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 no operations of its own as all operations
are 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. Our products and services are not offered in the United States but are
available to U.S. persons.




Through the physical arts and collectibles business of our subsidiaries, 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.



Our DOT operations are conducted 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. We
also generate revenue from transactions fees derived from the secondary and
subsequent sales of the collectibles made from our platform. We do not retain
any interest in the DOTs after they are sold. 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
digital currencies that are pegged with US dollar.



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



                                       43





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 Annual Report on Form
10-K 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.



                                       44





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.



Note 4: On September 1, 2022, the Company consummated the acquisition of 51% of
the issued and outstanding securities of Phoenix Waters Productions (HK)
Limited, a Hong Kong limited liability company engaged in film production,
through the issuance of 164,516 shares of our common stock, at a valuation

of
$1.50 per share.

Coinllectibles business overview





Despite a generally challenging economic environment and specifically in areas
of negative sentiment around the NFT and crypto currency markets, the Company
continued to see strong market interest in developing DOT applications tied

to a
range of physical items.




During the quarter, the Company partnered directly with galleries, auction
houses, artists and manufacturers to apply DOTs to physical items with a focus
on the premium art and collectible segment. While overall market sentiment to
NFTs in sport was weaker over the period, we believe the Company made progress
building interest in sports related DOTs in Asia in particular and in the use of
DOTs with 3D technology to enhance enjoyment value. Each of these market
segments are substantial in size, and we believe these markets provide
substantial growth opportunities for the use of DOTs to enhance user experience
and reach.



During the quarter, the Company launched several DOTs on ceramic art and
expanded its application of DOTs across new art related segments including
photographs, sculptures, and new artists. The price points of the DOTs tied to
physical items varied across launches. We collaborated on the launch of Fusion
DOTs on signed photographs from the William John Kennedy collection of iconic
Andy Warhol themes. As part of the launch there were several sessions to
increase awareness of the photographer William John Kennedy and his works. We
also partnered for a third time with UK headquartered Spink auction house to
mint DOTs on a collection of photographic DOTs of musicians titled "Live from
Abbey Road". Coinllectibles acquired 58 art pieces from Grand Gallery in Hong
Kong over the quarter. We launched DOTs on several distinct sculpture pieces by
world renowned British sculptor Jonathan Wylder. All pieces launched as Fusion
DOTs include documentation noting rights of ownership, photographs and other
supporting information.

In addition to applying DOT applications in the premium art market and collectibles segments, the Company is seeking to expand DOT applications to include luxury goods, sports and film. The Company announced plans to collaborate with the Swiss watch manufacture Quinting on DOTs tied to several unique watches. We believe the application of DOTs to the luxury goods area offers strong potential for DOTs.





The Company is seeking to conduct its activities in an environmentally sound
manner and is seeking ways and projects to accomplish this. Over the quarter the
Company began to mint DOTs on the Polygon blockchain.



Coinllectibles sees the metaverse as a strong opportunity and intends to focus
on metaverse related technologies and strategies to define and bridge art and
other areas of application across the metaverse and the real world. In October
2022, the Company announced its first physical conference to be held in
Singapore in November 2022 with an objective to address the interoperability of
decentralized and centralized metaverse Web platforms to promote dialogue and
engagement with industry leaders. In addition, attendees will be able to attend
fringe events and see a range of technologies and DOT pieces with which
Coinllectibles is working.



Lending business overview



The lending segment continued to provide a stable revenue to the Company, and we
generated approximately US$1.52 million and US$1.76 million for the three months
ended September 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.



                                       45

Development of Metaverse on Roblox


The Company is currently developing a metaverse in the Roblox environment. On
July 1, 2022, the Company's wholly-owned subsidiary, Coinllectibles Limited,
entered into a technical knowhow license and servicing agreement (the "Servicing
Agreement") with Total Chase Limited ("Total Chase"), a company controlled by
its major shareholder and former director, Dr. Lee. Pursuant to which the
Company engaged Total Chase to develop the technical knowhow for a term of
three-year. Marvel Digital AI Limited ("MDAI"), the subsidiary of Total Chase,
owns several intellectual properties and provides technical development services
to Total Chase. The technology we are implementing to our metaverse includes:

? Visual Intelligence Engine which consists of modules of face detection, image

restoration and enhancement, 3D model reconstruction, feature extraction

training on fingerprint model generation;

? Speech Recognition Engine which allows the transformation from speech to text,

text to speech and natural language processing;

? Text Analytics Engine which consists of modules of tokenization, stemming,

summarization, part-of-speech tagging, feature selection and feature

extraction;

