, 2024 and
2023, the individual supplier who accounts for 10% or more of the Company's cost of revenue and its outstanding payable balances
as at year-end dates, are presented as follows:

 Year ended December 31, 2024

2024

 Suppliers

 Cost of revenues

of cost of revenues

 Balance outstanding

 Supplier A

 $

 113,951

 20 %

 $

 1,068,099

 Supplier B

 $

 455,528

 79 %

 $

 1,695,698

 $

 569,479

 99 %

 $

 2,763,797

 Year ended December 31, 2023

2023

 Suppliers

 Cost of revenues

of cost of revenues

 Balance outstanding

 Supplier A

 $

 113,774

 18 %

 $

 797,932

 Supplier B

 $

 511,636

 80 %

 $

 1,083,511

 $

 625,410

 98 %

 $

 1,881,443

 (c)

 Economic and political risk

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

 (d)

 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 TAKA and MYR converted
to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.

 (d)

 Concentration of credit risk

 Financial instruments that potentially subject
the Company to concentrations of credit risk consist principally of cash. The Company maintains cash with various financial institutions
in Malaysia. Cash are maintained with high credit quality institutions, the composition and maturities of which are regularly monitored
by management. The Perbadanan Insurans Deposit Malaysia ("PIDM") pays compensation up to a limit of RM250,000 if the bank
with which an individual/a company hold its eligible deposit fails. At December 31, 2024 and December 31, 2023, the Company did not have
deposit funds that exceeded the insured limits in Malaysia.

 F- 22

 11.

 COMMITMENTS AND CONTINGENCIES

 The Company from time to time may be involved
in legal proceedings and disputes arising in the normal course of business. The Company believes that there are no material claims or
actions pending or threatened against the Company.

 On April
28, 2021, the Company entered into a financial advisory agreement, ("the agreement") with Maxim Group, LLC ("Maxim"),
a leading full-service investment banking, securities and wealth management firm, pursuant to which Maxim will provide certain advisory
services including strategic corporate planning, capitalization, and marketing. Additionally, Maxim, will advise the Company with respect
to its objective to list on a national securities exchange. As consideration for Maxim's services pursuant to the agreement, the
Company agreed to issue restricted shares of the Company's common stock to Maxim equal to 2% of the outstanding shares of the Company's
Common Stock. As mentioned in Note 6, the Company issued 1,403,973 restricted shares, 1% of the outstanding shares of the common stock,
upon execution of the agreement. Under the terms of the agreement, the Company is committed to issue additional restricted shares of 1%
of the outstanding shares of its common stock upon a successful listing of the Company's common stock to a national exchange (NASDAQ
or NYSE).

 On November 4, 2022 (the "Issue Date"),
Leet Technology Inc. (the "Company") entered into a Securities Purchase Agreement dated as of November 4, 2022 (the "SPA"),
by and between the Company and 1800 Diagonal Lending LLC, a Virginia limited liability company (the "Investor"). Pursuant
to the SPA, among other things, the Company agreed to issue to the Investor a convertible note in the principal amount of $ 113,300.00
(the "Note" and together with the SPA, the "Agreements"). The Note contains an original issue discount amount
of $10,300.00, legal fees payable to Investor's legal counsel of $ 2,000.00 and to Investor a due diligence fee of $ 1,000.00. The
Note accrues interest at an annual interest rate of 8 % and a default rate of 22%, and matures on November 4, 2024 (the "Maturity
Date"). The Investor may convert the Note into shares of the Company's common stock, par value $0.0001 per share (the "Common
Stock"), 180 days after the Issue Date until the later of (i) Maturity Date and (ii) the date the Company pays any amounts owed
in connection with an event of default. The per share conversion price into which the Note is convertible into shares of Common Stock
(the "Conversion Price") is 75% multiplied by the average of the lowest three closing bid prices for the Common Stock during
the ten trading days ending on the last trading day prior to the conversion date. The Company has the right to prepay the outstanding
principal amount of the Note, plus any accrued interest on the outstanding principal (including any default interest) at a rate of (x)
110% during the period ending 60 days after the Issue Date, (y) 115% during the period between 61 days and 180 days after the Issue Date
and (z) 120% during the period between 180 days and 730 days after the Issue Date. The Company has currently paid the Note in full and
has no further obligations to the Investor.

