[{"_1":2,"_3":-5,"_4":-5},"loaderData",{"_5":6,"_7":8},"actionData","errors","root",{"_97":98},"en-item",{"_9":10,"_10":11},"kind","item",{"_12":13,"_14":15,"_16":17,"_18":19,"_20":21,"_22":-5,"_23":24,"_25":26,"_27":28,"_29":30,"_31":30,"_32":33,"_34":35,"_36":37,"_38":39,"_40":41,"_42":43,"_44":45,"_46":-5,"_47":48,"_49":-5,"_50":-5,"_51":52,"_53":54,"_55":56,"_57":41,"_58":41,"_59":60,"_61":41,"_62":63},"id","dqiuqmrhj3vf426alc27n4elv","revision",2,"title","Zicix Corporation 面临重大流动性风险与监管不确定性","originalTitle","10-K - Zicix Corp (0001465311) (Filer)","summary","Zicix Corporation 2026财年净亏损138.8万美元，现金为零，依赖股东支持。公司因中东冲突暂停迪拜业务，面临32.67万美元可转债违约及审计监管风险。其控股结构及香港子公司运营受中美政策影响，可能影响股价及持续经营能力。","reason","source",{"_12":88,"_89":90,"_9":91,"_92":41,"_93":94,"_95":96},"links",{"_85":86,"_76":87},"publishedAt","2026-10-15T16:37:51.000Z","discoveredAt","2026-10-15T16:41:25.572Z","timelineAt","category","tip","tags",[82,83,84],"stockSymbols",[81],"score",44,"selected",true,"channel","news","story",{"_71":72,"_16":73},"x","readingMode","full","author","language","body",{"_63":75,"_76":-5,"_77":78,"_79":80},"outline",[],"relatedStories",[74],"indexable","markdownAvailable","group",{"_64":65,"_44":66,"_67":15,"_68":69,"_70":69},"hasTranslation","bodyLanguage","zh","factId","f0Sp0ZNHqdiw",{"_71":72,"_16":73},"reportCount","additionalSourceCount",0,"developmentCount","publicId","86660a8c-94f0-4392-bf3c-d336c18c3e7b","Zicix Corporation 财务危机与运营风险",{"_71":72,"_16":73},"

美国
\n证券交易委员会

华盛顿特区 20549

表格 10-K

☒\n年度报告根据《1934年证券交易法》第13或15(d)条

截至 2026年3月31日

或

☐\n根据《1934年证券交易法》第13或15(d)条的过渡报告

委员会文件编号: 000-56789

ZICIX 公司

(注册人章程中指定的名称)

\n \n \n \n \n \n \n \n \n \n \n \n \n

内华达州		74-2036525
(注册或组织地)		(美国国税局雇主
注册或组织地)		识别号码)

1901, 世界贸易中心

格洛斯特路280号, 铜锣湾

中国香港

0000

(主要执行办公室地址和邮编)

注册人的电话号码，包括地区号： + 852-91010998

根据《法案》第12(b)条注册的证券：无

\n \n \n \n \n \n \n

每类证券的名称	每类证券注册的交易所名称
无	无

根据《法案》第12(g)条注册的证券：

普通股，面值0.00001美元

每类证券的名称

通过复选标记表明\n注册人是否为《证券法》第405条中定义的知名资深发行人。是 ☐\n否 ☒

通过复选标记表明\n注册人是否不需要根据《交易法》第13条或第15(d)条提交报告。是 ☐\n否 ☒

通过复选标记表明\n注册人(1)在前12个月（或注册人需要提交此类报告的较短期间）是否已提交了《1934年证券交易法》第13条或第15(d)条要求提交的所有报告，以及(2)是否在过去90天内一直受此类提交要求的约束。是 ☒ 否 ☐

通过复选标记表明\n注册人是否在前12个月（或注册人需要提交此类文件的较短期间）内提交了根据《S-T条例》第405条（§ 232.405）要求提交的每一份交互式数据文件。是 ☒ 否 ☐

通过复选标记表明\n注册人是大型加速提交者、加速提交者、非加速提交者、较小的报告公司，还是任何新兴成长公司。请参见《交易法》第12b-2条中“大型加速提交者”、“加速提交者”、“较小的报告公司”和“新兴成长公司”的定义。

\n \n \n \n \n \n \n \n \n \n

大型加速提交者 ☐	加速提交者 ☐
非加速提交者 ☒	较小的报告公司 ☒
	新兴成长公司 ☐

如果为新兴成长公司，\n通过复选标记表明注册人是否已选择不使用《交易法》第13(a)条规定的任何新修订的财务会计标准的延长过渡期。 ☐

通过复选框表明\n注册人是否已由为其出具或签发审计报告的注册公众会计公司根据《萨班斯-奥克斯利法案》第404(b)条（15 U.S.C. 7262(b)）对其管理层对财务报告内部控制有效性的评估进行了报告和鉴证。是 ☐ 否 ☒

如果证券根据该法案第12(b)条注册，请通过复选框表明在提交文件中包含的注册人的财务报表是否反映了对以前发布的财务报表的更正。 ☐

通过复选框表明\n注册人是否对任何错误更正进行了重新表述，这些更正要求根据§240.10D-1(b)对注册人高管在相关回收期内获得的基于激励的薪酬进行回收分析。 ☐

通过复选框表明\n注册人是否为壳公司（根据《交易法》第12b-2条定义）。是 ☐\n否 ☒

说明注册人每类普通股的流通股数量，以最近可行日期为准。

\n \n \n \n \n \n \n \n \n

普通股		截至2026年10月1日的流通股
普通股，每股面值0.00001美元		27,092,279\n 股

注册人持有的12,715,111股普通股的总市值在2025年9月30日（注册人第二季度的最后一个营业日）由非关联方持有，金额为$9,923,005，根据当天场外报价板报告的收盘价为$4.60。

参考文件：无

		页码
第一部分
第1项	业务描述	1
第1A项	风险因素	19
第1B项	未解决的工作人员意见	34
第1C项	网络安全	35
第2项	财产	35
第3项	法律诉讼	35
第4项	矿井安全披露	35

第二部分
第5项	注册人普通股的市场、相关股东事项和发行人购买权益证券	36
第6项	保留	37
第7项	管理层讨论与分析财务状况和经营成果	37
第7A项	关于市场风险的定量和定性披露	50
第8项	财务报表和补充数据	50
第9项	与会计师在会计和财务披露方面的变更和分歧	51
第9A项	控制和程序	51
第9B项	其他信息	52
第9C项	关于阻止检查的外国司法管辖区的披露	52

第三部分
第10项	董事、高管和公司治理	53
第11项	高管薪酬	54
第12项	特定受益所有人和管理层的证券持有情况及相关股东事项	58
第13项	关联关系和关联交易，以及董事独立性	59
第14项	主要审计费用和服务	60

第四部分
第15项	附录、财务报表附表	61
第16项	10-K表摘要	62

签名		63

引言性评论

我们不是一家香港运营公司，而是一家位于内华达州的控股公司，其业务通过我们位于香港的全资子公司进行。我们的投资者持有Zicix Corporation（一家内华达州控股公司）的普通股。这种结构会带来独特风险，因为我们的投资者可能永远不会直接持有我们香港子公司的股权，并且将依赖于子公司的出资来满足我们的现金流需求。我们从子公司获得出资的能力受到香港当局颁布的法规的显著影响。现有规则和法规的解释发生变化或颁布新的规则和法规可能会对我们的运营和或我们证券的价值产生重大影响，包括可能导致我们证券的价值大幅下降或变得一文不值。有关本公司因该结构而面临的风险的详细描述，请参阅此处列出的“风险因素 – 与在香港开展业务相关的风险”。

齐齐克斯公司及其香港子公司无需获得中国当局，包括中国证券监督管理委员会（CSRC）或网络安全审查委员会（CAC）的许可即可开展业务或向外国投资者发行证券。然而，鉴于中国政府最近的声明和监管行动，例如与香港国家安全相关的措施、颁布禁止外国拥有在中国某些行业运营的公司的规定（这些规定不断变化），以及反垄断问题，我们可能会面临中国政府未来在此方面采取任何行动的不确定性风险，包括我们可能无意中认为此类许可并非必需、适用法律、法规或解释发生变化从而使我们未来需要获得许可，或中国政府可能不允许我们的控股公司结构，这可能会导致我们的运营发生重大变化，包括我们继续维持现有控股公司结构、开展当前业务、接受外国投资以及向投资者发行或继续发行证券的能力。这些不利措施可能导致我们普通股的价值大幅下跌或变得一文不值。如果我们未能遵守这些规则和规定，我们还可能受到中国监管机构，包括中国证券监督管理委员会的处罚和制裁，这可能会严重影响公司证券在场外公告板（OTC Bulletin Board）上的交易能力，这可能会导致我们证券的价值大幅下跌或变得一文不值。

可能与我们在香港的业务相关的重大风险。例如，作为一家在美国上市的香港公众公司，我们可能会面临更高的审查、批评和负面宣传，这可能导致我们的业务运营和普通股价值发生重大变化。\n这还可能显著限制或完全阻碍我们向投资者提供或继续提供证券的能力，并导致此类证券的价值显著下降或变得一文不值。此外，中国内部监管要求的变化，如并购规则、反垄断法以及即将生效的数据安全法，可能会针对公司的企业结构，并影响我们在香港开展业务、接受外国投资或在美股或其他外国交易所上市的能力。最近，中国政府发起了一系列监管行动和声明，以监管中国境内的业务运营，且通知时间很短，包括打击证券市场的非法活动，加强对在中国境内注册但通过可变利益实体结构上市的公司的监管，采取新措施扩大网络安全审查的范围，并加强反垄断执法。由于以下原因，我们子公司的业务不受中国国家互联网信息办公室（CAC）的网络安全审查：(i) 我们的产品和服务不是直接提供给个人用户，而是通过我们的机构客户；(ii) 我们在业务运营中不掌握大量个人数据。此外，由于我们的收入水平由我们的审计师审计，且我们目前不计划或实施任何对中国境内收入超过4亿人民币的公司的控制权或决定性影响的收购，因此我们不受到中国反垄断执法机构的并购审查。目前，这些声明和监管行动对我们日常业务运营、接受外国投资以及在美股或其他外国交易所上市证券的能力没有影响。然而，由于这些声明和监管行动是新的，立法或行政法规制定机构将如何迅速作出反应，以及是否会修改或颁布任何现有或新法律、法规或详细实施和解释，尚不确定，这些修改或新法律、法规可能对我们日常业务运营、接受外国投资以及在美股或其他外国交易所上市证券的能力产生潜在影响。有关本公司面临的风险以及与我们在香港业务相关的发行的详细描述，请参阅此处列出的“风险因素 – 与在香港开展业务相关的风险”。

\n最近，美国证券交易委员会（SEC）和公众公司会计监督委员会（PCAOB）联合声明，以及《外国公司问责法》（HFCAA）都要求在评估审计师资格时，对新兴市场公司采用更多和更严格的标准，特别是那些未接受PCAOB检查的非美国审计师。如果PCAOB认定其无法完全检查或调查我们的审计师，根据《外国公司问责法》，我们证券的交易可能会被禁止，且交易所可能会决定将我们的证券退市。《2023年综合拨款法案》修订了HFCAA，将触发HFCAA下禁令所需的连续未检查年数从三年减少到两年，从而减少了我们的证券可能被禁止交易或退市的时间。我们的审计师位于尼日利亚，并受PCAOB检查。它不受PCAOB于2021年12月16日宣布的决定影响。然而，如果尼日利亚当局随后采取不允许PCAOB检查我们审计师的立场，那么我们需要更换审计师以避免我们的证券被退市。此外，由于与《外国公司问责法》实施相关的最新发展，我们无法保证在考虑我们审计师的审计程序和质量控制程序的有效性、人员和培训的充分性，或资源的充足性、地理覆盖范围或与我们财务报表审计相关的经验后，美国证券交易委员会或其他监管机构是否会对我们适用更多和更严格的标准。HFCA法案中要求PCAOB在两到三年内允许检查发行人公开会计公司的规定，如果PCAOB在将来无法检查我们的会计公司，可能会导致我们的证券从美国的适用交易市场退市。\n请参见“风险因素 - 《外国公司问责法》要求公众公司会计监督委员会（PCAOB）在三年内允许检查发行人公开会计公司。随着《2023年综合拨款法案》的颁布，这一三年期缩短为两年。根据中国证券法，存在一些不确定性，涉及美国证券监管机构在中国境内进行调查和收集证据的程序和必要时间。如果美国证券监管机构无法进行此类调查，他们可能会暂停或取消我们在证券交易委员会的注册，并将我们的证券从美国的适用交易市场退市.” herein 所述。

除了上述风险外，我们在香港开展业务还面临各种法律和运营风险和不确定性，如下所述，并在“风险因素 — 在香港开展业务的风险g。” herein 所述。

\n\n \n \n

·	中华人民共和国政府经济和政治政策的不利变化可能对中国和香港的整体经济增长产生重大不利影响，这可能对我们的业务产生重大不利影响。请参阅此处列出的“风险因素 - 我们面临的风险是，中华人民共和国政府政策的变化可能对我们可能在香港开展的业务及其盈利能力产生重大影响。”以及“中华人民共和国政府及中华人民共和国法律和法规在政治和经济政策方面存在重大不确定性和限制，这可能对我们可能在中国大陆开展的业务产生重大影响，进而影响我们的经营业绩和财务状况”。

\n\n \n \n

·	我们是一家通过位于香港的全资子公司开展业务的控股公司。这种结构会带来独特的风险，因为我们的投资者可能永远不会直接持有我们香港子公司的股权，而是依赖于子公司的资金支持来满足我们的现金流需求。如果我们的子公司无法向我们支付款项，可能会对我们开展业务的能力产生重大不利影响。我们预计在可预见的未来不会支付股息；如果您期望获得股息，请不要购买我们的股票。请参见“*风险因素 - 由于我们的控股公司结构限制了股息的支付，我们支付股息的能力受到限制*”中所述内容。

\n\n \n \n

有可能中华人民共和国会阻止我们存放在香港的现金流出，或者限制将现金投入我们的业务或用于支付股息。我们依赖于香港子公司的股息来满足我们的现金流和融资需求，例如用于偿还我们可能产生的债务的资金。任何此类控制或限制都可能对我们满足现金流需求、偿还债务或向股东支付股息或其他分配产生不利影响。请参见“风险因素 - 我们的香港子公司可能受到向我们支付股息或其他款项的限制，这可能限制其满足流动性需求、开展业务和向我们普通股持有者支付股息的能力。”；“风险因素 - 中国对离岸控股公司向中国实体提供贷款和直接投资的监管以及政府对货币兑换的控制可能会延迟或阻止我们使用从离岸融资活动中获得的收益向我们的香港子公司提供贷款或进行额外的资本出资，这可能对我们的流动性以及我们资助和扩展业务的能力产生重大不利影响。”；“风险因素 - 由于我们的控股公司结构限制了股息或其他现金支付，我们支付股息或进行其他支付的能力受到限制。”和“与我们的子公司之间的现金转移”中所述内容。

iii

\n\n \n \n\n\n \n \n\n \n \n\n\n \n \n\n \n \n\n\n \n \n\n \n \n\n\n \n \n\n \n \n

·	根据境外控股公司向中国实体提供贷款和直接投资的中国法规，可能会延迟或阻止我们使用本次发行的所得资金向我们在香港的运营子公司提供贷款或追加资本金。关于《中国外国投资法》的解释存在重大不确定性，该法规可能会影响我们目前的公司架构、公司治理和业务运营的可行性。请参见“风险因素 - 境外控股公司向中国实体提供贷款和直接投资的中国法规以及政府对货币兑换的控制可能会延迟或阻止我们使用从境外融资活动中获得的资金向我们在香港的子公司提供贷款或追加资本金，这可能对我们的流动性以及我们资助和扩展业务的能力产生重大不利影响”中所述内容。

·	鉴于中国政府对香港的管辖权延伸，中国政府可以随时在几乎没有提前通知的情况下更改香港的法规，并可以干预和影响我们在香港的运营和业务活动。目前我们不需要获得中国政府的批准即可在美国交易所上市。然而，如果我们的子公司或控股公司未来需要获得批准，或者我们错误地认为不需要获得批准，或者我们被中国政府拒绝允许运营或在美国交易所上市，我们将无法继续在美国交易所上市，我们的普通股价值可能会大幅下降或变得一文不值，这将对投资者的利益产生重大影响。中国可能会随时干预或影响我们的运营，或可能对海外发行和/或对香港发行人的外国投资施加更多控制，这可能导致我们的运营和/或证券价值发生重大变化。此外，中国政府任何加强对海外发行和/或对中国发行人外国投资的监督和控制的举措，可能会显著限制或完全阻碍我们向投资者发行或继续发行证券，并导致此类证券的价值大幅下降或变得一文不值。请参见“风险因素 - 我们面临中国内地政府政策变化可能对我们能够在香港开展的业务以及该业务的盈利能力产生重大影响的风险。”和“中国内地政府的政治和经济政策以及中国内地法律和法规存在重大不确定性和限制，这可能对我们能够在香港开展的业务产生重大影响，从而影响我们的经营成果和财务状况。”和“中国政府对我们必须如何开展业务活动有重大影响。目前我们不需要获得中国政府的批准即可在美国交易所上市。然而，如果随着时间的推移，中国政府加强对海外发行和/或对中国发行人外国投资的控制，并且我们的中国内地子公司或控股公司未来需要获得批准，并且被中国政府拒绝允许在美国交易所上市，我们将无法继续在美国交易所上市，我们的普通股价值可能会大幅下降或变得一文不值，这将对投资者的利益产生重大影响。”中所述内容。

