UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED ~~SEPTEMBER 30~~MARCH 31, ~~2023~~2024

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

Commission File Number 000-55793

COSMOS GROUP HOLDINGS INC.

(Exact Name of Registrant as Specified in Its Charter)

Nevada		90-1177460
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

37th Floor, Singapore Land Tower

50 Raffles Place, Singapore 048623

+65 6829 7017

(Address of Principal Executive Offices and Issuer’s

Telephone Number, including Area Code)

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

Title of each Class		Trading Symbol		Name of each exchange on which registered
None.		N/A		N/A

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
Emerging growth company	☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~September 30~~May 10, ~~2023~~ 2024, the Company had outstanding 14,~~870~~585,~~992~~973,~~244~~082 shares of common stock.

INTRODUCTORY COMMENTS

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

We are a Nevada holding company with operations conducted through our wholly owned subsidiaries based in Hong Kong and Singapore. Our investors hold shares of common stock in Cosmos Group Holdings Inc., the Nevada holding company. This structure presents unique risks as our investors may never directly hold equity interests in our Hong Kong subsidiary and will be dependent upon contributions from our subsidiaries to finance ~~our~~ our cash flow needs. Our ability to obtain contributions from our subsidiaries are significantly affected by regulations promulgated by Hong Kong and Singaporean authorities. Any change in the interpretation of existing rules and regulations or the promulgation of new ~~rules~~ rules and regulations may materially affect our operations and or the value of our securities, including causing the value of our securities to significantly decline or become worthless. For a detailed description of the risks facing the Company associated with our structure, please refer to “Risk Factors – Risks Relating to Doing Business in Hong Kong.” set forth in the Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 1516, ~~2022~~2024 (the “Form 10-K”).

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

There are prominent legal and operational risks associated with our operations being in Hong Kong. For example, as a U.S.-listed Hong Kong public company, we may face heightened scrutiny, criticism and negative publicity, which could result in a material change in our operations and the value of our common stock. It could also significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. We are subject to risks arising from the legal system in China where there are risks and uncertainties regarding the enforcement of laws including where the Chinese government can change the rules and regulations in China and Hong Kong, including the enforcement and interpretation thereof, at any time with little to no advance notice and can intervene at any time with little to no advance notice. Changes in Chinese internal regulatory mandates, such as the M&A rules, Anti-Monopoly Law, and Data Security Law, may target the Company’s corporate structure and impact our ability to conduct business in Hong Kong, accept foreign investments, or list on an U.S. or other foreign exchange. By way of example, the PRC government initiated a series of regulatory actions and statements to regulate business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. In April 2020, the Cyberspace Administration of China and certain other PRC regulatory authorities promulgated the Cybersecurity Review Measures, which became effective in June 2020. Pursuant to the Cybersecurity Review Measures, operators of critical information infrastructure must pass a cybersecurity review when purchasing network products and services which do or may affect national security. On July 10, 2021, the Cyberspace Administration of China issued a revised draft of the Measures for Cybersecurity Review for public comments (“Draft Measures”), which required that, in addition to “operator of critical information infrastructure,” any “data processor” carrying out data processing activities that affect or may affect national security should also be subject to cybersecurity review, and further elaborated the factors to be considered when assessing the national security risks of the relevant activities, including, among others, (i) the risk of core data, important data or a large amount of personal information being stolen, leaked, destroyed, and illegally used or exited the country; and (ii) the risk of critical information infrastructure, core data, important data or a large amount of personal information being affected, controlled, or maliciously used by foreign governments after listing abroad. The Cyberspace Administration of China has said that under the proposed rules companies holding data on more than 1,000,000 users must now apply for cybersecurity approval when seeking listings in other nations because of the risk that such data and personal information could be “affected, controlled, and maliciously exploited by foreign governments,” The cybersecurity review will also investigate the potential national security risks from overseas IPOs. On January 4, 2022, the CAC, in conjunction with 12 other government departments, issued the New Measures for Cybersecurity Review (the “New Measures”) on January 4, 2022. The New Measures amends the Draft Measures released on July 10, 2021 and became effective on February 15, 2022.

The business of our subsidiaries are not subject to cybersecurity review with the Cyberspace Administration of China, given that: (i) we do not have one million individual online users of our products and services in Hong Kong; (ii) we do not possess a large amount of personal information in our business operations. In addition, we are not subject to merger control review by China’s anti-monopoly enforcement agency due to the level of our revenues which provided from us and audited by our auditor and the fact that we currently do not expect to propose or implement any acquisition of control of, or decisive influence over, any company with revenues within China of more than Renminbi (“RMB”) 400 million. Currently, these statements and regulatory actions have had no impact on our daily business operations, the ability to accept foreign investments and list our securities on an U.S. or other foreign exchange. However, since these statements and regulatory actions are new, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on our daily business operation, the ability to accept foreign investments and list our securities on an U.S. or other foreign exchange. For a detailed description of the risks the Company is facing and the offering associated with our operations in Hong Kong, please refer to “Risk Factors – Risks Relating to Doing Business in Hong Kong.” set forth in the Form 10-K.

The recent joint statement by the SEC and Public Company Accounting Oversight Board (“PCAOB”), and the Holding Foreign Companies Accountable Act (“HFCAA”) all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. Trading in our securities may be prohibited under the HFCAA if the PCAOB determines that it cannot inspect or investigate completely our auditor, and that as a result, an exchange may determine to delist our securities. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act which would reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from three years to two thus reducing the time before our securities may be prohibited from trading or being delisted. On December 2, 2021, the SEC adopted rules to implement the HFCAA. Pursuant to the HFCAA, the PCAOB issued its report notifying the Commission that it is unable to inspect or investigate completely accounting firms headquartered in mainland China or Hong Kong due to positions taken by authorities in mainland China and Hong Kong. Our auditor is based in Kuala Lumpur, Malaysia and is subject to PCAOB’s inspection. It is not subject to the determinations announced by the PCAOB on December 16, 2021. However, in the event the Malaysian authorities subsequently take a position disallowing the PCAOB to inspect our auditor, then we would need to change our auditor to avoid having our securities delisted. Furthermore, due to the recent developments in connection with the implementation of the HFCAA, we cannot assure you whether the SEC or other regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements. On December 15, 2022, the PCAOB determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB will consider the need to issue a new determination. Notwithstanding the foregoing, in the event it is later determined that the PCAOB is unable to inspect or investigate completely our auditor, then such lack of inspection could cause our securities to be delisted from the stock exchange. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act and on December 29, 2022, the Consolidated Appropriations Act was signed into law by President Biden, which contained, among other things, an identical provision to Accelerating Holding Foreign Companies Accountable Act and amended the Holding Foreign Companies Accountable Act by requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus reducing the time before our Ordinary Shares may be prohibited from trading or delisted. Please see “Risk Factors- The Holding Foreign Companies Accountable Act requires the Public Company Accounting Oversight Board (PCAOB) to be permitted to inspect the issuer’s public accounting firm within three years. This three-year period will be shortened to two years if the Accelerating Holding Foreign Companies Accountable Act is enacted. There are uncertainties under the PRC Securities Law relating to the procedures and requisite timing for the U.S. securities regulatory agencies to conduct investigations and collect evidence within the territory of the PRC. If the U.S. securities regulatory agencies are unable to conduct such investigations, they may suspend or de-register our registration with the SEC and delist our securities from applicable trading market within the U.S.” set forth in the Form 10-K.

In addition to the foregoing risks, we face various legal and operational risks and uncertainties arising from doing business in Hong Kong as summarized below and in “Risk Factors — Risks Relating to Doing Business in Hong Kong.” set forth in the Form 10-K.

Adverse changes in economic and political policies of the PRC government could have a material and adverse effect on overall economic growth in China and Hong Kong, which could materially and adversely affect our business. Please see “Risk Factors-We face the risk that changes in the policies of the PRC government could have a significant impact upon the business we may be able to conduct in Hong Kong and the profitability of such business.” and “Substantial uncertainties and restrictions with respect to the political and economic policies of the PRC government and PRC laws and regulations could have a significant impact upon the business that we may be able to conduct in the PRC and accordingly on the results of our operations and financial condition.” set forth in the Form 10-K.

We are a holding company with operations conducted through our wholly owned subsidiaries based in Hong Kong and Singapore. This structure presents unique risks as our investors may never directly hold equity interests in our Hong Kong and Singapore subsidiaries and will be dependent upon contributions from our subsidiaries to finance our cash flow needs. Any limitation on the ability of our subsidiaries to make payments to us could have a material adverse effect on our ability to conduct business. We do not anticipate paying dividends in the foreseeable future; you should not buy our stock if you expect dividends. Please see “Risk Factors- Because our holding company structure creates restrictions on the payment of dividends, our ability to pay dividends is limited.” set forth in the Form 10-K.

There is a possibility that the PRC could prevent our cash maintained in Hong Kong from leaving or the PRC could restrict the deployment of the cash into our business or for the payment of dividends. We rely on dividends from our Hong Kong subsidiaries for our cash and financing requirements, such as the funds necessary to service any debt we may incur. Any such controls or restrictions may adversely affect our ability to finance our cash requirements, service debt or make dividend or other distributions to our shareholders. Please see “Risk Factors - PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of ~~currency~~ currency conversion may delay or prevent us from using the proceeds we receive from offshore financing activities to make loans to or make additional capital contributions to our Hong Kong subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand business.”; “Risk Factors - Because our holding company structure creates restrictions on the payment of dividends or other cash payments, our ability to pay dividends or make other payments is limited.” and “Transfers of Cash to and from our Subsidiaries.” set forth in the Form 10-K.

PRC regulation of loans to and direct investments in PRC entities by offshore holding companies may delay or prevent us from using the proceeds of this offering to make loans or additional capital contributions to our operating subsidiaries in Hong Kong. Substantial uncertainties exist with respect to the interpretation of the PRC Foreign Investment Law and how it may impact the viability of our current corporate structure, corporate governance and business operations. Please see “Risk Factors- PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds we receive from offshore financing activities to make loans to or make additional capital contributions to our Hong Kong subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand business.” set forth in the Form 10-K.

In light of China’s extension of its authority into Hong Kong, the Chinese government can change Hong Kong’s rules and regulations at any time with little or no advance notice, and can intervene and influence our operations and business activities in Hong Kong. We are currently not required to obtain approval from Chinese authorities to list on U.S. exchanges. However, if our subsidiaries or the holding company were required to obtain approval in the future, or we erroneously conclude that approvals were not required, or we were denied permission from Chinese authorities to operate or to list on U.S. exchanges, we will not be able to continue listing on a U.S. exchange and the value of our common stock would likely significantly decline or become worthless, which would materially affect the interest of the investors. There is a risk that the Chinese government may intervene or influence our operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in Hong Kong-based issuers, which could result in a material change in our operations and/or the value of our securities. Further, any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers would likely significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. Please see “Risk Factors-We face the risk that changes in the policies of the PRC government could have a significant impact upon the business we may be able to conduct in the Hong Kong and the profitability of such business.” and “Substantial uncertainties and restrictions with respect to the political and economic policies of the PRC government and PRC laws and regulations could have a significant impact upon the business that we may be able to conduct in the PRC and accordingly on the results of our operations and financial condition.” and “The Chinese government exerts substantial influence over the manner in which we must conduct our business activities. We are currently not required to obtain approval from Chinese authorities to list on U.S. exchanges. However, to the extent that the Chinese government exerts more control over offerings conducted overseas and/or foreign investment in China-based issuers over time and if our PRC subsidiaries or the holding company were required to obtain approval in the future and were denied permission from Chinese authorities to list on U.S. exchanges, we will not be able to continue listing on U.S. exchange and the value of our common stock may significantly decline or become worthless, which would materially affect the interest of the investors.” set forth in the Form 10-K.

iii

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

We may become subject to a variety of laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection. We may be liable for improper use or appropriation of personal information provided by our customers. Please see “Risk Factors- The Chinese government exerts substantial influence over the manner in which we must conduct our business activities. We are currently not required to obtain approval from Chinese authorities to list on U.S exchanges. However, to the extent that the Chinese government exerts more control over offerings conducted overseas and/or foreign investment in China-based issuers over time and if our PRC subsidiaries or the holding company were required to obtain approval in the future and were denied permission from Chinese authorities to list on U.S. exchanges, we will not be able to continue listing on U.S. exchange and the value of our common stock may significantly decline or become worthless, which would materially affect the interest of the investors.” set forth in the Form 10-K.

Under the Enterprise Income Tax Law of the PRC (“EIT Law”), we may be classified as a “Resident Enterprise” of China. Such classification will likely result in unfavorable tax consequences to us and our non-PRC shareholders. Please see “Risk Factors- Our global income may be subject to PRC taxes under the PRC Enterprise Income Tax Law, which could have a material adverse effect on our results of operations.” set forth in the Form 10-K.

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

You may be subject to PRC income tax on dividends from us or on any gain realized on the transfer of shares of our common stock. Please see “Risk Factors- Dividends payable to our foreign investors and gains on the sale of our shares of common stock by our foreign investors may become subject to tax by the PRC.” set forth in the Form 10-K.

We face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies. Please see “Risk Factors- We and our shareholders face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.” set forth in the Form 10-K.

We are organized under the laws of the State of Nevada as a holding company that conducts its business through a number of subsidiaries organized under the laws of foreign jurisdictions such as Hong Kong, Singapore and the British Virgin Islands. This may have an adverse impact on the ability of U.S. investors to enforce a judgment obtained in U.S. Courts against these entities, bring actions in Hong Kong against us or our management or to effect service of process on the officers and directors managing the foreign subsidiaries. Please see “Risk Factors- It may be difficult for stockholders to enforce any judgment obtained in the United States against us, which may limit the remedies otherwise available to our stockholders.” set forth in the Form 10-K.

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

There are significant uncertainties under the EIT Law relating to the withholding tax liabilities of our PRC subsidiary, and dividends payable by our PRC subsidiary to our offshore subsidiaries may not qualify to enjoy certain treaty benefits. Please see “Risk Factors- Our global income may be subject to PRC taxes under the PRC Enterprise Income Tax Law, which could have a material adverse effect on our results of operations.” set forth in the Form 10-K.

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

Transfers of Cash to and from Our Subsidiaries

Cosmos Group Holdings Inc. is a Nevada holding company with no operations of its own. We conduct our operations in Hong Kong primarily through our subsidiaries in Hong Kong and Singapore. We may rely on dividends or other transfers of cash or assets to be made by our Hong Kong and Singapore subsidiaries to fund our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders, to service any debt we may incur and to pay our operating expenses. If our Hong Kong and Singapore subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other distributions to us. To date, our subsidiaries have not made any transfers, dividends or distributions to Cosmos Group Holdings Inc. and Cosmos Group Holdings Inc. has not made any transfers, dividends or distributions of cash flows or other assets to our subsidiaries.

