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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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, 2023

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

For the transition period from ____________ to ____________

Commission File Number 333-264963

catTHIS HOLDINGS CORP.

(Exact name of registrant issuer as specified in its charter)

Nevada

61-1990019

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

A-9-3, Northpoint Office, Mid Valley City, Lingkaran Syed Putra, 59200, Kuala Lumpur, Malaysia.

Address of principal executive offices, including zip code

+(60)3 - 9775 6029

Registrant’s phone number, including area code

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class		Trading Symbol(s)		Name on each exchange on which registered
N/A		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 Rule12b-2 of the Exchange Act).

Yes ☐ No ☒

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

N/A

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

Class		Outstanding at November 20, 2023
Common Stock, $0.0001 par value		126,737,500

TABLE OF CONTENTS

		Page
PART I	FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS:
	CONDENSED CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2023 (UNAUDITED) AND DECEMBER 31, 2022 (AUDITED)	F-1
	CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED)	F-2
	CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED)	F-3
	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (UNAUDITED)	F-4
	NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	F-5
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	6
ITEM 4.	CONTROLS AND PROCEDURES	6

PART II	OTHER INFORMATION

ITEM 1	LEGAL PROCEEDINGS	7
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	7
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	7
ITEM 4	MINE SAFETY DISCLOSURES	7
ITEM 5	OTHER INFORMATION	7
ITEM 6	EXHIBITS	7
SIGNATURES		8

PART I — FINANCIAL INFORMATION

Item 1. Financial statements

CATTHIS HOLDINGS CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF SEPTEMBER 30, 2023 (unaudited) and DECEMBER 31, 2022 (audited)

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

	As of September 30, 2023			As of December 31, 2022
	(Unaudited)			(Audited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents		3,382			5,850
Trade receivables, net	$	23,615		$	78,337
Deposits, prepayments and other receivables		8,272			8,337
TOTAL CURRENT ASSETS	$	35,269		$	92,524

NON-CURRENT ASSETS
Right of use assets, net		2,866			16,426
Equipment, net		32,731			42,493
Intangible assets, net		6,947			9,245
TOTAL NON-CURRENT ASSETS		42,544			68,164

TOTAL ASSETS	$	77,813		$	160,688

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Other payables and accrual liabilities		136,531			41,240
Trade payables	$	38,202		$	12,599
Amount due to a director		89			95
Lease liabilities, current portion		2,973			17,049
TOTAL CURRENT LIABILITIES		177,795			70,983

TOTAL LIABILITIES	$	177,795		$	70,983

STOCKHOLDERS’ EQUITY
Stockholders’ equity
Common Shares, par value $0.0001; 600,000,000 shares authorized 126,737,500 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively		12,674			12,674
Additional paid-in capital		703,648			703,648
Foreign exchange translation adjustment		(15,866	)		(14,636	)
Accumulated deficit		(800,438	)		(611,981	)
TOTAL STOCKHOLDERS’ EQUITY	$	(99,982	)	$	89,705

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	77,813		$	160,688

See accompanying notes to the unaudited condensed consolidated financial statements.

F-1

CATTHIS HOLDINGS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

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

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

	2023			2022			2023			2022
	Three months ended September 30,						Nine months ended September 30,
	2023			2022			2023			2022
REVENUE	$	32,390		$	66,903		$	99,259		$	160,186

COST OF REVENUE		(25,912	)		(27,339	)		(80,587	)		(62,541	)

GROSS PROFIT	$	6,478		$	39,564		$	18,672		$	97,645

OTHER INCOME		48			443			365			8,354

SELLING AND DISTRIBUTION EXPENSES		(10,618	)		(2,570	)		(15,483	)		(24,043	)
GENERAL AND ADMINISTRATIVE EXPENSES		(131,621	)		(19,050	)		(169,372	)		(307,059	)
OTHER OPERATING EXPENSE		(7,387	)		(9,997	)		(22,639	)		(28,420	)

