The following discussion and analysis of our Company's financial condition and
results of operations should be read in conjunction with our unaudited condensed
consolidated financial statements and the related notes included elsewhere in
the report. This discussion contains forward-looking statements that involve
risks and uncertainties. Actual results and the timing of selected events could
differ materially from those anticipated in these forward-looking statements as
a result of various factors. See "Cautionary Note Concerning Forward-Looking
Statements" on page 7.



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



Overview

We are a Nevada holding company with operations conducted through our subsidiaries based in Singapore and Hong Kong. The Company, through its subsidiaries, is engaged in two business segments: (i) the physical arts and collectibles business, and (ii) the financing/money lending business.





Through our physical arts and collectibles business, we provide authentication,
valuation and certification ("AVC") service, sale and purchase, hire purchase,
financing, custody, security and exhibition ("CSE") services to art and
collectibles buyers through traditional methods as well as through leveraging
blockchain technology through the creation of Digital Ownership Tokens ("DOTs").



DOT is an integrated, best in class, smart contract for art and collectible
pieces. We use blockchain technology to help resolve the issues of provenance,
authenticity and ownership in the arts and collectibles market. For each art or
collectible piece, we create an individual DOT that includes an independent
appraisal, a 3D rendering of the piece, high-definition photo of the piece, AI
recognition file of the piece and a set of legal documents to provide proof of
ownership and provenance of the piece to the blockchain. Our DOTs are intended
to provide assurance on the authenticity of art or collectible pieces as well as
act as a record of ownership transfers using blockchain technology to establish
provenance of the piece. As the owner of a DOT, the buyer will be able to take
the necessary legal action against those who breach the digital ownership
rights. We initially intend to focus on customers located in Hong Kong and
expand throughout Asia and the rest of the world.



We conduct our DOT operations from Singapore. In Singapore, cryptocurrencies and
the custodianship of such cryptocurrencies are not specifically regulated.
Cryptocurrency exchanges and trading of cryptocurrencies are legal, but not
considered legal tender. To the extent that cryptocurrencies or tokens are
considered "capital market products" such as securities, spot foreign exchange
contracts, derivatives and the like, they will be subject to the jurisdiction of
the Monetary Authority of Singapore ("MAS"), Securities and Futures Act,
anti-money laundering and combating the financing of terrorism laws and
requirements. To the extent that tokens are deemed "digital payment tokens,"
they will be subject to the Payment Services Act of 2019 which, among other
things, require compliance with anti-money laundering and combating the
financing of terrorism laws and requirements. According to the Payment Services
Act of 2019, "digital payment token" means any digital representation of value
(other than an excluded digital representation of value) that (a) is expressed
as a unit; (b) is not denominated in any currency, and is not pegged by its
issuer to any currency; (c) is, or is intended to be, a medium of exchange
accepted by the public, or a section of the public, as payment for goods or
services or for the discharge of a debt; (d) can be transferred, stored or
traded electronically; and (e) satisfies such other characteristics as the
Authority may prescribe. Our DOTs, therefore, are not securities or digital
payment tokens subject to these acts.



We receive fiat and cryptocurrency from the sale of art and collectibles and
collection of transaction fees derived from the secondary and subsequent sales
of the collectibles. In order to minimize the risk of price fluctuation in
cryptocurrency, after we receive the cryptocurrencies, we will recognize the
value by immediately exchange them into US dollar or stable currencies that

are
pegged with US dollar.



We conduct our financing/money lending business through our Hong Kong
subsidiaries which are licensed under Hong Kong's Money Lenders Ordinance. We
primarily provide unsecured personal loan financings to private individuals. We
also have a small portfolio of mortgage loans. Revenue is generated from
interest received from the provision of loans to private individual customers.



                                       38





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

or
become worthless.