? Emotion Recognition Engine which consists of modules of facial expression and

voice tone and tempo of AI characters;

? Motion Recognition Engine which consists of modules of motion detection,

tracking and recognition;

? AI Agent Creation Engine which consists of modules of dialog, event sequences,

moving path, AI agents behavior and emotion;

? NFT Generation and Loading Engine which allow users to facilitate creating

smart contracts for NFT products, uploading metadata of objects to a file

system for storage and loading objects from outside and port them into the


    Roblox metaverse





Under the terms of the Servicing Agreement, the Company is required to pay to
Total Chase an aggregate of $50,000,000 for the development of technical
knowhow. The consideration is payable in cash or cryptocurrencies. All MDAI's
proprietary items remain the sole and exclusive property of MDAI, Total Chase
will grant the Company a perpetual, non-exclusive, paid-up license to use
certain MDAI's proprietary items. The Company reserves the right to terminate
services in whole or in part, upon 7 days written notice to Total Chase. The
foregoing description of the Servicing Agreement is qualified in its entirety by
reference to such agreement which is filed as Exhibit 10.8 to this quarterly
report on Form 10-Q and incorporated herein by reference.



We intend to make the capabilities that could allow us to promote our arts and
collectibles and the concept of digital ownership through the metaverse we

are
building.



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 September 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.



On August 2, 2022, the Company entered into a Sale and Purchase Agreement with
CHAN Hin Yip, pursuant to which the Company agreed to purchase approximately 58
collectible items from Mr. Chan for a purchase price of HKD 1,305,000
(approximately USD $167,308) (the "Purchase Price"), through its subsidiaries
holds approximately 80% of the issued and outstanding securities of Grand
Gallery Limited ("GGL"), and Mr. Chan is a director and 5% equity owner of GGL.



On August 2, 2022, the Company and Mr. Chan entered into a Note Purchase
Agreement pursuant to which the Company agreed to pay the Purchase Price via a
promissory note that will be converted into shares of the Company's common stock
at a conversion price equal to 90% of the volume weighted average closing price
of the Company's common stock for the ten days immediately prior to February 2,
2023.



                                       46





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.



As of September 30, 2022, we had a working capital deficit of $3,605,373 and
accumulated deficit of $116,680,664. 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.



                    No. of
                    Common
Name                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 such
Consultancy Agreements, which are filed as Exhibits 10.5, 10.6 and 10.7 to this
Quarterly Report and incorporated herein by reference.



                                       47

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





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



                                                        Three months ended
                                                           September 30,
                                                       2022             2021
Revenue:
Lending segment                                    $  1,517,764     $  1,757,531
Arts and collectibles technology ("ACT") segment      2,493,100          524,868
Total revenue                                         4,010,864        2,282,399
Cost of revenue:
Lending segment                                         (27,046 )         (7,249 )
ACT segment                                            (311,620 )       (213,484 )
Gross profit                                          3,672,198        2,061,666
Operating expenses:
Sales and marketing                                    (499,464 )        (94,508 )
Corporate development                                  (510,786 )             -
Technology and development                             (273,839 )             -
Metaverse and AI development                         (5,000,000 )             -
General and administrative                           (4,344,801 )     (4,391,148 )
Loss from operations                                 (6,956,692 )     (2,423,990 )
Total other expense, net                               (203,063 )        (34,291 )
Loss before income tax                               (7,159,755 )     (2,458,281 )
Income tax expense                                     (188,878 )       (163,524 )

NET LOSS                                           $ (7,348,633 )   $ (2,621,805 )

NON-GAAP ADJUSTMENT
Non-cash consultancy expenses

Settled by shares, valued at $4 per share                85,600

-


Settled by shares, valued at $0.826 per share         1,200,000            

  -
Unsettled                                             1,415,689               -

ADJUSTED LOSS                                      $ (4,647,344 )   $ (2,621,805 )

Revenue. Revenue for the three months ended September 30, 2022 and 2021 was $4,010,864 and $2,282,399. The increase in revenue of approximately $1,728,465 is primarily due to the increase from the loan interest income received and sales of collectibles. During the three months ended September 30, 2022 and 2021, revenues were mainly attributable to the lending segment representing 37.8% and 77.0%, and ACT segment representing 62.2% and 23.0%, respectively.