LOSS BEFORE INCOME TAX		(143,100	)		8,390			(188,457	)		(253,523	)

INCOME TAX EXPENSES		-			-			-			-

NET LOSS		(143,100	)		8,390			(188,457	)		(253,523	)
OTHER COMPREHENSIVE INCOME/(LOSS):
- Foreign currency translation income/(loss)		1,790			(7,105	)		(1,230	)		(21,022	)

TOTAL COMPREHENSIVE INCOME/(LOSS)		(141,310	)		1,285			(189,687	)		(274,545	)

NET LOSS PER SHARE, BASIC AND DILUTED		(0.0011	)		(0.0000	)		(0.0015	)		(0.0022	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC AND DILUTED		126,737,500			126,737,500			126,737,500			126,737,500

See accompanying notes to the unaudited condensed consolidated financial statements.

F-2

CATTHIS HOLDINGS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (unaudited)

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

	Shares		Amount		Capital		ADJUSTMENT			loss			EQUITY
	Common Stock						FOREIGN
	NUMBER				Additional		EXCHANGE			Accumulated			Total
	OF				Paid-in		TRANSLATION			comprehensive			STOCKHOLDERS’
	Shares		Amount		Capital		ADJUSTMENT			loss			EQUITY
Balance as of December 31, 2021		126,737,500	$	12,674	$	703,648	$	6,550		$	(312,597	)	$	410,275
Net loss for the period		-		-		-		-			(117,137	)		(117,137	)
Foreign currency translation		-		-		-		(2,423	)		-			(2,423	)
Balance as of March 31, 2022		126,737,500	$	12,674	$	703,648	$	4,127		$	(429,734	)	$	290,715
Net loss for the period		-		-		-		-			(144,777	)		(144,777	)
Foreign currency translation		-		-		-		(11,493	)		-			(11,493	)
Balance as of June 30, 2022		126,737,500	$	12,674	$	703,648	$	(7,366	)	$	(574,511	)	$	134,445
Net profit for the period		-		-		-		-			8,390			8,390
Foreign currency translation		-		-		-		(7,105	)		-			(7,105	)
Balance as of September 30, 2022		126,737,500	$	12,674	$	703,648	$	(14,471	)	$	(566,121	)	$	135,730

	Common Stock						FOREIGN
	NUMBER				Additional		EXCHANGE			Accumulated			Total
	OF				Paid-in		TRANSLATION			comprehensive			STOCKHOLDERS’
	Shares		Amount		Capital		ADJUSTMENT			loss			EQUITY
Balance as of December 31, 2022		126,737,500	$	12,674	$	703,648	$	(14,636	)	$	(611,981	)	$	89,705
Balance		126,737,500	$	12,674	$	703,648	$	(14,636	)	$	(611,981	)	$	89,705
Net loss for the period		-		-		-		-			(26,064	)		(26,064	)
Foreign currency translation		-		-		-		159			-			159
Balance as of March 31, 2023		126,737,500	$	12,674	$	703,648	$	(14,477	)	$	(638,045	)	$	63,800
Net loss for the period		-		-		-		-			(19,293	)		(19,293	)
Foreign currency translation		-		-		-		(3,179	)		-			(3,179	)
Balance as of June 30, 2023		126,737,500	$	12,674	$	703,648	$	(17,656	)	$	(657,338	)	$	41,328
Net loss for the period		-		-		-		-			(143,100	)		(143,100	)
Net Income (loss)		-		-		-		-			(143,100	)		(143,100	)
Foreign currency translation		-		-		-		1,790			-			1,790
Balance as of September 30, 2023		126,737,500	$	12,674	$	703,648	$	(15,866	)	$	(800,438	)	$	(99,982	)
Balance		126,737,500	$	12,674	$	703,648	$	(15,866	)	$	(800,438	)	$	(99,982	)