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

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

Cosmos Group Holdings Inc. (Nevada corporation)

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

Singapore and Hong Kong Subsidiaries

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

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

There is a possibility that the PRC could prevent our cash maintained in Hong Kong from leaving or the PRC could restrict the deployment of the cash into our business or for the payment of dividends. Any such controls or restrictions may adversely affect our ability to finance our cash requirements, service debt or make dividend or other distributions to our shareholders. Please see “Risk Factors - “Risk Factors - PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent us from using the proceeds we receive from offshore financing activities to make loans to or make additional capital contributions to our Hong Kong subsidiary, which could materially and adversely affect our liquidity and our ability to fund and expand business.”; “Risk Factors - Because our holding company structure creates restrictions on the payment of dividends or other cash payments, our ability to pay dividends or make other payments is limited.” set forth in the Form 10-K.

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

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

Cash dividends, if any, on our common stock will be paid in U.S. dollars. If we are considered a PRC tax resident enterprise for tax purposes, any dividends we pay to our overseas shareholders may be regarded as China-sourced income and as a result may be subject to PRC withholding tax at a rate of up to 10%.

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

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

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

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

These forward-looking statements can be identified by the use of predictive, future-tense or forward-looking terminology, such as “believes,” “anticipates,” “expects,” “estimates,” “plans,” “may,” “will,” or similar terms. These statements appear in a number of places in this filing and include statements regarding the intent, belief or current expectations of the Company, and its directors or its officers with respect to, among other things: (i) trends affecting the Company’s financial condition or results of operations for its limited history; (ii) the Company’s business and growth strategies; and, (iii) the Company’s financing plans. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Such factors that could adversely affect actual results and performance include, but are not limited to, the Company’s limited operating history, potential fluctuations in quarterly operating results and expenses, government regulation, technological change and competition. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to our filings with the SEC under the Exchange Act and the Securities Act of 1933, as amended, including our Current Report on Form 10-K filed with the Securities and Exchange Commission on April 1516, ~~2022~~2024.

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

vii

TABLE OF CONTENTS.

		Page	~~Page~~
PART I FINANCIAL INFORMATION
ITEM 1	Financial Statements	~~Financial Statements~~1	1
		Unaudited Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022 (Audited)	1
	Unaudited Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023	1
		Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended September 30, 2023 and 2022	2
	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended March 31, 2024 and 2023	2
		Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022	3
	Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023	3
		Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three And Nine Months Ended September 30, 2023 and 2022	4
	Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2024 and 2023	4
	Notes to Unaudited Condensed Consolidated Financial Statements	~~Notes to Unaudited Condensed Consolidated Financial Statements~~5-22	~~5-26~~
ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~23	27
ITEM 3	Quantitative and Qualitative Disclosures about Market Risk	~~Quantitative and Qualitative Disclosures about Market Risk~~31	36
ITEM 4	Controls and Procedures	~~Controls and Procedures~~31	36
PART II OTHER INFORMATION
ITEM 1	Legal Proceedings	~~Legal Proceedings~~32	37
ITEM 1A	Risk Factors	~~Risk Factors~~32	37
ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	~~Unregistered Sales of Equity Securities and Use of Proceeds~~32	37
ITEM 3	Defaults upon Senior Securities	~~Defaults upon Senior Securities~~32	37
ITEM 4	Mine Safety Disclosures	~~Mine Safety Disclosures~~32	37
ITEM 5	Other Information	~~Other Information~~32	37
ITEM 6	Exhibits	~~Exhibits~~33	38
SIGNATURES		34	39

viii

PART I FINANCIAL INFORMATION

ITEM 1 Financial Statements

COSMOS GROUP HOLDINGS INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

	September 30,			December 31,
	March 31,			December 31,
	2023			2022
	2024			2023
ASSETS				(Audited)
Current asset:
Cash and cash equivalents	$	5728,~~888~~968		$	239,~~468,828~~590
Accounts receivable		7,491,754			-
Account receivables		797,548			872,319
Loan receivables, net		-			17,757,942
Inventories		1,116,086			1,116,086
Loan interest and fee receivables, net		-			358,872
Prepayments and other receivables		6,766,475			6,758,168
Inventories		1,147,109			1,164,887
Income tax receivable		1,103			442
Prepayments and other receivables		10,959			701,877
Total current assets		8,710,180			8,786,605
Income tax receivable		440			-
Right-of-use assets, net		-			160,945
Total current assets		8,708,150			22,613,351
Non-current assets:
Property and equipment, net		1,~~493~~162			571,~~087~~331
Intangible assets, net		108,~~735~~998,~~203~~715			139,~~339~~867,~~427~~053
Loan receivables, net		-			3,100,057
TOTAL ASSETS	$	17,710,057		$	18,654,989
TOTAL ASSETS	$	19,444,846		$	39,109,922
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	2,~~794~~697,~~264~~957		$	2,~~381~~721,~~429~~162
Accrued liabilities and other payables		~~136~~243,~~084~~208			~~465~~148,~~890~~585
Accrued consulting and service fee		516,~~077~~013,~~589~~088			216,~~851~~671,~~719~~088
Loan payables		-			1,823,536
Amounts due to related parties		6,717,244			6,661,107
Amounts due to related parties		6,350,245			23,931,078
Convertible note payables		-			197,792
Income tax payable		-			719,081
Promissory note payables		39,053,735			39,053,735
Convertible note payables		215,750			383,058
Total current liabilities		64,725,232			65,453,469
Promissory note payables		39,053,735			-
TOTAL LIABILITIES		64,725,232			65,453,469
Operating lease liabilities		-			136,800
Total current liabilities		53,627,667			32,692,591
Non-current liabilities
Operating lease liabilities:		-			29,725
TOTAL LIABILITIES		53,627,667			32,722,316
Commitments and contingencies		-			-
STOCKHOLDERS’ EQUITY
Common stock, $0.001 par value; 5,000,000,000 shares authorized; 1,870,992,244 and 454,398,143 issued and outstanding as of September 30, 2023 and December 31, 2022		1,870,992			454,398
Common stock, $0.001 par value; 5,000,000,000 shares authorized; 4,585,973,082 and 1,931,024,294 issued and outstanding as of March 31, 2024 and December 31, 2023		4,585,973			1,931,024
Common stock to be issued		-			400,000
Additional paid-in capital		154,942,724			156,736,912
Additional paid-in capital		156,694,284			133,631,985
Accumulated other comprehensive loss		(54,756	)		(28,338	)
Accumulated other comprehensive income (loss)		(90,971	)		18,554
Accumulated deficit		(206,488,173	)		(205,447,983	)
Accumulated deficit		(192,659,942	)		(128,107,220	)
		(47,014,232	)		(46,808,385	)
		(34,192,777	)		6,397,717
Noncontrolling interest		(943	)		9,905
Noncontrolling interest		9,956			(10,111	)
Stockholders’ deficit		(47,015,175	)		(46,798,480	)
Stockholders’ equity		(34,182,821	)		6,387,606
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	17,710,057		$	18,654,989
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	19,444,846		$	39,109,922

See accompanying notes to unaudited condensed consolidated financial statements.

COSMOS GROUP HOLDINGS INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS~~) INCOME~~

(Currency expressed in United States Dollars (“US$”), except for number of shares)

	Three months ended September 30,						Nine months ended September 30,
	Three months ended March 31,
	2023			2022			2023			2022
	2024			2023
Revenue, net	$	-		$	2,493,100		$	597,351		$	8,051,436
Revenues:
Cost of revenue		53,372			(311,620	)		(313,601	)		(1,118,755	)
Arts and collectibles technology income	$	-		$	598,647
Gross profit		53,372			2,181,480			283,750			6,932,681
Cost of revenue:
Operating expenses:
Arts and collectibles technology expense		-			(315,399	)
Sales and marketing expenses		9			(491,783	)		(5,641	)		(26,495,720	)
Gross profit		-			283,248
Corporate development expense		(13,905	)		(510,786	)		(71,113	)		(26,242,917	)
Operating expenses:
Technology and development expense		(18,489	)		(273,839	)		(35,369	)		(32,832,406	)
Sales and marketing		(200	)		(4,982	)
Metaverse and AI development expense		-			(5,000,000	)		-			(5,000,000	)
Corporate development		-			(57,345	)
General and administrative expenses		(1,068,316	)		(3,607,243	)		(15,425,508	)		(7,192,879	)
Technology and support		(26,540	)		(10,703	)
Total operating expenses		(1,100,701	)		(9,883,651	)		(15,537,631	)		(97,763,922	)
General and administrative expenses		(1,019,244	)		(950,909	)
LOSS FROM CONTINUING OPERATION		(1,047,329	)		(7,702,171	)		(15,253,881	)		(90,831,241	)
Total operating expenses		(1,045,984	)		(1,023,939	)
Other income (expense):
LOSS FROM OPERATION		(1,045,984	)		(740,691	)
Interest income		99			84			191			90
Other income (expense):
Convertible notes interest expense		(4,516	)		(979	)		(14,947	)		(979	)
Interest income		-			39
Gain (loss) on disposal of digital assets		-			206			-			206
Convertible notes interest expense		(4,970	)		(1,544	)
Impairment loss on digital assets		-			(2,477	)		-			(12,633	)
Loan interest expense		-			(19,138	)
Impairment loss on goodwill		(51,231	)		-			(51,231	)		-
Total other expense, net		(4,970	)		(20,643	)
Loan interest expense		(46,006	)		(1,360	)		(123,244	)		(1,360	)
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		(1,050,954	)		(761,334	)
Loss on disposal of subsidiaries		(48,610,283	)		-			(48,610,283	)		-
Income tax credit		(84	)		-
Sundry income		-			-			-			506
LOSS FROM CONTINUING OPERATIONS		(1,051,038	)		(761,334	)
Total other expense, net		(48,711,937	)		(4,526	)		(48,799,514	)		(14,170	)
DISCONTINUED OPERATIONS:
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		(47,043,982	)		(7,706,697	)		(64,053,395	)		(90,845,411	)
Loss from discontinued operations, net of income taxes		-			(1,854,988	)
Income tax expense		-			(188,878	)		-			(546,146	)
NET LOSS		(1,051,038	)		(2,616,322	)
LOSS FROM CONTINUING OPERATIONS		(47,043,982	)		(7,895,575	)		(64,053,395	)		(91,391,557	)
Net loss attributable to noncontrolling interest		(10,848	)		-
DISCONTINUED OPERATIONS:
Net loss attributable to common shareholders		(1,040,190	)		(2,616,322	)
Loss from discontinued operations, net of income taxes		(2,729,883	)		546,942			(489,506	)		1,033,902
Other comprehensive (loss) income:
NET LOSS					(7,348,633	)					(90,357,655	)
– Foreign currency adjustment (loss) income		(26,418	)		36,829
Net income (loss) attributable to noncontrolling interest		9,821			(156,049	)		9,821			(113,468	)
COMPREHENSIVE LOSS	$	(1,066,608	)	$	(2,579,493	)
Net loss attributable to common shareholders		(49,783,686	)		(7,192,584	)		(64,552,722	)		(90,244,187	)
Net loss per share – Basic and Diluted	$	(0.00	)	$	(0.00	)
Other comprehensive (loss) income:
Weighted average common shares outstanding:
Foreign currency adjustment loss		(115,862	)		(11,403	)		(109,525	)		(15,923	)
– Basic and Diluted		2,230,889,137			374,086,727
COMPREHENSIVE LOSS	$	(49,899,548	)	$	(7,203,987	)	$	(64,662,247	)	$	(90,260,110	)
Net loss per share:
– Basic	$	(0.03	)	$	(0.02	)	$	(0.06	)	$	(0.24	)
– Diluted	$	(0.03	)	$	(0.02	)	$	(0.06	)	$	(0.24	)
Weighted average common shares outstanding
– Basic		1,846,177,793			385,604,067			1,160,062,852			374,086,727
– Diluted		1,846,177,793			385,604,067			1,160,062,852			374,086,727
Share-based compensation expense included in operating expenses:
Sales and marketing expenses	$	-		$	150,225		$	-		$	25,913,695
Corporate development expense		-			333,225			-			25,646,926
Technology and development expense		-			45,000			-			32,105,000
General and administrative expenses		22,500			2,172,839			12,316,110			2,811,839
	$	22,500		$	2,701,289		$	12,316,110		$	86,477,460

#: less than 0.01

See accompanying notes to unaudited condensed consolidated financial statements.