As a U.S.-listed company with operations in Hong Kong, we may face heightened
scrutiny, criticism and negative publicity, which could result in a material
change in our operations and the value of our common stock. It could also
significantly limit or completely hinder our ability to offer or continue to
offer securities to investors and cause the value of such securities to
significantly decline or be worthless. Additionally, changes in Chinese internal
regulatory mandates, such as the M&A rules, Anti-Monopoly Law, and the soon to
be effective Data Security Law, may target the Company's corporate structure and
impact our ability to conduct business in Hong Kong, accept foreign investments,
or list on an U.S. or other foreign exchange. For a detailed description of the
risks facing the Company and the offering associated with our operations in Hong
Kong, please refer to "Risk Factors - Risk Factors Relating to Our Operations in
Hong Kong" as disclosed in our set forth in the Company's Registration Statement
on Form 10 filed with the U.S. Securities and Exchange Commission (the "SEC") on
April 15, 2022 (the "Form 10-K").



Our corporate chart is below:



                               [[Image Removed]]

Note 1: In May 2021, Massive Treasure entered into a Share Swap Letter Agreement
(the "100% Share Swap Letter") with the shareholders of each of E-on Finance
Limited ("E-on") and 8M Limited ("8M") to acquire 100% of each of E-on and 8M
for 20,110,604 and 10,055,302 shares of common stock of COSG respectively based
upon the closing price of the common stock of COSG as of the date of signing of
the 100% Share Swap Letter and determined in accordance with the terms of the
100% Share Swap Letter on the date. The acquisition of E-on and 8M consummated
in May 2021. Thereon, COSG issued 10,256,409 shares and 5,128,204 shares to the
shareholders of E-on and 8M respectively.



COSG is obligated to issue 9,854,195 and 4,927,098 shares on the first
anniversary of the closing of the acquisition to the former shareholders of E-on
and 8M respectively, subject to certain clawback provisions. E-on and 8M are
obligated to meet certain financial milestones in each of the two-year
anniversaries following the closing. Failure to meet such milestones will result
in a clawback of the shares issued to the former shareholders. On the second
anniversary of the closing, if E-on or 8M exceeds the aggregate financial
milestone set for the two years, the former shareholders thereof shall be
entitled to additional shares of COSG as determined in accordance with the

100%
Share Swap Letter.



Note 2: In May and June 2021, Massive Treasure entered into a Share Swap Letter
Agreement (the "51% Share Swap Letter") with the shareholders of each of the
entities to acquire 51% of the issued and outstanding securities of the entities
for an aggregate amount of 23,589,736 shares of COSG's common stock as set forth
below (the "First Tranche Shares"), based upon the closing price of the common
stock of COSG as of the date of signing the 51% Share Swap Letter and determined
in accordance with the terms of the 51% Share Swap Letter. The acquisition of
the entities consummated in May and June 2021. Thereon, COSG issued the First
Tranche Shares.



                                       39





On the first anniversary of the closing, COSG is obligated to issue a second
tranche of shares of its common stock, based upon the closing price of its
shares as of the fifth business day prior to such first anniversary as
determined in accordance with the terms of the 51% Share Swap Letter (the
"Second Tranche Shares"). Upon the issuance of the Second Tranche Shares, each
of the entities will deliver the remaining 49% of the issued and outstanding
securities to COSG to become wholly owned subsidiaries of COSG. Each of the
entities are obligated to meet certain financial milestones in each of the
two-year anniversaries following the closing. Failure to meet such milestones
will result in a clawback of the shares issued to the former shareholders. On
the second anniversary of the closing, if any entity exceeds the aggregate
financial milestone set for the two years, the former shareholders thereof shall
be entitled to additional shares of COSG as determined in accordance with the
51% Share Swap Letter.



Note 3: On February 10, 2022, the Company consummated the acquisition of 80% of
the issued and outstanding securities of Grand Gallery Limited, a Hong Kong
limited liability company engaged in the business of selling traditional art and
collectible pieces, through the issuance of 153,060 shares of our common stock,
at a valuation of $4.00 per share. The Company believes that this acquisition
will strengthen our DOT business by expanding our access to buyers of arts

and
collectibles.

Commentary on our Revenue - an overview





In this quarter, we have seen strong and continued revenue growth. The total
revenue for 2022 Q2 was approximately US$4.7 million consisting of approximately
$3.05 million from the DOT business segment and $1.65 million from the lending
segment. Our DOT revenue are primarily attributable to: (i) our MetaMall/Resale
transactions of approximately US$3.04 million; (ii) primary DOT sales (revenue
from sales of new collectible DOTs) of approximately US$198,000; and (iii)
Coinllectibles Sports of approximately US$35,000.