See accompanying notes to consolidated financial statements

F-3

CATTHIS HOLDINGS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (unaudited)

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

	2023			2022
	For the Nine Months Ended, September 30
	2023			2022
	(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss for the period	$	(188,457	)	$	(253,523	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization expenses		22,247			27,068

Changes in operating assets and liabilities:
Trade receivables		51,752			(86,189	)
Deposits, prepayments and other receivables		(459	)		2,903
Operating lease liabilities		(13,508	)		(16,836	)
Trade payables		27,316			23,271
Other payables and accrued liabilities		101,310			(9,115	)
Net cash flows provided by/(used in) operating activities	$	201		$	(312,421	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment		-			(3,496	)
Net cash flows used in investing activities	$	-		$	(3,496	)

Effect of exchange rate changes	$	(2,669	)	$	(14,911	)

Net changes in cash and cash equivalents		(2,468	)		(330,828	)
Cash and cash equivalents, beginning of year		5,850			345,678

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	3,382		$	14,850

See accompanying notes to the unaudited condensed consolidated financial statements.

F-4

CATTHIS HOLDINGS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022 (unaudited)

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

1. ORGANIZATION AND BUSINESS BACKGROUND

catTHIS Holdings Corp. was incorporated on January 4, 2021 under the laws of the state of Nevada.

The Company, through its subsidiary, engages in providing digital marketing service.

On June 25, 2021 the Company acquired 100% of the equity interests in catTHIS Holdings Corp. (herein referred as the “Malaysia Company”), a private limited company incorporated in Labuan, Malaysia.

Details of the Company’s subsidiaries:

SCHEDULE OF COMPANY’S SUBSIDIARY

No.

Company Name

Domicile and Date of

Incorporation

Particulars of Issued

Capital

Principal Activities

catTHIS Holdings Corp.

Labuan, January 26, 2021

100 Share of Ordinary Share, US$1 each

Digital marketing service provider

For purposes of consolidated financial statement presentation, catTHIS Holdings Corp. and its subsidiary is hereinafter referred to as the “Company”.

F-5

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements for catTHIS Holdings Corp. and its subsidiary for the nine months ended September 30, 2023 are prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the accounts of catTHIS Holdings Corp. and its wholly owned subsidiary. The Company has adopted December 31 as its fiscal year end.

Basis of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its subsidiary. All inter-company accounts and transactions have been eliminated upon consolidation.

Use of Estimates

Management uses estimates and assumptions in preparing these financial statements in accordance with US GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities in the balance sheets, and the reported revenue and expenses during the periods reported. Actual results may differ from these estimates.

Intangible assets, net

The Company follows ASC 360 in accounting for intangible assets, which requires impairment losses to be recorded when indicators of impairment are present and the undiscounted cash flows estimated to be generated by the assets are less than the assets’ carrying amounts. For the period ended September 30, 2023 the Company determined there were no indicators of impairment of intangible assets.

The amortization is provided on straight line method so as to write off the amortization amount of the respective classes of intangible assets as follows:

Asset Categories		Amortization Periods
Software and applications		5 years

F-6

Equipment, net

Equipment 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.

Asset Categories		Depreciation Periods
Office equipment		10 years
Photography and videography equipment		5 years

Lease

The Company recognizes lease payments for its short-term lease on a straight-line basis over the lease term in accordance with ASC 842.

The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received. Costs associated with operating lease assets are recognized on a straight-line basis within operating expenses over the term of the lease.

In determining the present value of the unpaid lease payments, ASC 842 requires a lessee to discount its unpaid lease payments using the interest rate implicit in the lease or, if that rate cannot be readily determined, its incremental borrowing rate. As most of the Company leases do not provide an implicit rate, the Company uses its incremental borrowing rate as the discount rate for the lease. The Company incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments.

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.

Revenue recognition

The Company follows the guidance of ASC 606, “Revenue from Contracts”. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contracts, which includes (1) identifying the contracts or agreements with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients.