·	政府对货币兑换的控制可能会限制我们有效利用收入的能力，并影响您投资的价值。

·	我们可能受到中国关于隐私、数据安全、网络安全和数据保护的各种法律法规的约束。我们可能因不当使用或侵占客户提供的个人信息而承担责任。请参见“风险因素 - 中国政府对我们的业务活动方式有重大影响。我们目前不需要获得中国当局的批准即可在美国交易所上市。然而，如果中国政府未来对海外发行和/或对中国发行人外国投资的控制力度加大，并且我们的中国子公司或控股公司需要获得批准，但被中国当局拒绝在美国交易所上市，我们将无法继续在美国交易所上市，我们普通股的价值可能会大幅下跌或变得一文不值，这将对投资者的利益产生重大影响”中所述内容。

·	根据中国的《企业所得税法》（“EIT Law”），我们可能被认定为“中国居民企业”。这种分类可能会对我们及非中国居民股东产生不利的税务后果。请参见“*风险因素 - 我们的全球收入可能根据中国《企业所得税法》受到中国税收的约束，这可能对我们经营成果产生重大不利影响*”中所述内容。

\n\n \n \n\n\n \n \n\n \n \n\n\n \n \n\n \n \n\n\n \n \n\n \n \n\n\n \n \n\n \n \n\n\n \n \n\n \n \n\n\n \n \n\n \n \n\n \n \n

·	未能遵守中国居民设立离岸特殊目的公司的相关规定，可能使我们的中国居民股东承担个人责任，可能限制我们收购香港和中国公司或向我们的香港子公司注资的能力，可能限制我们的香港子公司向我们分配利润的能力，或可能对我们产生其他重大不利影响。

·	您可能需要就我们支付的股息或就转让我们普通股所产生的任何收益缴纳中国所得税。请参见“*风险因素 - 我们外国投资者应支付的股息和外国投资者出售我们普通股所产生的收益可能受到中国税收的约束*”中所述内容。

·	我们面临有关非中国控股公司间接转让中国居民企业股权利益的不确定性。请参见“*风险因素 - 我们及我们的股东面临有关非中国控股公司间接转让中国居民企业股权利益的不确定性*”中所述内容。

·	我们根据内华达州法律成立为控股公司，通过在外国司法管辖区（如香港和英属维尔京群岛）成立的多个子公司开展业务。这可能对美国投资者在美国内法院针对这些实体执行判决、在香港对我们或我们的管理人员提起诉讼或对管理外国子公司的高管和董事进行传唤产生不利影响。请参见此处列出的“*风险因素 - 美国股东可能难以针对我们、我们的高管或董事执行在美国获得的判决，这可能会限制我们股东可以获得的补救措施*。”

·	美国监管机构可能在调查或检查我们在中国的业务方面受到限制。

·	根据《企业所得税法》存在重大不确定性，涉及我们中国子公司的预提税责任，我们中国子公司向离岸子公司支付的股息可能无法享受某些条约优惠。请参见此处列出的“*风险因素 - 我们的全球收入可能根据中国《企业所得税法》被征税，这可能对我们经营成果产生重大不利影响*。”

·	本注册声明中提到的“公司”、“ZICX”、“我们”、“我们”和“我们的”指的是ZICIX公司，这是一家内华达州公司及其子公司合并报表。如需引用特定实体，将引用该特定实体的名称。

现金在我们子公司之间的转移

ZICIX公司是一家内华达州的控股公司，自身没有运营。我们主要通过我们在香港的子公司在香港开展业务。我们可能依赖香港子公司支付的股息来满足我们的现金和融资需求，包括支付股息和其他现金分配给股东、偿还我们可能产生的债务以及支付我们的运营费用。如果我们的香港子公司将来以自身名义承担债务，债务协议可能会限制其向我们支付股息或其他分配的能力。到目前为止，我们的子公司尚未向ZICIX公司进行任何转账、股息或分配，ZICIX公司也未向我们的子公司进行任何转账、股息或分配。

根据内华达州法律，ZICIX公司可以无限制地通过贷款或资本出资向我们在香港的子公司提供资金，但需满足适用的政府注册、批准和备案要求。我们的香港子公司根据香港法律也可以无限制地通过股息分配向ZICIX公司提供资金。截至本注册声明日期，控股公司或子公司之间尚未进行任何股息或分配，我们预计在可预见的未来控股公司及其子公司之间也不会发生此类股息或分配。

我们目前计划保留所有可用资金和未来收益（如有），用于业务运营和扩展，并预计在可预见的未来不会宣布或支付任何股息。任何与我们股息政策相关的未来决定，将在考虑我们的财务状况、经营成果、资本需求、合同要求、业务前景和其他董事会认为相关因素后，由董事会自行决定，并受未来融资工具中包含的限制条件约束。

根据《内华达州修订法》和我们的章程，如果董事会合理认为在股息发放后我们的资产价值将超过负债，并且我们能够按时支付债务，董事会可在任何时间以任何金额授权和宣布向股东支付股息。我们通过股息分配的资金金额没有进一步的内华达州法规限制。

香港

根据香港税务局的现行做法，我们支付的股息在香港无需缴税。目前中国内地的法律和法规对我们从ZICIX公司向香港子公司或从我们的香港子公司向ZICIX公司转移现金没有重大影响。香港法律没有对港元兑换外币以及从香港汇出或跨境汇给美国投资者的货币施加任何限制或限制。

现行的中国内地法规允许中国子公司仅从根据中国会计准则和法规确定的累计利润（如有）中向香港子公司支付股息。此外，中国子公司每年必须至少提取10%的税后利润（如有）用于建立法定储备，直到该储备达到其注册资本的50%。每个中国实体还必须进一步提取一部分税后利润用于建立员工福利基金，尽管提取金额（如有）由其董事会自行决定。尽管法定储备可以用于增加注册资本和弥补超过留存收益的未来损失，但储备资金除在清算情况下外，不得作为现金股息分配。截至本登记声明日期，我们没有任何中国子公司。

中国政府还对人民币兑换外币以及人民币从中国境内汇出施加控制。因此，如果我们将来从利润中获得外币以支付股息，可能会在完成必要的行政程序方面遇到困难。此外，如果中国境内的子公司将来自行承担债务，债务协议可能会限制其支付股息或其他付款的能力。如果我们或我们的子公司无法获得全部的经营收入，我们可能无法支付普通股股息。

现金股息，如有的话，将以美元支付。如果我们根据税法被认定为中国的税收居民企业，我们向海外股东支付的股息可能被视为中国来源收入，因此可能被征收最高10.0%的中国预提税。

为了向股东支付股息，我们将依赖我们位于香港的子公司向ZICIX公司支付的款项。如果将来我们有中国内地子公司，此类中国内地子公司向香港子公司支付的款项将可能被征收中国税款，包括营业税和增值税。截至本登记声明日期，我们没有任何中国内地子公司，我们的香港子公司也未进行任何转账、股息或分配，我们预计在可预见的未来也不会进行此类转账、股息或分配。

根据《内地与香港特别行政区关于避免双重征税和偷漏税的安排》，或称《避免双重征税安排》，如果香港居民企业持有不少于25%的中国实体股份，10%的预提税率可能会降低至5%。然而，5%的预提税率不会自动适用，必须满足某些条件，包括但不限于：(a) 香港实体必须是相关股息的实际受益人；以及(b) 在收到股息前的连续12个月内，香港实体必须直接持有中国实体不少于25%的股份所有权。在目前的实践中，香港实体必须从香港税务局获得税收居民证明，以申请5%的较低中国预提税率。由于香港税务局将根据具体情况发放此类税收居民证明，我们无法保证我们能够从相关香港税务局获得税收居民证明，并根据与中国的避免双重征税安排享受5%的优惠预提税率，以支付中国子公司向其直接控股公司支付的股息。截至本登记声明日期，我们没有中国子公司。如果将来我们收购或设立一家中国子公司，并且该中国子公司希望向我们的香港子公司宣布并支付股息，我们的香港子公司将需要向相关香港税务局申请税收居民证明。在这种情况下，我们计划在采取此类行动前通过SEC文件（如8-K表格的当前报告）通知投资者。参见“风险因素政府和行业监管与在香港经商相关的风险”中所述内容。

关于前瞻性声明的警示说明

这份10-K年度报告包含根据《1933年证券法》第27A条和《1934年证券交易法》第21E条定义的“前瞻性声明”，这些声明并非历史事实，而是涉及可能使实际结果与预期和预测产生重大差异的风险和不确定性。本表中所有非历史事实的声明，包括但不限于“市场概览”和“管理层讨论与分析财务状况和经营成果”中关于公司市场预测、财务状况、业务策略以及管理层对未来运营的计划和目标的声明，以及公司预计或可能在未来发生的事态或发展，包括未来资本支出（包括金额和性质）；公司业务和运营的扩张和增长；以及其他类似事项，均为前瞻性声明。这些声明是基于公司在考虑其经验、对历史趋势、当前状况和预期未来发展的看法，以及其他在当前情况下认为适当的因素的基础上做出的某些假设和分析。然而，实际结果或发展是否符合公司的期望和预测，取决于许多风险和不确定性，包括一般经济、市场和商业状况；公司可能面临或追求的商业机会（或缺乏机会）；法律法规的变化；以及其他因素，其中大多数都在公司的控制之外。

这些前瞻性声明可以通过使用预测性、未来时态或前瞻性术语来识别，例如“相信”、“预期”、“估计”、“计划”、“可能”、“将”或类似术语。这些声明出现在本文件的多个地方，包括公司、其董事或其高管对以下事项的意图、信念或当前期望：（i）影响公司财务状况或经营成果的趋势，鉴于其有限的历史；（ii）公司的业务和增长策略；以及（iii）公司的融资计划。投资者应谨慎注意，任何此类前瞻性声明均不保证未来表现，并涉及重大风险和不确定性，实际结果可能因各种因素而与前瞻性声明中的预测大相径庭。可能对实际结果和表现产生不利影响的因素包括但不限于公司的有限经营历史、季度经营结果和费用的潜在波动、政府监管、技术变化和竞争。有关可能导致实际结果与前瞻性声明中预期结果产生重大差异的重要因素的信息，请参阅风险因素部分。

因此，本10-K表格中作出的所有前瞻性陈述均受这些警示性陈述的约束，且无法保证公司预期的实际结果或发展能够实现，即使基本上实现，也无法保证它们会对公司或其业务或运营产生预期的影响或效果。公司不承担更新任何此类前瞻性陈述的义务。

vii

第一部分

第1项。业务描述。

概述

ZICX是一家内华达州的控股公司，通过其子公司提供以技术驱动的数字营销和广告解决方案。ZICX通过其全资子公司ASN Zone One Limited开展业务，这是一家注册于香港的公司（“ASN”）。ASN于2022年9月2日在香港开始运营，并从事存储网络业务。它致力于开发一个平台，使企业能够通过一个平台优化其物流流程。在开发其平台的过程中，ASN遇到了对整个香港物流业务产生不利影响的市场挑战，包括物流用途的有限且成本效益低的土地供应，包括现代的优质仓库，政府的土地填海和重新规划工作，基础设施支持不足，高昂的土地、劳动力、能源和车辆成本，美中贸易中断，以及不确定的全球贸易政策、贸易战和关税。鉴于这些挑战，ASN决定暂停其物流平台的开发，并于2024年11月转向开发营销和广告平台。

ASN目前的核心产品是一个“人工智能驱动的全球网络营销和广告平台”，该平台将尖端硬件（例如裸眼3D LED显示屏）与智能软件系统相结合，为客户提供全球业务扩展的端到端服务。ASN于2022年9月02日开始运营，并在香港开展业务。ASN正在积极寻求潜在客户，例如香港和中国的媒体机构，以将部分户外广告从2D转换为3D。

ASN最初计划到2026年底将其业务扩展到中东。自2026年3月以来，由于无法将计划中的产品运送到我们在迪拜的区域分销中心，导致由于美伊冲突引起的地区供应链和运输中断，我们暂时停止了迪拜的业务运营。截至2026年3月31日，我们的银行账户已被暂停，导致没有现金余额，此外，约326,700美元（本金和未付利息）的逾期可转换债务已违约。我们主要通过股东和董事的财务支持来资助ASN的运营和资本支出。我们作为持续经营的能力取决于提高盈利能力、获得股东的持续财务支持或通过外部融资（如私募）筹集额外资金。管理层认为现有股东将提供额外现金以满足我们的义务。然而，无法保证我们能够成功获得足够的资金以维持运营。

管理层正在积极与总金额约为947,000美元的可转换债务和票据持有人进行谈判，以重新安排或延长还款条款。这些谈判包括关于潜在的债转股、修订到期日安排以及部分和解的讨论，以缓解即时的流动性压力。截至本文件提交之日，一些具有约束力的协议已经达成，管理层认为已取得建设性进展，债权人对重组提案持开放态度。

2024年7月25日，Zicix公司（一家内华达州公司（“公司”））根据一份特定的股票购买协议（“股票购买协议”）与Lo Yiu Kwok（“卖方”）签订了该协议，公司同意从卖方处购买ASN Zone One有限公司（一家香港私人有限公司（“ASN”））的10,000股普通股，即ASN已发行和流通的所有证券（“ASN证券”）。ASN证券的对价为五千元及最多六亿三千万元（630,000,000）股公司普通股（面值0.00001美元），这些股票在2024年7月25日之后的三年期间内达到某些基于收入的里程碑时可发行（“业绩对赌股份”）（“业绩对赌期”）。ASN在2024年7月26日至2025年7月25日期间未达到最低年度收入500,000美元的业绩里程碑，因此未发行任何业绩对赌股份。

上述关于卖方、ASN和公司之间的股票购买协议的描述，完全受本附于本文并作为附件2纳入本文的股票购买协议条款的约束。

我们的公司组织架构图如下。

$\"\"$

我们不是一家在香港运营的公司，而是一家在内华达州的控股公司，其业务通过我们位于香港的全资子公司开展。这种结构会带来独特的风险，因为我们的投资者可能永远不会直接持有我们香港子公司的股权，并且将依赖于子公司的出资来满足我们的现金流需求。ZICIX 公司及其香港子公司无需获得中国政府包括中国证券监督管理委员会（CSRC）或网络安全审查委员会（CAC）的许可，即可开展业务或向外国投资者发行证券。然而，鉴于中国政府最近关于香港国家安全的声明和监管行动，以及不断变化的法规，这些法规禁止外国拥有在某些行业运营的中国公司的股份，以及反垄断问题，我们（母公司及其子公司）可能会面临中国政府未来采取行动的不确定性风险，包括我们可能无意中认为不需要此类批准，适用的法律、法规或解释发生变化，使我们未来需要获得批准，或者中国政府可能不允许我们的控股公司结构，这可能会导致我们的运营发生重大变化，包括我们继续现有控股公司结构、开展现有业务、接受外国投资以及向投资者发行或继续发行证券的能力。这些不利措施可能会导致我们普通股的价值大幅下降或变得一文不值。如果我们未能遵守这些规则和规定，我们还可能受到中国监管机构，包括中国证券监督管理委员会的处罚和制裁，这可能会严重影响公司证券继续在场外报价板交易的能力，这可能会导致我们证券的价值大幅下降或变得一文不值。\n\n有关与我们在香港的运营相关的公司风险的详细描述，请参阅“风险因素 – 与在香港经商相关的风险。”

我们被授权最多发行276亿股我们普通股，面值0.00001美元，以及4亿股优先股，面值0.00001美元。我们的董事会已指定以下类别的优先股：(i) “A系列优先股”，面值0.00001美元，授权发行1亿股，其中1万股已发行并上市；以及(ii) “B系列可转换优先股”，面值0.001美元，授权发行5000万股，其中没有已发行并上市。每一系列优先股的投票权和转换权以及内部人士对这些证券的受益所有权如下所述：

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

股票	投票权	所有权
普通股	每股票一票	Lo Wai Lin持有20.55%
A系列优先股	A系列可转换优先股的持有人在提交股东投票的事项上拥有投票权，每股票拥有1000票。A系列可转换优先股每股票可转换为1000股普通股。	100%由Lo Wai Lin持有
B系列可转换优先股	持有B系列可转换优先股的股东没有投票权，每一份B系列可转换优先股可转换为4份普通股。	无待发行

按转换后计算，\nLo Wai Lin将在提交股东投票的事项上拥有我们约83.04%的投票权。我们无意利用受控公司豁免条款。

我们是一家处于开发\n阶段的公司。我们无需获得中国当局的许可即可运营或向外国投资者发行证券。

我们报告的净亏损为\n1,388,179美元和3,294,418美元，分别截至2026年3月31日和2025年3月31日。截至2026年3月31日，我们有流动资产507,486美元和流动负债\n3,233,629美元。截至2025年3月31日，我们的流动资产和流动负债分别为797,204美元和1,520,407美元。

我们截至\n2026年3月31日和2025年3月31日的财务报表是假设我们作为持续经营的企业编制的。我们作为持续经营的延续取决于改善我们的盈利能力以及股东和外部通过私募发行的持续财务支持。\n我们过去的资金来源包括出售股权证券，这包括在私募交易和公开募股中出售的普通股、资本租赁以及短期和长期债务。

我们根据\n内华达州法律成立为控股公司，通过其香港子公司开展业务。这可能对美国投资者在美国法院获得针对这些实体的判决并执行或对管理外国子公司的高管和董事进行传唤产生不利影响。

公司历史

我们于2011年1月21日根据内华达州法律成立，名为ZICX公司。2011年1月26日，德克萨斯州的Bederra公司与内华达州的Zicix公司合并，Zicix公司作为存续公司。Bederra公司提供多种模式的诊断医学影像、医学和临床服务。截至2012年12月31日的财年中，公司实现了约159,105美元的毛收入。