Commentary on DOT Revenue - our key growth driver





As a whole, the 2022 Q2 revenue growth is in line with Management's
expectations. Our business model focuses on the rights of ownership through a
digital ownership token attached to physical art or some other collectible with
real world tangible value. The business is fundamentally different from the
model NFT marketplaces like OpenSea or Rarible that list third party NFTs for
sale. Given the business model targets the physical art and collectibles market,
the relative growth in the overall art markets sales at major auction houses and
art fairs, we were less affected by the recent negative sentiment in the crypto
and NFT markets.



We currently generate revenue from primary sales, or sales of new collectibles
DOTs and resale transaction fees between 8% and 10% each time the DOT is sold in
the secondary market. Because each collectible has the potential of generating
revenue beyond the initial sale, we intend to focus on bringing quality primary
sales DOT for long term ownership as well as resale potential to market. A key
focus of the company is to work with appropriate partners to mint and sell DOTs
attached to high quality collectibles in an increasing range of art such as
photographs and sculptures and a range of other market segments including
sports. We feel that DOTs are an attractive way for artists, galleries, auction
houses to engage with existing and new buyer bases in addition to their current
sales strategies. We see further opportunity to engage with partners to support
strategies using applications of DOTs such as in the luxury goods segment.



The sports collectibles market is another area of potential application for
DOTs. According to Market Decipher, the market value of sports collectibles -
which is currently at US$26.1billion, is expected to reach US$227 billion by
2032. Sports related NFTs, with a current estimated market value of US$1.4
billion, is also expected to reach an estimated market value of US$92 billion by
2032.



                                       40

Commentary on finance revenue - providing stability to the business





The lending segment is providing a stable revenue to the Group, and we generated
approximately US$1.65 million and US$1.63 million for the three months ended
June 30, 2022 and 2021 respectively. Our finance companies are licensed to
originate personal loans, company loans and mortgage loans in Hong Kong, and
generate interest income from these loans. In contrast to the significant growth
in DOT revenue, our finance companies have long been established in Hong Kong
and thus, the growth of the business is relatively steady. Despite the global
economic situation and consequences caused by the pandemic, we believe that
there is always a need for borrowing, and anticipate our lending segment to
continue to provide stable revenue in the near future.



Other Activities




On December 31, 2021, the Company entered into an Equity Purchase Agreement with
Williamsburg Venture Holdings, LLC, a Nevada limited liability company
("Investor"), pursuant to which the Investor agreed to invest up to Thirty
Million Dollars ($30,000,000) over a 36-months period in accordance with the
terms and conditions of that certain Equity Purchase Agreement, dated as of
December 31, 2021, by and between the Company and the Investor (the "Equity
Purchase Agreement"). During the term, the Company shall be entitled to put to
the Investor, and the Investor shall be obligated to purchase, such number of
shares of the Company's common stock and at such price as are determined in
accordance with the Equity Purchase Agreement. The per share purchase price for
the Williamsburg Put Shares will be equal to 88% the lowest traded price of the
Common Stock on the principal market during the five (5) consecutive trading
days immediately preceding the date which Williamsburg received the Williamsburg
Put Shares as DWAC Shares in its brokerage account (as reported by Bloomberg
Finance L.P., Quotestream, or other reputable source). In connection with the
Equity Purchase Agreement, both parties also entered into a Registration Rights
Agreement (the "Registration Rights Agreement") pursuant to which the Company
agreed to register with the SEC the common stock issuable under the Equity
Purchase Agreement, among other securities. As of June 30, 2022, the remaining
balance for Equity Purchase from the Investor was $30,000,000.



In connection with the Equity Purchase Agreement, the parties also entered into
a Registration Rights Agreement (the "Registration Rights Agreement") pursuant
to which the Company agreed to register with the SEC the common stock issuable
under the Equity Purchase Agreement, among other securities.