Revenue is measured at the fair value of the consideration received or receivable, net of discounts and taxes applicable to the revenue. The Company derives its revenue from provision of digital marketing services to customers.

F-7

Income tax expense

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

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

Going concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying financial statements, for the period ended September 30, 2023, the Company suffered net loss of $188,457 and accumulated deficit of $800,438. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the financial statements are issued. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The Company’s ability to continue as a going concern is dependent upon improving its profitability and the continuing financial support from its shareholders. Management believes the existing shareholders or external financing will provide the additional cash to meet the Company’s obligations as they become due. No assurance can be given that any future financing, if needed, will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company is able to obtain additional financing, if needed, it may contain undue restrictions on its operations, in the case of debt financing, or cause substantial dilution for its stockholders, in the case of equity financing.

Net loss per share

The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic loss 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.

F-8

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 statements of operations.

The reporting currency of the Company is United States Dollars (“US$”). The Company’s subsidiary in Labuan maintains its books and record in United States Dollars (“US$”) respectively, and Ringgits Malaysia (“MYR”) is functional currency as being the primary currency of the economic environment in which the entity operates.

In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not the 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 year. 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 statement of stockholders’ equity.

Translation of amounts from RM into US$1 has been made at the following exchange rates for the respective periods:

SCHEDULE OF FOREIGN EXCHANGE RATES

	2023		2022
MYR : US$1 exchange rate, as of September 30, 2023		4.6987		4.4130
MYR : US$1 exchange rate, for nine months ended September 30, 2023		4.5359		4.4005

Related parties

Parties, which can be a corporation or individual, are considered to be related if the Company has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Companies are also considered to be related if they are subject to common control or common significant influence.

Fair value of financial instruments

The carrying value of the Company’s financial instruments: cash and cash equivalents, trade receivables, deposits, prepayments and other receivables, amount due to related parties, trade payables, other payables and accrual liabilities approximate at their fair values because of the short-term nature of these financial instruments.

The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

Level 1 : Observable inputs such as quoted prices in active markets;

Level 2 : Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3 : Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

As of September 30, 2023 and 2022, the Company did not have any nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements, at least annually, on a recurring basis, nor did the Company have any assets or liabilities measured at fair value on a non-recurring basis.

F-9

Recently Adopted Accounting Standards

In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. In November 2019, the FASB issued ASU 2019-10 highlighted the adoption timeline. For smaller reporting entities, Topic 326 is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years, of which is effective for the Company on January 1, 2023.

Credit loss rate is determined by historical collection based on aging schedule, adjusted for current conditions using reasonable and supportable forecasts. Based on the aging categorization and the adjusted loss rate per category, an allowance for credit losses is calculated by multiplying the adjusted loss rate with the amortized cost in the respective age category.

Recently Issued Accounting Standards

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

3. GOING CONCERN UNCERTAINTIES

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company incurred a net loss of $188,457 for the nine months ended September 30, 2023 resulting in accumulated deficit of $800,438.

The Company’s cash position may not be significant enough to support the Company’s daily operations. While the Company believes in the viability of its strategy and in its ability to raise additional funds, there can be no assurances to that effect. The Company’s ability to continue as a going concern is dependent upon its ability to improve profitability and the ability to acquire funding through public offering. If funding from public offering is insufficient, then the Company shall rely on the financial support from its controlling shareholder.

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

4. TRADE RECEIVABLES

SCHEDULE OF ACCOUNTS RECEIVABLE

	As of September 30, 2023		As of December 31, 2022
Trade receivables	$	23,615	$	78,337
Allowance for expected credit loss		-		-
Trade receivable, net	$	23,615	$	78,337

5. EQUIPMENT

SCHEDULE OF EQUIPMENT

	As of September 30, 2023			As of December 31, 2022
Office equipment, cost		6,320			6,729
Photography & videography equipment, cost		44,693			47,587
Total equipment		51,013			54,316
Accumulated depreciation		(18,282	)		(11,823	)
Total equipment, net	$	32,731		$	42,493

Office equipment include, but are not strictly limited to, preparing the interior of the office space for the Company’s use, improving functionality, and purchasing new office equipment.