COSMOS GROUP HOLDINGS INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Currency expressed in United States Dollars (“US$”))

	Nine months ended September 30,
	Three months ended March 31,
	2023			2022
	2024			2023
Cash flows from operating activities:
Net loss	$	(641,~~053~~051,~~395~~038	)	$	(902,~~357~~616,~~655~~322	)
Less: net loss from discontinued operations		~~(489,506~~-	)		(1,~~033~~854,~~902~~988	)
Net loss from continuing operations		(641,~~053~~051,~~395~~038	)		(91761,~~391,557~~334	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Depreciation of property and equipment		~~663~~166			61,~~341~~319
Amortization of intangible assets		2868,~~524,214~~260			2868,~~979,763~~258
Imputed interest expense		-			~~714~~237,~~696~~118
Digital assets received as revenue		-			(8,025,885	)
Shares issued for services rendered		658,000			168,852
Digital assets paid for expense		-			8,029,743
Loss on disposal of subsidiaries
Loss on disposal of digital assets		-			(206	)
Impairment loss on digital assets		-			12,633
Impairment loss on goodwill		(51,231	)		-
Shares issued for services rendered		10,322,092			83,856,800
Loss on disposal of subsidiaries		48,610,283			-
Change in operating assets and liabilities:
Accounts receivable		(583,113	)		-
Account receivables		74,771			-
Loan receivables		-			(111,~~429,750~~947	)
Loan interest and fee receivables		-			~~184~~(735,~~327~~059	)
Inventories		~~17,778~~-			(~~975~~14,~~512~~277	)
Prepayment and other receivables		6,497			51,114
Prepayments and other receivables		(8,307	)		(72,486	)
Accrued liabilities and other payables		(174,252	)		54,977
Accounts payables		(23,205	)		356,844	)
Accrued consulting and service fee		2,225,870			2,642,821
Accrued liabilities and other payables		94,623			(182,602	)
Accounts payables		-			1,977,320
Accrued consulting and service fee		(658,000	)		-
Right-of-use assets and operating lease liabilities		-			~~(60~~22,~~662~~166	)
Produced content cost		-			(67,272	)
Income tax payable		(661	)		170,066
Income tax payable		-			546,146
Net cash (used in) provided by operating activities – Continuing operations		(45,391	)		70,812
Net cash (used in) provided by operating activities – Continuing operations		(1,644,100	)		139,739
Net cash used in activities – Discontinued operations		-			(636,960	)
Net cash provided by operating activities – Discontinued operations		910,644			-
Net cash used in operating activities		(45,391	)		(566,148	)
Net cash (used in) provided by operating activities		(816,278	)		139,739
Cash flows from investing activities:
Payment to acquire property and equipment		-			(2,858	)
Payment to acquire intangible assets		(145	)		(1,874	)
Cash from acquisition of subsidiary		10,246			33,322
Net cash provided by investing activities – Continuing operations		10,101			28,590
Net cash provided by investing activities – Discontinued operations		-			-
Net cash provided by investing activities		10,101			28,590
Cash flows from financing activities:
Proceeds from loan payables		-			327,110
Repayment of loan payables		-			(504,463	)
(Repayment to) advance from related parties		(429,660	)		59,684
Advance from related parties		61,106			748,697
(Repayment to) proceeds from convertible note payables		(197,033	)		312,952
Repayment of convertible note payables		-			(191,462	)
Net cash (used in) provided by financing activities – Continuing operations		(626,693	)		699,746
Net cash provided by financing activities – Continuing operations		61,106			52,772
Net cash (used in) provided by financing activities – Discontinued operations		(739,800	)		-
Net cash provided by financing activities – Discontinued operations		-			-
Net cash (used in) provided by financing activities		(1,366,493	)		699,746
Net cash provided by financing activities		61,106			52,772
Foreign currency translation adjustment		(~~321~~26,~~092~~337	)		(24144,~~156~~270	)
Net change in cash and cash equivalents		(210,~~410,940~~622	)		~~843~~(657,~~919~~646	)
BEGINNING OF PERIOD		2,468,828			1,131,128
BEGINNING OF YEAR		39,590			2,468,828
END OF PERIOD	$	57,888		$	1,975,047
END OF YEAR	$	28,968		$	1,811,182
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes	$	-		$	-
Cash paid for interest	$	~~94,782~~-		$	~~367~~58,~~337~~927

See accompanying notes to unaudited condensed consolidated financial statements.

COSMOS GROUP HOLDINGS INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER 30~~MARCH 31, ~~2023~~2024 AND ~~2022~~ 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

	Common stock						Common stock to be			Additional paid- in			Accumulated other comprehensive			Accumulated			Non- controlling			Total stockholders’ (deficit)
	No. of shares			Amount			~~to be~~ issued			~~paid- in~~ capital			~~comprehensive~~ (loss) income			~~(Accumulated~~ losses)			~~controlling~~ interest			equity ~~(deficit)~~
Balance as of January 1, 2023		454,398,143		$	454,398		$	400,000			133,631,985		$	18,554		$	(128,107,220	)	$	(10,111	)	$	6,387,606
Balance as of January 1, 2024		1,931,024,294		$	1,931,024		$	-			156,736,912		$	(28,338	)	$	(205,447,983	)	$	9,905		$	(46,798,480	)
Foreign currency translation adjustment		-			-			-			-			(26,418	)		-			-			(26,418	)
Share redemption		1,436,430,269			1,436,430			-			(1,233,669	)		-			-			-			202,761
Share issued for services rendered		1,218,518,519			1,218,519			-			(560,519	)		-			-			-			658,000
Net loss for the period		-			-			-			-			-			(1,040,190	)		(10,848	)		(1,051,038	)
Balance as of March 31, 2024		4,585,973,082			4,585,973			-			154,942,724			(54,756	)		(206,488,173	)		(943	)		(47,015,175	)
Balance as of January 1, 2023		454,398,143		$	454,398		$	400,000			133,631,985		$	18,554		$	(128,107,220	)	$	(10,111	)	$	3,959,328
Foreign currency translation adjustment		-			-			-			-			36,829			-			-			36,829
Imputed interest on related party loans		-			-			-			237,118			-			-			-			237,118
Share issued for services rendered		2,602,772			2,603			-			166,249			-			-			-			168,852
Net loss for the period		-			-			-			-			-			(2,616,322	)		-			(2,616,322	)
Balance as of March 31, 2023		457,000,915		$	457,001		$	400,000			134,035,352		$	55,383		$	(130,723,452	)	$	(10,111	)	$	4,214,083
Foreign currency translation adjustment		-			-			-			-			(30,492	)		-			-			(30,492	)
Imputed interest on related party loans		-			-			-			223,775			-			-			-			223,775
Share issued for services rendered		1,013,074,000			1,013,074			-			9,117,666			-			-			-			10,130,740
Net loss for the period		-			-			-			-			-			(12,152,714	)					(12,152,714	)
Balance as of June 30, 2023		1,470,074,915		$	1,470,075		$	400,000		$	143,376,793		$	24,891		$	(142,876,256	)	$	(10,111	)	$	2,385,392
Foreign currency translation adjustment		-			-			-			-			(115,862	)		-			-			(115,862	)
Shares cancelled		(352,941	)		(353	)		-			353			-			-			-			-
Shares cancelled for disposal of subsidiaries		(8,119,657	)		(8,120	)		-			13,296,888			-			-			-			13,288,768
Share issued for services rendered		2,250,000			2,250			-			20,250			-			-			-			22,500
Share issued for acquisition of subsidiaries		400,000,000			400,000			(400,000	)		-			-			-			10,246			10,246
Net loss for the period		-			-			-			-			-			(49,783,686	)		9,821			(49,773,865	)
Balance as of September 30, 2023		1,863,852,317		$	1,863,852		$	-		$	156,694,284		$	(90,971	)	$	(192,659,942	)	$	9,956		$	(34,182,821	)

	Common stock				Common stock			Additional			Accumulated other			(Accumulated losses)			Non-			Total stockholders’
	No. of shares		Amount		to be issued			paid- in capital			comprehensive loss			retained earnings			controlling interest			(deficit) equity
Balance as of January 1, 2022		358,067,481	$	358,067	$	806,321		$	44,930,337		$	(7,588	)	$	(26,436,477	)	$	118,409		$	19,769,069
Foreign currency translation adjustment		-		-		-			-			(10,442	)		-			-			(10,442	)
Imputed interest on related party loans		-		-		-			236,336			-			-			-			236,336
Commitment Share issued for private placement		100,000		100		-			(100	)		-			-			-			-
Share issued for acquired subsidiary		153,060		154		-			612,086			-			-			12,966			625,206
Net loss for the period		-		-		-			-			-			(62,391,753	)		(3,391	)		(62,395,144	)
Balance as of March 31, 2022		358,320,541	$	358,321	$	806,321		$	45,778,659		$	(18,030	)	$	(88,828,230	)	$	127,984		$	(41,774,975	)
Foreign currency translation adjustment		-		-		-			-			5,922			-			-			5,922
Imputed interest on related party loans		-		-		-			241,872			-			-			-			241,872
Share issued for service rendered		26,985,556		26,985		(6,321	)		82,636,136												82,656,800
Net loss for the period		-		-		-			-			-			(20,659,850	)		45,972			(20,613,878	)
Balance as of June 30, 2022		385,306,097	$	385,306	$	800,000		$	128,656,667		$	(12,108	)	$	(109,488,080	)	$	173,956		$	20,515,741
Foreign currency translation adjustment		-		-		-			-			(11,403	)		-			-			(11,403	)
Imputed interest on related party loans		-		-		-			234,959			-			-			-			234,959
Share issued for service rendered		1,452,785		1,452		-			1,198,548			-			-						1,200,000
Share issued for the acquisition of a subsidiary		164,516		165		-			246,609			-						(16,117	)		230,657
Net loss for the period		-		-		-			-			-			(7,192,584	)		(156,049	)		(7,348,633	)
Balance as of September 30, 2022		386,923,398	$	386,923	$	800,000		$	130,336,783		$	(23,511	)	$	(116,680,664	)	$	1,790		$	14,821,321

See accompanying notes to unaudited condensed consolidated financial statements.

COSMOS GROUP HOLDINGS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER 30~~MARCH 31, ~~2023~~2024 AND ~~2022~~ 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

NOTE 1 –- BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States (“GAAP”), and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.

In the opinion of management, the consolidated balance sheet as of December 31, ~~2022~~2023 which has been derived from audited financial statements and these unaudited condensed consolidated financial statements reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the period ended ~~September 30~~March 31, ~~2023~~2024 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, ~~2023~~2024 or for any future period.

NOTE 2 –- ORGANIZATION AND BUSINESS BACKGROUND

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

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

On September 30, 2023, the Company discontinued and disposed the money lending business.

COSMOS GROUP HOLDINGS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

(Currency expressed in United States Dollars (“US$”), except for number of shares)

Description of subsidiaries

Company name	Place of incorporation and kind of legal entity	Principal activities and place of operation	Particulars of registered/ paid up share capital	Effective interest held
Massive Treasure Limited	BVI, limited liability company	Investment holding	50,000 ordinary shares with a par value of US$1 each		100	%
Coinllectibles DeFi Limited	Hong Kong, limited liability company	Financing service management in Hong Kong	10,000 ordinary shares for HK$10,000		100	%
Coinllectibles Private Limited	Singapore, limited liability company	Corporate management and IT development in Singapore	1,000 ordinary shares for S$1,000		100	%
Healthy Finance Limited#	Hong Kong, limited liability company	Money lending service in Hong Kong	10,000 ordinary shares for HK$10,000		51	%
8M Limited^	Hong Kong, limited liability company	Money lending service in Hong Kong	10 ordinary shares for HK$10		100	%
Dragon Group Mortgage Limited#	Hong Kong, limited liability company	Money lending service in Hong Kong	10,000 ordinary shares for HK$10,000		51	%
E-on Finance Limited^	Hong Kong, limited liability company	Money lending service in Hong Kong	2 ordinary shares for HK$2		100	%
Lee Kee Finance Limited^	Hong Kong, limited liability company	Money lending service in Hong Kong	920,000 ordinary shares for HK$920,000		51	%
Rich Finance (Hong Kong) Limited^	Hong Kong, limited liability company	Money lending service in Hong Kong	10,000 ordinary shares for HK$10,000		51	%
Long Journey Finance Limited^	Hong Kong, limited liability company	Money lending service in Hong Kong	100 ordinary shares for HK$100		51	%
Vaav Limited^	Hong Kong, limited liability company	Money lending service in Hong Kong	10,000 ordinary shares for HK$10,000		51	%
Star Credit Limited^	Hong Kong, limited liability company	Money lending service in Hong Kong	1,000,000 ordinary shares for HK$1,000,000		51	%
NFT Limited	BVI, limited liability company	Procurement of intangible assets in Hong Kong	10,000 ordinary shares with a par value of US$1 each		51	%
Grandway Worldwide Holding Limited	BVI, limited liability company	Development of mobile application	50,000 ordinary shares for USD$50,000		51	%
Grand Town Development Limited	Hong Kong, limited liability company	Provision treasury management	2 ordinary shares for HK$2		100	%
Grand Gallery Limited	Hong Kong, limited liability company	Procurement of art and collectibles in Hong Kong	400,000 ordinary shares for HK$400,000		80	%
Phoenix Waters Group Limited	BVI, limited liability company	Investment holding	50,000 ordinary shares with a par value of US$1 each		100	%

# These subsidiaries were disposed on June 30, 2023

^ These subsidiaries were disposed on September 30, 2023

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

COSMOS GROUP HOLDINGS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER 30~~MARCH 31, ~~2023~~2024 AND ~~2022~~ 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

NOTE 3 –- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

●	Basis of presentation

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

●	Use of estimates and assumptions

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

●	Discontinued operations

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

●	Basis of consolidation

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

●	Segment reporting

Accounting Standard Codification (“ASC”) Topic 280, Segment Reporting establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about geographical areas, business segments and major customers in condensed consolidated financial statements. ~~The~~Currently, the Company operates in two reportable operating segments in Hong Kong and Singapore. Lending segment was discontinued and disposed on September 30, 2023.

●	Cash and cash equivalents

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

●	Inventories

Inventories are stated at the lower of cost (first-in, first-out method) or net realizable value. The cost includes the purchase cost of arts and collectibles from related party and independent artists and the costs associated with token minting for collectible pieces. The Company will reduce inventory on hand to its net realizable value on an item-by-item basis when it is apparent that the expected realizable value of an inventory item falls below its original cost. A charge to cost of sales results when the estimated net realizable value of specific inventory items declines below cost. Management regularly reviews the Company’s inventories for such declines in value. Although inventories are classified as current assets in the accompanying balance sheets, the Company anticipates that certain inventories will be sold beyond twelve months from ~~September~~March 3031, ~~2023.~~2024

COSMOS GROUP HOLDINGS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER 30~~MARCH 31, ~~2023~~2024 AND ~~2022~~ 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

● Loan receivables, net (discontinued operations)

Loans receivables are carried at unpaid principal balances, less the allowance for loan losses and charge-offs. The loans receivables portfolio consists of real estate mortgage loans, commercial and personal loans.

Loans are placed on nonaccrual status when they are past due 180 days or more as to contractual obligations or when other circumstances indicate that collection is not probable. When a loan is placed on nonaccrual status, any interest accrued but not received is reversed against interest income. Payments received on a nonaccrual loan are either applied to protective advances, the outstanding principal balance or recorded as interest income, depending on an assessment of the ability to collect the loan. A nonaccrual loan may be restored to accrual status when principal and interest payments have been brought current and the loan has performed in accordance with its contractual terms for a reasonable period (generally six months).

If the Company determines that a loan is impaired, the Company next determines the amount of the impairment. The amount of impairment on collateral dependent loans is charged off within the given fiscal quarter. Generally, the amount of the loan and negative escrow in excess of the appraised value less estimated selling costs, for the fair value of collateral valuation method, is charged off. For all other loans, impairment is measured as described below in Allowance for Loan Losses.

● Allowance for loan losses (“ALL”)

The adequacy of the Company’s ALL is determined, in accordance with ASC Topic 450-20 Loss Contingencies includes management’s review of the Company’s loan portfolio, including the identification and review of individual problem situations that may affect a borrower’s ability to repay. In addition, management reviews the overall portfolio quality through an analysis of delinquency and non-performing loan data, estimates of the value of underlying collateral, current charge-offs and other factors that may affect the portfolio, including a review of regulatory examinations, an assessment of current and expected economic conditions and changes in the size and composition of the loan portfolio.