The foregoing descriptions of the Equity Purchase Agreement and the Registration
Rights Agreement are qualified in their entirety by reference to the Equity
Purchase Agreement and the Registration Rights Agreement, which are filed as
Exhibits 10.3 and 10.4 to this Quarterly Report and incorporated herein by
reference.



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



Results of Operations.



The recent outbreak of COVID-19, which has been declared by the World Health
Organization to be a pandemic, has spread across the globe and is impacting
worldwide economic activity. The COVID-19 pandemic has significantly impacted
health and economic conditions throughout Asian region. National, regional and
local governments took a variety of actions to contain the spread of COVID-19,
including office and store closures, quarantining suspected COVID-19 patients,
and capacity limitations. These developments have significantly impacted the
results of operations, financial condition and cash flows of the Company
included in this reporting. The impact included the difficulties of working
remotely from home including slow Internet connection, the inability of our
accounting and financial officers to collaborate as effectively as they would
otherwise have in an office environment and issues arising from mandatory state
quarantines.




While it is not possible at this time to estimate with sufficient certainty the
impact that COVID-19 could have on the Company's business, the continued spread
of COVID-19 and the measures taken by federal, state, local and foreign
governments could disrupt the operation of the Company's business. The COVID-19
outbreak and mitigation measures have also had and may continue to have an
adverse impact on global and domestic economic conditions, which could have an
adverse effect on the Company's business and financial condition, including on
its potential to conduct financings on terms acceptable to the Company, if at
all. In addition, the Company has taken temporary precautionary measures
intended to help minimize the risk of the virus to its employees, including
temporarily requiring employees to work remotely, and discouraging employee
attendance at in-person work-related meetings, which could negatively affect the
Company's business. These measures are continuing. The extent to which the
COVID-19 outbreak impacts the Company's results will depend on future
developments that are highly uncertain and cannot be predicted, including new
information that may emerge concerning the severity of the virus and the actions
to contain its impact.



                                       41






As of June 30, 2022, we had a working capital of $3,416,218 and accumulated
deficit of $109,488,080. As a result, our continuation as a going concern is
dependent upon improving our profitability and continued financial support from
our stockholders or other capital sources. Management believes that continued
financial support from existing shareholders and external financing will provide
the additional cash necessary to meet our obligations as they become due. Our
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.



Stock Based Compensation



The Company recognized a one-time USD 80 million non-cash item payment to the
following three unaffiliated vendors for services provided from January 1 to
April 30, 2022, with USD 60 million expensed in the first quarter of 2022 and
USD 20 million expensed in the second quarter of 2022.



Name              No. of Common Shares
LUNG Yuen                     6,000,000
CHAN Chi Keung                6,000,000
FU Wah                        8,000,000
TOTAL                        20,000,000




The consultancy fee expenses of USD 80 million resulted from the relevant
accounting treatment of the 20,000,000 shares of Common Stock of the Company,
issuable at $4 per share, being committed in the service agreements.  On May 18,
all shares of common stock of the Company have been issued.  There was no cash
compensation for services. The services composed of the following:

1) Technology services which include IT infrastructure setup, item storage

management and metaverse consultation.

2) Business development which includes introduction of new artist and sourcing


     of new inventory to be made available onto the platform.





The services were procured and the fees agreed upon in mid of 2021 for the
fundamental set up of the arts and collectibles business for both the technology
platform architectural design and development management to support the new arts
and collectibles DOT business, and also the sourcing and management of the
initial arts and collectibles items to be contributed for starting up the
business, including the coverage of setting up the authentication and
verification standards and process for the business.  These services build up
the core IT and business development operations of the arts and collectibles
business for the Company, allowing the Company to continue to move forward
towards its DOT business initiative.



The foregoing description of the Consultancy Agreements with each of LUNG Yuen,
CHAN Chi Keung and FU Wah are qualified in their entirety by reference to the
such Consultancy Agreements, which are filed as Exhibits 10.5, 10.6 and 10.7 to
this Quarterly Report and incorporated herein by reference.