公司从截至\n2013年12月31日的财年起直到2018年9月13日，一直进行着名义上或没有运营，此时公司完成了对Marketing Digest, Inc.（一家私人公司）的收购。由于此次收购，公司的主要业务变为开发和推出一款供客户在智能手机和其他设备上下载的优惠券兑换应用程序。此次收购未发生控制权变更。

尽管收购了\nMarketing Digest, Inc.，公司在截至2018年12月31日的财年中仍没有或仅有名义上的运营，直到发生以下描述的控制权变更。

2025年4月1日，公司\n批准将公司的财年结束日期从12月31日改为3月31日，追溯生效于2023年4月1日开始的财年。

控制权变更

2024年6月7日，威廉·A·佩蒂生活信托（“卖方”）和罗伟林（“买方”）签订了某项股票购买协议（“股票购买协议”），根据该协议，卖方同意出售，买方同意购买 Zicix Corporation（内华达州公司，以下简称“公司”）的 100,000,000 股 A 优先股（“A 优先股”）（相当于反向拆股后 10,000 股 A 优先股）。每股 A 优先股可转换为 1000 股普通股，A 优先股的持有人有权与普通股持有人一起就提交普通股持有人投票的所有事项进行投票。交易于 2024 年 6 月 15 日完成。因此，随着买方成为公司的控股股东，公司发生了控制权变更。

在交割生效时，公司唯一的执行董事兼董事 Ellaire Petty 辞去了她在公司的所有职务，并任命以下人员担任其姓名旁列出的职务：

\n \n \n \n \n \n \n \n \n \n \n \n \n

姓名		职务
THONG Wai Ping Kenneth		首席执行官、董事
LO Wai Lin		首席财务官、秘书、董事
LAI Chi Kwan Thomas		董事

2024年7月23日生效，THONG Wai Ping Kenneth 辞去了他在公司的所有职务；WU XuLiang 被任命填补 THONG 先生离职造成的所有空缺；Wan Yuk Chee 被任命担任秘书以接替 LO Wai Lin。2025年2月6日生效，WU XuLiang 辞去了他的职务，Edwin Kai Ip Li 被任命担任公司的首席执行官和董事。

上述关于卖方与买方之间股票购买协议的描述，以本协议附件中包含的股票购买协议的条款为充分限定。

授权资本增加；反向股票拆分

2024年6月11日生效，公司还将授权股本从十亿六百万（1,600,000,000）股面值 0.001 美元的普通股和一亿股面值 0.0001 美元的优先股，增加到一千二百七十亿（12,700,000,000）股面值 0.00001 美元的普通股和一亿股面值 0.00001 美元的优先股。

2024年12月30日生效，公司将授权股本从一千二百七十亿（12,600,000,000）股面值 0.00001 美元的普通股和一亿（100,000,000）股面值 0.00001 美元的优先股，增加到一千四百亿（14,000,000,000）股面值 0.00001 美元的普通股和一亿（100,000,000）股面值 0.00001 美元的优先股。

2025年6月18日生效，公司将授权股本从一千四百亿（14,000,000,000）股面值 0.00001 美元的普通股和一亿（100,000,000）股面值 0.00001 美元的优先股，增加到两千七百六十亿（27,600,000,000）股面值 0.00001 美元的普通股和四亿（400,000,000）股面值 0.00001 美元的优先股。

自2025年10月9日起，\n公司实施了1:10,000的普通股反向拆股，即公司的10,000股普通股合并为1股（“反向拆股”）。作为反向拆股的一部分，公司的100,000,000股优先A股合并为10,000股优先A股。

收购 ASN Zone One Limited

On July 25, 2024, Zicix Corporation,\na Nevada corporation (the “Corporation”), entered into that certain Stock Purchase Agreement (the “Stock Purchase Agreement”)\npursuant to which the Corporation agreed to purchase from Lo Yiu Kwok (“Seller”) 10,000 shares of ordinary stock of ASN Zone\nOne Limited, a Hong Kong private limited company (“ASN”), constituting all of the issued and outstanding securities of ASN\n(the “ASN Securities”). The consideration for ASN Securities was Five Thousand Dollars and up to an aggregate amount of Six\nHundred Thirty Million (630,000,000) shares of the Corporation’s common stock, par value $0.00001, which shares are issuable upon\nthe achievement of certain revenue based milestones (the “Earn Out Shares”) occurring during the three year period following\nJuly 25, 2024 (the “Earn Out Period”).

ASN began operations in Hong\nKong on September 2, 2022, and was engaged in the storage network business. It was dedicated to developing a platform that would enable\nbusinesses to optimize their logistics processes through a single platform. In attempting to develop its platform, ASN encountered market\nchallenges that adversely affected the Hong Kong logistics business as a whole including limited cost-effective land supply for logistics\nuses, including modern well-located warehouses, government land reclamation and re-zoning efforts, inadequate infrastructure support,\nhigh land, labor, energy, and vehicle costs, disruption in US-China trade, and uncertain global trade policies, trade wars and tariffs.\nIn light of these challenges, ASN elected to suspend development of its logistics platform and transitioned to developing a marketing\nand advertising platform in November 2024.

ASN’s current core offering\nis an “AI-Enabled Global Network Marketing and Advertising Platform,” which integrates cutting-edge hardware (e.g., naked\neye 3D LED displays) with smart software systems to deliver end-to-end services for clients’ global business expansion. ASN operates\nin Hong Kong and currently is speaking with potential clients such as media outlets in Hong Kong and China to convert some of the outdoor\nadvertising from 2D to 3D. ASN intends to focus on extending its reach to the Middle East by the end of 2026. Thereafter as financing\npermits, ASN hopes to expand to North Africa, US, Europe, and Asia.

The foregoing description\nof the Stock Purchase Agreement between Seller, ASN and the Corporation is qualified in its entirety by the terms of the Stock Purchase\nAgreement attached hereto and incorporated herein as Exhibit 10.2.

Market Overview

We believe that there is a\nclear increase in demand for AI-driven marketing solutions as businesses look to optimize advertising spend and improve targeting. From\npersonalized content recommendations to predictive analytics, AI is rapidly transforming how marketers approach customer engagement. Fueling\nthis transformation are continuous advancements in machine learning algorithms and the growing capabilities of big data analytics. These\ntechnologies enable marketers to analyze vast volumes of data in real time, uncovering patterns and insights that would be impossible\nto detect manually. As a result, campaigns are becoming more targeted, more personalized, and ultimately, more effective. We believe that\nthe global AI marketing market will continue to experience substantial growth in the coming years. As businesses continue to recognize\nthe strategic value of AI in enhancing marketing performance, we expect investment in these solutions to accelerate across industries.

According to Grand View Research,\nthe broader 3D display market size was estimated approximately USD $144.5B in 2024 and projected to reach USD 413.13 billion by 2030,\ngrowing at a CAGR rate of 19.3% from 2025 to 2030. According to Imarc Group, the global 3D display market is projected to experience strong\ngrowth during the forecast period from 2025 to 2033, driven by retail, events, advertising/OOH (out-of-home), gaming and medical/industrial\napplications. As use cases continue to diversify and hardware/software innovation accelerates, we believe the 3D display market is poised\nto become an increasingly integral part of the global visual technology landscape.

Out-of-Home (OOH) Advertising\nremains one of the most effective forms of mass brand exposure, with a market size exceeding $42 billion annually according to The World\nOut of Home Organization (WOO). This sector is experiencing steady growth at a rate of 5–7% per year, driven by increasing urbanization\nand advertisers’ desire for impactful, real-world impressions.

At the same time, the emergence\nof 3D Naked-Eye Display technology has revolutionized the way visual content engages audiences. These holographic-style ads are not only\nattention-grabbing in physical environments, but also naturally generate viral traction on social media platforms, amplifying their impact\nfar beyond the street. Their novelty and “wow” factor make them inherently shareable, bridging the gap between physical and\ndigital marketing.

The market is witnessing a\nrapid rise in the adoption of LED and digital advertising display boxes specifically designed for scooters and mopeds. These units—often\nmounted as top-box displays—are increasingly being integrated into food and grocery delivery fleets across urban centers. A wide\narray of full-color LED screen models is now manufactured primarily in Asia, with ready availability through B2B platforms like Alibaba\nand similar global suppliers. The plug-and-play nature of these advertising devices makes them a low-friction add-on for fleet operators\nseeking to monetize idle time or boost visibility on the road.

This trend is underpinned\nby the broader strength of the motorcycle top-box hardware category itself, which is projected to approach a market size of nearly USD\n$1 billion in 2024, according to Global Market Insights Inc. As demand for last-mile delivery continues to surge worldwide, the steady\ngrowth of this hardware segment signals a robust foundation for value-added innovations—particularly in mobile out-of-home (OOH)\nadvertising. With high visibility, frequent movement through dense urban areas, and integration with delivery platforms, we believe these\ndigital top-box units represent a compelling new channel in the OOH advertising ecosystem, transforming delivery vehicles into mobile\nbillboards that travel through high-traffic areas delivering impressions throughout the day.

We believe our products\nand services competitive edge lies in our hybrid model: the fusion of static placement and mobile 3D display technology. We believe this\ncombination delivers an unprecedented level of visibility and engagement—capturing attention both at fixed locations and on the\nmove.

Our Business.

ZICX is a Nevada holding company\nthat through its subsidiary provides technology driven digital marketing and advertising solutions. ZICX conducts its business through\nits wholly owned subsidiary, ASN Zone One Limited, a company registered in Hong Kong (“ASN”). ASN’s core offering is\nan “AI-Enabled Global Network Marketing and Advertising Platform,” which integrates cutting-edge hardware (e.g., naked eye\n3D LED displays) with smart software systems to deliver end-to-end services for clients’ global business expansion. ASN began operations\nin September 02, 2022, and operates in Hong Kong. ASN currently is speaking with potential clients such as media outlets in Hong Kong\nand China to convert some of the outdoor advertising from 2D to 3D. ASN intends to focus on extending its reach to the Middle East by\nthe end of 2026. Thereafter as financing permits, ASN hopes to expand to North Africa, US, Europe, and Asia.

Our mission is to\ndeliver customized, AI-powered digital marketing and advertising solutions that maximize engagement, optimize resource allocation,\nand drive measurable growth for businesses worldwide. ZICX seeks to launch a global marketing and advertising platform\nleveraging naked-eye 3D display technology combined with motorbike delivery box advertising units. The platform will allow\nbrands to display immersive, high-impact advertisements both on fixed large screens (shopping malls, city centers) and mobile units\n(delivery bikes). We believe that this dual approach will maximize reach, engagement, and ROI for advertisers while creating an\ninnovative revenue stream in the fast-growing out-of-home (OOH) advertising sector.

ZICX, through ASN, expects\nto take a three-pronged approach in delivering its marketing and advertising solutions:

Mobile Displays (Smart\nMobile 3D Ads):

ASN is actively working on\nlaunching its mobile display business segment. ASN intends to equip urban delivery motorbikes with 3D-naked eye enabled smart advertising\nboxes. These smart advertising boxes are LED-lit, interactive, and GPS-enabled, trackable and designed for high visibility in densely\npopulated neighborhoods. We expect to transform every ride into a moving 3D billboard, bringing dynamic advertisements into every corner\nof the city.

We will utilize GPS data to track impressions and\noptimize routes, providing clients with real-time campaign insights. With AI-driven content scheduling and real-time location data, brands\nwill be able to target specific neighborhoods, events, or customer profiles based on when and where the motorbikes operate.

ASN initially expected to\nconduct a pilot launch of its mobile motorbike advertising business in Dubai and Hong Kong by the first quarter of 2026. We targeted these\ncities because these cities experience high levels of tourism and embrace cutting-edge technology. We believed that these attributes make\nthem ideal testing grounds for our outdoor advertising model. The goal in this phase was to validate our operational model, refine user\nengagement strategies, and build early brand momentum. We had intended to partner with WIZE Mobility, a UAE registered company, that has\nagreed to allow us to equip their fleet of 400 motorbikes with our smart 3D LED boxes. Our Dubai plans, however, have been indefinitely\ndelayed by the ongoing war in the Middle East. We are currently monitoring the situation and have held our discussions with WIZE Mobility\nin abeyance pending developments of the Middle East war.

We are actively seeking alternative\nlocations for conducting a pilot launch. Due to the uncertainty arising from the Middle East war and its related impact on energy and\nother factors, we have not yet secured an alternative location and do not have a definite timeline on when we expect to secure such alternative\nlocation.

We remain committed to partnering\nwith naked eye 3D LED manufacturers and IoT tracking firms to create, develop and manufacture our 3D LED boxes. We believe these collaborations\nwill ensure the quality, reliability, and scalability of our hardware while enabling real-time fleet tracking, maintenance monitoring,\nand data analytics. On November 7, 2024, ASN entered into that certain Framework Agreement for Regional Market Cooperation in the Middle\nEast, Africa, and Asia with Shenzhen Qianhai Hengyunlian Technology Co., Ltd. (the “Framework Agreement”), pursuant to which\nboth parties agreed to jointly develop markets in the Middle East, Africa, and Asia for next-generation LED displays (including flexible\ntransparent LED film technology), AI-powered advertising platforms, and intelligent transportation systems. The foregoing description\nof the Framework Agreement is qualified in its entirety by the terms of the Framework Agreement attached hereto and incorporated herein\nas Exhibit 10.3.

We are actively seeking out\nthird party merchants who may be interested in placing advertisements through our 3D LED boxes. Our pricing will be based on a per campaign\nper bike/day with route-based targeting. We expect to charge between $300–$1,000 per bike per month with rates varying based upon\ngeographic location, route saturation, and local audience density. Urban centers with high daily traffic typically fall on the higher\nend of the scale.

By year 3 after our pilot\nlaunch, we hope to launch in New York, London and Singapore. We believe that these cities are globally influential that command massive\nmedia spending and boast a cosmopolitan, tech-savvy population. These markets will allow us to broaden our advertiser base and capture\nhigh-value commercial zones with dense pedestrian and vehicular traffic.

We believe that we will require\napproximately $3.5 million to successfully conduct the pilot launch in Dubai and Hong Kong. This amount may change depending upon the\nalternative location that is actually secured for our pilot launch. After a successful pilot launch, we hope to expand our motorbike mobile\nadvertising operations into New York, London and Singapore based upon working capital.

Fixed Display (Iconic\n3D Billboards in Global Hotspots):

After our pilot launch, ASN\nintends to deploy naked-eye 3D LED billboards in some of the world’s most visually influential and high-traffic urban areas such\nas Times Square in New York City, Piccadilly Circus in London, Downtown Dubai, Central in Hong Kong, and Shibuya in Tokyo. These locations\nare not only tourist magnets but also media-rich environments, providing brands with massive exposure. We believe that the use of glasses-free\n3D technology will allow that passersby to be exposed to lifelike, high-resolution visuals that appear to leap out of the screens—creating\nmemorable, viral moments that go beyond traditional static billboards.

ASN intends to charge billboard\nleasing fees of approximately $50,000–$200,000 per month per slot with prices varying based upon location, time and duration of\nlease. These ad slots will be leased on an hourly, daily, or monthly basis, allowing brands to customize campaigns based on peak foot\ntraffic times and promotional needs. The flexible leasing model is intended to cater to both local businesses and large-scale advertisers,\nproviding scalable options from one-time bursts to sustained visibility. We hope to deploy our first naked-eye 3D LED billboard in Dubai,\nOman, and Egypt in 2026, and possibly to Vietnam, the Philippines and other countries in 2027. We expect that we require capital expenditures\nof approximately $1 million for each country into which we plan to expand. We hope to find a local partner that will help contribute to\nthis capital expenditure in each territory. We believe that we will require approximately $5 million to successfully expand into five\ncities by 2027.

Advertising Platform\n– Data Driven Campaign Management:

We intend to offer advertisers\non a subscription basis access to our proprietary digital platform that will offer a seamless marketing and advertising experience, from\ncampaign planning to execution and performance review—empowering brands to make data-driven decisions and maximize Return On Investment.\nOur use friendly platform will deliver deep analytics on ad performance, including foot traffic heatmaps, route tracking, dwell time analysis\nand engagement metrics (such as scan rates from QR-integrated campaigns). Our platform will allow advertisers to:

\n \n \n \n \n \n \n \n \n \n \n \n \n

	a.	Book campaigns on both fixed and mobile 3D displays.
	b.	Choose target zones and time slots with precision.
	c.	Access real-time analytics, including impressions, engagement rates, demographic insights, and motorbike route tracking.

Brands will be able to monitor\nthe effectiveness of their campaigns, tweak strategies in real time, and maximize Return On Investment. We believe that the subscription\nmodel will create a recurring revenue stream while offering measurable value to advertisers seeking accountability and precision in their\nOOH (Out-of-Home) ad spend.

ASN hopes to launch\nthis platform concurrently or shortly after our successful pilot launch. We believe that we will require approximately $2 million to develop\nand launch this platform.

To\nfinance our business plan, we expect that we will require approximately $10 million to be allocated as follows: $5 million to acquiring\nand installing 3D LED displays; $3 million to build a smart motorbike fleet; and $2 million to develop our advertising platform. These\namounts may increase significantly depending upon the impact of the Middle East war on energy prices and other factors. Our sources of\ncapital in the past have included the sale of equity securities, which include common stock sold in private transactions to our executive\nofficers or existing shareholders, capital leases and short-term and long-term debts. We expect to finance future working capital and\nacquisitions through a combination of these. While we believe that existing shareholders and our officers and directors will continue\nto provide the additional cash to make acquisitions and to meet our obligations as they become due or that we will obtain external financing,\nthere can be no assurance that we will be able to raise such additional capital resources on satisfactory terms. We believe that our current\ncash and other sources of liquidity discussed below are adequate to support operations for at least the next 12 months.