 On August 22, 2023, the Company received Summons
from the National Labour Relations Commission (the "NLRC") on behalf of its former employee (the "Complainant")
for mandatory conciliation/mediation conference. On November 16, 2023, the Company received a Notice of Decision from the NLRC ordering
the Company to pay Complainant a monetary award of 3,152 USD.

 On November 30, 2023, the Complainant submitted
a Memorandum of Appeal to the NLRC. On December 11, 2023, the Company submitted Reply to the Memorandum of Appeal.

 On July 04 2024, the NLRC rendered its decision
partially in favour of the Complainant. On January 14, 2025, the NLRC ordered a writ of execution to be issued against the Company.

 F- 23

 12.

 SEGMENTED INFORMATION

 ASC 280, "Segment Reporting" establishes
standards for reporting information about operating segments on a basis consistent with the Company's internal organization structure
as well as information about services categories, business segments and major customers in financial statements. In accordance with the
"Segment Reporting" Topic of the ASC, the Company's chief operating decision maker has been identified as the Chief
Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance
for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report
selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and
the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under
"Segment Reporting" due to their similar customer base and similarities in economic characteristics; nature of services.

 The Company had no inter-segment sales for the
periods presented. Summarized financial information concerning the Company's reportable segments is shown as below:

 Schedule
of reportable segments

 For the year ended December 31, 2024

 By Business Unit

 Investment holding

 IT

 Total

 $
 –

 $

 $

 –

 ( 573,932
)

 ( 573,932
)

 Depreciation and amortization

 –

 ( 29,157
)

 ( 29,157
)

 Net (loss) profit before taxation

 ( 140,896
)

 140,023

 ( 873
)

 Total assets

 $
 –

 $

 $

 For the year ended December 31, 2023

 By Business Unit

 Investment holding

 IT

 Total

 $
 –

 $

 $

 –

)

)

 Depreciation and amortization

 –

 ( 36,755
)

 ( 36,755
)

 Net (loss) profit before taxation

 ( 421,664
)

 ( 961,783
)

)

 Total assets

 $
 –

 $

 $

 F- 24

 For the year ended December 31, 2024

 By Country

 United
 States

 British Virgin Islands

 Bangladesh

 Malaysia

 Total

 $
 –

 $
 –

 $
 ( 1,898
)

 $
 717,186

 $

 –

 –

 ( 2,176
)

 ( 571,756
)

 ( 573,932
)

 Depreciation and amortization

 –

 –

 –

 ( 29,157
)

 ( 29,157
)

 Net (loss) profit before taxation

 ( 129,121
)

 ( 11,775
)

 ( 32,566
)

 172,589

 ( 873
)

 Total assets

 $
 –

 $
 –

 $
 2,485

 $
 264,349

 $

 For the year ended December 31, 2023

 By Country

 United
 States

 British Virgin Islands

 Bangladesh

 Malaysia

 Total

 $
 –

 $
 –

 $
 –

 $

 $

 –

 –

 –

)

)

 Depreciation and amortization

 ( 5,545
)

 –

 –

 ( 36,755
)

 ( 42,300
)

 Net loss before taxation

 ( 327,520
)

 ( 94,144
)

 ( 24,505
)

 ( 937,278
)

)

 Total assets

 $
 –

 $
 –

 $
 8,064

 $
 124,265

 $

 13.

 SUBSEQUENT EVENTS

 The Company evaluated subsequent events and transactions
that occurred after the balance sheet date up to March 31, 2025, the date that the financial statements were issued. The Company did not
identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements.

 F- 25

 ITEM 9 –
 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 (a)

 Resignation of Previous Independent Registered Public Accounting Firm

 On January 3, 2024 Simon
& Edward, LLP ("Simon & Edward") resigned as the Independent Registered Public Accounting Firm of the Registrant.

 Neither of Simon &
Edward's reports on the financial statements of the Registrant for the past fiscal year ended, December 31, 2022 contained an adverse
opinion or a disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope, or accounting principles.

 During the Registrant's
most recent fiscal year ended, December 31, 2022 and the subsequent interim period through January 3, 2024, here were no disagreements
with Simon & Edward on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure,
which disagreement(s), if not resolved to the satisfaction of Simon & Edward, would have caused it to make reference to the subject
matter of the disagreement(s) in connection with its report.

 During the Registrant's
most recent fiscal years ended, December 31, 2022 and the subsequent interim period through January 3, 2024, here were no reportable
events (as defined in Item 304(a)(1)(v) of Regulation S-K).