                                       42

Comparison of the three months ended June 30, 2022 and June 30, 2021

The following table sets forth certain operational data for the three months ended June 30, 2022, compared to the three months ended June 30, 2021:





                                                        Three months ended
                                                             June 30,
                                                       2022             2021
Revenue:
Lending segment                                    $   1,649,528     $ 1,626,323

Arts and collectibles technology ("ACT") segment       3,043,530           

   -
Total revenue                                          4,693,058       1,626,323
Cost of revenue:
Lending segment                                         (293,385 )      (272,999 )
ACT segment                                             (141,376 )             -
Gross profit                                           4,258,297       1,353,324
Operating expenses:
Sales and marketing                                   (6,892,199 )       (13,091 )
Corporate development                                 (6,743,525 )             -
Technology and development                            (8,204,895 )             -
General and administrative                            (2,669,294 )      (793,985 )
(Loss) income from operations                        (20,251,616 )

546,248


Total other income (expense), net                       (216,149 )

138,414


(Loss) income before income taxes                    (20,467,765 )       684,662
Income tax expense                                      (146,113 )      (207,873 )

NET (LOSS) INCOME                                  $ (20,613,878 )   $   476,789

Non-cash consultancy expenses                         21,408,671           

   -

ADJUSTED INCOME                                    $     794,793     $   476,789




Revenue. Revenue for the three months ended June 30, 2022 and 2021 was
$4,693,058 and $1,626,323. The increase in revenue of approximately $3,066,735
is primarily due to the increase from the loan interest income received and
sales of collectibles. During the three months ended June 30, 2022 and 2021,
revenues were mainly attributable to the lending segment representing 35.1% and
100%, and ACT segment representing 64.9% and 0%, respectively.



Cost of Revenue. Cost of revenue of approximately $434,761 for the three months
ended June 30, 2022 consisted primarily of interest expense and cost of
collectibles. The increase in cost of revenues of approximately $161,762 from
the comparable period in 2021 was mainly due to the increase in sales in ACT
segment which led to the increase in cost of collectibles.



Gross Profit. We achieved a gross profit of $4,258,297 and $1,353,324 for the
three months ended June 30, 2022, and 2021, respectively. The increase in gross
profit for the three months ended June 30, 2022 was approximately $2,904,973,
which was mainly due to the increase in gross profit is primarily attributable
to an increase in our ACT segment volume.



Sales and marketing. We incurred sales and marketing expenses of $6,892,199 and
$13,091 for the three months ended June 30, 2022, and 2021, respectively. Sales
and marketing expenses consist primarily of costs related to public relations,
consultancy fee, advertising and marketing programs, and personnel-related
expenses. Sales and marketing expense increased by approximately $6,879,108 in
the three months ended June 30, 2022 from $13,091 in the same period of 2021.
The increase was primarily due to the increase in non-cash consultancy expenses
charged by consultants for marketing events for ACT segment amounted to
$6,483,470.



                                       43





Corporate development. We incurred corporate development expenses of $6,743,525
and $0 for the three months ended June 30, 2022, and 2021, respectively.
Corporate development expenses consist primarily of personnel-related expenses
incurred to support our corporate development. Corporate development expenses
increased by approximately $6,743,525 in the six months ended June 30, 2022 from
$0 in the same period of 2021. The increase was primarily due to the increase in
non-cash consultancy expense charged by consultants for corporate and community
development for ACT segment amounted to $6,563,701.



Technology and development. We incurred technology and development expenses of
$8,204,895 and $0 for the three months ended June 30, 2022, and 2021,
respectively. Technology and support expenses consist primarily of (i)
development of the DOT (digital ownership token), an effective application of
NFT technologies to real world assets, both tangible and intangible, (ii)
research and development of blockchain smart contracts and other coding to apply
the most suitable blockchains for DOTs and maintaining a distributed ledger to
record all transactions and (iii) Development of a client management system to
facilitate the sale and purchase of DOTs by both crypto and non-crypto natives.
Technology and development expenses increased by approximately $8,204,895 in the
three months ended June 30, 2022 from $0 in the same period of 2021. The
increase was primarily due to the increase in non-cash consultancy fee charged
by 3D technology consultants for ACT segment amounted to $8,030,000.