The ALL reflects management’s evaluation of the loans presenting identified loss potential, as well as the risk inherent in various components of the portfolio. There is significant judgment applied in estimating the ALL. These assumptions and estimates are susceptible to significant changes based on the current environment. Further, any change in the size of the loan portfolio or any of its components could necessitate an increase in the ALL even though there may not be a decline in credit quality or an increase in potential problem loans.

●	Property and equipment

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

			Expected useful life
Computer and office equipment			5 years

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

Depreciation expense for the ~~nine~~three months ended ~~September 30~~March 31, ~~2023~~2024 and ~~2022~~2023 totaled $~~3,579~~166 and $61,~~341~~319, respectively.

Depreciation expense for the three months ended September 30, 2023 and 2022 totaled $1,984 and $2,016, respectively.

COSMOS GROUP HOLDINGS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

(Currency expressed in United States Dollars (“US$”), except for number of shares)

●	Intangible assets

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

●

Goodwill

In accordance with ASC 350 Intangible and Other Assets, the goodwill we determined for reporting units is based on the expected benefit from business combinations. The Company evaluates its reporting units annually, as well as when changes in our operating segments occur. For changes in reporting units, we reassign goodwill using a relative fair value allocation approach. Goodwill is tested for impairment at the reporting unit level annually or more frequently if events or changes in circumstances would more likely than not reduce the fair value of a reporting unit below its carrying value. The Company has two reporting units subject to goodwill impairment testing. As of March 31, 2024 and December 31, 2023, $0 and $51,231 impairment of goodwill has been identified, respectively.

●	Impairment of long-lived assets

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

●	Revenue recognition

ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts to provide goods or services to customers.

~~The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:~~7

● identify the contract with a customer; ● identify the performance obligations in the contract; ● determine the transaction price; ● allocate the transaction price to performance obligations in the contract; and ● recognize revenue as the performance obligation is satisfied.

COSMOS GROUP HOLDINGS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER 30~~MARCH 31, ~~2023~~2024 AND ~~2022~~ 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

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

	●	identify the contract with a customer;

	●	identify the performance obligations in the contract;

	●	determine the transaction price;

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

	●	recognize revenue as the performance obligation is satisfied.

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

~~Arts~~Lending ~~and Collectibles Technology~~ Business ~~(Continuing operations)~~

The Company is licensed to originate personal loan, company loan and mortgage loan in Hong Kong. During the three months ended March 31, 2024 and 2023, the Company originated loans generally ranging from $0 to $644, with terms ranging from 1 week to 120 months. The Company mainly derives a portion of its revenue from loan which is specifically excluded from the scope of this standard, that is, interest on loan receivable is accrued monthly and credited to income as earned.

Arts and Collectibles Technology Business

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

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

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

~~Transaction~~The ~~fee~~Company’s ~~income:~~service is comprised of a single performance obligation to provide a platform facilitating the transfer of its DOTs. The Company considers its performance obligation satisfied, and recognizes revenue, at the point in time the transaction is processed.

~~The~~In this segment, the transaction consideration that the Company ~~also~~receives ~~generates~~is ~~revenue~~a ~~through~~non-cash ~~transaction fees~~consideration ~~transacted~~in onthe ~~its~~form ~~platform~~of ordigital ~~other~~assets, ~~marketplaces~~which are cryptocurrencies. The Company ~~charges~~measures the arelated ~~fee~~cryptocurrencies toat ~~individual~~fair ~~customer~~value aton the ~~secondary~~date ~~transaction level~~received, ~~which~~and the revenue is ~~allocated~~immediately torecognized upon the ~~single~~ performance obligation is satisfied. ~~The~~Fair ~~transaction~~value ~~fee~~of isthe ~~collected~~digital ~~from~~asset ~~the~~award ~~customer~~received inis ~~digital~~determined ~~assets, with~~using ~~revenue~~the ~~measured~~average ~~based~~U.S. ondollar aspot ~~certain~~rate ~~percentage~~ of the ~~value~~related of digital currency ~~assets~~ at the time ~~the~~of ~~transaction is executed~~receipt.

The Company’s service comprises of a single performance obligation to provide a platform facilitating the transfer of its DOTs. The Company considers its performance obligation satisfied, and recognizes revenue, at the point in time the transaction is processed.

In this segment, the transaction consideration that the Company receives is a non-cash consideration in the form of digital assets, which are cryptocurrencies. The Company measures the related cryptocurrencies at fair value on the date received, at the same time, the revenue is recognized. Fair value of the digital asset award received is determined using the average U.S. dollar spot rate of the related digital currency at the time of receipt.

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

~~Lending Business (discontinued operations)~~8

The Company is licensed to originate personal loan, company loan and mortgage loan in Hong Kong. During the nine months ended September 30, 2023 and 2022, the Company originated loans generally ranging from $644 to $579,000, with terms ranging from 1 week to 120 months. The Company mainly derives a portion of its revenue from loan which is specifically excluded from the scope of this standard, that is, interest on loan receivable is accrued monthly and credited to income as earned.

COSMOS GROUP HOLDINGS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER 30~~MARCH 31, ~~2023~~2024 AND ~~2022~~ 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

The following table shows the types of revenue from contracts with customers and the number of the underlying transactions:

	Three months ended March 31,
	2024		2023

Sale of arts and collectibles products	$	-	$	598,647
Transaction fee income and others		-		-
	$	-	$	598,647
Numbers of transactions:
Number of arts and collectibles sold		-		13
Number of secondary platform transactions		-		-

●

Leases

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

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

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

●	Income taxes

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

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

●	Uncertain tax positions

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC Topic 740 provisions of Section 740-10-25 for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023.

119

COSMOS GROUP HOLDINGS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER 30~~MARCH 31, ~~2023~~2024 AND ~~2022~~ 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

●	Foreign currencies translation

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

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

Translation of amounts from HKD and SGD into US$ has been made at the following exchange rates for the following periods:

	September 30, 2023		September 30, 2022
	March 31, 2024		March 31, 2023
Period-end HKD:US$ exchange rate		0.~~1277~~1278		0.1274
Period average HKD:US$ exchange rate		0.~~1277~~1279		0.~~1277~~1276

	September 30, 2023		September 30, 2022
	March 31, 2024		March 31, 2023
Period-end SGD:US$ exchange rate		0.~~7316~~7401		0.~~6973~~7521
Period average SGD:US$ exchange rate		0.~~7458~~7460		0.~~7271~~7501

●	Comprehensive income

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

●	Noncontrolling interest

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

●	Net loss per share

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

1210

COSMOS GROUP HOLDINGS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER 30~~MARCH 31, ~~2023~~2024 AND ~~2022~~ 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

●	Stock based compensation

Pursuant to ASU 2018-07, the Company follows ASC 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all share-based payment awards (employee or non-employee), are measured at grant-date fair value of the equity instruments that an entity is obligated to issue. Restricted stock units are valued using the market price of the Company’s common shares on the date of grant. The Company uses a Black-Scholes option model to estimate the fair value of employee stock options at the date of grant. As of ~~September~~March 3031, ~~2023~~2024, those shares issued and stock options granted for service compensations were immediately vested, and therefore ~~these~~ these amounts are thus recognized as expense in the operation.

●	Retirement plan costs

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

The Company also recognizes long service payments to be made by the Company to its employees upon the termination of services as a defined benefit plan under post-employment benefits. The cost of providing benefits is measured using projected unit credit method with actuarial valuations to determine its present value and service cost. When the calculation results in a benefit to the Company, the recognized assets limited to lower of the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan and the asset ceiling. The net defined benefit liabilities recognized in the statement of financial position represent the present value of the obligation under defined benefit plan minus the fair value of plan assets. The Company carried out comprehensive actuarial valuation at the end of reporting period. The remeasurement of the net defined benefit liabilities during a period are recognized as cost of defined benefit plan during the period.

●	Related parties

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

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

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

●	Commitments and contingencies

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

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

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.11

COSMOS GROUP HOLDINGS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER 30~~MARCH 31, ~~2023~~2024 AND ~~2022~~ 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

●	Fair value of financial instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:

	Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

	Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

	Level 3	Pricing inputs that are generally observable inputs and not corroborated by market data.

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

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

COSMOS GROUP HOLDINGS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

(Currency expressed in United States Dollars (“US$”), except for number of shares)

The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, loan and fee receivable, prepayments and other receivables, amounts due from related parties, accrued liabilities and other payables, loans payable, amounts due to related parties approximate their fair values because of the short maturity of these instruments.

●	Recent accounting pronouncements

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

~~NOTE 4 – GOING CONCERN UNCERTAINTIES~~12

~~The~~COSMOS ~~accompanying~~GROUP ~~unaudited~~HOLDINGS condensed consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of businessINC.

~~The~~NOTES ~~Company~~TO ~~has~~UNAUDITED ~~suffered~~CONDENSED ~~from~~CONSOLIDATED ~~an accumulated deficit~~FINANCIAL of $192,659,942 and working capital of $44,919,517 at September 30, 2023. The continuation of the Company as a going concern in the next twelve months is dependent upon the continued financial support from its stockholders. Management believes the Company is currently pursuing additional financing for its operations. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations.STATEMENTS

~~These~~FOR ~~and~~THE ~~other~~THREE ~~factors~~MONTHS ~~raise~~ENDED ~~substantial~~MARCH ~~doubt about~~31, ~~the~~2024 ~~Company’s ability to continue as a going concern. These unaudited condensed consolidated financial statements do not include~~AND ~~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.~~2023

~~NOTE~~(Currency 5expressed –in ~~DISPOSAL~~United OFStates ~~SUBSIDIARIES~~ Dollars (“US$”), except for number of shares)

~~During~~NOTE ~~the~~4 ~~nine~~- ~~months~~GOING ~~ended~~CONCERN ~~September 30, 2023, the Company disposed the lending segment and sold all equity interest. A loss of $48,610,283 was recognized from the disposal of subsidiaries.~~UNCERTAINTIES

~~NOTE~~The 6accompanying –consolidated ~~REVENUE~~financial ~~FROM~~statements have ~~CONTRACTS~~been ~~WITH~~prepared ~~CUSTOMERS~~using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

The Company reported the net loss of $1,051,038 for the three months ended March 31, 2024 and had an accumulated deficit of $206,488,173 at March 31, 2024. 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, 2021, 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 the Company’s business.

The continuation of the Company as a going concern in the next twelve months is dependent upon the continued financial support from its stockholders. Management believes the Company is currently pursuing additional financing for its operations. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations.

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

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 the 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, and the increase of non-performing loans. 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 unpredicted, including new changes and variants that may emerge concerning the severity of the virus and the actions to contain its impact.

NOTE 5 - REVENUE FROM CONTRACTS WITH CUSTOMERS

The following is a disaggregation of the Company’s revenue by major source for the respective periods:

	Three months ended September 30,				Nine months ended September 30,
	Three months ended March 31,
	2023		2022		2023		2022
	2024		2023
Interest income (from discontinued operation)	$	~~1,911~~-	$	1,~~517~~555,~~764~~976	$	~~3,100,102~~	$	~~4,833,433~~
ACT income
- Sale of arts and collectibles products		-		~~418~~598,~~998~~647		~~595,590~~		~~1,825,448~~
- Transaction fee income and others		-		~~2,074,102~~-		-		~~6,225,988~~
		-		2598,~~493,100~~647		~~595,590~~		~~8,051,436~~
	$	~~1,911~~-	$	42,~~010~~154,~~864~~623	$	~~3,695,692~~	$	~~12,884,869~~

1513

COSMOS GROUP HOLDINGS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER 30~~MARCH 31, ~~2023~~2024 AND ~~2022~~ 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

NOTE 76 –- BUSINESS SEGMENT INFORMATION

Currently, the Company has two reportable business segments:

	(i)	Lending Segment, mainly provides financing and lending services (discontinued on September 30, 2023); and
	(ii)	Arts and Collectibles Technology (“ACT”) Segment, mainly operates an online platform to sell and distribute the arts and collectibles to end-users, with the use of blockchain technologies.

	(i)	Lending Segment, mainly provides financing and lending services; and

	(ii)	Arts and Collectibles Technology (“ACT”) Segment, mainly operates an online platform to sell and distribute the arts and collectibles to end-users, with the use of blockchain technologies.

In the following table, revenue is disaggregated by primary major product line, and timing of revenue recognition. The table also includes a reconciliation of the disaggregated revenue with the reportable segments.