 (b)

 Engagement of New Independent Registered Public Accounting Firm

 On January 3, 2024, the
Audit Committee approved the appointment of JP Centurion & Partners PLT ("JP Centurion") as the Registrant's new
independent registered public accounting firm. Prior to engaging JP Centurion, neither the Registrant nor anyone on its behalf has consulted
with JP Centurion with respect to either (i) the application of accounting principles to a specified transaction, either completed or
proposed, or the type of audit opinion that might be rendered on the Registrant's consolidated financial statements, and neither
a written report nor oral advice was provided to the Registrant that JP Centurion concluded was an important factor considered by the
Registrant 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 and the related instructions to Item 304 of Regulation S-K) or
a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

 During the Registrant's
most recent fiscal year ended, December 31, 2023 and the subsequent interim period through March 31, 2025, there were no disagreements
with JP Centurion on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure,
which disagreement(s), if not resolved to the satisfaction of JP Centurion, would have caused it to make reference to the subject matter
of the disagreement(s) in connection with its report.

 During the Registrant's
most recent fiscal years ended, December 31, 2023 and the subsequent interim period through March 31, 2025, there were no reportable
events (as defined in Item 304(a)(1)(v) of Regulation S-K).

 ITEM 9A –
 Controls and Procedures

 Conclusions Regarding the Effectiveness of
Disclosure Controls and Procedures

 As required by Rule 13a-15(f) and 15d-15(f) under
the Securities Exchange Act, our management, including Dai, Song, our interim chief executive officer, and Jayaisvaran Muruhan, our interim
chief financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December
31, 2024.

 Disclosure controls and procedures refer to controls
and other procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Securities
Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that
such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer,
as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures,
management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance
of achieving the desired control objectives, and management is required to apply its judgment in evaluating and implementing possible
controls and procedures.

 Furthermore, smaller reporting companies face
additional limitations. Smaller reporting companies employ fewer individuals and find it difficult to properly segregate duties. Often,
one or two individuals control every aspect of the company's operation and are in a position to override any system of internal
control. Additionally, smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software
controls.

 Management conducted its evaluation of disclosure
controls and procedures under the supervision of our interim chief executive officer and our interim chief financial officer. Based on
that evaluation, Mr. Song and Mr. Jayaisvaran concluded that, because our internal controls over financial reporting are not effective,
as described below, our disclosure controls and procedures were not effective as of December 31, 2024.

 Management's
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 assessed the effectiveness of our internal
control over financial reporting as of December 31, 2024. 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 ("2013 Framework")
issued in 2013. During our assessment of the effectiveness of internal control over financial reporting as of December 31, 2024, management
identified material weaknesses related to (i) the U.S. GAAP expertise of our internal accounting staff and interim chief financial officer,
(ii) our internal audit functions, (iii) lack of sufficient period-end financial reporting controls in place and (iv) lack of sufficient
reconciliation for related party transactions and intercompany transactions. In consequence, our internal controls over financial reporting
were not effective at December 31, 2024.

 A material weakness is a deficiency, or a combination
of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement
of our annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency,
or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important
enough to merit attention by those responsible for oversight of the company's financial reporting.

 Remediation Plan

 Management has implemented remediation steps to
improve our internal control over financial reporting. Specifically, we expanded and improved the control process on period-end transaction
monitoring and recording for all accounts. We plan to engage personnel with knowledge of US GAAP to review the period-end and complex
or non-recurring transactions and to review and reconcile related party and intercompany transactions on a regular basis.

 In light of these material weaknesses, we performed
additional analyses and procedures in order to conclude that our consolidated financial statements for the years ended December 31, 2024,
and 2023 included in this Annual Report on Form 10-K were fairly stated in accordance with the U.S. GAAP. Accordingly, management believes
that despite our material weaknesses, our consolidated financial statements for the years ended December 31, 2024 and 2023 are fairly
stated, in all material respects, in accordance with the U.S. GAAP.

 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 have been no changes in the Company's internal
control over financial reporting during the last quarterly period covered by this report that have materially affected, and therefore
has no significant impact on the company's financial report nor internal control. Under the new ownership and management, accounting
officer will provide monthly, quarterly, semi-annually, annually financial statements to our shareholders, CPA, and corporate management
to ensure accurate financial activities recorded.