General and administrative. We incurred general and administrative expenses of
$2,669,294 and $793,985 for the three months ended June 30, 2022, and 2021,
respectively. General and administrative expenses consist primarily of
professional fees, audit fees, other miscellaneous expenses incurred in
connection with general operations and personnel-related expenses incurred to
support our business, including legal, finance, executive, and other support
operations. General and administrative expenses increased by approximately
$1,875,309 in the three months ended June 30, 2022 from $793,985 in the same
period of 2021. The increase was primarily due to the increase in non-cash
consultancy expense amounted to $331,500, directors' remuneration, and
management fee charged by a related company owned by the director of the
Company.

Other Income (expense), net. We incurred net other income of ($216,149) and $138,414 for the three months ended June 30, 2022 and 2021, respectively.

Income Tax Expense. Our income tax expense for the three months ended June 30, 2022 and 2021 was $146,113 and $207,873, respectively.


Net (Loss) Income. During the three months ended June 30, 2022 and 2021, we
incurred a net (loss) income of ($20,613,878) and $476,789, respectively. The
decrease in net income for the three months ended June 30, 2022 of $21,090,667
was mainly attributed from the increase in operating expenses.

Comparison of the six months ended June 30, 2022 and June 30, 2021

The following table sets forth certain operational data for the six months ended June 30, 2022, compared to the six months ended June 30, 2021:





                                                          Six months ended
                                                              June 30,
                                                       2022              2021
Revenue:
Lending segment                                    $   3,315,669     $  3,227,945

Arts and collectibles technology ("ACT") segment       5,558,336           

    -
Total revenue                                          8,874,005        3,227,945
Cost of revenue:
Lending segment                                         (340,291 )       (776,946 )
ACT segment                                             (807,135 )              -
Gross profit                                           7,726,579        2,450,999
Operating expenses:
Sales and marketing                                  (26,256,855 )        (42,354 )
Corporate development                                (25,732,131 )              -
Technology and support                               (32,558,567 )              -
General and administrative                            (5,398,296 )     (1,649,724 )
(Loss) income from operations                        (82,219,270 )

758,921


Total other income (expense), net                       (432,484 )

140,712


(Loss) income before income taxes                    (82,651,754 )        899,633
Income tax expense                                      (357,268 )       (213,929 )

NET (LOSS) INCOME                                  $ (83,009,022 )   $    685,704
Non-cash consultancy expenses                         83,776,171                -

ADJUSTED INCOME                                    $     767,149     $    685,704




Revenue. Revenue for the six months ended June 30, 2022 and 2021 was $8,874,005
and $3,227,945. The increase in revenue of approximately $5,646,060 is primarily
due to the increase from the loan interest income received and sales of
collectibles. During the six months ended June 30, 2022 and 2021, revenues were
mainly attributable to the lending segment representing 37.4% and 100%, and ACT
segment representing 62.6% and 0%, respectively.



                                       44





Cost of Revenue. Cost of revenue of approximately $1,147,426 for the six months
ended June 30, 2022 consisted primarily of interest expense and cost of
collectibles. The increase in cost of revenues of approximately $370,480 from
the comparable period in 2021 was mainly due to the increase in sales in ACT
segment which led to the increase in cost of collectibles.



Gross Profit. We achieved a gross profit of $7,726,579 and $2,450,999 for the
six months ended June 30, 2022, and 2021, respectively. The increase in gross
profit for the six months ended June 30, 2022 was approximately $5,275,580,
which was mainly due to the increase in gross profit is primarily attributable
to an increase in our ACT segment volume.



Sales and marketing. We incurred sales and marketing expenses of $26,256,855 and
$42,354 for the six months ended June 30, 2022, and 2021, respectively. Sales
and marketing expenses consist primarily of costs related to public relations,
consultancy fee, advertising and marketing programs, and personnel-related
expenses. Sales and marketing expense increased by approximately $26,214,501 in
the six months ended June 30, 2022 from $42,354 in the same period of 2021. The
increase was primarily due to the increase in non-cash consultancy expense
charged by consultants for marketing events for ACT segment amounted to
$25,763,470.