For the nine months ended September, 2023, the depreciation of equipment amounted $7,439.

6. INTANGIBLE ASSETS

SCHEDULE OF INTANGIBLE ASSETS

	As of September 30, 2023			As of December 31, 2022
Software and applications, cost		11,578			12,327
Accumulated amortization		(4,631	)		(3,082	)
Software and applications, net	$	6,947		$	9,245

For the nine months ended September, 2023, the amortization of intangible assets amounted $1,800.

F-10

7. LEASE RIGHT-OF-USE ASSET AND LEASE LIABILITIES

A single lease cost is recognized over the lease term on a generally straight-line basis. All cash payments of operating lease cost are classified within operating activities in the statement of cash flows.


Right-Of-Use Assets
Balance as of December 31, 2022	$	16,426
Amortization for the nine months ended September, 2023		(13,015	)
Adjustment for foreign currency translation difference		(545	)
Balance as of September 30, 2023		2,866

Lease Liability
Balance as of December 31, 2022	$	17,049
Add: imputed interest		385
Less: gross repayment		(13,508	)
Adjustment for foreign currency translation difference		(953	)
Balance as of September 30, 2023		2,973

Lease liability current portion		2,973
Lease liability non-current portion	$	-

8. DEPOSITS, PREPAYMENTS AND OTHER RECEIVABLES

	As of September 30, 2023		As of December 31, 2022
Prepayment	$	408	$	-
Deposits		7,864		8,337
Total deposits, prepayments and other receivables	$	8,272	$	8,337

Deposits includes rental and utility deposit and car park deposits, while prepayment consist solely of car park rental prepayment.

9. OTHER PAYABLES AND ACCURED LIABILITIES

	As of September 30, 2023		As of December 31, 2022
Accruals	$	-	$	20,280
Other payables		136,531		20,960
Total other payable and accrued liabilities		136,531		41,240

Other payables consist primarily of outstanding audit fee, marketing expenses and professional fee while accruals consist primarily of outstanding salary and subcontractor fee.

10. AMOUNT DUE TO A DIRECTOR

Amount due to a director consist solely of paid-up capital of subsidiary paid by director on behalf of the Company.

11. INCOME TAXES

The loss before income taxes of the Company for the nine months ended September 30, 2023 and 2022 were comprised of the following:

	2023			2022
	For the nine months ended September 30
	2023			2022
Tax jurisdictions from:
– Local	$	(133,939	)	$	(169,263	)

– Foreign, representing:
Labuan		(54,518	)		(84,260	)
Loss before income taxes	$	(188,457	)	$	(253,523	)

F-11

Provision for income taxes consisted of the following:

SCHEDULE OF PROVISION OF INCOME TAXES

	2023		2022
	For the nine months ended September 30
	2023		2022
Current:
–Local	$	-	$	-
–Foreign:		-		-
Deferred:
–Local		-		-
–Foreign		-		-
Income tax expense	$	-	$	-

The effective tax rate in the periods presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rates. During the periods presented, the Company has a number of subsidiaries that operates in different countries and is subject to tax in the jurisdictions in which its subsidiaries operate, as follows:

United States of America

The Company is registered in the State of Nevada and is subject to the tax laws of the United States of America. The net operating loss carry forwards begin to expire in 2043, if unutilized. The Company has provided for a full valuation allowance against the deferred tax assets on the expected future tax benefits from the net operating loss carry forwards as the management believes it is more likely than not that these assets will not be realized in the future.

Malaysia

Under the current laws of the Labuan, catTHIS Holdings Corp. is governed under the Labuan Business Activity Act, 1990. The tax charge for such company is based on 3% of net audited profit.