Cost of Revenue. Cost of revenue of approximately $338,666 for the three months
ended September 30, 2022 consisted primarily of interest expense and cost of
collectibles. The increase in cost of revenues of approximately $117,933 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 $3,672,198 and $2,061,666 for the
three months ended September 30, 2022, and 2021, respectively. The increase in
gross profit for the three months ended September 30, 2022 was approximately
$1,610,532, 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 $499,464 and
$94,508 for the three months ended September 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 $404,956 in the three months ended September 30, 2022 from $94,508
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 $150,225.



Corporate development. We incurred corporate development expenses of $510,786
and $0 for the three months ended September 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 $510,786 in the three months ended September 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 $333,225.



                                       48






Technology and development. We incurred technology and development expenses of
$273,839 and $0 for the three months ended September 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 $273,839 in the
three months ended September 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 $45,000.



Metaverse and AI development. We incurred Metaverse and AI development expenses
of $5,000,000 and $0 for the three months ended September 30, 2022, and 2021,
respectively. The increase was due to the development of metaverse amounted

to
$5,000,000.




General and administrative. We incurred general and administrative expenses of
$4,344,801 and $4,391,148 for the three months ended September 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 decreased by approximately
$46,347 in the three months ended September 30, 2022 from $4,391,148 in the same
period of 2021. The decrease was primarily due to the decrease in one-off
expense including accounting expenses and legal and profession fee for the
reverse takeover of the Company; partly offset by the consultancy expenses
incurred amounted to $2,172,839.

Other expense, net. We incurred net other expense of $203,063 and $34,291 for the three months ended September 30, 2022 and 2021, respectively.

Income Tax Expense. Our income tax expense for the three months ended September 30, 2022 and 2021 was $188,878 and $163,524, respectively.





Net Loss. During the three months ended September 30, 2022 and 2021, we incurred
a net loss of $7,348,633 and $2,621,805, respectively. The increase in net loss
for the three months ended September 30, 2022 of $4,726,828 was mainly
attributed from the increase in operating expenses such as non-cash consultancy
expenses amounted to $2,701,289.

Comparison of the nine months ended September 30, 2022 and September 30, 2021





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



                                                         Nine months ended
                                                           September 30,
                                                       2022              2021
Revenue:
Lending segment                                    $   4,833,433     $  4,985,476
Arts and collectibles technology ("ACT") segment       8,051,436          524,868
Total revenue                                         12,884,869        5,510,344
Cost of revenue:
Lending segment                                         (367,337 )       (784,195 )
ACT segment                                           (1,118,755 )       (213,484 )
Gross profit                                          11,398,777        4,512,665
Operating expenses:
Sales and marketing                                  (26,756,319 )       (136,862 )
Corporate development                                (26,242,917 )             -
Technology and development                           (32,832,406 )             -

Metaverse and AI development                          (5,000,000 )         

   -
General and administrative                            (9,743,097 )     (6,040,872 )
Loss from operations                                 (89,175,962 )     (1,665,069 )
Total other income (expense), net                       (635,547 )        106,421
Loss before income tax                               (89,811,509 )     (1,558,648 )
Income tax expense                                      (546,146 )       (377,453 )

NET LOSS                                           $ (90,357,655 )   $ (1,936,101 )

NON-GAAP ADJUSTMENT
Non-cash consultancy expenses
Settled by shares, valued at $4 per share             82,571,200

-


Settled by shares, valued at $0.826 per share          1,200,000           

   -
Unsettled                                              2,706,260               -

ADJUSTED LOSS                                      $  (3,880,195 )   $ (1,936,101 )
Revenue. Revenue for the nine months ended September 30, 2022 and 2021 was
$12,884,869 and $5,510,344. The increase in revenue of approximately $7,374,525
is primarily due to the increase from the loan interest income received and
sales of collectibles. During the nine months ended September 30, 2022 and 2021,
revenues were mainly attributable to the lending segment representing 37.5% and
90.5%, and ACT segment representing 62.5% and 9.5%, respectively.



                                       49





Cost of Revenue. Cost of revenue of approximately $1,486,092 for the nine months
ended September 30, 2022 consisted primarily of interest expense and cost of
collectibles. The increase in cost of revenues of approximately $488,413 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 $11,398,777 and $4,512,665 for the
nine months ended September 30, 2022, and 2021, respectively. The increase in
gross profit for the nine months ended September 30, 2022 was approximately
$6,886,112, 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 $26,756,319 and
$136,862 for the nine months ended September 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 $26,619,457 in the nine months ended September 30, 2022 from
$136,862 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 $25,913,695.



Corporate development. We incurred corporate development expenses of $26,242,917
and $0 for the nine months ended September 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 $26,242,917 in the nine months ended September 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 $25,646,926.