Unit Economics and Pricing

Large-scale 3D billboards\nand digital façade installations represent the high end of out-of-home (OOH) media investment. These installations typically demand\nsubstantial capital expenditure—ranging from tens of thousands to several hundred thousand dollars—on top of installation\nand bespoke content production costs. Due to the complexity and visibility of these assets, they are usually reserved for premium campaigns\nby global or high-budget brands. (Source: Grand View Research)

At the other end of the\nspectrum, delivery box LED screens offer a more modular, scalable approach to digital OOH. Hardware costs vary significantly based on\nbuild quality and features—from a few hundred dollars for basic LED panels to over $1,000 per unit for more advanced or durable\nsystems. While unit costs are a factor, the primary operational expenses lie in fleet rollout, maintenance, and logistics. Many manufacturers,\nespecially those listed on B2B platforms like Alibaba, offer tiered pricing structures based on minimum order quantities (MOQs), making\nthis format relatively accessible for brands or fleet operators looking to scale.

Revenue models for these\nOOH formats are often hybrid. They typically combine recurring subscription or slot-based sales to brands, programmatic ad inventory sold\nby impressions or geotargeted delivery, and branded experiential campaigns or takeovers. This mix enables operators to maximize asset\nutilization across both long-term brand partnerships and short-term tactical activations.

Marketing & Sales Strategy

Every campaign we launch\nis designed to reach beyond the physical location of the event. Through viral content, we intend to promote each 3D display activation\nacross social media, leveraging eye-catching visuals and share-worthy moments to drive organic reach and engagement.

Our core marketing and sales\nstrategy is business to business (B2B) outreach, focusing on direct sales to leading advertising agencies and global brands. We also intend\nto focus on providing our services to high traffic venues and gatherings such as major sports events, large music festivals and product\nlaunches.

In addition, we are actively\nseeking strategic partnerships with food and logistics delivery platforms. We believe that these partnerships will allow us to rapidly\nexpand the fleet of motorbikes that can deploy our 3D units and enable co-branding opportunities between our advertising customers and\nthe food and logistics delivery platform. We will be able to offer our customers the opportunities to sponsor specific verticals (e.g.,\ncoffee brands sponsoring breakfast delivery slots), creating contextual relevance and brand alignment. Delivery companies will be able\nto gain sponsorship revenue and enhanced fleet appeal.

Target Customers

ASN intends to target the\nfollowing types of potential customers after our pilot launch.

Global Brands Such as Nike,\nApple, Coca-Cola, Samsung. These industry giants operate with massive marketing budgets and are constantly seeking innovative ways\nto maintain visibility and reinforce brand dominance. We believe that these global brands focus on omnipresent, high-impact, high-visibility\nand culturally relevant marketing campaigns. To reach these customers, we will offer large-format mobile ads on branded motorbikes or\ndigital screen trailers cruising through urban hotspots, festivals, and sporting events. We believe that fleets of sleek, branded bikes\nrolling through cities will create buzz, drive impressions, spark social media engagement and drive product awareness through our unique,\nmobile outdoor advertising services.

Local Businesses Such as\nRestaurants, Retail Stores, Events. Local businesses are constantly seeking affordable methods of increasing foot traffic, promoting\nlimited-time offers, and building neighborhood presence. This may include a new restaurant seeking to advertise its grand opening, a boutique\nstore promoting a seasonal sale, or a local concert pushing ticket sales and the like. Our mobile bike advertisement services can be tailored\nto specific neighborhoods, time slots (e.g. lunchtime or weekends), and even languages, making them ideal for grassroots promotion. We\nbelieve that our affordable, hyper-targeted, and flexible mobile advertising services will be attractive to small to mid-sized enterprises\nthat are searching for cost-effective, high-ROI advertising methods to compete locally.

Governments & NGOs\nSuch as Public Campaigns, Tourism, Awareness. Public sector entities and non-profits often need to promote social initiatives or spread\nmessages across a broad demographic to inform, educate, or inspire action —often on limited budgets. These include health campaigns\n(e.g., vaccination drives), tourism promotions, or public safety announcements. We believe our motorbike advertising services will reach\naudiences in markets where traditional billboards or digital ads may not penetrate effectively, especially in densely populated or underserved\nareas.

Major Customers.

We are not a party to any\nlong-term agreements with our customers. As opportunities arise, we may enter into long term contracts with customers.

For the year ended March 31,\n2026, the Company has two customers, Swissfield Consulting Ltd and A1P Limited, that who accounted for 41% and 59% of its revenues, respectively.\nFor the year ended March 31, 2025, the Company has one single customer, Runde Holdings Limited, that accounted for 100% of its total revenues.

All customers are located\nin Hong Kong.

Major Vendors

For the year ended March 31,\n2026, the Company has one single vendor, Digital One Solutions Limited, that accounted for 85% of its total cost of revenue. For the year\nended March 31, 2025, the Company has one single vendor, Shenzhen Qianhai Hengyunlian Technology Co. Ltd, that accounted for 100% of its\ntotal cost of revenue.

INTELLECTUAL PROPERTY\nAND PATENTS

We\nrely on, trade secrets, copyrights, know-how, trademarks, license agreements and contractual provisions to establish our intellectual\nproperty rights and protect the any future company or product brand. These legal means, however, afford only limited protection and may\nnot adequately protect our rights. Litigation may be necessary in the future to enforce our intellectual property rights, protect our\ntrade secrets or determine the validity and scope of the proprietary rights of others. Litigation could result in substantial costs and\ndiversion of resources and management attention. Any unauthorized disclosure or use of our intellectual property could increase our costs\nand harm our operating results.

The\nlaws of Hong Kong and the PRC may not protect our brand and intellectual property to the same extent as U.S. laws, if at all. We may be\nunable to fully protect our intellectual property rights in our country. Further, companies in the internet, social media technology and\nother industries may own large numbers of patents, copyrights and trademarks and may frequently request license agreements, threaten litigation\nor file suit against us based on allegations of infringement or other violations of their intellectual property rights.

We\nintend to seek the widest possible protection for significant product and process developments in our major markets through a combination\nof trade secrets, trademarks, copyrights and patents, if applicable. We anticipate that the form of protection will vary depending upon\nthe level of protection afforded by the particular jurisdiction. We expect that our revenue will be derived principally from our operations\nin the PRC and Hong Kong where intellectual property protection may be more limited and difficult to enforce. In such instances, we may\nseek protection of our intellectual property through measures taken to increase the confidentiality of our findings.

We\nintend to register trademarks as a means of protecting the brand names of our companies and products. We intend to protect our trademarks\nagainst infringement and also seek protection of registered design and product patents.

We\nrely on trade secrets and unpatentable know-how that we seek to protect, in part, by confidentiality agreements. We expect that, where\napplicable, we will require our employees to execute confidentiality agreements upon the commencement of employment with us. We expect\nthese agreements to provide that all confidential information developed or made known to the individual during the course of the individual’s\nrelationship with us is to be kept confidential and not disclosed to third parties except in specific limited circumstances. The agreements\nwill also provide that all inventions conceived by the individual while rendering services to us shall be assigned to us as the exclusive\nproperty of the Company. There can be no assurance, however, that all persons who we desire to sign such agreements will sign, or if they\ndo, that these agreements will not be breached, that we would have adequate remedies for any breach, or that our trade secrets or unpatentable\nknow-how will not otherwise become known or be independently developed by competitors.

COMPETITION.

In the Naked-Eye 3D Billboard\nspace, we expect to compete with global digital companies such as JCDecaux, Clear Channel Outdoor, and Ocean Outdoor, as well as national\nand regional media owners. These established traditional out-of-home (OOH) media giants have greater assets, resources and networks, enabling\nthem to quickly replicate or counter the naked-eye 3D display model. OOH media giants are continuously upgrading their infrastructure\nand exploring content formats that create immersive public advertising experiences, which can influence how quickly naked-eye 3D billboards\nare adopted.

In the Mobile Out Of Home\nspace, we expect to compete with companies like AdBike, Wrapify, and Firefly that use vehicle-mounted digital ad screens. These platforms\noften integrate location-based targeting and real-time analytics, offering advertisers both reach and precision. We also expect to compete\nwith major ridesharing companies such as Uber OOH and Lyft Media that have launched initiatives to display ads (including digital screens\nand branded wraps) on their vehicle networks. In Asia specifically, we expect to compete with local companies such as AdOnBox that use\nsmall screens mounted on delivery bikes and scooters, a format that is common in dense urban areas.

We indirectly compete against\ndigital signage companies such as Samsung, LG, and Scala, AR and VR advertising platforms that create interactive experiences, and digital\nadvertising platforms such as Google, Meta, and TikTok, which enable targeted campaigns using audience data.

Many of our current and potential\ncompetitors have longer operating histories, significantly greater financial, technical, marketing and other resources, larger product\nand services offerings, larger customer base and greater brand recognition. These factors may allow our competitors to benefit from their\nexisting customer or subscriber base with lower acquisition costs or to respond more quickly than we can to new or emerging technologies\nand changes in customer requirements. These competitors may engage in more extensive research and development efforts, undertake more\nfar-reaching marketing campaigns and adopt more aggressive pricing policies, which may allow them to build a larger subscriber base or\nto monetize that subscriber base more effectively than us. Our competitors may develop products or services that are similar to our products\nand services or that achieve greater market acceptance than our products and services. In addition, although we do not believe that merchant\npayment terms are a principal competitive factor in our market, they may become such a factor and we may be unable to compete fairly on\nsuch terms.

EMPLOYEES.

We have the following full-time\nemployees located in Hong Kong as set forth below:

\n \n \n \n \n \n \n \n \n \n \n \n \n

Executive officers			1
Operational Management			1
Officers			3
Total			5

We are required to contribute\nto the MPF for all eligible employees in Hong Kong between the ages of eighteen and sixty-five. We are required to contribute a specified\npercentage of the participant’s income based on their ages and wage level. For the years ended March 31, 2026 and 2025, the MPF\ncontributions by us were $4,905 and $3,283, respectively. We have not experienced any significant labor disputes or any difficulties in\nrecruiting staff for our operations.

None\nof our employees in Hong Kong are members of a trade union. We believe that we maintain good relationships with our employees and have\nnot experienced any strikes or shutdowns and have not been involved in any labor disputes.

GOVERNMENT AND INDUSTRY REGULATIONS

ZICIX Corporation is a Nevada\ncorporation with operating businesses located in Hong Kong. As such, the parent holding company, ZICIX Corporation is subject to the laws\nand regulations of the United States of America while our operating businesses are subject to the laws and regulations of Hong Kong, including\nlabor, occupational safety and health, contracts, tort and intellectual property laws. Furthermore, we need to comply with the rules and\nregulations of Hong Kong governing the data usage and regular terms of service applicable to our potential customers or clients. As the\ninformation of our potential customers or clients are preserved in Hong Kong, we need to comply with the Hong Kong Personal Data (Privacy)\nOrdinance.

If PRC authorities reinterpret\nPRC laws to apply to Hong Kong companies, we may become subject to the laws and regulations of China governing businesses in general,\nincluding labor, occupational safety and health, contracts, tort and intellectual property. We may also become subject to foreign exchange\nregulations that might limit our ability to convert foreign currency into Renminbi, acquire any other PRC companies, establish VIEs in\nthe PRC, or make dividend payments from any future WFOEs to us.

This summary does not purport\nto be a complete description of all the laws and regulations that apply to our subsidiary’s business and operations. Investors should\nnote that the following summary is based on relevant laws and regulations in force as of the date of this registration statement, which\nmay be subject to change.

Regulations Related to Our Business Operations\nin Hong Kong

Regulations Related to Business Registration

Business Registration Ordinance (Chapter 310\nof the Laws of Hong Kong)

The Business Registration\nOrdinance requires every person carrying on any business to make an application to the Commissioner of Inland Revenue in the prescribed\nmanner for the registration of that business. The Commissioner of Inland Revenue must register each business for which a business registration\napplication is made and, as soon as practicable after the prescribed business registration fee and levy are paid, issue a business registration\ncertificate or branch registration certificate for the relevant business or the relevant branch, as the case may be. For the years ended\nMarch 31, 2026 and 2025 and as of the date of this registration statement, ASN, being our operating subsidiary in Hong Kong, has obtained\nsuch business registration certificate.

Regulations Related to Employment and Labor\nProtection

Employment Ordinance (Chapter 57 of the\nLaws of Hong Kong)

The Employment Ordinance is\nan ordinance enacted for, among other things, the protection of the wages of employees and the regulation of the general conditions of\nemployment and employment agencies. Under the Employment Ordinance, an employee is generally entitled to, among other things, notice of\ntermination of his or her employment contract; payment in lieu of notice; maternity protection in the case of a pregnant employee; not\nless than one rest day in every period of seven days; severance payments or long service payments; sickness allowance; statutory\nholidays or alternative holidays; and paid annual leave of up to 14 days depending on the period of employment.

Employees’ Compensation Ordinance (Chapter 282\nof the Laws of Hong Kong)

The Employees’ Compensation\nOrdinance (Chapter 282 of the Laws of Hong Kong), or the ECO, is an ordinance enacted for the purpose of providing for the payment\nof compensation to employees injured in the course of employment. As stipulated by the ECO, no employer shall employ any employee in any\nemployment unless there is in force in relation to such employee a policy of insurance issued by an insurer for an amount not less than\nthe applicable amount specified in the Fourth Schedule of the ECO in respect of the liability of the employer. According to the Fourth\nSchedule of the ECO, the insured amount shall be not less than HKD100,000,000 per event if a company has no more than 200 employees. Any\nemployer who contravenes this requirement commits a criminal offence and is liable on conviction to a fine and imprisonment. An employer\nwho has taken out an insurance policy under the ECO is required to display a prescribed notice of insurance in a conspicuous place on\neach of its premises where any employee is employed.

Minimum Wage Ordinance (Chapter 608 of\nthe Laws of Hong Kong)

The Minimum Wage Ordinance\nprovides for a prescribed minimum hourly wage rate (currently at HK$42.1 per hour) during the wage period for every employee engaged under\na contract of employment under the Employment Ordinance. Any provision of the employment contract that purports to extinguish or reduce\nthe right, benefit, or protection conferred on the employee by the Minimum Wage Ordinance is void.

Mandatory Provident Fund Schemes Ordinance\n(Chapter 485 of the Laws of Hong Kong)

The Mandatory Provident Fund\nSchemes Ordinance (“MPFSO”) is an ordinance enacted for the purposes of providing for the establishment of non-governmental\nmandatory provident fund schemes (each, a “MPF Scheme”). The MPFSO requires every employer of an employee of 18 years\nof age or above but under 65 years of age to take all practical steps to ensure the employee becomes a member of a registered MPF\nScheme. Subject to the minimum and maximum relevant income levels, it is mandatory for both employers and their employees to contribute\n5% of the employee’s relevant income to the MPF Scheme. Any employer who contravenes this requirement commits a criminal offense\nand is liable on conviction to a fine and imprisonment. As of the date of this registration statement, the Company believes it has made\nall contributions required under the MPFSO.

Occupiers Liability Ordinance (Chapter 314\nof the Laws of Hong Kong)

The Occupiers Liability Ordinance\n(Chapter 314 of the Laws of Hong Kong) regulates the obligations of a person occupying or having control of premises on injury\nresulting to persons or damage caused to goods or other property lawfully on the land. The Occupiers Liability Ordinance imposes a common\nduty of care on an occupier of premises to take such care as in all the circumstances of the case is reasonable to see that the visitors\nwill be reasonably safe in using the premises for the purposes for which he is invited or permitted by the occupier to be there.

Occupational Safety and Health Ordinance (Chapter 509\nof the Laws of Hong Kong)

The Occupational Safety and\nHealth Ordinance provides for protection to employees with respect to their safety and health in workplaces. It applies not only to industrial\nworkplaces but also non-industrial.

Under the Occupational\nSafety and Health Ordinance, every employer must, as far as reasonably practicable, ensure the safety and health at work for all\nemployees by: (a) providing and maintaining plant and systems of work that are safe and without risks to health;\n(b) making arrangements for ensuring safety and absence of risks to health in connection with the use, handling, storage or\ntransport of plant or substances; (c) providing such information, instruction, training and supervision as may be necessary to\nensure the safety and health at work of the employees; (d) as regards any workplace under the employer’s control,\n(i) maintaining the workplace in a condition that is safe and without risks to health; and (ii) providing or maintaining\nmeans of access to and egress from the workplace that are safe and without any such risks; and (e) providing and maintaining a\nworking environment for the employees that is safe and without risks to health. An employer who fails to comply with the above\nprovisions commits an offence and is liable, on summary conviction, to a fine of HK$3,000,000 and on conviction on indictment, to a\nfine of HK$10,000,000. Further, an employer who intentionally, knowingly or recklessly fails to comply with these provisions commits\nan offence and is liable, on summary conviction, to a fine of HK$3,000,000 and to imprisonment for six months, and on\nconviction on indictment, to a fine of HK$10,000,000 and to imprisonment for two years.

The Commissioner for Labour\nmay serve improvement notices on an employer or an occupier of the workplace against contravention of this ordinance or the Factories\nand Industrial Undertakings Ordinance (Cap 59 of the Laws of Hong Kong), or suspension notices against an activity or condition or\nuse of workplace where there is an imminent risk of death or serious bodily injury. An employer or occupier who fails to comply with such\nimprovement notices without reasonable excuse commits an offence and is liable on conviction to a fine of HK$400,000 and imprisonment\nof up to twelve months. An employer or occupier who fails to comply with such suspension notices without reasonable excuse commits\nan offence and is liable on conviction to a fine of HK$1,000,000, to imprisonment for twelve months, and to a further fine of HK$100,000\nfor each day or part of a day during which such employer or occupier knowingly and intentionally continues the contravention.