F-12

The following table sets forth the significant components of the aggregate deferred tax assets of the Company as of September 30, 2023 and December 31, 2022:

SCHEDULE OF DEFERRED TAX ASSETS

	As of September 30, 2023			As of December 31, 2022
Deferred tax assets:

Cumulative tax credit from operating loss carryforwards
– United States of America	$	86,784		$	59,210
– Labuan		9,937			8,777

Less: valuation allowance		(96,721	)		(67,987	)
Deferred tax assets	$	-		$	-

12. CONCENTRATION OF RISK

The Company is exposed to the following concentration of risk:

(a) Major customer

For the three months ended September 30, 2023, and 2022 for the customer who accounted for 10% or more of the Company’s revenues and its accounts receivable balance at period-end are presented as follows:

SCHEDULE OF CONCENTRATION OF RISK

	2023		2022		2023			2022			2023		2022
	Revenue				Percentage of revenue						Trade receivable
Customer A		32,390		66,903		100	%		100	%		23,615		86,186
Total		32,390		66,903		100	%		100	%		23,615		86,186

For the nine months ended September 30, 2023, and 2022 for the customer who accounted for 10% or more of the Company’s revenues and its accounts receivable balance at period-end are presented as follows:

	2023		2022		2023			2022			2023		2022
	Revenue				Percentage of revenue						Trade receivable
Customer A		99,259		160,186		100	%		100	%		23,615		86,186
Total		99,259		160,186		100	%		100	%		23,615		86,186

(b) Major supplier

For the three months ended September 30, 2023, and 2022 for the supplier who accounted for 10% or more of the Company’s cost of revenue and its accounts payable balance at period-end are presented as follows:

	2023		2022		2023			2022			2023		2022
	Cost of sales				Percentage of cost of revenue						Trade payable
Supplier A		25,912		27,339		100	%		100	%		38,202		23,271
Total		25,912		27,339		100	%		100	%		38,202		23,271

For the nine months ended September 30, 2023, and 2022 for the supplier who accounted for 10% or more of the Company’s cost of revenue and its accounts payable balance at period-end are presented as follows:

	2023		2022		2023			2022			2023		2022
	Cost of sales				Percentage of cost of revenue						Trade payable
Supplier A		80,587		52,435		100	%		83.84	%		38,202		14,006
Supplier B		-		9,589		0	%		15.33	%		-		9,265
Total		80,587		62,024		100	%		99.17	%		38,202		23,271

Financial instruments that are potentially subject to credit risk consist principally of accounts receivable. The Company believes the concentration of credit risk in its trade receivables is substantially mitigated by its ongoing credit evaluation process and relatively short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information.

(d) Exchange rate risk

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

13. SEGMENT REPORTING

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

F-13

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

SCHEDULE OF INTER SEGMENT INFORMATION

By Business Segment:

	Digital Catalogue Management Service			Total
	Nine Months Ended September 30, 2023
	Digital Catalogue Management Service			Total
Revenue	$	99,259		$	99,259
Cost of revenue		(80,587	)		(80,587	)
Gross profit	$	18,672		$	18,672
Selling, general and administrative expenses and other income		(207,129	)		(207,129	)
Net loss	$	(188,457	)	$	(188,457	)

Total assets	$	77,813			77,813

	Digital Catalogue Management Service			Total
	Nine Months Ended September 30, 2022
	Digital Catalogue Management Service			Total
Revenue	$	160,186		$	160,186
Cost of revenue		(62,541	)		(62,541	)
Gross profit	$	97,645		$	97,645
Selling, general and administrative expenses and other income		(351,168	)		(351,168	)
Loss from operation	$	(253,523	)	$	(253,523	)

Total assets	$	188,955			188,955

By Geography:

	United State (Nevada)			Malaysia (Labuan)			Total
	Nine Months Ended September 30, 2023
	United State (Nevada)			Malaysia (Labuan)			Total
Revenue	$	-		$	99,259		$	99,259
Cost of revenue		-			(80,587	)		(80,587	)
Gross profit	$	-		$	18,672		$	18,672
Selling, general and administrative expenses and other income		(133,939	)		(73,190	)		(207,129	)
Loss from operation	$	(133,939	)	$	(54,518	)	$	(188,457	)

Total assets	$	-		$	77,813		$	77,813

	United State (Nevada)			Malaysia (Labuan)			Total
	Nine Months Ended September 30, 2022
	United State (Nevada)			Malaysia (Labuan)			Total
Revenue	$	-		$	160,186		$	160,186
Cost of revenue		-			(62,541	)		(62,541	)
Gross profit	$	-		$	97,645		$	97,645
Selling, general and administrative expenses and other income		(169,263	)		(181,905	)		(351,168	)
Loss from operation	$	(169,263	)	$	(84,260	)	$	(253,523	)

Total assets	$	-			188,955			188,955

14. 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 financial statements are issued, the Company has evaluated all events or transactions that occurred after September 30, 2023 up through the date the Company presented these audited financial statements.

F-14

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information contained in this quarter report on Form 10-Q is intended to update the information contained in our Form 10-K, dated April 14, 2023, for the period ended December 31, 2022 and presumes that readers have access to, and will have read, the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other information contained in such Form 10-K. The following discussion and analysis also should be read together with our consolidated financial statements and the notes to the consolidated financial statements included elsewhere in this Form 10-Q.

The following discussion contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements appear in a number of places in this Report, including, without limitation, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” These statements are not guarantees of future performance and involve risks, uncertainties and requirements that are difficult to predict or are beyond our control. Forward-looking statements speak only as of the date of this quarterly report. You should not put undue reliance on any forward-looking statements. We strongly encourage investors to carefully read the factors described in our Form 10-K in the section entitled “Risk Factors” for a description of certain risks that could, among other things, cause actual results to differ from these forward-looking statements. We assume no responsibility to update the forward-looking statements contained in this transition report on Form 10-Q. The following should also be read in conjunction with the unaudited Condensed Consolidated Financial Statements and notes thereto that appear elsewhere in this report.

Overview

catTHIS Holdings Corp., was incorporated in the State of Nevada on January 4, 2021 and it operates through its wholly owned subsidiary, catTHIS Holdings Corp., a Company organized in Labuan, Malaysia. The Nevada and, Malaysia corporations share the same exact business plan.

We are an online platform that provides digital catalogue management service to retailers. Our app “catTHIS” enables users to save PDF catalogues and organize them in a customized way. Users can download the mobile app from Google Play (https://play.google.com/store/apps/details?id=com.incredibleqr.mycatthis.production) or App Store (https://apps.apple.com/us/app/catthis/id1211749794), or access our web-based digital catalogue management system via https://catthis.com/.

We are a startup early-stage company that intend to provide digital marketing services through technology. Its leading mobile application “catTHIS” is a digital catalogue management platform that allows users to upload and share PDF catalogues anywhere and from any devices for free. This environmental-friendly service would significantly bring down the number of physical printed catalogues, newspaper advertisement, magazines and other printed materials. The key feature of this digital catalogue management platform is its engagement metrics, which are extremely useful for users to understand how well its catalogue is reaching their audience.

Results of Operations

Revenue, cost of revenue and gross profit

For nine months ended September 30, 2023 and 2022, the Company has generated revenue of $99,259 and $160,186.

For three months ended September 30, 2023 and 2022, the Company has generated revenue of $32,390 and $66,903.

The revenue generated was the result of branding and marketing service fees paid by corporate clients which include catalogue management services, video production and live streaming services via green-screen studio.

For the nine months ended September 30, 2023 and 2022, the Company has incurred cost of revenue of $80,587 and $62,541.