 ITEM 9B – OTHER INFORMATION

 During the year ended December 31, 2024, no director
or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in
Item 408(a) of Regulation S-K.

 The Company is committed to maintaining the highest
ethical standards in all aspects of its operations, including compliance with insider trading regulations. Currently, we are in the process
of finalizing a comprehensive insider trading policy designed to ensure adherence to applicable laws and regulations. We anticipate formally
adopting this policy in the coming fiscal year. While no formal policy is in place, we remain committed to maintaining the highest ethical
standards to mitigate the risk of unlawful insider trading.

 Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Not applicable.

 ITEM 10 – DIRECTORS, EXECUTIVE OFFICERS
AND CORPORATE GOVERNANCE

 Directors and Executive Officers

 All directors of our Company hold office until
the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our Company
are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive
officers, their ages, positions held, and duration as such, are as follows:

 Name

 Position Held
 with the Company

 Age

 Date First Elected or Appointed

 Dai, SONG

 Director

 October 23, 2020

 Dai, SONG

 Interim Chief Executive Officer

 June 7, 2023

 Jayaisvaran Muruhan

 Interim Chief Financial Officer

 June 19, 2023

 Ganesha Karuppiaya

 Independent Director

 July 29, 2021

 Daniel Pacheco

 Chief Technology Officer

 November 17, 2021

 Business Experience

 The following is a brief account of the education
and business experience during at least the past five years of each director, executive officer, and key employee of our company, indicating
the person's principal occupation during that period, and the name and principal business of the organization in which such occupation
and employment were carried out.

 DAI, SONG-Director & Interim CEO

 Dai SONG has served as Director of Bru-Haas, a
licensed Telecom Operator in Brunei since 2004 and Malaysia since 1998. He began his career at State Street Bank & Trust in Boston
(1984-1986) handling custody services for Institutional Liquid Assets – Goldman Sachs.

 From 1986 onwards, Mr. Song worked in Institutional
Real Estate Development & Management in the Boston area.

 In 1991, he returned to Malaysia and was a consultant
for Arthur Andersen & Co. He left to form private companies in the telecoms and IT sectors. As a serial entrepreneur, in 1997, Mr.
Song started Bru-Haas as a Telecom Wholesale Provider and has since expanded the network to North Asia, America, Middle East, and Africa.

 In 2013, as part of a Joint Venture between Brunei
International Gateway Sdn. Bhd. (now Unified National Networks) and Bru-Haas (B) Sdn Bhd, Mr. Dai SONG was the Managing Director of BIG
Singapore working with the consortium submarine cable networks of Asia America Gateway, South East Asia Japan Cable System as part of
Brunei representation. The consortium members include SingTel, Google, Telstra, Telekom Malaysia, China Telecom, Bharti, China Mobile,
PLDT, and other carriers.

 In 2020, he co-founded Leet Technology Limited
("LTL") together with Mr. Ding Jung LONG to venture into eSports and social gaming which he strongly believes is a key driver
to increase growth in data consumption as part of the overall mobile growth.

 Mr. Song received his Bachelor of Science Management
(Finance and Accounting) in 1984 from the University of Massachusetts-Boston.

 We believe that Mr. Song brings to the Board his
deep telecom, finance, and business experience in the South East Asia region.

 JAYAISVARAN MURUHAN-Interim CFO

 Effective June 19, 2023, Leet Technology Inc.
Company's Board of Directors (the "Board") appointed Mr. Jayaisvaran A/L Muruhan to serve as Interim Chief Financial
Officer, while the Board evaluates an expanded pool of candidates for the permanent position.

 Mr. Jayaisvaran has 8 years of practical experience
in the accounting field for financial reporting and analysis, prepared budgets and forecasts, and financial planning. He holds Bachelor
of Accounting and Finance from Multimedia University, Cyberjaya, Malaysia.

 GANESHA KARUPPIAYA-Independent Director

 Mr. Karuppiaya began his career as a Senior Software
Engineer, developing web and networking applications. After about 2 years, he joined Bru-Haas (M) Sdn Bhd as a Technical Consultant/Presales
Engineer in 2007, supporting the company's telecommunications business functions, from pre-sales to the provision and after-sales support.