Regulations and\nNotices Related to Hong Kong Taxation

Inland Revenue Ordinance (Chapter 112\nof the Laws of Hong Kong)

Under the Inland Revenue Ordinance,\nwhere an employer commences to employ in Hong Kong an individual who is or is likely to be chargeable to tax, or any married person,\nthe employer shall give a written notice to the Commissioner of Inland Revenue not later than three months after the date of commencement\nof such employment. Where an employer ceases or is about to cease to employ in Hong Kong an individual who is or is likely to be\nchargeable to tax, or any married person, the employer shall give a written notice to the Commissioner of Inland Revenue not later than\none month before such individual ceases to be employed in Hong Kong.

Tax on dividends

Under the current practice\nof the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect to dividends paid by the Company.

Capital gains and profit tax

No tax is imposed in Hong Kong\nin respect to capital gains from the sale of shares. However, trading gains from the sale of shares by persons carrying on a trade, profession,\nor business in Hong Kong, where such gains are derived from or arise in Hong Kong, will be subject to Hong Kong profits\ntax, which is imposed at the rates of 8.25% on assessable profits up to HKD2,000,000 and 16.5% on any part of assessable profits over\nHKD2,000,000 on corporations from the year of assessment commencing on or after April 1, 2018. Certain categories of taxpayers (for\nexample, financial institutions, insurance companies, and securities dealers) are likely to be regarded as deriving trading gains rather\nthan capital gains unless these taxpayers can prove that the investment securities are held for long-term investment purposes.

Stamp Duty Ordinance (Chapter 117 of the\nLaws of Hong Kong)

Under the Stamp Duty\nOrdinance, the Hong Kong stamp duty currently charged at the ad valorem rate of 0.13% on the higher of the consideration for or\nthe market value of the shares will be payable by the purchaser on every purchase and by the seller on every sale of Hong Kong\nshares (in other words, a total of 0.26% is currently payable on a typical sale and purchase transaction of Hong Kong shares).\nIn addition, a fixed duty of HKD5 is currently payable on any instrument of transfer of Hong Kong shares. Where one of the\nparties is a resident outside Hong Kong and does not pay the ad valorem duty due by it, the duty not paid will be assessed on\nthe instrument of transfer (if any) and will be payable by the transferee. If no stamp duty is paid on or before the due date, a\npenalty of up to ten times the duty payable may be imposed.

Regulations Related to Intellectual Property

Trade Marks Ordinance (Chapter 559 of the Laws of Hong Kong)

The Trade Marks Ordinance\nprovides for the registration, use and protection of trademarks. Under section 18 of the Trade Marks Ordinance, it is provided that a\nperson infringes a registered trademark if the person uses in the course of trade or business a sign which is:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	(a)	identical to the trademark in relation to goods or services which are identical to those for which it is registered;

	(b)	identical to the trademark in relation to goods or services which are similar to those for which it is registered; and the use of the sign in relation to those goods or services is likely to cause confusion on the part of the public;

	(c)	similar to the trademark in relation to goods or services which are identical or similar to those for which it is registered; and the use of the sign in relation to those goods or services is likely to cause confusion on the part of the public; or

	(d)	identical or similar mark in relation to goods or services which are not identical or similar to those for which the trademark is registered; the trademark is entitled to protection under the Paris Convention as a well-known trademark; and the use of the sign, being without due cause, takes unfair advantage of, or is detrimental to, the distinctive character or repute of a trademark.

A person shall be treated\nas a party to any use of the material which infringes the registered trademark if he:

\n \n \n \n \n \n \n \n \n \n \n \n \n

	(a)	applies or causes to be applied a registered trademark or a sign similar to a registered trademark to material which is intended to be used for labelling or packaging goods; as a business paper; or for advertising goods or services; and

	(b)	at the time the trademark or sign was applied to the material, he knew or had reason to believe that its application to the material was not authorized by the owner of the registered trademark or by a licensee.

Trademarks registered in other\ncountries or regions are not automatically entitled to protection in Hong Kong unless they are also registered under the Trade Marks Ordinance.\nNevertheless, trademarks which are not registered under the Trade Marks Ordinance may still obtain protection by the common law action\nof passing off, which requires proof of the owner’s reputation in the unregistered trademark and that use of the trademark by third\nparties will cause damages to the owner.

Regulations Related to Competition

Competition Ordinance (Chapter 619 of the Laws\nof Hong Kong)

The Competition Ordinance\nprohibits and deters undertakings in all sectors from adopting anti-competitive conduct which has the object or effect of preventing,\nrestricting or distorting competition in Hong Kong. The key prohibitions include (i) prohibition of agreements between businesses which\nhave the object or effect of preventing, restricting or distorting competition in Hong Kong; and (ii) prohibiting companies with a substantial\ndegree of market power from abusing their power by engaging in conduct that has the object or effect of preventing, restricting or distorting\ncompetition in Hong Kong. The penalties for breaches of the Competition Ordinance include, but are not limited to, financial penalties\nof up to 10% of the total gross revenues obtained in Hong Kong for each year of infringement, up to a maximum of three years in which\nthe contravention occurs.

Regulations Related to Personal Data

During the course of our business,\nwe may, from time to time, obtain personal data from our clients and customers. We are required to comply with the relevant regulations\nrelated to personal data in Hong Kong and other jurisdictions.

Personal Data (Privacy) Ordinance (Chapter 486\nof the Laws of Hong Kong)

The Personal Data (Privacy)\nOrdinance (“PDPO”) imposes a statutory duty on data users to comply with the requirements of the six data protection principles\n(the “Data Protection Principles”) contained in Schedule 1 to the PDPO. The PDPO provides that a data user shall\nnot do an act, or engage in a practice, that contravenes a Data Protection Principle unless the act or practice, as the case may be, is\nrequired or permitted under the PDPO. The six Data Protection Principles are:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	·	Principle 1 — purpose and manner of collection of personal data;

	·	Principle 2 — accuracy and duration of retention of personal data;

	·	Principle 3 — use of personal data;

	·	Principle 4 — security of personal data;

	·	Principle 5 — information to be generally available; and

	·	Principle 6 — access to personal data.

Non-compliance with a Data\nProtection Principle may lead to a complaint to the Privacy Commissioner for Personal Data (the “Privacy Commissioner”). The\nPrivacy Commissioner may serve an enforcement notice to direct the data user to remedy the contravention and/or instigate prosecution\nactions. A data user who contravenes an enforcement notice commits an offense that may lead to a fine and imprisonment.

The PDPO also gives data subjects\ncertain rights, inter alia:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	·	the right to be informed by a data user whether the data user holds personal data of which the individual is the data subject;

	·	if the data user holds such data, to be supplied with a copy of such data; and

	·	the right to request correction of any data the individual considers to be inaccurate.

The PDPO criminalizes, including,\nbut not limited to, the misuse or inappropriate use of personal data in direct marketing activities, non-compliance with a data access\nrequest, and the unauthorized disclosure of personal data obtained without the relevant data user’s consent. An individual who suffers\ndamage, including injured feelings, by reason of a contravention of the PDPO in relation to his or her personal data may seek compensation\nfrom the data user concerned.

Regulations Related to Our Business Operations\nin Mainland China

While we do not currently\noperate in Mainland China, depending upon the political climate, we may also become subject to the laws and regulations of China governing\nbusinesses in general, including labor, occupational safety and health, contracts, tort and intellectual property. We may also become\nsubject to foreign exchange regulations might limit our ability to convert foreign currency into Renminbi, acquire PRC companies, or make\ndividend payments to ZICX.

PRC Regulations on Tax

Enterprise Income Tax

The Enterprise Income\nTax Law of the People’s Republic of China (the “EIT Law”) was promulgated by the Standing Committee of the National\nPeople’s Congress on March 16, 2007 and became effective on January 1, 2008, and was later amended on February 24,\n2017. The Implementation Rules of the EIT Law (the “Implementation Rules”) were promulgated by the State Council on December 6,\n2007 and became effective on January 1, 2008. According to the EIT Law and the Implementation Rules, enterprises are divided into\nresident enterprises and non-resident enterprises. Resident enterprises shall pay enterprise income tax on their incomes obtained in and\noutside the PRC at the rate of 25%. Non-resident enterprises setting up institutions in the PRC shall pay enterprise income tax on the\nincomes obtained by such institutions in and outside the PRC at the rate of 25%. Non-resident enterprises with no institutions in the\nPRC, and non-resident enterprises whose incomes having no substantial connection with their institutions in the PRC, shall pay enterprise\nincome tax on their incomes obtained in the PRC at a reduced rate of 10%.

The Arrangement between\nthe PRC and Hong Kong Special Administrative Region for the Avoidance of Double Taxation the Prevention of Fiscal Evasion with\nrespect to Taxes on Income (the “Arrangement”) was promulgated by the State Administration of Taxation\n(“SAT”) on August 21, 2006 and came into effect on December 8, 2006. According to the Arrangement, a company\nincorporated in Hong Kong will be subject to withholding tax at the lower rate of 5% on dividends it receives from a company\nincorporated in the PRC if it holds a 25% interest or more in the PRC company. The Notice on the Understanding and Identification of\nthe Beneficial Owners in the Tax Treaty (the “Notice”) was promulgated by SAT and became effective on October 27,\n2009. According to the Notice, a beneficial ownership analysis will be used based on a substance-over-form principle to determine\nwhether or not to grant tax treaty benefits.

In April 2009, the\nMinistry of Finance, or MOF, and SAT jointly issued the Notice on Issues Concerning Process of Enterprise Income Tax in Enterprise\nRestructuring Business, or Circular 59. In December 2009, SAT issued the Notice on Strengthening Administration of\nEnterprise Income Tax for Share Transfers by Non-PRC Resident Enterprises, or Circular 698. Both Circular 59 and\nCircular 698 became effective retroactively as of January 2008. In February 2011, SAT issued the Notice on Several\nIssues Regarding the Income Tax of Non-PRC Resident Enterprises, or SAT Circular 24, effective April 2011. By promulgating\nand implementing these circulars, the PRC tax authorities have enhanced their scrutiny over the direct or indirect transfer of\nequity interests in a PRC resident enterprise by a non-resident enterprise.

Under Circular 698, where\na non-resident enterprise conducts an “indirect transfer” by transferring the equity interests of a PRC “resident enterprise”\nindirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise, being the transferor, may\nbe subject to PRC enterprise income tax, if the indirect transfer is considered to be an abusive use of company structure without reasonable\ncommercial purposes. As a result, gains derived from such indirect transfer may be subject to PRC tax at a rate of up to 10%. Circular\n698 also provides that, where a non-PRC resident enterprise transfers its equity interests in a PRC resident enterprise to its related\nparties at a price lower than the fair market value, the relevant tax authority has the power to make a reasonable adjustment to the taxable\nincome of the transaction.

In February 2015, the SAT\nissued Circular 7 to replace the rules relating to indirect transfers in Circular 698. Circular 7 has introduced a new tax regime that\nis significantly different from that under Circular 698. Circular 7 extends its tax jurisdiction to not only indirect transfers set forth\nunder Circular 698 but also transactions involving transfer of other taxable assets, through the offshore transfer of a foreign intermediate\nholding company. In addition, Circular 7 provides clearer criteria than Circular 698 on how to assess reasonable commercial purposes and\nhas introduced safe harbors for internal group restructurings and the purchase and sale of equity through a public securities market.\nCircular 7 also brings challenges to both the foreign transferor and transferee (or other person who is obligated to pay for the transfer)\nof the taxable assets. Where a non-resident enterprise conducts an “indirect transfer” by transferring the taxable assets\nindirectly by disposing of the equity interests of an overseas holding company, the non-resident enterprise being the transferor, or the\ntransferee, or the PRC entity which directly owned the taxable assets may report to the relevant tax authority such indirect transfer.\nUsing a “substance over form” principle, the PRC tax authority may disregard the existence of the overseas holding company\nif it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result,\ngains derived from such indirect transfer may be subject to PRC enterprise income tax, and the transferee or other person who is obligated\nto pay for the transfer is obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer of equity interests\nin a PRC resident enterprise.

On October 17, 2017,\nthe SAT issued a Notice Concerning Withholding Income Tax of Non-Resident Enterprise, or SAT Notice No. 37, which abolishes Circular 698\nand certain provisions of Circular 7. SAT Notice No. 37 reduces the burden of the withholding obligator, such as revocation\nof contract filing requirements and tax liquidation procedures, strengthens the cooperation of tax authorities in different places, and\nclarifies the calculation of tax payable and mechanism of foreign exchange.

Value-added Tax

Pursuant to the Provisional\nRegulations on Value-added Tax of the PRC, or the VAT Regulations, which were promulgated by the State Council on December 13, 1993, took\neffect on January 1, 1994, and were amended on November 10, 2008, February 6, 2016, and November 19, 2017, respectively, and the Rules\nfor the Implementation of the Provisional Regulations on Value-added Tax of the PRC, which were promulgated by the MOF on December 25,\n1993, and were amended on December 15, 2008, and October 28, 2011, respectively, entities and individuals that sell goods or labor services\nof processing, repair or replacement, sell services, intangible assets, or immovables, or import goods within the territory of the People’s\nRepublic of China are taxpayers of value-added tax. The VAT rate is 17% for taxpayers selling goods, labor services, or tangible\nmovable property leasing services or importing goods, except otherwise specified; 11% for taxpayers selling services of transportation,\npostal, basic telecommunications, construction and lease of immovable, selling immovable, transferring land use rights, selling and importing\nother specified goods including fertilizers; 6% for taxpayers selling services or intangible assets.

According to the Notice on\nthe Adjustment to the Value-added Tax Rates issued by the SAT and the MOF on April 4, 2018, where taxpayers make VAT taxable sales or\nimport goods, the applicable tax rates shall be adjusted from 17% to 16% and from 11% to 10%, respectively. Subsequently, the Notice on\nPolicies for Deepening Reform of Value-added Tax was issued by the SAT, the MOF and the General Administration of Customs on March 30,\n2019 and took effective on April 1, 2019, which further adjusted the applicable tax rate for taxpayers making VAT taxable sales or importing\ngoods. The applicable tax rates shall be adjusted from 16% to 13% and from 10% to 9%, respectively.

Dividend Withholding Tax

The Enterprise Income Tax\nLaw provides that since January 1, 2008, an income tax rate of 10% will normally be applicable to dividends declared to non-PRC resident\ninvestors that do not have an establishment or place of business in the PRC, or that have such establishment or place of business but\nthe relevant income is not effectively connected with the establishment or place of business, to the extent such dividends are derived\nfrom sources within the PRC.

PRC Laws and Regulations on Employment and\nSocial Welfare

Labor Law of the PRC

Pursuant to the Labor Law\nof the PRC, which was promulgated by the Standing Committee of the NPC on July 5, 1994 with an effective date of January 1,\n1995 and was last amended on August 27, 2009 and the Labor Contract Law of the PRC, which was promulgated on June 29, 2007,\nbecame effective on January 1, 2008, and was last amended on December 28, 2012, with the amendments coming into effect on July\n1, 2013, enterprises and institutions shall ensure the safety and hygiene of a workplace, strictly comply with applicable rules and standards\non workplace safety and hygiene in China, and educate employees on such rules and standards. Furthermore, employers and employees shall\nenter into written employment contracts to establish their employment relationships. Employers are required to inform their employees\nabout their job responsibilities, working conditions, occupational hazards, remuneration and other matters with which the employees may\nbe concerned. Employers shall pay remuneration to employees on time and in full accordance with the commitments set forth in their employment\ncontracts and with the relevant PRC laws and regulations. Our Hong Kong subsidiary currently does not comply with PRC laws and regulations,\nbut complies with Hong Kong laws and regulations.

Social Insurance and Housing Fund

Pursuant to the Social\nInsurance Law of the PRC, which was promulgated by the Standing Committee of the NPC on October 28, 2010 and became effective on\nJuly 1, 2011, employers in the PRC shall provide their employees with welfare schemes covering basic pension insurance, basic medical\ninsurance, unemployment insurance, maternity insurance, and occupational injury insurance. Our Hong Kong subsidiary has not deposited\nthe social insurance fees in full for all the employees in compliance with the relevant regulations. We may be ordered by the social security\npremium collection agency to make or supplement contributions within a stipulated period, and shall be subject to a late payment fine\ncomputed from the due date at the rate of 0.05% per day; where payment is not made within the stipulated period, the relevant administrative\nauthorities shall impose a fine ranging from one to three times the amount of the amount in arrears. Our Hong Kong subsidiary has not\ndeposited the social insurance fees as required by relevant regulations.

In accordance with the Regulations\non Management of Housing Provident Fund, which were promulgated by the State Council on April 3, 1999 and last amended on March 24,\n2002, employers must register at the designated administrative centers and open bank accounts for depositing employees’ housing\nfunds. Employers and employees are also required to pay and deposit housing funds, with an amount no less than 5% of the monthly average\nsalary of the employee in the preceding year in full and on time. Our subsidiary has not registered at the designated administrative centers\nnor opened bank accounts for depositing employees’ housing funds. It also has not deposited employees’ housing funds. Our\nsubsidiary may be ordered by the housing provident fund management center to complete the registration formalities, open bank accounts,\nmake the payment and deposit within a prescribed time limit if it becomes subject to PRC laws. Failing to register or open bank accounts\nat the expiration of the time limit could result in fines of not less than 10,000 yuan nor more than 50,000 yuan. And an application may\nbe made to a people’s court for compulsory enforcement if payment and deposit has not been made after the expiration of the time\nlimit.