Technology and development. We incurred technology and development expenses of
$32,832,406 and $0 for the nine months ended September 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 $32,832,406 in
the nine months ended September 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 $32,105,000.



Metaverse and AI development. We incurred Metaverse and AI development expenses
of $5,000,000 and $0 for the nine months ended September 30, 2022, and 2021,
respectively. The increase was due to the development of metaverse amounted

to
$5,000,000.




General and administrative. We incurred general and administrative expenses of
$9,743,097 and $6,040,872 for the nine months ended September 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
$3,702,225 in the nine months ended September 30, 2022 from $6,040,872 in the
same period of 2021. The increase was primarily due to the increase in non-cash
consultancy expense amounted to $2,811,839, 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 ($635,547) and $106,421 for the nine months ended September 30, 2022 and 2021, respectively.

Income Tax expense. Our income tax expense for the nine months ended September 30, 2022 and 2021 was $546,146 and $377,453, respectively.





Net Loss. During the nine months ended September 30, 2022 and 2021, we incurred
a net loss of $90,357,655 and $1,936,101, respectively. The increase in net loss
for the nine months ended September 30, 2022 of $88,421,554 was mainly
attributed from the increase in operating expenses.



                                       50

Liquidity and Capital Resources

As of September 30, 2022 and December 31, 2021, we had cash and cash equivalents of $1,975,047 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.



                                                          Nine Months Ended
                                                            September 30,
                                                        2022            2021
Net cash provided by (used in) operating activities   $ 139,739     $ (5,533,265 )
Net cash provided by (used in) investing activities      28,590          (39,325 )
Net cash provided by financing activities             $ 699,746     $  7,517,013

Net Cash Provided by (Used In) Operating Activities.





For the nine months ended September 30, 2022, net cash provided by operating
activities was $139,739 which consisted primarily of a net loss of $90,357,655,
imputed interest expense of $714,696, amortization of $2,979,763, digital assets
paid for expense of $8,029,743, shares issued for services rendered of
$83,856,800, a decrease in loan interest and fee receivables of $184,327, an
increase in accrued consulting and service fee of $2,642,821, an increase in
accounts payables of $1,977,320 and an increase in income tax payable of
$546,146; offset by digital assets received of $8,025,885, an increase in loan
receivables of $1,429,750 and an increase in inventory of $975,512.



                                       51





For the nine months ended September 30, 2021, net cash used in operating
activities was $5,533,265 which consisted primarily of a net loss of $1,936,101,
gain from forgiveness of related party debts of $140,712, digital assets
received of $257,977, loss on written-off of property and equipment of $163,058,
an increase in loan receivables of $6,991,052, an increase in loan interest and
fee receivables of $752,839, an increase in inventory of $1,148,903, offset by
issuance of common stock for goods and services rendered of $1,334,710, an
increase in other payable and accruals of $3,856,451, and an increase in income
tax payable of $376,222.

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 nine months ended September 30, 2022 and 2021, net cash provided by
(used in) investment activities was $28,590 and ($39,325), respectively. The net
cash provided by investing activities for the nine months ended September 30,
2022 mainly consisted of cash from acquisition of a subsidiary of $ 33,322;
offset by acquisition of property and equipment of $2,858 and purchase of
intangible assets of $1,874. The net cash used in investing activities for the
nine months ended September 30, 2021 mainly consisted of purchase of intangible
assets of $39,325.

Net Cash Provided By Financing Activities.





For the nine months ended September 30, 2022, net cash provided by financing
activities was $699,746 consisting of advance from related parties of $ 59,684,
proceeds from loan payables of $327,110 and proceeds of convertible note
payables of $312,952.

For the nine months ended September 30, 2021, net cash provided by financing activities was $7,517,013 consisting of advance from related parties of $11,146,695 and repayment of loan payable of $3,629,682.





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 September 30, 2022,
we had an accumulated deficit of $116,680,664. 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
September 30, 2022:



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

Amounts due to related parties         21,059,146       21,059,146         

     -                 -                 -
Tax obligation                            962,391          962,391               -                 -                 -
Accounts payable                        2,217,476        2,217,476               -                 -                 -
Loan payable                              816,946          816,946               -                 -                 -
Convertible Note Payables                 256,558          256,558               -                 -                 -
Operating lease liabilities               229,734          173,340          56,394

Other contractual liabilities (1) 3,609,480 3,609,480 


     -                 -                 -
Commercial commitments                          -                -               -                 -                 -
Bank loan repayment                             -                -               -                 -                 -
Total obligations                      29,151,731       29,095,337          56,394                 -                 -

(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 September 30, 2022.

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





                                       52

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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