 During the newly introduced vertical, Ganesha
took on an additional role to lead the early RADTRIX Application Development and Integration with Clicque Technology Sdn Bhd, working
with Teleradiology clients to lead the team designing, preparing, and integrating the platform with existing Hospitality Information and
Radiology Information Systems. He currently leads the technical and application team to further improve and develop RADTRIX.

 In 2017, he joined LTL as a Chief Technology Officer
("CTO") to spearhead the development of LTL's platform, and has since managed both external and internal development
teams, looked into new technologies and automations. On July 29, 2021, he was appointed to the Board of Directors as Independent Director.
He resigned as a CTO on July 29, 2021.

 Ganesha earned a Bachelor of Science degree in
Computer Science from Coventry University, England in 2005.

 DANIEL
PACHECO - CTO

 Mr. Pacheco's career in Software Development
began in 2014. As a Software Engineer, he was involved in all stages of the software development life cycle to design and implement customer
management solutions. In 2017, he joined Xendity, a fintech start-up and e-KYC solution provider as a software engineer. He helped build
the core functionality of the fraud-detection system using machine learning models and algorithms. He continuously improved Xendity's
fraud-detection system, while establishing an Artificial Intelligence Department. Mr. Pacheco has overseen the growth of Xendity, which
was acquired in 2021 by a renown Malaysian publicly listed company, Green Packet Sdn. Bhd.

 He graduated with First-class Honors in Computer
Science from Birmingham City University, England in 2017, has participated in over 30 programming contests and won various awards from
across Europe.

 Term of Office

 Our directors hold office until the next annual
meeting or until their successors have been elected and qualified, or until they resign or are removed. Our board of directors appoints
our officers, and our officers hold office until their successors are chosen and qualify, or until their resignation or their removal.

 Family Relationships

 There are no family relationships among our directors
or officers.

 Involvement in Certain Legal Proceedings

 Our directors and executive officers have not
been involved in any of the following events during the past ten years:

 1.

 Other than the involuntary bankruptcy proceeding mentioned herein, no bankruptcy petition has been filed by or against any business 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;

 2.

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

 3.

 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;

 4.

 being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission 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;

 5.

 being the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) any federal or state securities or commodities law or regulation; or (ii) 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 (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 6.

 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 Securities Exchange Act of 1934), 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.

 Committees

 All proceedings of the board of directors for
the year ended December 31, 2023 were conducted by resolutions consented to in writing by the board of directors and filed with the minutes
of the proceedings of our board of directors. Our company currently does not have nominating, compensation or audit committees or committees
performing similar functions nor does our company have a written nominating, compensation, or audit committee charter. Our board of directors
does not believe that it is necessary to have such committees because it believes that the functions of such committees can be adequately
performed by the board of directors.

 We do not have any defined policy or procedural
requirements for shareholders to submit recommendations or nominations for directors. The board of directors believes that, given the
stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop
to a more advanced level. Our company does not currently have any specific or minimum criteria for the election of nominees to the board
of directors and we do not have any specific process or procedure for evaluating such nominees. The board of directors will assess all
candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

 A shareholder who wishes to communicate with our
board of directors may do so by directing a written request addressed to our president at the address appearing on the first page of this
annual report.

 Audit Committee Financial Expert

 We established an audit committee of the board
of directors. The sole member of our audit committee is Mr. Dai Song. Mr. Dai Song also serves as the Chairman of the audit committee.
We believe that this audit committee member is capable of analyzing and evaluating our consolidated financial statements and understanding
internal controls and procedures for financial reporting.

 Nomination Procedures for Appointment of Directors

 As of December 31, 2024 we did not affect any
material changes to the procedures by which our stockholders may recommend nominees to our board of directors.

 Code of Ethics

 We have not adopted a Code of Ethics, as required
by sections 406 and 407 of the Sarbanes-Oxley Act of 2002. Our management believes that the size of our company and current operations
at this time do not require a code of ethics to govern the behavior of our officers. We anticipate that we will adopt a code of ethics
once we are in a position to do so.

 Section 16(a) Beneficial Ownership

 Section 16(a) of the Securities Exchange Act of
1934 requires the Company's directors and executive officers and persons who own more than ten percent of a registered class of
the Company's equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of common
stock and other equity securities of the Company. Officers, directors and greater than ten percent shareholders are required by SEC regulations
to furnish the Company with copies of all Section 16(a) forms they file.