PRC Regulations Relating to Foreign Exchange\n

General Administration of Foreign Exchange

The principal regulation governing\nforeign currency exchange in the PRC is the Administrative Regulations of the PRC on Foreign Exchange (the “Foreign Exchange\nRegulations”), which were promulgated on January 29, 1996, became effective on April 1, 1996 and were last amended on\nAugust 5, 2008. Under these rules, Renminbi is generally freely convertible for payments of current account items, such as trade-\nand service-related foreign exchange transactions and dividend payments, but not freely convertible for capital account items, such as\ncapital transfer, direct investment, investment in securities, derivative products or loans unless prior approval by competent authorities\nfor the administration of foreign exchange is obtained. Under the Foreign Exchange Regulations, foreign-invested enterprises in the PRC\nmay purchase foreign exchange without the approval of SAFE to pay dividends by providing certain evidentiary documents, including board\nresolutions, tax certificates, or for trade- and services-related foreign exchange transactions, by providing commercial documents evidencing\nsuch transactions.

Circular No. 37 and Circular No. 13

Circular 37 was released by\nSAFE on July 4, 2014 and abolished Circular 75 which had been in effect since November 1, 2005. Pursuant to Circular 37, a PRC\nresident should apply to SAFE for foreign exchange registration of overseas investments before it makes any capital contribution to a\nspecial purpose vehicle, or SPV, using his or her legitimate domestic or offshore assets or interests. SPVs are offshore enterprises directly\nestablished or indirectly controlled by domestic residents for the purpose of investment and financing by utilizing domestic or offshore\nassets or interests they legally hold. Following any significant change in a registered offshore SPV, such as capital increase, reduction,\nequity transfer or swap, consolidation or division involving domestic resident individuals, the domestic individuals shall amend the registration\nwith SAFE. Where an SPV intends to repatriate funds raised after completion of offshore financing to the PRC, it shall comply with\nrelevant PRC regulations on foreign investment and foreign debt management. A foreign-invested enterprise established through return investment\nshall complete relevant foreign exchange registration formalities in accordance with the prevailing foreign exchange administration regulations\non foreign direct investment and truthfully disclose information on the actual controller of its shareholders.

If any shareholder who is\na PRC resident (as determined by the Circular No. 37) holds any interest in an offshore SPV and fails to fulfil the required foreign exchange\nregistration with the local SAFE branches, the PRC subsidiaries of that offshore SPV may be prohibited from distributing their profits\nand dividends to their offshore parent company or from carrying out other subsequent cross-border foreign exchange activities. The offshore\nSPV may also be restricted in its ability to contribute additional capital to its PRC subsidiaries. Where a domestic resident fails to\ncomplete relevant foreign exchange registration as required, fails to truthfully disclose information on the actual controller of the\nenterprise involved in the return investment or otherwise makes false statements, the foreign exchange control authority may order them\nto take remedial actions, issue a warning, and impose a fine of less than RMB 300,000 on an institution or less than RMB 50,000 on an\nindividual.

Circular 13 was issued by\nSAFE on February 13, 2015, and became effective on June 1, 2015. Pursuant to Circular 13, a domestic resident who makes a capital\ncontribution to an SPV using his or her legitimate domestic or offshore assets or interests is no longer required to apply to SAFE for\nforeign exchange registration of his or her overseas investments. Instead, he or she shall register with a bank in the place where the\nassets or interests of the domestic enterprise in which he or she has interests are located if the domestic resident individually seeks\nto make a capital contribution to the SPV using his or her legitimate domestic assets or interests; or he or she shall register with a\nlocal bank at his or her permanent residence if the domestic resident individually seeks to make a capital contribution to the SPV using\nhis or her legitimate offshore assets or interests.

We cannot assure that our PRC beneficial shareholders\nhave completed registrations in accordance with Circular 37.

Circular 19 and Circular 16

Circular 19 was promulgated\nby SAFE on March 30, 2015, and became effective on June 1, 2015. According to Circular 19, the foreign exchange capital in the\ncapital account of foreign-invested enterprises, meaning the monetary contribution confirmed by the foreign exchange authorities or the\nmonetary contribution registered for account entry through banks, shall be granted the benefits of Discretional Foreign Exchange Settlement\n(“Discretional Foreign Exchange Settlement”). With Discretional Foreign Exchange Settlement, foreign capital in the capital\naccount of a foreign-invested enterprise for which the rights and interests of monetary contribution have been confirmed by the local\nforeign exchange bureau, or for which book-entry registration of monetary contribution has been completed by the bank, can be settled\nat the bank based on the actual operational needs of the foreign-invested enterprise. The allowed Discretional Foreign Exchange Settlement percentage\nof the foreign capital of a foreign-invested enterprise has been temporarily set to be 100%. The Renminbi converted from the foreign capital\nwill be kept in a designated account and if a foreign-invested enterprise needs to make any further payment from such account, it will\nstill need to provide supporting documents and to complete the review process with its bank.

Furthermore, Circular 19 stipulates\nthat foreign-invested enterprises shall make bona fide use of their capital for their own needs within their business scopes. The capital\nof a foreign-invested enterprise and the Renminbi it obtained from foreign exchange settlement shall not be used for the following purposes:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	·	directly or indirectly used for expenses beyond its business scope or prohibited by relevant laws or regulations;

	·	directly or indirectly used for investment in securities unless otherwise provided by relevant laws or regulations;

	·	directly or indirectly used for entrusted loan in Renminbi (unless within its permitted scope of business), repayment of inter-company loans (including advances by a third party) or repayment of bank loans in Renminbi that have been sub-lent to a third party; or

	·	directly or indirectly used for expenses related to the purchase of real estate that is not for self-use (except for foreign-invested real estate enterprises).

Circular 16 was issued by\nSAFE on June 9, 2016. Pursuant to Circular 16, enterprises registered in the PRC may also convert their foreign debts from foreign\ncurrency to Renminbi on a self-discretionary basis. Circular 16 provides an integrated standard for conversion of foreign exchange capital\nitems (including but not limited to foreign currency capital and foreign debts) on a self-discretionary basis applicable to all enterprises\nregistered in the PRC. Circular 16 reiterates the principle that an enterprise’s Renminbi capital converted from foreign currency-denominated\ncapital may not be directly or indirectly used for purposes beyond its business scope or purposes prohibited by PRC laws or regulations,\nand such converted Renminbi capital shall not be provided as loans to non-affiliated entities.

PRC subsidiaries’ distributions\nto their offshore parents are required to comply with the requirements as described above.

PRC Share Option Rules

Under the Administration Measures\non Individual Foreign Exchange Control issued by the PBOC on December 25, 2006, all foreign exchange matters involved in employee share\nownership plans and share option plans in which PRC citizens participate require approval from SAFE or its authorized branch. Pursuant\nto SAFE Circular 37, PRC residents who participate in share incentive plans in overseas non-publicly-listed companies may submit applications\nto SAFE or its local branches for the foreign exchange registration with respect to offshore special purpose companies. In addition, under\nthe Notices on Issues concerning the Foreign Exchange Administration for Domestic Individuals Participating in Share Incentive Plans of\nOverseas Publicly-Listed Companies, or the Share Option Rules, issued by SAFE on February 15, 2012, PRC residents who are granted shares\nor share options by companies listed on overseas stock exchanges under share incentive plans are required to (i) register with SAFE or\nits local branches, (ii) retain a qualified PRC agent, which may be a PRC subsidiary of the overseas listed company or another qualified\ninstitution selected by the PRC subsidiary, to conduct the SAFE registration and other procedures with respect to the share incentive\nplans on behalf of the participants, and (iii) retain an overseas institution to handle matters in connection with their exercise of share\noptions, purchase and sale of shares or interests and funds transfers.

PRC Regulation of Dividend Distributions

The principal laws, rules\nand regulations governing dividend distributions by foreign-invested enterprises in the PRC are the Company Law of the PRC, as amended,\nthe Wholly Foreign-owned Enterprise Law and its implementation regulations, the Chinese-foreign Cooperative Joint Venture Law and its\nimplementation regulations, and the Chinese-foreign Equity Joint Venture Law and its implementation regulations. Under these laws, rules\nand regulations, foreign-invested enterprises may pay dividends only out of their accumulated profit, if any, as determined in accordance\nwith PRC accounting standards and regulations. Both PRC domestic companies and wholly-foreign owned PRC enterprises are required to set\naside a general reserve of at least 10% of their after-tax profit, until the cumulative amount of such reserve reaches 50% of their registered\ncapital. A PRC company is not permitted to distribute any profits until any losses from prior fiscal years have been offset. Profits retained\nfrom prior fiscal years may be distributed together with distributable profits from the current fiscal year.

INSURANCE

We maintain certain insurance\nin accordance with customary industry practices in Hong Kong. Under Hong Kong law it is a requirement that all employers in the city must\npurchase Employee’s Compensation Insurance to cover their liability in the event that their staff suffers an injury or illness during\nthe normal course of their work. We maintain Employee’s Compensation Insurance, vehicle insurance and third-party risks insurance\nfor the business purposes.

CORPORATE INFORMATION

Our principal executive and\nregistered offices are located at 1901, The World Trade Centre, 280 Gloucester Road, Causeway Bay, Hong Kong, China, telephone number\n+852 91010998.

NEAR-TERM REQUIREMENTS FOR ADDITIONAL CAPITAL

We believe that\nwe will require approximately $3.5 million to successfully conduct the pilot launch in Dubai and Hong Kong. We hope to conduct a pilot\nlaunch in the next 12 months. To finance our business plan for the twelve months thereafter, we expect that we will require approximately\n$10 million to be allocated as follows: $5 million to acquiring and installing 3D LED displays; $3 million to building a smart motorbike\nfleet; and $2 million to develop our advertising platform. These amounts may increase significantly depending upon the impact of the Middle\nEast war on energy prices and other factors. For the immediate future, we intend to finance our business expansion efforts through loans\nand investments from existing shareholders, financial institutions and investors.

Available\nInformation

Access to all of our Securities\nand Exchange Commission (“SEC”) filings, including our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current\nreports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange\nAct of 1934, as amended (the “Exchange Act”), is provided, free of charge, from the Commission’s Public Reference Room\nat 100 F Street, N.E., Washington, D.C. 20549, or on the SEC’s website, at www.sec.gov. You may obtain information on the operation\nof the Public Reference Room by calling the SEC at 1-800-SEC-0330. We currently do not have an internet website, but will also make available\nfree of charge electronic copies of our filings upon request.

Transfer Online Inc. is located\nat 512 SE Salmon Street, Portland Oregon 97214, telephone number (503) 227-2950, facsimile (503) 227-6874, serves as our stock transfer\nagent.

ITEM 1A. Risk Factors.

An investment in our securities\ninvolves a high degree of risk. You should consider carefully the following information about these risks, together with the other information\ncontained in this prospectus before making an investment decision. Our business, prospects, financial condition, and results of operations\nmay be materially and adversely affected as a result of any of the following risks. The value of our securities could decline as a result\nof any of these risks. You could lose all or part of your investment in our securities. Some of the statements in “Risk Factors”\nare forward looking statements.

Risks Related to Our Business and Industry

We are a development\nstage company that is dependent upon the financial support of our stockholders to finance our operations.

We have not yet begun generating\nsignificant revenues and are dependent upon the continued support of our majority shareholder to continue operations. Our financial statements\nhave been prepared assuming that we will continue as a going concern. Our continuation as a going concern is dependent upon improving\nour profitability and the continuing financial support from our stockholders. If our assumption regarding improvement of profitability\nor the continued support of our stockholders are not valid, we may not be able to pursue our business plan or continue operations as planned,\nwhich may materially and adversely affect our financial condition and results of operations. Further, the value of your securities may\nbe significantly affected or become worthless.

We have not yet conducted\nour pilot launch due to uncertainties arising from the Middle East war.

Before we begin full business\noperations, we expected to conduct a pilot launch in Dubai and Hong Kong to prove out our business model. Our Dubai and Hong Kong launch\nwas indefinitely suspended due to the Middle East war. While we are actively searching for alternative locations for our pilot launch,\nuncertainties arising from the war have made it challenging to secure such alternative location. If we are unable to conduct a pilot launch,\nour business operations may be indefinitely suspended. This may result in a material and adverse effect on our business, results of operations\nand financial condition. Further, the value of your securities may be significantly affected or become worthless.

We are dependent upon\none or several customers, the loss of which may result in a material adverse effect on our results of operations, financial condition\nand ability to continue to operate.

For the year ended March 31,\n2026, we received all of our revenues from two customers located in Hong Kong, and one vendor accounted for all of our costs of revenue.\nWhile our business plan contemplates expanding the scope of our customer and vendor base, we will be dependent upon this customer and\nvendor until such time as we can successfully broaden our base. We expect that we will continue to rely on a small base of customers and\nvendors in the near future as we organically grown our business. To the extent that we continue to rely on this small base of customers\nand customers, our financial condition and results of operations may be materially affected by the loss of any one of these customers\nor vendors.

The technology underlying\nnaked-eye 3D displays and mobile 3D screens to be used by our motorbikes are relatively new and expensive, with the 3D screens requiring\nlarge amounts of energy to operate. There is uncertainty regarding market adoption, reliability, durability and life of these screens.\nIf the screens are not accepted by the market or if the costs required of repair, replacement or operation are too high, our ability to\nbecome profitable, implement our business plan of growth and expansion and our results of operations may be materially and adversely affected.\n

While the fixed and mobile\nnaked-eye 3D displays offer a novel and engaging advertising platform, the current generation of 3D displays often suffers from limited\nviewing angles, meaning the impressive 3D effect can only be appreciated from specific positions. Advertisers will also need to produce\n3D-optimized creative materials to fully leverage the technology’s potential, and they may lack the expertise or resources to develop\nsuch specialized content. Traditional billboards, online advertisements, and LED screens have long dominated the landscape, offering advertisers\nmore affordable and proven channels. Convincing marketers to shift budgets away from these familiar options poses a significant challenge.\nFurthermore, 3D ads can feel invasive and overwhelming. If advertisers push too hard without considering the human experience, they may\nfind themselves facing public resistance rather than admiration. These factors may impact the willingness of advertisers to pay premium\nrates to advertise on 3D platforms and slow adoption rates.

Even if advertisers were willing\nto pay premium rates to advertise on this medium, regulatory authorities may introduce measures to limit the use of these screens due\nto safety or aesthetic concerns. While moving 3D ads can captivate attention, there’s a risk that some viewers might find them distracting\nor intrusive—especially in sensitive settings like busy roadways, where safety concerns could arise, or areas close to residential\nneighborhoods. Regulations governing mobile outdoor advertising vary widely from place to place, and in certain regions, strict rules\nmay limit or even prohibit the use of such dynamic displays, restricting where this technology can be deployed effectively.

The naked-eye 3D screens themselves\nare expensive, delicate, and require frequent servicing by skilled technicians. These screens will become subject to harsh environmental\nconditions such as intense heat from the sun, rainstorms, dust from city streets, continuous vibrations from the motorbike’s movement,\nand the risk of theft or vandalism. Frequent servicing may cause business disruption and strain resources, which if not managed well,\nmay have an adverse effect on our operations. We believe that securing comprehensive insurance covering potential liabilities, including\npublic safety incidents, as well as theft, vandalism, and weather-related damage will be crucial in protecting the company’s assets\nand help ensure business continuity in the face of unforeseen events.

The naked-eye 3D screens consume\nmore energy as compared to traditional displays, which can quickly drain the delivery vehicle’s battery in our mobile motorbike\nbusiness model. This means mobile delivery companies may need to invest in supplementary power solutions, adding complexity and cost to\nthe system. The demand for electricity by naked-eye 3D screens are also significant, especially in dense urban environments where multiple\nscreens may run around the clock. In regions pushing toward net-zero goals or grappling with energy shortages, this high consumption could\nlead to criticism—or even stricter regulations targeting digital advertising technologies. We may be required to seek hybrid power\nsolutions that combines solar panels with battery storage to provide greater energy independence and resilience, particularly in off-grid\nor high-traffic areas where consistent access to power may be uncertain. Finally, the rapid pace of technological advancement in the display\nindustry means that the equipment may quickly become outdated. This accelerated depreciation may diminish the long-term value of the investment\nand necessitates continuous reinvestment to stay competitive.

Cybersecurity breaches,\nsystem disruptions, or unauthorized access to our billboard platform and mobile advertising platforms and data could severely impair our\nad-delivery infrastructure, damage our reputation, and harm our financial results.

We expect to collect, store,\nand process user data, device identifiers, and geolocation data to optimize ad targeting. As such, we will be required to implement cybersecurity\nmeasures and adhere to local and regional privacy and data privacy laws such as the General Data Protection Regulation in Europe or California\nConsumer Privacy Act in California. These laws govern how personal data is collected, stored, and used. If we become a target for sophisticated\ncyberattacks, such as phishing, malware, and insider threats, or our systems are compromised, we may experience data breaches that cause\nus to become non-compliant. Non-compliance can lead to significant negative consequences including user dissatisfaction, reputational\ndamage, suspension of business operations in the affected jurisdiction, expensive remediation plans, civil penalties, costly private right\nof actions for data breaches and the like.

We are subject to\na complex landscape of legal and regulatory considerations that are constantly evolving. Failure to comply with these laws may lead to\nbusiness disruptions, losses, user dissatisfaction, reputational damage, legal or regulatory proceedings, or other adverse consequences\nmaterially and negatively affect our operations and financial condition.

We are subject to numerous\nnational, municipal and local advertising laws, codes and regulations including those relating outdoor advertising, which may limit or\noutright prohibit the use of animated or mobile billboards. These regulations are often designed to preserve visual aesthetics or reduce\nvisual clutter in public spaces. Furthermore, governing authorities may view dynamic 3D billboards as potential distractions to drivers\nand pedestrians, raising concerns about road safety. In such cases, transportation departments or city councils may impose restrictions\nor bans to prevent accidents and ensure public safety. Such accidents or public safety incidents may could also expose us to costly liability\nclaims.