	Three months ended September 30, 2023
	Three months ended March 31, 2024
	Lending Segment (discontinued operation)			ACT Segment			Total
Revenue from external customers:
Interest income	$	~~1,911~~-		$	-		$	~~1,911~~-
Arts and collectibles technology income		-			-			-
Total revenue, net		~~1,911~~-			-			~~1,911~~-
Cost of revenue:
Interest expense		~~(58~~-	)		-			~~(58~~-	)
Arts and collectibles technology expense		-			~~53,327~~-			~~53,327~~-
Total cost of revenue		~~(58~~-	)		~~53,327~~-			~~53,314~~-
Gross profit		~~1,853~~-			-			~~55,225~~-
Operating expenses
Sales and marketing		~~(74~~-	)		9(200	)		(65200	)
Corporate development		-			(13,905	)		(13,905	)
Technology and development		-			(26,540	)		(26,540	)
Technology and development		-			(18,489	)		(18,489	)
General and administrative		-			(1,019,244	)		(1,019,244	)
General and administrative		(15,908	)		(1,068,316	)		(1,084,224	)
Total operating expenses		-			(1,045,984	)		(1,045,984	)
Total operating expenses		(15,982	)		(1,100,701	)		(1,116,683	)
Loss from operations		-			(1,045,984	)		(1,045,984	)
Loss from operations		(14,129	)		(1,047,329	)		(1,061,458	)
Other income (expense):
Interest income		1			99			100
Convertible notes interest expense		-			(4,970	)		(4,970	)
Convertible notes interest expense		-			(4,516	)		(4,516	)
Total other expense, net		-			(4,970	)		(4,970	)
Impairment loss on goodwill		-			(51,231	)		(51,231	)
		-
Imputed interest expense		(284	)		-			(284	)
Segment loss	$	-		$	(1,050,954	)	$	(1,050,954	)
Loan interest expense		-			(46,006	)		(46,006	)
Loss on disposal of subsidiaries		(48,609,336	)		(947	)		(48,610,283	)
Sundry income		32			-			32
Total other expenses, net		(48,609,587	)		(102,601	)		(48,712,188	)
Segment loss	$	(48,623,716	)		(1,149,930	)		(49,773,646	)

1614

COSMOS GROUP HOLDINGS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER 30~~MARCH 31, ~~2023~~2024 AND ~~2022~~ 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

	Three months ended September 30, 2022
	Three months ended March 31, 2023
	Lending Segment (discontinued operation)			ACT Segment			Total
Revenue from external customers:
Interest income	$	1,~~517~~555,~~764~~976		$	-		$	1,~~517~~555,~~764~~976
Arts and collectibles technology income		-			2598,~~493,100~~647			2598,~~493,100~~647
Total revenue, net		1,~~517~~555,~~764~~976			2598,~~493,100~~647			42,~~010~~154,~~864~~623
Cost of revenue:
Interest expense		(2758,~~046~~927	)		-			(2758,~~046~~927	)
Arts and collectibles technology expense		-			(~~311~~315,~~620~~399	)		(~~311~~315,~~620~~399	)
Total cost of revenue		(2758,~~046~~927	)		(~~311~~315,~~620~~399	)		(~~338~~374,~~666~~326	)
Gross profit		1,~~490~~497,~~718~~049			2283,~~181,480~~248			31,~~672~~780,~~198~~297
Operating expenses
Sales and marketing		(725,~~681~~543	)		(~~491~~4,~~783~~982	)		(~~499~~30,~~464~~525	)
Corporate development		-			(~~510~~57,~~786~~345	)		(~~510~~57,~~786~~345	)
Technology and development		-			(~~273~~10,~~839~~703	)		(~~273~~10,~~839~~703	)
Metaverse and AI development		-			(5,000,000	)		(5,000,000	)
General and administrative		(2,953,591	)		(948,837	)		(3,902,428	)
General and administrative		(737,558	)		(3,607,243	)		(4,344,801	)
Total operating expenses		(2,979,134	)		(1,021,867	)		(4,001,001	)
Total operating expenses		(745,239	)		(9,883,651	)		(10,628,890	)
Loss from operations		(1,482,085	)		(738,619	)		(2,220,704	)
Income (loss) from operations		745,479			(7,702,171	)		(6,956,692	)
Other income (expense):
Interest income		~~104~~1,066			8439			~~188~~1,106
Gain (loss) on disposal of digital assets		-			206			206
Convertible notes interest expense		-			(1,544	)		(1,544	)
Impairment loss on digital assets		-			(2,477	)		(2,477	)
Imputed interest expense		(237,118	)		-			(237,118	)
Convertible notes interest expense		-			(979	)		(979	)
Loan interest expense		-			(19,138	)		(19,138	)
Loan interest expense		-			(1,360	)		(1,360	)
Sundry income		31,142			-			31,142
Imputed interest expense		(235,205	)		-			(235,205	)
Total other expense, net		(204,910	)		(20,643	)		(225,552	)
Sundry income		36,564			-			36,564
Segment loss	$	(1,686,995	)	$	(759,262	)	$	(2,446,256	)
Total other expense, net		(198,537	)		(4,526	)		(203,063	)
Segment income (loss)	$	546,942		$	(7,706,697	)	$	(7,159,755	)

	As of March 31, 2024
	Lending Segment (discontinued operation)		ACT Segment		Total

Segment assets	$	-	$	17,710,057	$	17,710,057

	As of December 31, 2023
	Lending Segment (discontinued operation)		ACT Segment		Total

Segment assets	$	-	$	18,654,989	$	18,654,989

COSMOS GROUP HOLDINGS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER 30~~MARCH 31, ~~2023~~2024 AND ~~2022~~ 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

	Nine months ended September 30, 2023
	Lending Segment (discontinued operation)			ACT Segment			Total
Revenue from external customers:
Interest income	$	3,100,102			-			3,100,102
Arts and collectibles technology income		-			597,351			597,351
Total revenue, net		3,100,102			597,351			3,697,453
Cost of revenue:
Interest expense		(94,782	)		-			(94,782	)
Arts and collectibles technology expense		-			(313,601	)		(313,601	)
Total cost of revenue		(94,782	)		(313,601	)		(408,383	)
Gross profit		3,005,320			283,750			3,289,070
Operating Expenses
Sales and marketing		(119,300	)		(5,641	)		(124,941	)
Corporate development		-			(71,113	)		(71,113	)
Technology and development		-			(35,369	)		(35,369	)
General and administrative		(4,792,862	)		(13,244,612	)		(18,037,474	)
Total operating expenses		(4,912,162	)		(13,356,735	)		(18,268,897	)
Loss from operations		(1,906,842	)		(13,074,746	)		(14,979,827	)
Other income (expense):
Interest income		1,976			191			2,167
Convertible notes interest expense		-			(14,947	)		(14,947	)
Impairment loss on goodwill		-			(51,231	)		(51,231	)
Imputed interest expense		(461,179	)		-			(461,179	)
Loan interest expense		-			(123,244	)		(123,244	)
Loss on disposal of subsidiaries		(48,609,336	)		(947	)		(48,610,283	)
Sundry income		51,324			-			51,324
Total other expenses, net		(49,017,215	)		(190,178	)		(49,207,393	)
Segment loss	$	(50,924,057	)		(13,263,163	)		(64,187,220	)

COSMOS GROUP HOLDINGS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

(Currency expressed in United States Dollars (“US$”), except for number of shares)

	Nine months ended September 30, 2022
	Lending Segment (discontinued operation)			ACT Segment			Total
Revenue from external customers:
Interest income	$	4,833,433		$	-		$	4,833,433
Arts and collectibles technology income		-			8,051,436			8,051,436
Total revenue, net		4,833,433			8,051,436			12,884,869
Cost of revenue:
Interest expense		(367,337	)		-			(367,337	)
Arts and collectibles technology expense		-			(1,118,755	)		(1,118,755	)
Total cost of revenue		(367,337	)		(1,118,755	)		(1,486,092	)
Gross profit		4,466,096			6,932,681			11,398,777
Operating expenses
Sales and marketing		(260,599	)		(26,495,720	)		(26,756,319	)
Corporate development		-			(26,242,917	)		(26,242,917	)
Technology and development		-			(32,832,406	)		(32,832,406	)
Metaverse and AI development		-			(5,000,000	)		(5,000,000	)
General and administrative		(2,550,218	)		(7,192,879	)		(9,743,097	)
Total operating expenses		(2,810,817	)		(97,763,922	)		(100,574,739	)
Income (loss) from operations		1,655,279			(90,831,241	)		(89,175,962	)
Other income (expense):
Interest income		211			90			301
Gain on disposal of digital assets		-			206			206
Impairment loss on digital assets		-			(12,633	)		(12,633	)
Convertible notes interest expense		-			(979	)		(979	)
Loan interest expense		-			(1,360	)		(1,360	)
Imputed interest expense		(714,696	)		-			(714,696	)
Sundry income		93,108			506			93,614
Total other expense, net		(621,377	)		(14,170	)		(635,547	)
Segment income (loss)	$	1,033,902		$	(90,845,411	)	$	(89,811,509	)

The below revenues are based on the countries in which the customer is located. Summarized financial information concerning the geographic segments is shown in the following tables:

	Three months ended September 30,				Nine months ended September 30,
	Three months ended March 31,
	2023		2022		2023		2022
	2024		2023
Hong Kong	$	~~1,911~~-		1,~~517~~555,~~764~~976	$	~~3,100,102~~		~~4,833,433~~
Around the world		-		2,493,100		597,351		8,051,436
Around the world#		-		598,647
		1,911		4,010,864		3,697,453		12,884,869
		-		2,154,623

19# the customers in ACT segment are located in various countries around the world, in which the location of individual customer is not identifiable in the use of blockchain technology.

NOTE 7 - INVENTORIES

A summary of inventories as of March 31, 2024 and December 31, 2023 is as follows:

	As of March 31, 2024
	No. of token		No. of art and collectible items		Total amount

Balance at January 1, 2024		8		69	$	1,116,086
Purchased		-		-		-
Sold		-		-		-
Balance at March 31, 2024		8		69	$	1,116,086

	As of December 31, 2023
	No. of token		No. of art and collectible items			Total amount

Balance at January 1, 2023		8		69		$	1,164,887
Purchased		-		13			397,089
Sold		-		(13	)		397,089
Balance at December 31, 2023		8		69		$	1,116,086

COSMOS GROUP HOLDINGS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER 30~~MARCH 31, ~~2023~~2024 AND ~~2022~~ 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

NOTE 8 – ~~INTANGIBLE~~PROPERTY ~~ASSETS,~~AND ~~NET~~EQUIPMENT

A summary of ~~intangible~~property and ~~assets~~equipment asat ofMarch ~~September 30~~31, ~~2023~~2024 and December 31, ~~2022~~2023 is as follows:

	Estimated useful life		September 30, 2023				December 31, 2022
	As of March 31, 2024				As of December 31, 2023
At cost:
Computer equipment	$	3,328			$	3,328
Acquired technology software	5 years		$	17,344,690			$	17,344,690
Less: accumulated depreciation		(2,163	)			(1,997	)
Trademarks and trade name	10 years			39,415				39,270
Foreign translation adjustment		(3	)			-
Less: accumulated amortization				(6,657,665	)			(4,052,889	)
Property and equipment, net		1,162				1,331
Foreign translation adjustment				8,763				8,356
Less: Property and equipment, net – discontinued operations		-				-
			$	10,735,203			$	13,339,427
Property and equipment, net – continuing operations	$	1,162			$	1,331

AsDepreciation ofexpense from ~~September~~continuing 30operations for the three months ended March 31, 2024 and 2023 totalled $166 and $1,319, ~~the~~respectively. ~~estimated~~No ~~annual~~depreciation ~~amortization~~ expense ~~for~~from ~~intangible~~discontinued ~~assets~~operations incurred for ~~each of~~ the ~~succeeding~~three ~~five~~months ~~years~~ended ~~and~~March ~~thereafter~~31, is2024 asand ~~follows~~2023.

Period ending September 30:
2024	$	3,473,760
2025		3,473,760
2026		3,473,760
2027		293,890
2028		4,812
Thereafter		15,221
	$	10,735,203

NOTE 9 - INTANGIBLE ASSETS, NET

~~Amortization~~A summary of intangible assets ~~for~~as ~~the~~of ~~three months~~March ~~ended September 30~~31, 2024 ~~2023~~ and ~~2022~~December ~~totaled $868~~31,~~260~~ ~~and~~2023 ~~$993,257,~~is ~~respectively.~~as follows:

Amortization of intangible assets for the nine months ended September 30, 2023 and 2022 totaled $2,604,776 and $2,979,763, respectively.

	Estimated useful life	March 31, 2023			December 31, 2023
At cost:
Acquired technology software	5 years	$	17,344,690		$	17,344,690
Licensed technology knowhow	4 years		339			339
Trademarks and trade name	10 years		39,415			39,415
Less: accumulated amortization			(8,313,572	)		(7,445,312	)
Foreign translation adjustment			(72,157	)		(71,740	)
		$	8,998,715		$	9,867,053

~~NOTE~~As 9of –March ~~ACCRUED~~31, ~~CONSULTING~~2024, ~~AND~~the ~~SERVICE~~estimated ~~FEE~~annual amortization expense for intangible assets for each of the succeeding five years and thereafter is as follows

For the nine months ended September 30, 2023, the Company agreed to compensate certain business or professional service providers, in which rendered IT development service, sale and marketing service, corporate development service and administrative service. These accrued consulting and service fees totaled $5,077,589 and agreed to be settled in lieu of the common stock of the Company.

Period ending March 31:
2025	$	3,473,760
2026		3,473,760
2027		2,028,370
2028		4,824
2029		4,824
Thereafter		13,177
	$	8,998,715

~~NOTE~~Amortization 10of –intangible ~~LOAN~~assets ~~PAYABLES~~from continuing operations for the three months ended March 31, 2024 and 2023 totaled $868,260 and $868,258, respectively. No amortization of intangible assets from discontinued operations for the three months ended March 31, 2024 and 2023.

The amounts represented temporary advances received from the third parties for the lending business, which carried annual interest at the rate of 18% to 21%. These amounts were unsecured and will become repayable within one year. The loan payable balance was $0 and $1,823,536 as of September 30, 2023 and December 31, 2022, respectively.17

Interest related to the loan payables was $46,006 and $27,046 for the three months ended September 30, 2023 and 2022, respectively.

Interest related to the loan payables was $123,244 and $367,337 for the nine months ended September 30, 2023 and 2022, respectively.

COSMOS GROUP HOLDINGS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER 30~~MARCH 31, ~~2023~~2024 AND ~~2022~~ 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

NOTE 1110 –- AMOUNTS DUE TO RELATED PARTIES

The amounts represented temporary advances to the Company for the lending business, which were unsecured, interest-free and had no fixed terms of repayments. The related party balances from continuing operations were $6,~~350~~717,~~245~~244 and $236,~~931~~661,~~078~~107 as of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, respectively.

During the three ~~and~~months ~~nine~~ended March 31, 2024, no imputed interest recorded. During the three months ended ~~September 30~~March 31, 2023, the Company recorded and imputed additional non-cash interest of $0237,118 ~~and $0~~ at the market rate of 5% per annum on these interest-free related party loans, under ASC 835-30 “Imputation of Interest”.

NOTE 1211 –- CONVERTIBLES NOTE PAYABLES

Securities purchase agreement and related convertible note

Chan Hin Yip Note

On August 2, 2022, the Company entered into a Sale and Purchase Agreement (“SPA”) with CHAN Hin Yip, pursuant to which the Company agreed to purchase approximately 58 collectible items from Mr. Chan for a purchase price of HKD1,305,000 (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 (“Chan Hin Yip Note”) 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. The Chan Hin Yip Note bears interest at 1% per annum and is due on February 2, 2023. ~~At the date of this report, Chan Hin Yip Note is currently in default.~~

Root Ventures Note

On November 11, 2022, the Company and Root Ventures, LLC (“Root Ventures”) entered into a Securities Purchase Agreement, whereby the Company issued a promissory note to Root Ventures (“Root Ventures Note”) in the original principal amount of $33,000. The Root Ventures Note is convertible into shares of the common stock of the Company one hundred eighty (180) days following the date of funding at a price equal to 60% of the average of two (2) lowest trading price of the Company’s common stock for the fifteen (15) trading days prior to conversion. The Root Ventures Note bears interest at 10% per annum and is due on November 10, 2023.