 During
the fiscal year ended December 31, 2024 to the Company's knowledge, the following delinquencies occurred:

 Name

 No. of Late
 Reports

 Transactions
 Reported Late

 Failures to File

 Song Dai

 Indemnification of Directors and Officers

 Article Fourteen of our Articles of Incorporation
provides that, to the fullest extent permitted by law, no director or officer shall be personally liable to the corporation or its shareholders
for damages for breach of any duty owed to the corporation or its shareholders. In addition, the corporation shall have the power, in
its bylaws or in any resolution of its stockholders or directors, to indemnify the officers and directors of the corporation against any
liability as may be determined to be in the best interests of this corporation, and in conjunction therewith, to buy, at the corporation's
expense, policies of insurance.

 Article XI of our Bylaws further addresses indemnification
of our directors and officers and allows us to indemnify our directors and officers to the fullest extent permitted by the General Corporation
Law of Delaware.

 Insofar as indemnification for liabilities arising
under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of the small
business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

 ITEM 11 - EXECUTIVE COMPENSATION

 The particulars of compensation paid to the following
persons:

 (a)

 all individuals serving as our principal executive officer during the years ended December 31, 2024 and 2023;

 (b)

 each of our two most highly compensated executive officers other than our principal executive officer who were serving as executive officers at December 31, 2024 and 2023 who had total compensation exceeding $100,000; and

 (c)

 up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at December 31, 2024 and 2023.

 Summary Compensation

 The following table provides a summary of the
compensation received by the persons set out therein for each of our last two fiscal years:

 SUMMARY COMPENSATION TABLE

 Name
 and Principal
 Position

 Year

 Salary
 ($)

 Bonus
 ($)

 Stock
 Awards
 ($)

 Option
 Awards
 ($)

 Non-Equity
 Incentive
 Plan
 Compensation
 ($)

 Change in
 Pension
 Value and
 Nonqualified
 Deferred
 Compensation
 Earnings
 ($)

 All
 Other
 Compensation
 ($)

 Total
 ($)

 Ding Jung, Long

 2024

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 CEO (1)

 2023

 23,339

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 23,339

 Kamal Hamidon

 2024

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 CFO

 2023

 17,115

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 17,115

 Dai, Song

 2024

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 CEO (2)

 2023

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 Ganesha Karuppiaya

 2024

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 Independent Director (3)

 2023

 13,635

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 13,635

 Elain Binti Lockman

 2024

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 Non-Executive Director (4)

 2023

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 Jayaisvaran A/L Muruhan

 2024

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 CFO (5)

 2023

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 (1)

 Mr. Ding Jung, Long was appointed as CEO on November 18, 2020. Effective June 1, 2023, Mr. Long Ding Jung resigned as a Chief Executive Officer.

 (2)

 Mr. Dai, Song was appointed as CEO on June 7, 2023.

 (3)

 On July 29, 2021, Mr. Ganesha Karuppiaya was appointed to the Board of Directors as Independent Director. He resigned as a Chief Technology Officer on July 29, 2021.

 (4)

 On August 23, 2021, Ms. Elain Binti Lockman was appointed to the Board of Directors. She resigned on August 12, 2024.

 (5)

 Mr. Jayaisvaran A/L Muruhan was appointed as Chief Financial Officer on June 19, 2023.

 Employment Contracts

 We established an audit committee of the board
of directors. The members of our audit committee are Mr. Dai Song and Ms. Elain Lockman. Mr. Dai Song serves as the Chairman of the audit
committee. We believe that the audit committee members are collectively capable of analyzing and evaluating our consolidated financial
statements and understanding internal controls and procedures for financial reporting. Ms. Elain Lockman resigned from her position in
the Company as a director and a member of the audit committee on August 12, 2024.

 Director Compensation

 The following table sets forth director compensation
for 2024 and 2023:

 Name

 Year

 Fees Earned or Paid in Cash
 ($)

 Stock Awards
 ($)

 Option Awards
 ($)

 Non-Equity Incentive Plan Compensation
 ($)

 Nonqualified Deferred Compensation Earnings
 ($)

 All Other Compensation
 ($)

 Total
 ($)

 Dai, Song (1)

 2024

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 2023

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 Elaine Binti Lockman (2)

 2024

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 -0-

 2023

 4,474

 -0-

 -0-

 -0-

 -0-

 -0-

 4,474

 Ganesha Karuppiaya (3)

 2024

 -0-

 -0-

 -0-

 -0-

 -0-

 2023

 13,635

 -0-

 -0-

 -0-

 -0-

 -0-

 13,635

 (1)

 Mr. Song was appointed as director as of October 23, 2020.