To the extent that our billboard\nplatform and mobile advertising platform incorporate geolocation or targeted advertising features, these 3D displays will often be connected\nto centralized networks, present a tempting target for hackers. As such we will be required to implement cybersecurity measures and adhere\nto local and regional privacy and data privacy laws such as the General Data Protection Regulation in Europe or California Consumer Privacy\nAct in California. These laws govern how personal data is collected, stored, and used, and non-compliance can lead to significant negative\nconsequences including user dissatisfaction, reputational damage, suspension of business operations in the affected jurisdiction, expensive\nremediation plans, civil penalties, private right of actions for data breaches and the like.

Finally, we rely on third\nparty manufactured and provided 3D displays. The technology behind 3D displays often involves patented systems and proprietary software.\nIf any third parties do not comply with applicable intellectual property law and we are unable to procure alternatives in a timely and\nefficient manner and on acceptable terms, or at all, and we may be subject to business disruptions, losses or costs to remediate any of\nthe deficiencies, user dissatisfaction, reputational damage, legal or regulatory proceedings, or other adverse consequences which could\nharm our business.

We rely on third-party\nservice providers and partners for certain aspects of our operations, and any interruptions in services provided by these third parties\nmay impair our ability to support our users.

We rely on third parties to\nmanufacture the key components of our business including without limitation, the 3D naked-eye displays and LED-lit display units that\nwill be installed on motorbikes. We also rely on third parties to maintain and operate our advertising platform such as payment processors,\ncloud computing services and data centers that provide facilities, infrastructure, website functionality and access, components, and services,\nincluding databases and data center facilities and cloud computing, which are critical to our intended operations. Because we intend to\nrely on third parties to provide these services and to facilitate certain of our business activities, we face increased operational risks.\nWe do not control the operation of any of these third parties. These third parties may be subject to financial, legal, regulatory, and\nlabor issues, cybersecurity incidents, break-ins, computer viruses, denial-of-service attacks, sabotage, acts of vandalism, privacy breaches,\nservice terminations, disruptions, interruptions, and other misconduct. They are also vulnerable to damage or interruption from human\nerror, power loss, telecommunications failures, fires, floods, earthquakes, hurricanes, tornadoes, pandemics (including the COVID-19 pandemic)\nand similar events. In addition, these third parties may breach their agreements with us, disagree with our interpretation of contract\nterms or applicable laws and regulations, refuse to continue or renew these agreements on commercially reasonable terms or at all, fail\nor refuse to process transactions or provide other services adequately, take actions that degrade the functionality of our services, impose\nadditional costs or requirements on us or our customers, or give preferential treatment to competitors. There can be no assurance that\nthird parties that will provide services to us or to our users will do so on acceptable terms, or at all. If any third parties do not\nadequately or appropriately provide their services or perform their responsibilities to us or our users, such as if third-party service\nproviders close their data center facilities without adequate notice, are unable to restore operations and data, fail to perform as expected,\nor experience other unanticipated problems, we may be unable to procure alternatives in a timely and efficient manner and on acceptable\nterms, or at all, and we may be subject to business disruptions, losses or costs to remediate any of the deficiencies, user dissatisfaction,\nreputational damage, legal or regulatory proceedings, or other adverse consequences which could harm our business.

We are indebted to our\nshareholder in the approximate amount of US$238,286.

As of March 31, 2026, we are\nindebted to Cosmos Links International Holding Ltd, our shareholder, in an approximate amount of $238,286. We may not be able to generate\nsufficient cash flow to repay these loans. If we issue additional securities as repayment, our shareholders may experience significant\ndilution. The advances are not expected to be repayable within the next twelve months. Additionally, loan repayment before achievement\nof profitability may cause us to delay implementing our business plans to expand.

We are also subject\nto other risks and uncertainties that affect many other businesses, including:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	·	increasing costs, the volatility of costs and funding requirements and other legal mandates for employee benefits, especially pension and healthcare benefits;
	·	the increasing costs of compliance with federal, state and foreign governmental agency mandates (including the Foreign Corrupt Practices Act) and defending against inappropriate or unjustified enforcement or other actions by such agencies;
	·	the impact of any international conflicts on the U.S. and global economies in general, the transportation industry or us in particular, and what effects these events will have on our costs or the demand for our services;
	·	any impacts on our business resulting from new domestic or international government laws and regulation;
	·	market acceptance of our new service and growth initiatives;
	·	the impact of technology developments on our operations and on demand for our services;
	·	governmental under-investment in transportation infrastructure, which could increase our costs and adversely impact our service levels due to traffic congestion or sub-optimal routing of our vehicles;
	·	widespread outbreak of an illness or any other communicable disease, or any other public health crisis;
	·	availability of financing on terms acceptable to our ability to maintain our current credit ratings, especially given the capital intensity of our operations.
	·	the impact on our business due to the system failure of our platform or our third-party partners;
	·	our ability to attract, maintain, and grow our customer base and engage our customers;
	·	pricing for our products and services;
	·	our ability to diversify and grow our services revenue;
	·	changes in macroeconomic conditions, political and legal environments;
	·	adverse legal proceedings or regulatory enforcement actions, judgments, settlements, or other legal proceeding and enforcement-related costs;
	·	our ability to attract and retain talent; and
	·	our ability to compete with our competitors.

If we are unable to\nprotect the confidentiality of our trade secrets, our business and competitive position would be harmed.

We may rely on trade secrets,\nincluding unpatented know-how, technology and other proprietary information, to maintain our competitive position. However, trade secrets\nare difficult to protect. We limit disclosure of such trade secrets where possible but we also seek to protect these trade secrets, in\npart, by entering into non-disclosure and confidentiality agreements with parties who do have access to them, such as our employees, contract\nmanufacturers, consultants, advisors and other third parties. Despite these efforts, any of these parties may breach the agreements and\nmay unintentionally or willfully disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate\nremedies for such breaches. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive\nand time-consuming, and the outcome is unpredictable. In addition, some courts inside and outside the United States are less willing or\nunwilling to protect trade secrets. Moreover, if any of our trade secrets were to be lawfully obtained or independently developed by a\ncompetitor, we would have no right to prevent them, or those to whom they communicate it, from using that technology or information to\ncompete with us. If any of our trade secrets were to be disclosed to or independently developed by a competitor, our competitive position\nwould be harmed.

Risks Related to Our Finances and Capital Requirements

We will need additional\nfunding to implement our business plan. If we are unable to raise capital when needed or on terms acceptable to us, we may be forced to\ndelay any business expansions or acquisitions and our ability to implement our business may be severely and negatively affected.

We will require approximately\nUSD $10 million to implement our business plan. As we do not generate sufficient working capital to internally finance this growth, the\nsuccessful implementation of our business plan will be heavily reliant on securing and maintaining outside funding from investors or loans.\nIf the credit market tightens or we are otherwise unable to secure the full USD $10 million on terms acceptable to us, our ability to\nimplement our business plan and our results of operations may be materially and adversely affected.

Raising additional capital\nmay cause dilution to our existing stockholders, restrict our operations or require us to relinquish proprietary rights.

Until such time, if ever,\nas we can generate substantial revenue, we expect to finance our cash needs through a combination of equity offerings, debt financings,\ngrants and license and development agreements in connection with any collaborations. To the extent that we raise additional capital through\nthe sale of equity or convertible debt securities, your ownership interest will be diluted, and the terms of these securities may include\nliquidation or other preferences that adversely affect your rights as a stockholder. Debt financing and preferred equity financing, if\navailable, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring\nadditional debt, making capital expenditures or declaring dividends.

If we raise additional funds\nthrough collaborations, strategic alliances or marketing, distribution or licensing arrangements with third parties, we may have to relinquish\nvaluable rights to our technologies, future revenue streams, research programs or product candidates or grant licenses on terms that may\nnot be favorable to us. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to\ndelay, limit, reduce or terminate our product development or future commercialization efforts or grant rights to develop and market product\ncandidates that we would otherwise prefer to develop and market ourselves.

Risks Relating to Doing Business in Hong Kong

We face the risk that\nchanges in the policies of the PRC government could have a significant impact upon the business we may be able to conduct in Hong Kong\nand the profitability of such business.

We conduct our operations\nand generate our revenue in Hong Kong. Accordingly, economic, political and legal developments in the PRC will significantly affect our\nbusiness, financial condition, results of operations and prospects. The PRC economy is in transition from a planned economy to a market-oriented\neconomy subject to plans adopted by the government that set national economic development goals. Policies of the PRC government can have\nsignificant effects on economic conditions in the PRC. While we believe that the PRC will continue to strengthen its economic and trading\nrelationships with foreign countries and that business development in the PRC will continue to follow market forces, we cannot assure\nyou that this will be the case. Our interests may be adversely affected by changes in policies by the PRC government, including:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	·	changes in laws, regulations or their interpretation;
	·	confiscatory taxation;
	·	restrictions on currency conversion, imports or sources of supplies, or ability to continue as a for-profit enterprise;
	·	expropriation or nationalization of private enterprises; and
	·	the allocation of resources.

Substantial uncertainties\nand restrictions with respect to the political and economic policies of the PRC government and PRC laws and regulations could have a significant\nimpact upon the business that we may be able to conduct in the PRC and accordingly on the results of our operations and financial condition.

Our business operations may\nbe adversely affected by the current and future political environment in the PRC. The PRC government has exercised and continues to exercise\nsubstantial control over virtually every sector of the Chinese economy through regulation and state ownership. We expect the Hong Kong\nlegal system to rapidly evolve in the near future and may become closer aligned with legal system in China with the PRC government exerting\nmore oversight and control over companies operating in Hong Kong, offerings conducted overseas and or foreign investment in Hong Kong\nbased issuers. The interpretations of many laws, regulations and rules may not always be uniform and the enforcement of these laws, regulations\nand rules may involve uncertainties for you and us. Our ability to operate in Hong Kong, conduct overseas offerings and continue to investment\nin Hong Kong based issuers may be harmed by these changes in its laws and regulations, including those relating to taxation, import and\nexport tariffs, healthcare regulations, environmental regulations, land use and property ownership rights, and other matters. Accordingly,\ngovernment actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally\nplanned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic\nconditions in Hong Kong or particular regions thereof, and could limit or completely hinder our ability to offer or continue to offer\nsecurities to investors or require us to divest ourselves of any interest we then hold in Hong Kong properties or joint ventures. Any\nsuch actions (including divesture or similar actions) could result in a material adverse effect on us and on your investment in us and\ncould render our securities and your investment in our securities worthless.

There are substantial uncertainties\nregarding the interpretation and application of PRC laws and regulations, including, but not limited to, the laws and regulations governing\nour business, or the enforcement and performance of our contractual arrangements with borrowers in the event of the imposition of statutory\nliens, death, bankruptcy or criminal proceedings. Only after 1979 did the Chinese government begin to promulgate a comprehensive system\nof laws that regulate economic affairs in general, deal with economic matters such as foreign investment, corporate organization and governance,\ncommerce, taxation and trade, as well as encourage foreign investment in China. Although the influence of the law has been increasing,\nChina has not developed a fully integrated legal system and recently enacted laws and regulations may not sufficiently cover all aspects\nof economic activities in China. Also, because these laws and regulations are relatively new, and because of the limited volume of published\ncases and their lack of force as precedents, interpretation and enforcement of these laws and regulations involve significant uncertainties.\nNew laws and regulations that affect existing and proposed future businesses may also be applied retroactively. In addition, there have\nbeen constant changes and amendments of laws and regulations over the past 30 years in order to keep up with the rapidly changing society\nand economy in China. Because government agencies and courts that provide interpretations of laws and regulations and decide contractual\ndisputes and issues may change their interpretation or enforcement very rapidly with little advance notice at any time, we cannot predict\nthe future direction of Chinese legislative activities with respect to either businesses with foreign investment or the effectiveness\non enforcement of laws and regulations in China. The uncertainties, including new laws and regulations and changes of existing laws, as\nwell as, may cause possible problems to foreign investors.

Although the PRC government\nhas been pursuing economic reform policies for more than two decades, the PRC government continues to exercise significant control over\neconomic growth in the PRC through the allocation of resources, controlling payments of foreign currency, setting monetary policy and\nimposing policies that impact particular industries in different ways. We cannot assure you that the PRC government will continue to pursue\npolicies favoring a market-oriented economy or that existing policies will not be significantly altered, especially in the event of a\nchange in leadership, social or political disruption, or other circumstances affecting political, economic and social life in the PRC.

The Chinese government\nexerts substantial influence over the manner in which we must conduct our business activities. We are currently not required to\nobtain approval from Chinese authorities to list on U.S. exchanges. However, to the extent that the Chinese government exerts more control\nover offerings conducted overseas and/or foreign investment in China-based issuers over time and if PRC subsidiaries (or if our Hong Kong\nsubsidiary) or the holding company were required to obtain approval in the future and were denied permission from Chinese authorities\nto 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\ndecline or become worthless, which would materially affect the interest of the investors.

The Chinese government has\nexercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state\nownership. Our ability to operate in Hong Kong may be harmed by changes in its laws and regulations, including those relating to taxation,\nenvironmental regulations, land use rights, property and other matters. The central or local governments of these jurisdictions may impose\nnew, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part\nto ensure our compliance with such regulations or interpretations. Accordingly, government actions in the future, including any decision\nnot to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in\nthe implementation of economic policies, could have a significant effect on economic conditions in China or particular regions thereof,\nand could require us to divest ourselves of any interest we then hold in Chinese properties.

For example, just days after\nDidi Global Inc. (NYSE: DIDI) completed its $4.4 billion IPO on June 30, 2021, the Chinese cybersecurity regulator announced on July 2,\n2021, that it had begun an investigation of Didi for failure to comply with data and cybersecurity laws and two days later ordered that\nthe company’s app be removed from smartphone app stores. Eventually, on July 21, 2022, the CAC fined Didi approximately $1.19 billion,\nand Didi formally delisted from the NYSE on June 13, 2022.

As such, the Company’s\nbusiness segments may be subject to various government and regulatory interference in the provinces in which they operate. The Company\ncould be subject to regulation by various political and regulatory entities, including various local and municipal agencies and government\nsub-divisions. The Company may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties\nfor any failure to comply. The Company’s operations could be adversely affected, directly or indirectly, by existing or future laws\nand regulations relating to its business or industry. Given that the Chinese government may intervene or influence our operations at any\ntime, it could result in a material change in our operation and the value of our common stock. Given recent statements by the Chinese\ngovernment indicating an intent to exert more oversight and control over offerings that are conducted overseas, any such action could\nsignificantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such\nsecurities to significantly decline or be worthless.

Furthermore, it is uncertain\nwhen and whether the Company will be required to obtain permission from the PRC government to list on U.S. exchanges in the future, and\neven when such permission is obtained, whether it will be denied or rescinded. Although the Company is currently not required to obtain\npermission from any of the PRC federal or local government to obtain such permission and has not received any denial to list on the U.S.\nexchange, our operations could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to its\nbusiness or industry. As a result, our common stock may decline in value dramatically or even become worthless should we become subject\nto new requirement to obtain permission from the PRC government to list on U.S. exchange in the future.

Recently, the General Office\nof the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions on Severe\nand Lawful Crackdown on Illegal Securities Activities, which were available to the public on July 6, 2021. These opinions emphasized\nthe need to strengthen the administration over illegal securities activities and the supervision on overseas listings by China-based companies.\nThese opinions proposed to take effective measures, such as promoting the construction of relevant regulatory systems, to deal with the\nrisks and incidents facing China-based overseas-listed companies and the demand for cybersecurity and data privacy protection. Moreover,\nthe State Internet Information Office issued the Measures of Cybersecurity Review (Revised Draft for Comments, not yet effective) on July 10,\n2021, which require operators with personal information of more than 1 million users who want to list abroad to file a cybersecurity review\nwith the Office of Cybersecurity Review. The aforementioned policies and any related implementation rules to be enacted may subject us\nto additional compliance requirement in the future. While we believe that our operations are not affected by this, as these opinions were\nrecently issued, official guidance and interpretation of the opinions remain unclear in several respects at this time. Therefore, we cannot\nassure you that we will remain fully compliant with all new regulatory requirements of these opinions or any future implementation rules\non a timely basis, or at all.

The Holding Foreign\nCompanies Accountable Act requires the Public Company Accounting Oversight Board (PCAOB) to be permitted to inspect the issuer’s\npublic accounting firm within three years. There are uncertainties under the PRC Securities Law relating to the procedures and requisite\ntiming for the U.S. securities regulatory agencies to conduct investigations and collect evidence within the territory of the PRC. If\nthe U.S. securities regulatory agencies are unable to conduct such investigations, they may suspend or de-register our registration with\nthe SEC and delist our securities from applicable trading market within the US.

The Holding Foreign Companies\nAccountable Act was signed into law on December 18, 2020, and requires Auditors of publicly traded companies to submit to regular inspections\nevery three years to assess such auditors’ compliance with applicable professional standards. On June 22, 2021, the U.S. Senate\npassed a bill which, if passed by the U.S. House of Representatives and signed into law, would reduce the number of consecutive non-inspection\nyears required for triggering the prohibitions under the HFCA Act from three years to two. On September 22, 2021, the PCAOB adopted rules\nto create a framework for the PCAOB to use when determining, as contemplated under the HFCA Act, whether it is unable to inspect or investigate\ncompletely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities\nin that jurisdiction. On December 2, 2021, the SEC adopted amendments to finalize rules implementing the submission and disclosure requirements\nin the HFCA Act. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by\na registered public accounting firm that is located in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate completely\nbecause of a position taken by an authority in a foreign jurisdiction. On December 16, 2021, the PCAOB issued a report on its determinations\nthat it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in China and in Hong Kong\nbecause of positions taken by PRC and Hong Kong authorities in those jurisdictions. The PCAOB has made such designations as mandated under\nthe HFCA Act. Pursuant to each annual determination by the PCAOB, the SEC will, on an annual basis, identify issuers that have used non-inspected\naudit firms and thus are at risk of such suspensions in the future.