For the three months ended September 30, 2023 and 2022, the Company has incurred cost of revenue of $25,912 and $27,339.

Cost of revenue incurred arise in providing marketing service fees paid by corporate clients which include catalogue management services, video production and live streaming services via green-screen studio.

As a result, for nine months ended September 30, 2023 and 2022, the Company has generated gross profit of $18,672 and $97,645.

While for three months ended September 30, 2023 and 2022, the Company has generated gross profit of $6,478 and $39,564.

Selling, Distribution and General and Administrative Expenses

For the nine months ended September 30, 2023 and 2022, the Company incurred selling and distribution expenses amounted $15,483 and $24,043.

For three months ended September 30, 2023 and 2022, the Company incurred selling and distribution expenses amounted $10,618 and $2,570.

Selling and distribution expenses primarily consist of advertisement, event, marketing fee, travelling expenses and website maintenance.

For the nine months ended September 30, 2023 and 2022, the Company incurred general and administrative expenses amounted $169,372 and $307,059.

For three months ended September 30, 2023 and 2022, the Company incurred general and administrative expenses amounted $131,621 and $19,050.

General and administrative expenses primarily consist of subcontractor fee, secretary fee, utility and rental expenses.

For the nine months ended September 30, 2023 and 2022, the Company incurred other expenses amounted $22,639 and $28,420.

For three months ended September 30, 2023 and 2022, the Company incurred other expenses amounted $7,387 and $9,997.

Other expenses consist of depreciation of equipment, right of use assets and software and application amortization.

Net Loss

For the nine months ended September 30, 2023 and 2022, the Company has incurred a net loss of $188,457 and $253,523 respectively.

For the three months ended September 30, 2023 and 2022, the Company has incurred a net loss of $143,100 and net profit of $8,390 respectively.

Liquidity and Capital Resources

Cash Used In Operating Activities

For the nine months ended September 30, 2023, the Company has generated $201 in operating activities primarily attributable to depreciation and amortization expense, decrease in trade receivables, increase in trade payables, increase in other payables and accrued liabilities, increase in deposits, prepayments and other receivables, and repayment of lease liability.

For the nine months ended September 30, 2022, the Company has used $312,421 in operating activities primarily caused by net loss from operating, increase in trade receivables, repayment of lease liability and other payables and accrued liabilities contra by depreciation and amortization expenses, decrease in deposits, prepayments and other receivables and increase in trade payables.

Cash Used In Investing Activities

No investing activities has occurred for the nine months ended September 30, 2023.

For the nine months ended September 30, 2022, the Company has invested $3,496 in investing activity for the acquisition of office equipment.

Off-balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders as of September 30, 2023.

Contractual Obligations

As of September 30, 2023, the Company has no contractual obligations involved.

ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

ITEM 4 CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures:

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2023. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2023, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of September 30, 2023, our disclosure controls and procedures were not effective: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties and effective risk assessment; (3) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines; and (4) lack of internal audit function due to the fact that the Company lacks qualified resources to perform the internal audit functions properly and that the scope and effectiveness of the internal audit function are yet to be developed.

Changes in Internal Control Over Financial Reporting:

There were no changes in our internal control over financial reporting during the quarter ended September 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations. We may become involved in material legal proceedings in the future.

Item 1A. Risk Factors

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a) None.

(b) None.

Item 3. Defaults Upon Senior Securities

(a) None.

(b) None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits

31.1		Rule 13(a)-14(a) / 15(d)-14(a) Certification of principal executive officer and principal financial officer

32.1		Section 1350 Certification of principal executive officer and principal financial officer

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)

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.

	catTHIS Holdings Corp.
	(Name of Registrant)

Date: November 21, 2023

	By:	*/s/ Yeo Choon Pin*
	Name:	Yeo Choon Pin
	Title:	Chief Executive Officer, Director

CATTHIS HOLDINGS CORP 10-Q