 (2)

 On August 23, 2021, Ms. Elain Binti Lockman was appointed to the Board of Directors. She resigned on August 12, 2024.

 (3)

 On July 29, 2021, Mr. Ganesha Karuppiaya was appointed to the Board of Directors as Independent Director. He resigned as a Chief Technology Officer on July 29, 2021.

 Outstanding Equity Awards at Fiscal Year-End

 The following table sets forth certain information
concerning outstanding stock awards held by the Named Executive Officers on December 31, 2024:

 Option Awards

 Stock Awards

 Name

 Number of Securities Underlying Unexercised Options
 (#)
 Exercisable

 Number of Securities Underlying Unexercised Options
 (#)
 Unexercisable

 Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options
 (#)

 Option Exercise Price
 ($)

 Option Expiration Date

 Number of Shares or Units of Stock That Have Not Vested
 (#)

 Market Value of Shares or Units of Stock That Have Not Vested
 ($)

 Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
 (#)

 Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
 ($)

 Dai, Song (1)

 -0-

 -0-

 -0-

 N/A

 N/A

 -0-

 -0-

 -0-

 -0-

 Elaine Binti Lockman (2)

 -0-

 -0-

 -0-

 N/A

 N/A

 -0-

 -0-

 -0-

 -0-

 Ganesha Karuppiaya (3)

 -0-

 -0-

 -0-

 N/A

 N/A

 -0-

 -0-

 -0-

 -0-

 (1)

 Mr. Song was appointed President, Chief Executive Officer, Secretary and Director on October 23, 2020. He resigned all executive offices except as director on November 18, 2020.

 (2)

 On August 23, 2021, Ms. Elain Binti Lockman was appointed to the Board of Directors. She resigned on August 12, 2024.

 (3)

 On July 29, 2021, Mr. Ganesha Karuppiaya was appointed to the Board of Directors as Independent Director. He resigned as a Chief Technology Officer on July 29, 2021.

 Outstanding Equity Awards at Fiscal Year-End

 There were no outstanding stock options or stock
appreciation rights granted to our executive officers and directors at December 31, 2024.

 Aggregated Option Exercises

 There were no options exercised by any officer
or director of our company during our twelve-month period ended December 31, 2024.

 Long-Term Incentive Plan

 On July 29, 2021, we adopted a 2021 Stock Incentive
Plan for Employees and Consultants (2021 ESIP) where we filed an S-8 registration statement with the Securities and Exchange Commission
registering 5,000,000 shares of common stock that were approved to be awarded under the 2021 ESIP. Pursuant to the 2021 ESIP, a total
of 3,095,000 shares were issued to 4 of its employees and consultants.

 On June 14, 2022, we adopted a 2022 Stock Incentive
Plan for Employee and Consultants (2022 ESIP) where we filed an S-8 registration statement with the Securities and Exchange Commission
registering 7,000,000 shares of common stock that were approved to be awarded under the 2022 ESIP. On June 30, 2022, the Company issued
a total of 7,000,000 shares of its Common Stock to 4 of its employees and consultants.

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

 The following table sets forth, as of February
12, 2025 certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial
owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group. Each person
has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists
of a direct interest in the shares of common stock, except as otherwise indicated.

 Name and Address of Beneficial Owner

 Amount and Nature of
 Beneficial Ownership

 of Class (1)

 Dai SONG (1)
 805, 8 th Floor, Menara Mutiara Majestic, Jalan Othman, Petaling Jaya 46000, Selangor, Malaysia.
 Common Stock

 112,617,521
 (2)

 74.5%

 Kamal Hamidon
 805, 8 th Floor, Menara Mutiara Majestic, Jalan Othman, Petaling Jaya 46000, Selangor, Malaysia

 0.7%

 Ganesha Karuppiaya
 805, 8 th Floor, Menara Mutiara Majestic, Jalan Othman, Petaling Jaya 46000, Selangor, Malaysia

 0.7%

 Dai SONG
 805, 8 th Floor, Menara Mutiara Majestic, Jalan Othman, Petaling Jaya 46000, Selangor, Malaysia.
 Series A Preferred Stock

 Bruhaas (B) Sdn. Bhd.
 805, 8 th Floor, Menara Mutiara Majestic, Jalan Othman, Petaling Jaya 46000, Selangor, Malaysia.
 Series B Convertible Preferred Stock

 2,891,597

 Porta Capital Limited
 805, 8 th Floor, Menara Mutiara Majestic, Jalan Othman, Petaling Jaya 46000, Selangor, Malaysia.
 Series B Convertible Preferred Stock

 2,541,194

 Directors and officers as a group (common stock)

 114,617,521

 75.8%

 _______________

 (1)

 Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.