Corporate development. We incurred corporate development expenses of $25,732,131
and $0 for the six months ended June 30, 2022, and 2021, respectively. Corporate
development expenses consist primarily of personnel-related expenses incurred to
support our corporate development. Corporate development expenses increased by
approximately $25,732,131 in the six months ended June 30, 2022 from $0 in the
same period of 2021. The increase was primarily due to the increase in non-cash
consultancy expense charged by consultants for corporate and community
development for ACT segment amounted to $25,313,701.



Technology and development. We incurred technology and development expenses of
$32,558,567 and $0 for the six months ended June 30, 2022, and 2021,
respectively. Technology and support expenses consist primarily of (i)
development of the DOT (digital ownership token), an effective application of
NFT technologies to real world assets, both tangible and intangible, (ii)
research and development of blockchain smart contracts and other coding to apply
the most suitable blockchains for DOTs and maintaining a distributed ledger to
record all transactions and (iii) Development of a client management system to
facilitate the sale and purchase of DOTs by both crypto and non-crypto natives.
Technology and development expenses increased by approximately $32,558,567 in
the six months ended June 30, 2022 from $0 in the same period of 2021. The
increase was primarily due to the increase in non-cash consultancy expense
charged by 3D technology consultants for ACT segment amounted to $32,060,000.



General and administrative. We incurred general and administrative expenses of
$5,398,296 and $1,649,724 for the six months ended June 30, 2022, and 2021,
respectively. General and administrative expenses consist primarily of
professional fees, audit fees, other miscellaneous expenses incurred in
connection with general operations and personnel-related expenses incurred to
support our business, including legal, finance, executive, and other support
operations. General and administrative expenses increased by approximately
$3,748,572 in the six months ended June 30, 2022 from $1,649,724 in the same
period of 2021. The increase was primarily due to the increase in non-cash
consultancy expense amounted to $639,000, directors' remuneration, and
management fee charged by a related company owned by the director of the
Company.

Other Income (expense), net. We incurred net other income of ($432,484) and $140,712 for the six months ended June 30, 2022 and 2021, respectively.

Income Tax expense. Our income tax expense for the six months ended June 30, 2022 and 2021 was $357,268 and $213,929, respectively.





Net (Loss) Income. During the six months ended June 30, 2022 and 2021, we
incurred a net (loss) income of ($83,009,022) and $685,704, respectively. The
decrease in net income for the six months ended June 30, 2022 of ($83,694,726)
was mainly attributed from the increase in operating expenses.



                                       45

Liquidity and Capital Resources

As of June 30, 2022 and December 31, 2021, we had cash and cash equivalents of $1,772,287 and $1,131,128.


We expect to incur significantly greater expenses in the near future as we
develop our arts and collectibles technology business or enter into strategic
partnerships. We also expect our general and administrative expenses to increase
as we expand our finance and administrative staff, add infrastructure, and incur
additional costs related to being reporting act company, including directors'
and officers' insurance and increased professional fees.

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





Going Concern Uncertainties



Our continuation as a going concern is dependent upon improving our
profitability and the continuing financial support from our stockholders. Our
sources of capital in the past have included the sale of equity securities,
which include common stock sold in private transactions and public offerings,
lease liability and short-term and long-term debts. In addition, with respect to
the ongoing and evolving coronavirus (COVID-19) outbreak, which was designated
as a pandemic by the World Health Organization on March 11, 2020, the outbreak
has caused substantial disruption in international economies and global trades
and if repercussions of the outbreak are prolonged, could have a significant
adverse impact on our business. Given the addition political and public health
challenges, our ability to obtain external financing or financing from existing
shareholders to fund our working capital needs has been materially and adversely
impacted, and there can be no assurance that we will be able to raise such
additional capital resources on satisfactory terms. We believe that our current
cash and other sources of liquidity discussed below are adequate to support
general operations for at least the next 12 months.



                                                            Six Months Ended
                                                                June 30,
                                                          2022             2021

Net cash provided by (used in) operating activities $ 2,992,746 $ (5,120,530 ) Net cash provided by investing activities

                   28,601

164,172

Net cash provided by (used in) financing activities $ (2,366,830 ) $ 5,738,557

Net Cash Provided by (Used In) Operating Activities.