1800 Diagonal Note

On August 26, 2022, the Company and 1800 Diagonal Lending LLC (“1800 Diagonal”) entered into a Securities Purchase Agreement, whereby the Company issued a promissory note to 1800 Diagonal (“1800 Diagonal Note”) in the original principal amount of $89,250. The 1800 Diagonal Note is convertible into shares of the common stock of the Company one hundred eighty (180) days following the date of funding at a price equal to 65% of the average of two (2) lowest trading price of the Company’s common stock for the twenty (20) trading days prior to conversion. The Company has the option to prepay the 1800 Diagonal Note by paying an amount equal to the then outstanding amount multiplied by premium percentage during the first one hundred eighty (180) days. The 1800 Diagonal Note bears interest at 8% per annum and is due on August 26, 2023.

As of ~~September~~March 3031, ~~2023~~2024, the Company fully repaid the convertible note payables and accrued convertible notes interest expense. As of December 31, ~~2022~~2023, the Company did not prepay the convertible note payables and accrued convertible notes interest expense of $~~123~~197,~~244 and $979, respectively~~792.

2118

COSMOS GROUP HOLDINGS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER 30~~MARCH 31, ~~2023~~2024 AND ~~2022~~ 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

NOTE 1312 – ~~STOCK-BASED~~PROMISSORY ~~COMPANESATION~~NOTE PAYABLES

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

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

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

NOTE 13 – STOCK-BASED COMPENSATION

On May 19, 2022, the Company filed a Registration Statement on Form S-8 and includes a Reoffer Prospectus that the Reoffer Prospectus may be used for reoffers and resales of shares of the Company. The Reoffer Prospectus covers the Shares issuable to the Selling Securityholders pursuant to awards granted to the Selling Securityholders under the Coinllectibles Inc. 2022 Stock Incentive Plan. The Company will not receive any proceeds from the sale of the shares offered by the Reoffer Prospectus.

As of ~~September~~March 3031, ~~2023~~2024, there were 1,~~017~~218,~~926~~518,~~772~~ 519 shares of the Company have been issued to consultants who have provided services to the Company.

~~The~~NOTE ~~following~~14 ~~table presents the stock~~-~~based~~ ~~compensation expenses~~STOCKHOLDERS’ ~~for shares granted consultants during the three and nine months ended September 30, 2023 and 2022:~~EQUITY

	Three months ended September 30,				Nine months ended September 30,
	2023		2022		2023		2022
Corporate development expenses	$	-	$	333,225	$	-	$	25,646,926
Technology and development expenses		-		45,000		-		32,105,000
Sales and marketing expenses		-		150,225		-		25,913,695
General and administrative expenses		22,500		2,172,839		12,316,110		2,811,839
	$	22,500	$	2,701,289	$	12,316,110	$	86,477,460

The stock-based compensation expense was $22,500 during the three months ended September 30, 2023.

The stock-based compensation expense was $12,316,110 during the nine months ended September 30, 2023.

NOTE 14 – STOCKHOLDERS’ EQUITY

Authorized stock

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

Common stock outstanding

~~During~~As ~~the~~of ~~nine~~March ~~months~~31, ~~ended~~2024 ~~September~~and 30December 31, 2023, ~~the~~ the Company ~~issued~~had a total of 4,585,973,082 and 1,~~017~~931,~~926~~024,~~772~~294 shares of its common stock toissued consultants who have provided services to the Company under the Coinllectibles Inc. 2022 Stock Incentive Plan. The stock-based compensation expenses for shares granted consultants during the nine months ended September 30, 2023 and ~~2022 were $12~~outstanding,~~316,110~~ ~~and $86,477,460,~~ respectively.

~~As of September 30, 2023 and December 31, 2022,~~NOTE ~~the~~15 ~~Company~~- ~~had~~NET aLOSS ~~total~~PER ~~of 1,863,852,317 shares and 454,398,143 shares of its common stock issued and outstanding, respectively.~~SHARE

~~NOTE~~The 15following table –sets ~~INCOME~~forth ~~TAX~~the computation of basic and diluted net loss per share for the respective years:

The provision for income taxes consisted of the following:

	Three months ended March 31,
	2024			2023

Net loss attributable to the Company	$	(1,040,190	)	$	(2,616,322	)

Weighted average common shares:
- Basic		2,230,889,137			374,086,727
- Diluted		2,230,889,137			374,086,727

Net loss per share:
- Basic	$	(0.00	)	$	(0.00	)
- Diluted	$	(0.00	)	$	(0.00	)

	Nine months ended September 30,
	2023		2022
Current tax:
- Local	$	-	$	-
- Foreign		355,681		546,146
Deferred tax
- Local		-		-
- Foreign		-		-
Income tax expense	$	355,681	$	546,146

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

2219

COSMOS GROUP HOLDINGS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER 30~~MARCH 31, ~~2023~~2024 AND ~~2022~~ 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

NOTE 16 - INCOME TAX

The provision for income taxes consisted of the following:

	Three months ended March 31,
	2024		2023
Current tax:
- Local	$	-	$	-
- Foreign		84		170,066

Deferred tax
- Local		-		-
- Foreign		-		-

Income tax expense	$	84	$	170,066

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

United States of America

COSG is registered in the State of Nevada and is subject to the tax laws of United States of America. The U.S. Tax Cuts and Jobs Act (the “Tax Reform Act”) was signed into law. The Tax Reform Act significantly revised the U.S. corporate income tax regime by, among other things, lowering the U.S. corporate tax rate from 35% to 21% effective January 1, 2018. The Company’s policy is to recognize accrued interest and penalties related to unrecognized tax benefits in its income tax provision. The Company has not accrued or paid interest or penalties which were not material to its results of operations for the periods presented. Deferred tax asset is not provided for as the tax losses may not be able to carry forward after a change in substantial ownership of the Company.

For the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023, there were no operating income in US tax regime.

BVI

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

Republic of Singapore

The Company’s subsidiaries are registered in Republic of Singapore and are subject to the Singapore corporate income tax at a standard income tax rate of 17% on the assessable income arising in Singapore during its tax year. The operation in Singapore incurred an operating loss due to certain charges within the group and there is no provision for income tax for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023.

	Nine months ended September 30,
	2023			2022
Income (loss) before income taxes	$	15,504		$	(87,384,457	)
Statutory income tax rate		17	%		17	%
Income tax expense at statutory rate		2,636			(14,855,358	)
Net operating loss		(2,636	)		14,855,358
Income tax expense	$	-		$	-

Hong Kong

The Company and subsidiaries operating in Hong Kong ~~are~~is subject to the Hong Kong Profits Tax at the two-tiered profits tax rates from 8.25% to 16.5% on the estimated assessable profits arising in Hong Kong during the current year, after deducting a tax concession for the tax year. The reconciliation of income tax rate to the effective income tax rate for the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2024 and ~~2021~~2023 is as follows:

	Nine months ended September 30,
	Three months ended March 31,
	2023			2022
	2024			2023
(Loss) income before income taxes	$	(51,274,393	)	$	1,191,436
Loss before income taxes	$	(56,461	)	$	(1,636,870	)
Statutory income tax rate		16.5	%		16.5	%
Income tax expense at statutory rate		(8,460,275	)		196,587
Income tax benefit at statutory rate		(9,316	)		(270,407	)
Tax effect of non-deductible items		~~378,150~~-			~~342~~466,~~096~~360
Tax effect of non-taxable items		-			(8,499	)
Net operating loss		9,400			(26,211	)
Net operating income		8,437,805			15,962
Income tax expense		84			170,066
Income tax expense	$	355,681		$	546,146
Income tax expense – discontinued operations		-			(170,066	)
Income tax expense – continuing operations	$	84		$	-

2320

COSMOS GROUP HOLDINGS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER 30~~MARCH 31, ~~2023~~2024 AND ~~2022~~ 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

The following table sets forth the significant components of the deferred tax assets and liabilities of the Company as of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023:

	September 30, 2023			December 31, 2022
	March 31, 2024			December 31, 2023
Deferred tax assets:
Net operating loss carryforward, from
US tax regime	$	7618,~~498~~675		$	~~102~~111,~~932~~247
Singapore tax regime		-5,170			1513,~~324,07~~890
Hong Kong tax regime		89,~~460,275~~400			138,~~019~~443,888
Less: valuation allowance		(833,~~536,773~~245	)		(158,~~440~~569,~~658~~025	)
Deferred tax assets, net	$	-		$	-

As of ~~September~~March 3031, ~~2023~~2024, the operations in the ~~United~~ United States of America incurred $~~747~~1,~~940~~002,343 of cumulative net operating losses which can be carried forward indefinitely to offset future ~~taxable~~ taxable income. The Company has provided for a full valuation allowance against the deferred tax assets of $~~157~~210,~~067~~492 on the expected future ~~tax~~ tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be be realized in the future.

As of ~~September~~March 3031, ~~2023~~2024, the operations in Singapore incurred $910,~~914~~041,~~376~~997 of cumulative net operating losses which can be carried forward to offset future taxable income. There is no expiry in net operating loss carryforwards under Singapore tax regime. the Company has provided for a full valuation allowance against the deferred tax assets of $1,~~685~~707,~~444~~139 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

As of ~~September~~March 3031, ~~2023~~2024, the operations in Hong ~~Kong~~ Kong incurred $52,~~790~~883,~~112~~521 of cumulative net operating losses which can be carried forward indefinitely to offset future taxable income. ~~The~~ The Company has provided for a full valuation allowance against the deferred tax assets of $8,~~710~~725,~~368~~781 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

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

NOTE 17 16 - ~~RELATED~~PENSION ~~PARTY TRANSACTIONS~~COSTS

The Company is required to make contribution to their employees under a government-mandated defined contribution pension scheme for its eligible full-times employees in Hong Kong and Singapore. The Company is required to contribute a specified percentage of the participants’ relevant income based on their ages and wages level. During the three months ended March 31, 2024 and 2023, $19,885 and $9,165 contributions from discontinued operations were made accordingly.

NOTE 18 - RELATED PARTY TRANSACTIONS

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

During the three months ended ~~September~~March 3031, ~~2023 and~~2024 ~~2022~~and 2023, the Company paid the ~~management~~director ~~service~~ fee of $0 and $~~931~~31,~~059,~~770 to Mr. Tan, a ~~company~~director ~~controlled~~of ~~by its~~the ~~director~~Company, ~~Dr.~~for ~~Lee~~his service to the Company’s subsidiary.

~~During~~Apart from the ~~three~~transactions ~~months~~and ~~ended~~balances ~~September 30, 2023~~detailed ~~and~~elsewhere ~~2022,~~in ~~the~~these ~~Company~~accompanying ~~paid~~condensed ~~the~~consolidated ~~director~~financial ~~fee of $38 and $30~~statements,~~000~~ tothe ~~Mr.~~Company ~~Tan,~~has ano ~~director~~other ofsignificant ~~the~~or ~~Company,~~material ~~for~~related party ~~his~~transactions ~~service~~during to the ~~Company’s subsidiary~~periods presented.

~~During the nine months ended September 30, 2023 and 2022, the Company paid the management service fee of $0 and $2,746,911, to a company controlled by its director, Dr. Lee.~~21

During the nine months ended September 30, 2023 and 2022, the Company paid the director fee of $124,276 and $90,000 to Mr. Tan, a director of the Company, for his service to the Company’s subsidiary.

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

COSMOS GROUP HOLDINGS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE ~~AND NINE~~ MONTHS ENDED ~~SEPTEMBER 30~~MARCH 31, ~~2023~~2024 AND ~~2022~~ 2023

(Currency expressed in United States Dollars (“US$”), except for number of shares)

NOTE 1719 - CONCENTRATIONS OF RISK

The Company is exposed to the following concentrations of risk:

(a)	Major customers

For the three ~~and nine~~ months ended ~~September 30~~March 31, ~~2023~~2024 and ~~2022~~ 2023, there was no single customer whose revenue exceeded 10% of the revenue.

(b)	Economic and political risk

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

(c)	Exchange rate risk

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

~~(d)~~NOTE ~~Liquidity~~20 ~~risk~~- COMMITMENTS AND CONTINGENCIES

~~Liquidity~~As ~~risk~~of isMarch the risk that the Company will not be able to meet its financial obligations as they become due. The Company’s policy is to ensure that it has sufficient cash to meet its liabilities when they become due31, ~~under both normal and stressed conditions~~2024, ~~without incurring unacceptable losses or risking damage to~~ the Company’s ~~reputation. A key risk in managing liquidity~~ is ~~the degree of uncertainty in the cash flow projections.~~committed ~~If future cash flows are fairly uncertain,~~ to the ~~liquidity~~below ~~risk~~contractual ~~increases~~arrangements.

~~NOTE~~On 18December 31, 2021, the Company entered into an Equity Purchase Agreement with Williamsburg Venture Holdings, LLC, a Nevada limited liability company (“Investor”), pursuant to which the Investor agreed to invest up to Thirty Million Dollars ($30,000,000) over a 36-month ~~COMMITMENTS~~period ~~AND~~in ~~CONTINGENCIES~~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 March 31, 2024, the remaining balance for Equity Purchase from the Investor was $30,000,000.

AsNOTE of20 ~~September~~- ~~30,~~SUBSEQUENT ~~2023, the Company is committed to the below contractual arrangements.~~EVENTS

25In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after March 31, 2024, up through the date the Company issued the unaudited condensed consolidated financial statements.

~~COSMOS~~On ~~GROUP~~April ~~HOLDINGS~~16, ~~INC~~2024, Grand Town Development Limited (“Grand Town”), a fully owned subsidiary of the Company, and Guangzhou Huangting Meishuguan (“Seller”) entered into four Brought and Sold Agreements, whereby Seller has agreed to sell Grand Town four pieces of collectible items at HKD 134,280,000 (approximately USD 17.13 million).

~~NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~22

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

(Currency expressed in United States Dollars (“US$”), except for number of shares)

On December 31, 2021, the Company entered into an Equity Purchase Agreement with Williamsburg Venture Holdings, LLC, a Nevada limited liability company (“Investor”), pursuant to which the Investor agreed to invest up to Thirty Million Dollars ($30,000,000) over a 36-month period in accordance with the terms and conditions of that certain Equity Purchase Agreement, dated as of December 31, 2021, by and between the Company and the Investor (the “Equity Purchase Agreement”). During the term, the Company shall be entitled to put to the Investor, and the Investor shall be obligated to purchase, such number of shares of the Company’s common stock and at such price as are determined in accordance with the Equity Purchase Agreement. The per share purchase price for the Williamsburg Put Shares will be equal to 88% the lowest traded price of the Common Stock on the principal market during the five (5) consecutive trading days immediately preceding the date which Williamsburg received the Williamsburg Put Shares as DWAC Shares in its brokerage account (as reported by Bloomberg Finance L.P., Quotestream, or other reputable source). In connection with the Equity Purchase Agreement, both parties also entered into a Registration Rights Agreement (the “Registration Rights Agreement”) pursuant to which the Company agreed to register with the SEC the common stock issuable under the Equity Purchase Agreement, among other securities. As of September 30, 2023, the remaining balance for Equity Purchase from the Investor was $30,000,000.