 (2)

 The total includes 2,000,000 shares issued to Dai Song for his interest in Leet Technology Limited.

 The issuer is not aware of any person who owns
of record, or is known to own beneficially, ten percent or more of the outstanding securities of any class of the issuer, other than as
set forth above. The issuer is not aware of any person who controls the issuer as specified in Section 2(a)(1) of the 1940 Act. The Company
does not have an investment advisor.

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

 Corporate Governance

 As
of December 31, 2024, our Board of Directors consisted of Song Dai and Ganesha Karuppiaya. As of December 31, 2024, we did not have any
directors that qualified as "independent directors" as the term is used in NASDAQ rule 5605(a)(2).

 ITEM 14 – PRINCIPAL ACCOUNTING FEES AND
SERVICES

 Audit fees

 The aggregate fees billed for the two most recently
completed fiscal periods for professional services rendered by JP Centurion & Partners PLT for the year ended December 31, 2024 and
2023, and Simon & Edward LLP for quarterly reviews of our interim consolidated financial statements and services normally provided
by the independent accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

 Year Ended
 December 31, 2024

 Year Ended
 December 31, 2023

 Audit Fees and Audit Related Fees – Marcum LLP

 $
 –

 $
 104,531

 Audit Fees and Audit Related Fees – Simon & Edward LLP

 –

 55,000

 Audit Fees and Audit Related Fees – JP Centurion & Partners PLT

 87,156

 60,000

 IT Audit Fees and Audit Related Fees – Dome Management Consulting

 –

 20,732

 Tax Fees – Simon & Edward LLP

 –

 6,500

 Total

 $
 87,156

 $
 246,763

 In the above table, "audit fees" are
fees billed by our company's external auditor for services provided in auditing our company's annual consolidated financial
statements for the subject year. "Audit-related fees" are fees not included in audit fees that are billed by the auditor for
assurance and related services that are reasonably related to the performance of the audit review of our company's consolidated
financial statements. "Tax fees" are fees billed by the auditor for professional services rendered for tax compliance, tax
advice and tax planning. "All other fees" are fees billed by the auditor for products and services not included in the foregoing
categories.

 ITEM 15 – EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 (a)(1) Financial Statements

 For a list of financial statements
and supplementary data filed as part of this Annual Report, see the Index to Financial Statements beginning at page F-1 of this Annual
Report.

 (a)(2) Financial Statement
Schedules

 We do not have any financial
statement schedules required to be supplied under this Item.

 (a)(3) Exhibits

 Refer to (b) below.

 Item No.

 Description

 10.1

 Employment Agreement between Leet Entertainment and Kamal Hamidon Bin Mohamed Ali *

 10.2

 Employment Agreement between Leet Entertainment and Long Ding Jung *

 10.3

 Employment Agreement between Leet Entertainment and Ganesha Karuppiaya *

 31.1

 Principal Executive Officer Certification required by Rules 13a-14 and 15d-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 31.2

 Principal Financial Officer Certification required by Rules 13a-14 and 15d-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 32.1

 Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes Oxley Act of 2002

 32.2

 Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes Oxley Act of 2002

 101.

 Inline Interactive Data Files for the Company's Form 10-K.

 _______________

 * Incorporated
by reference to Form 10-K for fiscal year ended December 31, 2020 filed on March 12, 2021

 SIGNATURES

 In accordance with Section
13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 Blow & Drive Interlock Corporation

 Dated: March 31, 2025

 /s/ Dai SONG

 By:

 Dai SONG

 Its:

 Interim CEO

 Dated: March 31, 2025

 /s/ Jayaisvaran Muruhan

 By:

 Jayaisvaran Muruhan

 Its:

 Interim Chief Financial Officer and Principal Accounting Officer

 In accordance with the Exchange
Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 Dated: March 31, 2025

 /s/ Dai Song

 By:

 Dai Song, Director