For the six months ended June 30, 2022, net cash provided by operating
activities was $2,992,746 which consisted primarily of a net loss of
$83,009,022, imputed interest expense of $479,491, amortization of $1,986,506,
digital assets paid for expense of $5,584,209, shares issued for services
rendered of $82,656,800, a decrease in loan interest and fee receivables of
$199,527, a decrease in inventory of $773,917, an increase in accrued consulting
and service fee of $1,089,371, an increase in accounts payables of $135,300 and
an increase in income tax payable of $357,268; offset by digital assets received
of $5,746,724 and an increase in loan receivables of $1,600,347.



                                       46





For the six months ended June 30, 2021, net cash used in operating activities
was $5,120,530, which consisted primarily of a net income of $685,704, an
increase in accrued liabilities and other payables of $43,302, an increase in
income tax payable of $213,821; offset by gain from forgiveness of related party
debts of $138,414, an increase in loan receivables of $5,039,086, an increase in
loan interest and fee receivables of $266,290 and an increase in repayment and
other receivables of $629,627.

We expect to continue to rely on cash generated through financing from our existing shareholders and private placements of our securities, however, to finance our operations and future acquisitions.

Net Cash Provided by (Used in) Investing Activities.





For the six months ended June 30, 2022 and 2021, net cash provided by investment
activities was $28,601 and $164,172, respectively. The net cash used in
investing activities for the six months ended June 30, 2022 mainly consisted of
cash from acquisition of a subsidiary of $33,336; offset by acquisition of
property and equipment of $2,861 and purchase of intangible assets of $1,874.
The net cash provided by investing activities for the six months ended June 30,
2021 consisted of disposal of property and equipment of $164,172.

Net Cash Provided By (Used In) Financing Activities.

For the six months ended June 30, 2022, net cash used in financing activities was $2,366,830 consisting of repayment of advance from related parties of $2,947,618; offset by proceeds from loan payables of $580,788.

For the six months ended June 30, 2021, net cash provided by financing activities was $5,738,557 consisting primarily of advances from related parties of $8,141,550; offset by repayment of loan payables of $2,402,993.





Material Cash Requirements



We have not achieved profitability since our inception, and we expect to
continue to incur net losses for the foreseeable future. We expect net cash
expended in 2022 to be significantly higher than 2021. As of June 30, 2022, we
had an accumulated deficit of $109,488,080. Our material cash requirements are
highly dependent upon the additional financial support from our major
shareholders in the next 12 - 18 months.



We had the following contractual obligations and commercial commitments as of
June 30, 2022:



                                                                                                        More
                                                      Less than                                        than 5
Contractual Obligations                Total            1 year         1-3 Years       3-5 Years        Years
                                         $                $                $               $              $

Amounts due to related parties        17,985,430       17,985,430          

    -               -             -
Tax obligation                           773,904          773,904               -               -             -
Accounts payable                         374,510          374,510               -               -             -
Loan payable                           1,070,624        1,070,624               -               -             -
Operating lease liabilities              214,793          214,793

Other contractual liabilities (1)      1,544,722        1,544,722          

    -               -             -
Commercial commitments                         -                -               -               -             -
Bank loan repayment                            -                -               -               -             -
Total obligations                     21,963,983       21,963,983               -               -             -

(1) Includes all obligations included in "Accrued liabilities and other payables"

and "Accrued consulting and service fee" in current liabilities in the

"Unaudited Condensed Consolidated Balance Sheets" that are contractually


    fixed as to timing and amount.

Off-Balance Sheet Arrangements

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

Contractual Obligations and Commercial Commitments

We have contractual obligations and commercial commitments as of June 30, 2022.

As of June 30, 2022, the Company had 800,000,000 shares of its common stock to be issued.





                                       47

Critical Accounting Policies and Estimates





For a detailed description of the Critical Accounting Policies and Estimates of
the Company, please refer to Part II, ITEM 7 "MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" in our Annual Report
Form 10-K for the year ended December 31, 2021 filed with the SEC on April

15,
2022.



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

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