NOTE 19 - SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after September 30, 2023, up through the date the Company issued the unaudited condensed consolidated financial statements.

ITEM 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations

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 vii.

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.23

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:

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.

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.

2925

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$1.6563 million for the ~~nine~~three months ended ~~September 30,~~March 31, 2023 and 2022, 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 ~~September~~March 3031, 2023, the remaining balance for Equity ~~Purchase~~ 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.

30As of March 31, 2024, we had a working capital of $56,015,052 and accumulated deficit of $206,488,173. 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.

As of September 30, 2023, we had a working capital of $44,919,517 and accumulated deficit of $192,659,942. 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.26

OnComparison ~~September~~of ~~30, 2023,~~ the ~~Company~~ ~~disposed the lending segment and related assets and liabilities have been accounted for as discontinued operations in the Company’s~~three ~~consolidated~~months ~~balance~~ended ~~sheets~~March ~~for~~31, ~~all~~2024 ~~years presented. The operating results related to these lines of business have been included in discontinued operations in the Company’s combined~~ and ~~consolidated~~March ~~statement~~31, ~~of operations for all years presented.~~2023

~~Comparison~~The offollowing table sets forth certain operational data for the three months ended ~~September~~March 3031, ~~2023~~2024, ~~and~~compared ~~2022~~to the three months ended March 31, 2023:

The following table sets forth certain operational data for the three months ended September 30, 2023, compared to the three months ended September 30, 2022:

	Three months ended March 31,
	2024			2023
Revenue:
Arts and collectibles technology (“ACT”) segment		-			598,647
Cost of revenue:
ACT segment		-			(315,399	)
Gross profit		-			283,248
Operating expenses:
Sales and marketing		(200	)		(4,982	)
Corporate development		-			(57,345	)
Technology and development		(26,540	)		(10,703	)
General and administrative		(1,019,244	)		(950,909	)
Loss from operations		(1,045,984	)		(740,691	)
Total other expense, net		(4,970	)		(20,643	)
Loss before income taxes		(1,050,954	)		(761,334	)
Income tax expense		(84	)		-
Loss from continuing operations		(1,051,038	)		(761,334	)
Discontinued operations:
Loss from discontinued operations, net of income taxes		-			(1,854,988	)
NET LOSS		(1,051,038	)		(2,616,322	)
Non-cash consultancy expenses		23,876,609			-

ADJUSTED INCOME (LOSS)	$	22,825,571		$	(2,616,322	)

	Three months ended September 30,
	2023			2022
Revenue:
Lending segment (discontinued operations)	$	1,911		$	1,517,764
Arts and collectibles technology (“ACT”) segment		-			2,493,100
Total revenue		1,911			4,010,864
Cost of revenue:
Lending segment		(58	)		(27,046	)
ACT segment		53,372			(311,620	)
Gross profit		55,225			3,672,198
Operating expenses:
Sales and marketing		(65	)		(499,464	)
Corporate development		(13,905	)		(510,786	)
Technology and development		(18,489	)		(273,839	)
Metaverse and AI development		-			(5,000,000	)
General and administrative		(1,084,224	)		(4,344,801	)
Loss from operations		(1,116,683	)		(6,956,692	)
Total other expense, net		(48,712,188	)		(203,063	)
Loss before income taxes		(48,712,188	)		(7,159,755	)
Income tax expense		-			(188,878	)
NET LOSS	$	(48,712,188	)	$	(7,348,633	)
Non-cash consultancy expenses		22,500			2,701,289
ADJUSTED LOS	$	(48,689,688	)	$	(4,647,344	)

Revenue and Cost of Revenue

~~Revenue.~~For ~~Revenue for~~ the three months ended March ~~September 30~~31, ~~2023~~2024 and ~~2022 was $1~~2023,~~911~~ ~~and~~there ~~$4,010,864.~~was ~~The~~no ~~decrease~~single incustomer whose revenue ofexceeded ~~approximately~~10% ~~$4,008,953 is primarily due to the decrease from the sales~~ of ~~collectibles. During~~ the ~~three months ended September 30, 2023 and 2022, revenues were mainly attributable to the lending segment representing 100% and 37~~revenue.~~8%, and ACT segment representing 0 and 62.2%, respectively.~~

Cost of Revenue. Cost of revenue of approximately ($53,314) for the three months ended September 30, 2023 consisted primarily of interest expense and cost of collectibles. The decrease in cost of revenues of approximately $391,980 from the comparable period in 2022 was mainly due to the decrease in sales in ACT segment which led to the decrease in cost of collectibles.

Three Months Ended March 31, 2024

Lending
Segment
(discontinued
operation)

ACT
Segment

Total

Revenue from external customers:

Interest income

Arts and collectibles technology income

Total revenue, net

Cost of revenue:

Interest expense

Arts and collectibles technology expense

Total cost of revenue

Gross profit

Gross Profit. We achieved a gross profit of $55,225 and $3,672,198 for the three months ended September 30, 2023, and 2022, respectively. The decrease in gross profit for the three months ended September 30, 2023 was approximately $3,616,973, which was mainly due to the decrease in gross profit is primarily attributable to decrease in our ACT segment volume.27

Sales and marketing. We incurred sales and marketing expenses of $65 and $499,464 for the three months ended September 30, 2023, and 2022, 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 decreased by approximately $499,399 in the three months ended September 30, 2023 from $499,464 in the same period of 2022. The decrease was primarily due to the decrease in non-cash consultancy expenses charged by consultants for marketing events for ACT segment.

	Three Months Ended March 31, 2023
	Lending Segment (discontinued operation)			ACT Segment			Total
Revenue from external customers:
Interest income	$	1,555,976		$	-		$	1,555,976
Arts and collectibles technology income		-			598,647			598,647
Total revenue, net		1,555,976			598,647			2,154,623

Cost of revenue:
Interest expense		(58,927	)		-			(58,927	)
Arts and collectibles technology expense		-			(315,399	)		(315,399	)
Total cost of revenue		(58,927	)		(315,399	)		(374,326	)

Gross profit		1,497,049			283,248			1,780,297

Revenue from continuing operations of approximately $0 and $598,647 for the three months ended March 31, 2024 and 2023, respectively, decreased by $598,647, or 100.0%. Revenue from discontinued operations of approximately $0 and $1,555,976 for the three months ended March 31, 2024 and 2023, respectively, decreased by $1,555,976, or 100.0%. The breakdown of revenue is summarized as follows:-

Corporate development. We incurred corporate development expenses of $13,905 and $510,786 for the three months ended September 30, 2023, and 2022, respectively. Corporate development expenses consist primarily of personnel-related expenses incurred to support our corporate development. Corporate development expenses decreased by approximately $496,881 in the three months ended September 30, 2023 from $510,786 in the same period of 2022. The increase was primarily due to the decrease in non-cash consultancy expense charged by consultants for corporate and community development for ACT segment.

	Three months ended March 31,
	2024		2023

Interest income (discontinued operation)	$	-	$	1,555,976
ACT income:
- Sale of arts and collectibles products		-		598,647
- Transaction fee income and others		-		-
		-		598,647

	$	-	$	2,154,623

~~Technology~~The ~~and~~Company ~~development. We~~is ~~incurred~~licensed ~~technology~~to originate ~~and~~personal ~~development expenses of $18~~loan,~~489~~ ~~and~~company ~~$273,839~~loan ~~for the three months ended September 30, 2023,~~ and ~~2022,~~mortgage ~~respectively. Technology~~loan ~~and~~in ~~support~~Hong ~~expenses~~Kong ~~consist~~to ~~primarily~~earn ofinterest ~~(i)~~income ~~development~~under oflending ~~the~~business ~~DOT~~segment. ~~(digital~~The ~~ownership token), an effective application of~~interest ~~NFT~~rates ~~technologies~~on toloans ~~real~~issued ~~world~~were ~~assets,~~ranged ~~both~~from ~~tangible~~13% ~~and~~to ~~intangible,~~59% (~~ii)~~2023: ~~research~~from ~~and~~13% ~~development of blockchain smart contracts and other coding~~ to ~~apply~~59%) ~~the~~per ~~most~~annum ~~suitable blockchains~~ for ~~DOTs~~the ~~and~~three ~~maintaining~~months aended ~~distributed~~March ~~ledger~~31, to2023. ~~record~~The ~~all transactions and (iii) Development~~interest ofrate avariations ~~client~~depend ~~management~~on ~~system to facilitate~~ the ~~sale~~types ~~and purchase~~ of ~~DOTs~~loan, bymaturity ~~both~~period ~~crypto~~ and ~~non-crypto~~principal ~~natives~~amount. ~~Technology~~The ~~and~~Company ~~development expenses~~also ~~decreased~~operates byits ~~approximately~~online ~~$255,350~~platform in ~~the~~sale and ~~three~~distribution ~~months~~of ~~ended~~arts ~~September~~and 30collectibles, ~~2023~~with ~~from~~the ~~$273,839~~use inof ~~the~~blockchain ~~same~~technologies ~~period~~and ofminting ~~2022~~tokens. The increase ~~was~~in ~~primarily~~revenue ~~due~~is attributable to the ~~decrease~~rapid growth in ~~non-cash~~Arts ~~consultancy~~and ~~fee~~collectibles ~~charged by 3D~~ technology ~~consultants for ACT segment~~business.

~~Metaverse~~Cost ~~and~~of AIrevenue ~~development.~~from continuing Weoperations of ~~incurred~~approximately ~~Metaverse~~$0 and AI$315,399 ~~development~~for ~~expenses~~the three months ended March 31, 2024 and 2023, respectively, decreased by $315,399 or 100.0%. Cost of revenue from discontinued operations of approximately $0 and $558,~~000,000~~927 for the three months ended ~~September~~March 3031, 2024 and 2023, respectively, decreased by $58,927 or 100.0%. It consisted primarily of interest expense and ~~2022~~cost of purchasing collectibles, in ~~respectively~~line with sales drop. It consisted primarily of interest expense and cost of purchasing collectibles, in line with sales drop.

~~General~~Gross and administrative. We incurred general and administrative expenses of $1,084,224 and $44,344,801 for the three months ended September 30, 2023, and 2022, 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 $43,260,577 in the three months ended September 30, 2023 from $44,344,801 in the same period of 2022. The increase was primarily due to the increase directors’ remuneration, and management fee charged by a related company owned by the director of the Company.Profit

~~Other~~We ~~expense~~achieved a gross profit from continuing operations of $0 and $283,248 ~~net~~for the three months ended March 31, 2024 and 2023, respectively. We ~~incurred~~achieved ~~net~~a ~~other~~gross profit ~~expense~~from continuing operations of $~~48,712,188~~0 and $~~203~~1,~~063~~497,049 for the three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023, respectively. The decrease in gross profit is mainly attributable to a decrease in our ACT volume.

~~Income~~Sales ~~Tax Expense. Our income tax expense for the three months ended September 30, 2023~~ and ~~2022~~Marketing ~~was $219 and $188,878, respectively.~~Expenses

~~Net~~Sales ~~Loss.~~and ~~During~~marketing ~~the~~expenses from continuing operations of $200 and $4,982 for the three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023, werespectively, ~~incurred~~decreased aby ~~net loss of~~ $494,~~773~~782,~~865~~ 96.0%. Sales and ~~$7,348,633,~~marketing ~~respectively.~~expenses ~~The~~from ~~increase~~discontinued inoperations of ~~net loss~~$0 and $25,543 for the three months ended ~~September~~March 3031, 2024 and 2023, ofrespectively, decreased by $4225,~~426~~543,~~993~~ ~~was~~100.0%. ~~mainly~~It ~~attributed~~primarily ~~from~~includes ~~the~~costs ~~increase~~related into ~~loss~~public onrelations, ~~disposal~~consultancy offee, ~~subsidiaries~~advertising and marketing programs, and personnel-related expenses.

~~Comparison~~Corporate ~~of the nine~~Development ~~months ended September 30, 2023 and September 30, 2022~~Expenses

~~The~~Corporate ~~following~~development ~~table sets~~expenses ~~forth~~from ~~certain~~continuing ~~operational~~operations ~~data~~of $0 and $57,345 for the ~~nine~~three months ended ~~September~~March 3031, 2024 and 2023, ~~compared~~respectively, toprimarily ~~the~~include ~~nine~~personnel-related expenses ~~months~~incurred ~~ended~~to ~~September~~support ~~30,~~our ~~2022:~~corporate development.

	Nine months ended September 30,
	2023			2022
Revenue:
Lending segment (discontinued operations)	$	3,100,102		$	4,833,433
Arts and collectibles technology (“ACT”) segment		597,351			8,051,436
Total revenue		3,697,453			12,884,869
Cost of revenue:
Lending segment		(94,782	)		(367,337	)
ACT segment		(313,601	)		(1,118,755	)
Gross profit		3,289,070			11,398,777
Operating expenses:
Sales and marketing		(124,941	)		(26,756,319	)
Corporate development		(71,113	)		(26,242,917	)
Technology and support		(35,369	)		(32,832,406	)
Metaverse and AI development		-			(5,000,000	)
General and administrative		(18,037,474	)		(9,743,097	)
Loss from operations		(18,268,897	)		(89,175,962	)
Total other expense, net		(49,207,393	)		(635,547	)
Loss before income taxes		(64,187,220	)		(89,811,509	)
Income tax expense		(355,681	)		(546,146	)
NET LOSS	$	(64,542,901	)	$	(90,357,655	)
Non-cash consultancy expenses		12,316,110			86,477,460
ADJUSTED LOS	$	(52,226,791	)	$	(3,880,195	)

32No such expenses for discontinued operation for the three months ended March 31, 2024 and 2023

~~Revenue.~~Technology ~~Revenue for the nine months ended September 30, 2023~~ and ~~2022 was $3,697,453 and $12,884,869. The decrease in revenue of approximately $9,187,416~~support is primarily due to the decrease from the sales of collectibles. During the three months ended September, 2023 and 2022, revenues were mainly attributable to the lending segment representing 84% and 37.5%, and ACT segment representing 16% and 62.5%, respectively.Expenses

~~Cost~~Technology ofand ~~Revenue.~~support ~~Cost~~expenses offrom ~~revenue~~continuing operations of ~~approximately~~$26,540 and $~~408~~10,~~383~~703 for the ~~nine~~three months ended ~~September~~March 3031, 2024 and 2023, ~~consisted~~respectively, ~~primarily~~including (i) development of ~~interest~~the ~~expense~~DOT(digital ~~and~~ownership ~~cost~~token), an effective application of ~~collectibles.~~ ~~The~~NFT ~~decrease~~technologies into ~~cost~~real ofworld ~~revenues~~assets, ofboth ~~approximately~~tangible $1and intangible,~~077,709~~ ~~from~~(ii) ~~the~~research ~~comparable~~and ~~period~~development inof ~~2022~~blockchain ~~was~~smart ~~mainly~~contracts ~~due~~and other coding to apply the ~~decrease~~most suitable blockchains for DOTs inand ~~sales~~maintaining ina ~~ACT~~distributed ~~segment~~ledger ~~which~~to ~~led~~record all transactions and (iii) Development of a client management system to facilitate the sale ~~decrease~~and inpurchase ~~cost~~ of ~~collectibles~~DOTs by both crypto and non-crypto natives.

~~Gross~~No ~~Profit.~~such Weexpenses ~~achieved a gross profit of $3,289,070 and $11,398,777~~ for ~~the nine months ended September 30, 2023, and 2022, respectively. The decrease in gross~~discontinued ~~profit~~operation for the three months ended ~~September~~March 3031, ~~2023~~2024 ~~was~~and ~~approximately $8,109,707, which was mainly due to the decrease in gross profit is primarily attributable to decrease in our ACT segment volume~~2023.

~~Sales~~General and ~~marketing.~~Administrative WeExpenses incurred sales and marketing expenses of $124,941 and $26,756,319 for the nine months ended September 30, 2023 and 2022, 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 decreased by approximately $26,631,378 in the nine months ended September 30, 2023 from $26,756,319 in the same period of 2022. The decrease was primarily due to the decrease in non-cash consultancy expenses charged by consultants for marketing events for ACT segment.(“G&A”)

~~Corporate~~General ~~development.~~and administrative Weexpenses ~~incurred~~from ~~corporate~~continuing ~~development expenses~~ operations of $711,~~113~~019,244 and $26948,~~242,917~~837 for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023, respectively. ~~Corporate~~General ~~development~~and administrative expenses ~~consist~~from ~~primarily~~discontinued operations of ~~personnel-related~~$0 ~~expenses~~and ~~incurred~~$2,953,591 tofor ~~support~~the ~~our~~three ~~corporate~~months ~~development.~~ended ~~Corporate~~March 31, 2024 and ~~development~~2023, respectively. These expenses ~~decreased~~primarily byinclude ~~approximately~~professional ~~$26~~fees,~~171~~ audit fees,~~804~~ other miscellaneous expenses incurred in ~~the~~connection with ~~nine~~general ~~months~~operations ~~ended~~and ~~September~~personnel-related ~~30,~~expenses ~~2023~~incurred ~~from~~to ~~$26~~support our business,~~242~~ including legal,~~917~~ infinance, ~~the~~executive, ~~same~~and ~~period~~other ofsupport ~~2022~~operations. ~~The~~G&A ~~increase~~expenses ~~was~~from ~~primarily~~continued ~~due~~operations toincreased ~~the~~by ~~decrease~~approximately $70,407 in ~~non-cash~~the ~~consultancy~~three ~~expense~~months ~~charged~~ended byMarch ~~consultants~~31, 2024 ~~for~~from ~~corporate~~$948,837 ~~and~~for ~~community development~~the ~~for~~same ~~ACT~~period ~~segment~~of 2023.

~~Technology~~Other ~~and development. We incurred technology and development~~ expenses of $35,369 and $32,832,406 for the nine months ended September 30, 2023 and 2022, 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 decreased by approximately $32,797,037 in the nine months ended September 30, 2023 from $32,832,406 in the same period of 2022. The increase was primarily due to the decrease in non-cash consultancy fee charged by 3D technology consultants for ACT segment.

~~Metaverse~~Total ~~and~~other AIexpenses ~~development.~~from Wecontinuing ~~incurred Metaverse and AI development expenses~~ operations of $04,970 and $520,~~000,000~~643 for the ~~nine~~three months ended ~~September~~March 3031, ~~2023,~~2024 and ~~2022~~2023, respectively. These expenses primary include interest income, convertible notes interest expense, loan interest expense and sundry income.

~~General~~Income ~~and~~Tax administrative. We incurred general and administrative expenses of $18,037,474 and $9,743,097 for the nine months ended September 30, 2023, and 2022, 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 $8,294,377 in the nine months ended September 30, 2023 from $9,743,097 in the same period of 2022. The increase was primarily due to the increase in loss on disposal of subsidiaries.Expense

~~Other expense, net.~~ We incurred ~~net~~income ~~other~~tax ~~income~~expense from continuing operations of $~~49,207,393~~84 and ~~$635,547~~0 ~~for~~during the ~~nine~~year ~~months~~ ended ~~September~~December 3031, 2023 and 2022, respectively.

Income Tax expense. Our income tax expense for the nine months ended September 30, 2023 and 2022 was $355,681 and $546,146, respectively.

Net Loss. During the nine months ended September 30, 2023 and 2022, we incurred a net loss of $64,542,901 and $90,357,655, respectively. The decrease in net loss for the nine months ended September 30, 2023 of $25,812,993 was mainly attributed from the decrease in operating expenses.

Liquidity and Capital Resources

As of ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023, we had cash and cash equivalents of $5728,~~888~~968 and $239,~~468,828~~590.

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,
	Three Months Ended March 31,
	2023			2022
	2024			2023
Net cash (used in) provided by operating activities	$	(733,456	)	$	139,739
Net cash (used in) provided by operating activities – Continuing operations	$	(45,391	)	$	70,812
Net cash provided by investing activities		10,101			28,590
Net cash provided by investing activities – Continuing operations		-			-
Net cash (used in) provided by financing activities	$	(1,366,493	)	$	699,746
Net cash provided by financing activities – Continuing operations	$	61,106		$	52,772

Net Cash (Used In) Provided by Operating Activities.

For the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, net cash used in operating activities from continuing operations was $~~733~~45,~~456~~391 which consisted primarily of a net loss of $641,~~542~~051,~~901~~038, ~~imputed interest~~depreciation ~~expense~~ of $~~460~~166,~~893,~~ amortization of $2868,~~604~~260,~~776,~~ shares issued for services rendered of $10658,~~322~~000,~~092,~~ aan ~~decrease~~increase in ~~inventory~~account receivables of $1774,~~778,~~771 and a decrease in ~~loan~~accrued ~~interest~~liabilities and ~~fee~~other ~~receivables~~payables of $~~162~~94,~~611~~623; ~~and~~offset anby ~~increase~~a decrease in ~~income~~prepayments ~~tax~~and ~~payable~~other receivables of $~~355~~8,~~241;~~307, ~~offset~~an byincrease in accounts payables of $23,205, an increase in ~~loan~~accrued ~~receivables~~consulting and service fee of $~~199~~658,~~147~~000 and an increase in income tax payable of $661.

For the ~~nine~~three months ended March ~~September 30~~31, ~~2022~~2023, net cash provided by operating activities from continuing operations was $~~139~~70,~~739~~812 which consisted primarily of a net loss of $90761,~~357~~334,~~655,~~ ~~imputed~~depreciation ~~interest expense~~ of $~~714~~1,~~696~~319, amortization of $2868,~~979~~258,~~763,~~ ~~digital~~imputed ~~assets~~interest ~~paid for~~ expense of $8237,~~029~~118,~~743,~~ shares issued for services rendered of $83168,~~856~~852,~~800, a~~ ~~decrease~~an increase in loan ~~interest and fee~~ receivables of $~~184~~11,~~327~~947, ana ~~increase~~decrease in ~~accrued~~accounts ~~consulting~~payables ~~and service fee~~ of $2356,~~642~~844,~~821,~~ ana ~~increase~~ decrease in ~~accounts~~right-of-use ~~payables~~assets and operating lease liabilities of $122,~~977,320~~166 and ana ~~increase~~decrease in income tax payable of $~~546~~170,~~146~~066; offset by ~~digital~~a ~~assets~~decrease ~~received~~in loan interest and fee receivables of $8735,~~025~~059,~~885~~ a decrease in inventories of $14, an277, ~~increase~~a decrease in ~~loan~~prepayments and other receivables of $172,~~429,750~~486 and an increase in ~~inventory~~accrued liabilities and other payables of $~~975~~182,~~512~~602.

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 Investing Activities.

For the ~~nine~~three months ended ~~September~~March 3031, 2024 and 2023, net cash provided by investment activities was $~~10,101.~~0 ~~The~~and ~~net cash used in investing activities for the nine months ended September 30, 2022 mainly consisted of cash from acquisition of a subsidiary of~~ $~~10,246,~~0 ~~offset by purchase of intangible assets of $145~~respectively.

~~For~~Net ~~the~~Cash ~~nine~~Provided ~~months~~By ~~ended September~~Financing ~~30, 2022, net cash provided by investment activities was $28,59~~Activities. The net cash used in 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.

34For the three months ended March 31, 2024, net cash provided by financing activities was $61,106 consisting of repayment of advance from related parties of $61,106.

~~Net~~For ~~Cash~~the ~~(Used~~three ~~In)~~months ~~Provided~~ended March 31, 2023, net cash used in financing activities was $52,772 consisting of repayment of advance from related parties of $748,697; offset by ~~Financing~~repayment ~~Activities~~of loan payables of $504,463 and repayment of convertible note payables of $191,462.

For the nine months ended September 30, 2023, net cash used in financing activities was $1,366,493 consisting of repayment to related parties of $429,660, repayment of loan payables of $739,800 and repayment to convertible note payables of $197,033.

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.

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 ~~2023~~2024 to be significantly higher than ~~2022~~2023. As of ~~September~~March 3031, ~~2023~~2024, we had an accumulated deficit of $~~192,661,710~~xx. 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~~March 3031, ~~2023~~2024:

Contractual Obligations

Total

Less than 1 year

1-3 Years

3-5 Years

More than 5 Years

Amounts due to related parties

6,~~350~~717,~~245~~244

–-

Operating lease liabilities

–-

Other contractual liabilities (1)

–

–-

Commercial commitments

–-

Bank loan repayment

–-

Total obligations

6,~~350~~717,~~245~~244

–-

(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 no contractual obligations and commercial commitments as of ~~September~~March 3031, ~~2023~~2024.

3530

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, ~~2022~~2023 filed with the SEC on April 1716, ~~2023~~2024.

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

ITEM 3 Quantitative and Qualitative Disclosures about Market Risk

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

ITEM 4 Controls and Procedure

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

We conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), under the supervision of and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer. Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures, subject to limitations as noted below, as of ~~September~~March 3031, 2023, and during the period prior to and including the date of this report, were effective to ensure ~~that~~ that all information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rule and forms; and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Inherent Limitations

Because of its inherent limitations, our disclosure controls and procedures may not prevent or detect misstatements. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

Changes in Internal Control over Financial Reporting

Subject to the foregoing disclosure, there were no changes in our internal control over financial reporting that occurred during our fiscal quarter ended ~~September 30~~March 31, 2023, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

3631

PART II OTHER INFORMATION

ITEM 1 Legal Proceedings

We are not a party to any legal or administrative proceedings that we believe, individually or in the aggregate, would be likely to have a material adverse effect on our financial condition or results of operations.

ITEM 1A Risk Factors

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

ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds

None.

ITEM 3 Defaults upon Senior Securities

None.

ITEM 4 Mine Safety Disclosures

Not applicable.

ITEM 5 Other Information

None.

3732

ITEM 6 Exhibits

Exhibit No.		Description
3.1		Articles of Incorporation and Certificate of Amendment to Articles of Incorporation (1)
3.2		Amended and Restated Bylaws (2)
4.1		Specimen certificate evidencing shares of Common Stock (6)
4.2		Description of Securities (3)
10.1		Technical Knowhow License & Servicing Agreement, dated July 1, 2021, by and between Coinllectibles Limited and Marvel Digital Group Limited (4)
10.2		Services Agreement, dated July 1, 2021, by and between Coinllectibles Limited and Marvel Digital Group Limited (4)
10.3		Equity Purchase Agreement, dated December 31, 2021, by and between Cosmos Group Holdings Inc. and Williamsburg Venture Holdings, LLC, a Nevada limited liability company (5)
10.4		Registration Rights Agreement, dated December 31, 2021, by and between Cosmos Group Holdings Inc., and Williamsburg Venture Holdings, LLC (5)
10.5		Consultancy Agreement, dated February 2, 2022, by and between First Technology Development Limited, a Hong Kong limited liability company, and Coinllectibles Limited, a British Virgin Islands limited liability company (6)
10.6		Consultancy Agreement, dated February 2, 2022, by and between Silver Bloom Properties Limited, a Hong Kong and Coinllectibles Limited, a British Virgin Islands limited liability company (6)
10.7		Consultancy Agreement, dated February 2, 2022, by and between Grace Time International Holdings Limited, a Hong Kong limited liability company, and Coinllectibles Limited, a British Virgin Islands limited liability company (6)
21		Subsidiaries (4)
31.1		Certification of Chief Executive Officer and Chief Financial Officer required under Rule 13a-14(a)/15d-14(a) under the Exchange Act.*
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS		Inline XBRL Instance Document.*
101.SCH		Inline XBRL Taxonomy Extension Schema Document.*
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.*
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith

(1)	Incorporated by reference from our Form 10 filed with the Securities and Exchange Commission on May 23, 2017.
(2)	Incorporated by reference from our Form 10-SB filed with the Securities and Exchange Commission on January 19, 2000, under the name Interactive Marketing Technology, Inc.
(3)	Incorporated by reference to Exhibit 4.2 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on June 25, 2021.
(4)	Incorporated by reference to the Exhibits to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 15, 2022.
(5)	Incorporated by reference to the Exhibits to the Current Report on Form 8-K filed with the Securities and Exchange Commission on January 6, 2022.
(6)	Incorporated by reference to the Exhibits to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 16, 2022.

3833

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	COSMOS GROUP HOLDINGS INC.
	By:	/s/ Man Chung Chan
		Man Chung Chan
		Chief Executive Officer, Chief Financial Officer, Secretary
Date: November 22, 2023
Date: May 20, 2024

3934

Filing Compare · Cosmos Group Holdings Inc.