Our Auditor is based in Nigeria\nand is subject to PCAOB inspection. It is not subject to the determinations announced by the PCAOB on December 16, 2021. However, in the\nevent the Nigerian authorities subsequently take a position disallowing the PCAOB to inspect our auditor, then we would need to change\nour auditor. Furthermore, due to the recent developments in connection with the implementation of the Holding Foreign Companies Accountable\nAct, we cannot assure you whether the SEC or other regulatory authorities would apply additional and more stringent criteria to us after\nconsidering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training,\nor sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements. The requirement in\nthe HFCA Act that the PCAOB be permitted to inspect the issuer’s public accounting firm within two or three years, may result in\nthe delisting of our securities from applicable trading markets in the U.S, in the future if the PCAOB is unable to inspect our accounting\nfirm at such future time.

According to Article 177 of\nthe Securities Law of the PRC (“Article 177”), overseas securities regulatory authorities are prohibited from engaging in\nactivities pertaining to investigations or evidence collection directly conducted within the territories of the PRC, and Chinese entities\nor individuals are further prohibited from providing documents and information in connection with securities business activities to any\norganizations and/or persons abroad without the prior consent of the securities regulatory authority of the State Council and the competent\ndepartments of the State Council. As of the date of this registration statement, we are not aware of any implementing rules or regulations\nwhich have been published regarding application of Article 177.

We believe Article 177 is\nonly applicable where the activities of overseas authorities constitute a direct investigation or evidence collection by such authorities\nwithin the territory of the PRC. In the event that the U.S. securities regulatory agencies carry out an investigation on us such as an\nenforcement action by the Department of Justice, the SEC or other authorities, such agencies’ activities will constitute conducting\nan investigation or collecting evidence directly within the territory of the PRC and accordingly fall within the scope of Article 177.\nIn that case, the U.S. securities regulatory agencies may have to consider establishing cross-border cooperation with the securities regulatory\nauthority of the PRC by way of judicial assistance, diplomatic channels or establishing a regulatory cooperation mechanism with the securities\nregulatory authority of the PRC. However, there is no assurance that the U.S. securities regulatory agencies will succeed in establishing\nsuch cross-border cooperation in this particular case and/or establish such cooperation in a timely manner.

Furthermore, as Article 177\nis a recently promulgated provision, it remains unclear as to how it will be interpreted, implemented or applied by the Chinese Securities\nRegulatory Commission or other relevant government authorities. As such, there are uncertainties as to the procedures and requisite timing\nfor the U.S. securities regulatory agencies to conduct investigations and collect evidence within the territory of the PRC. The Holding\nForeign Companies Accountable Act requires the Public Company Accounting Oversight Board (PCAOB) be permitted to inspect the issuer’s\npublic accounting firm within three years or (two years if the acceleration is passed into law). If the U.S. securities regulatory agencies\nare unable to conduct such investigations, there exists a risk that they may determine to suspend or de-register our registration with\nthe SEC and may also delist our securities from applicable trading market within the US.

Adverse regulatory developments\nin China may subject us to additional regulatory review, and additional disclosure requirements and regulatory scrutiny to be adopted\nby the SEC in response to risks related to recent regulatory developments in China may impose additional compliance requirements for companies\nlike us with significant China-based operations, all of which could increase our compliance costs, subject us to additional disclosure\nrequirements.

The recent regulatory developments\nin China, in particular with respect to restrictions on China-based companies raising capital offshore, may lead to additional regulatory\nreview in China over our financing and capital raising activities in the United States. In addition, we may be subject to industry-wide\nregulations that may be adopted by the relevant PRC authorities, which may have the effect of limiting our service offerings, restricting\nthe scope of our operations in China, or causing the suspension or termination of our business operations in China entirely, all of which\nwill materially and adversely affect our business, financial condition and results of operations. We may have to adjust, modify, or completely\nchange our business operations in response to adverse regulatory changes or policy developments, and we cannot assure you that any remedial\naction adopted by us can be completed in a timely, cost-efficient, or liability-free manner or at all.

On July 30, 2021, in\nresponse to the recent regulatory developments in China and actions adopted by the PRC government, the Chairman of the SEC issued a statement\nasking the SEC staff to seek additional disclosures from offshore issuers associated with China-based operating companies before their\nregistration statements will be declared effective, including detailed disclosure related to whether the issuer received or were denied\npermission from Chinese authorities to list on U.S. exchanges and the risks that such approval could be denied or rescinded. On August\n1, 2021, the China Securities Regulatory Commission stated in a statement that it had taken note of the new disclosure requirements announced\nby the SEC regarding the listings of Chinese companies and the recent regulatory development in China, and that both countries should\nstrengthen communications on regulating China-related issuers. We cannot guarantee that we will not be subject to tightened regulatory\nreview and we could be exposed to government interference in China.

We may be exposed to\nliabilities under the Foreign Corrupt Practices Act, and any determination that we violated the Foreign Corrupt Practices Act could have\na material adverse effect on our business.

We are subject to the Foreign\nCorrupt Practice Act, or FCPA, and other laws that prohibit improper payments or offers of payments to foreign governments and their officials\nand political parties by U.S. persons and issuers as defined by the statute for the purpose of obtaining or retaining business. We will\nhave operations, agreements with third parties and make sales in Hong Kong, which may experience corruption. Our proposed activities may\ncreate the risk of unauthorized payments or offers of payments by one of the employees, consultants, or sales agents of our Company, because\nthese parties are not always subject to our control. It will be our policy to implement safeguards to discourage these practices by our\nemployees. Also, our existing practices and any future improvements may prove to be less than effective, and the employees, consultants,\nor sales agents of our Company may engage in conduct for which we might be held responsible. Violations of the FCPA may result in severe\ncriminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect our business, operating results\nand financial condition. In addition, the government may seek to hold our Company liable for successor liability FCPA violations committed\nby companies in which we invest or that we acquire.

PRC regulation of loans\nto and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay or prevent\nus from using the proceeds we receive from offshore financing activities to make loans to or make additional capital contributions to\nour Hong Kong subsidiary, which could materially and adversely affect our liquidity and our ability to fund and expand business.

Any transfer of funds by us\nto our Hong Kong subsidiary, either as a shareholder loan or as an increase in registered capital, may become subject to approval by or\nregistration or filing with relevant governmental authorities in China. According to the relevant PRC regulations on foreign-invested\nenterprises in China, capital contributions to PRC subsidiaries are subject to the approval of or filing with the Ministry of Commerce\nin its local branches and registration with a local bank authorized by SAFE. It is unclear if Hong Kong subsidiaries will be deemed a\nPRC subsidiary. If Hong Kong subsidiaries are deemed to be PRC subsidiaries, (i) any foreign loan procured by our Hong Kong subsidiary\nwill be required to be registered with SAFE or its local branches or filed with SAFE in its information system; and (ii) our Hong\nKong subsidiary will not be able to procure loans which exceed the difference between its total investment amount and registered capital\nor, as an alternative, only procure loans subject to the calculation approach and limitation as provided in the People’s Bank of\nChina Notice No. 9 (“PBOC Notice No. 9”). We may not be able to obtain these government approvals or complete such registrations\non a timely basis, if at all, with respect to future capital contributions or foreign loans by us to our Hong Kong subsidiary, if required.\nIf we fail to receive such approvals or complete such registration or filing, our ability to use the proceeds we receive from our offshore\nfinancing activities and to capitalize our Hong Kong operations may be negatively affected, which could adversely affect our liquidity\nand ability to fund and expand our business. There is, in effect, no statutory limit on the amount of capital contribution that we can\nmake to our Hong Kong subsidiary. This is because there is no statutory limit on the amount of registered capital for our Hong Kong subsidiary,\nand we are allowed to make capital contributions to our Hong Kong subsidiary by subscribing for their initial registered capital and increased\nregistered capital, provided that the Hong Kong subsidiary complete the relevant filing and registration procedures.

The Circular on Reforming\nthe Administration of Foreign Exchange Settlement of Capital of Foreign-Invested Enterprises, or SAFE Circular 19, effective as of June 1,\n2015, as amended by Circular of the State Administration of Foreign Exchange on Reforming and Regulating Policies on the Control over\nForeign Exchange Settlement under the Capital Account, or SAFE Circular 16, effective on June 9, 2016, allows FIEs to settle their\nforeign exchange capital at their discretion, but continues to prohibit FIEs from using the Renminbi fund converted from their foreign\nexchange capitals for expenditure beyond their business scopes, and also prohibit FIEs from using such Renminbi fund to provide loans\nto persons other than affiliates unless otherwise permitted under its business scope. If Safe Circulars 16 and 19 are interpreted to apply\nto the Hong Kong Dollar, our ability to use Hong Kong Dollars converted from the net proceeds from our offshore financing activities to\nfund the establishment of new entities in Hong Kong, to invest in or acquire any other Hong Kong or PRC companies may be limited, which\nmay adversely affect our business, financial condition and results of operations.

Because our holding company structure creates\nrestrictions on the payment of dividends, our ability to pay dividends is limited.

We are a holding company whose\nprimary assets are our ownership of the equity interests in our subsidiary. We conduct no other business and, as a result, we depend entirely\nupon our subsidiary’s earnings and cash flow. If we decide in the future to pay dividends, as a holding company, our ability to\npay dividends and meet other obligations depends upon the receipt of dividends or other payments from our operating subsidiary. Our subsidiary\nmay be restricted in its ability to pay dividends, make distributions or otherwise transfer funds to us prior to the satisfaction of other\nobligations, including the payment of operating expenses or debt service, appropriation to reserves prescribed by laws and regulations,\ncovering losses in previous years, restrictions on the conversion of local currency into U.S. dollars or other hard currency, completion\nof relevant procedures with governmental authorities or banks and other regulatory restrictions. Under the applicable PRC laws and regulations,\nforeign-invested enterprises in China may pay dividends only out of their accumulated profits, if any, determined in accordance with PRC\naccounting standards and regulations. In addition, a foreign-invested enterprise in China is required to set aside a portion of its after-tax\nprofit to fund specific reserve funds prior to payment of dividends. In particular, at least 10% of its after-tax profits based on PRC\naccounting standards each year is required to be set aside towards its general reserves until the accumulative amount of such reserves\nreach 50% of its registered capital. These reserves are not distributable as cash dividends. If future dividends are paid in RMB, fluctuations\nin the exchange rate for the conversion of any of these currencies into U.S. dollars may adversely affect the amount received by U.S.\nstockholders upon conversion of the dividend payment into U.S. dollars. For a detailed description of the potential government regulations\nfacing the Company associated with our operations in Hong Kong and on restrictions on payments from our subsidiary, please refer to “Government and Industry Regulations–China” and “Transfers of Cash to and from our Subsidiary.” We do not presently\nhave any intention to declare or pay dividends in the future. You should not purchase shares of our common stock in anticipation of receiving\ndividends in future periods

Our Hong Kong subsidiary\nmay be subject to restrictions on paying dividends or making other payments to us, which may restrict its ability to satisfy liquidity\nrequirements, conduct business and pay dividends to holders of our common stock.

Most of our cash is maintained\nin Hong Kong Dollars. We rely on dividends from our Hong Kong subsidiary for our cash and financing requirements, such as the funds necessary\nto service any debt we may incur. There is a possibility that the PRC could prevent our cash maintained in Hong Kong from leaving or the\nPRC could restrict the deployment of the cash into our business or for the payment of dividends. Any such controls or restrictions may\nadversely affect our ability to finance our cash requirements, service debt or make dividend or other distributions to our shareholders.\nCurrent PRC regulations permit PRC subsidiaries to pay dividends to foreign parent companies only out of their accumulated after-tax profits\nupon satisfaction of relevant statutory condition and procedures, if any, determined in accordance with Chinese accounting standards and\nregulations. In addition, PRC subsidiaries are required to set aside at least 10% of their accumulated profits each year, if any, to fund\ncertain reserve funds until the total amount set aside reaches 50% of its registered capital. Furthermore, if PRC subsidiaries and their\nsubsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends\nor make other payments to the foreign parent company, which may restrict the ability of the foreign parent company to satisfy its liquidity\nrequirements. If such restrictions on dividend and other payments are interpreted to apply to Hong Kong entities, our ability to rely\non payments from our Hong Kong subsidiary will be adversely affected.

In addition, the Enterprise\nIncome Tax Law of the PRC, or the PRC EIT Law, and its implementation rules provide that withholding tax rate of 10% will be applicable\nto dividends payable by Chinese companies to non-PRC-resident enterprises unless otherwise exempted or reduced according to treaties or\narrangements between the PRC central government and governments of other countries or regions where the non-PRC-resident enterprises are\nincorporated. For a detailed description of the potential government regulations facing the Company and the offering associated with our\noperations in Hong Kong, please refer to “Government and Industry Regulations – Regulations Relating to Foreign Exchange and Dividend Distribution.”

If any dividend is declared\nin the future and paid in a foreign currency, you may be taxed on a larger amount in U.S. dollars than the U.S. dollar amount that you\nwill actually ultimately receive.

If you are a U.S. holder of\nour shares of common stock, you will be taxed on the U.S. dollar value of your dividends, if any, at the time you receive them, even if\nyou actually receive a smaller amount of U.S. dollars when the payment is in fact converted into U.S. dollars. Specifically, if a dividend\nis declared and paid in a foreign currency such as the RMB, the amount of the dividend distribution that you must include in your income\nas a U.S. holder will be the U.S. dollar value of the payments made in the foreign currency, determined at the spot rate of the foreign\ncurrency to the U.S. dollar on the date the dividend distribution is includible in your income, regardless of whether the payment is in\nfact converted into U.S. dollars. Thus, if the value of the foreign currency decreases before you actually convert the currency into U.S.\ndollars, you will be taxed on a larger amount in U.S. dollars than the U.S. dollar amount that you will actually ultimately receive.

Dividends payable to\nour 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.

Under the Enterprise Income\nTax Law and its implementation regulations issued by the State Council of the PRC, unless otherwise provided under relevant tax treaties,\na 10% PRC withholding tax is applicable to dividends payable to investors that are non-resident enterprises, which do not have an establishment\nor place of business in the PRC or which have such establishment or place of business but the dividends are not effectively connected\nwith such establishment or place of business, to the extent such dividends are derived from sources within the PRC. Similarly, any gain\nrealized on the transfer of shares by such investors is also subject to PRC tax at a current rate of 10%, subject to any reduction or\nexemption set forth in relevant tax treaties, if such gain is regarded as income derived from sources within the PRC. If we are deemed\na PRC resident enterprise, dividends paid on our shares, and any gain realized from the transfer of our shares, would be treated as income\nderived from sources within the PRC and would as a result be subject to PRC taxation. Furthermore, if we are deemed a PRC resident enterprise,\ndividends payable to individual investors who are non-PRC residents and any gain realized on the transfer shares by such investors may\nbe subject to PRC tax at a current rate of 20%, subject to any reduction or exemption set forth in applicable tax treaties. It is unclear\nwhether we or our subsidiary established outside of China are considered a PRC resident enterprise or whether holders of shares would\nbe able to claim the benefit of income tax treaties or agreements entered into between China and other countries or areas. If dividends\npayable to our non-PRC investors, or gains from the transfer of our shares by such investors are subject to PRC tax, the value of your\ninvestment in our shares may decline significantly. For a detailed description of the potential government regulations facing the Company\nassociated with our operations in Hong Kong, please refer to “Government and Industry Regulations –China.”

Our global income may\nbe subject to PRC taxes under the PRC Enterprise Income Tax Law, which could have a material adverse effect on our results of operations.

Under the PRC Enterprise Income\nTax Law, or the New EIT Law, and its amendment and implementation rules, which became effective in January 2008, an enterprise established\noutside of the PRC with a “de facto management body” located within the PRC is considered a PRC resident enterprise and will\nbe subject to the enterprise income tax at the rate of 25% on its global income. The implementation rules define the term “de facto\nmanagement bodies” as “establishments that carry out substantial and overall management and control over the manufacturing\nand business operations, personnel and human resources, finance and treasury, and business combination and disposition of properties and\nother assets of an enterprise.” On April 22, 2009, the State Administration of Taxation (the “SAT”), issued a circular,\nor SAT Circular 82, which provides certain specific criteria for determining whether the “de facto management body” of a PRC-controlled\nenterprise that is incorporated offshore is located in China. Although the SAT Circular 82 only applies to offshore enterprises controlled\nby PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners, the determining criteria set forth\nin the SAT Circular 82 may reflect the SAT’s general position on how the “de facto management body” text should be applied\nin determining the resident status of all offshore enterprises for the purpose of PRC tax, regardless of whether they are controlled by\nPRC enterprises or individuals. Although we do not believe that our legal entities organized outside of the PRC constitute PRC resident\nenterprises, it is possible that the PRC tax authorities could reach a different conclusion. In such case, we may be considered a PRC\nresident enterprise and may therefore be subject to the 25% enterprise income tax on our global income, which could significantly increase\nour tax burden and materially and adversely affect our cash flow and profitability. In addition to the uncertainty regarding how the new\nPRC resident enterprise classification for tax purposes may apply, it is also possible that the rules may change in the future, possibly\nwith retroactive effect. For a detailed description of the potential government regulations facing the Company associated with our operations\nin Hong Kong, please refer to “Government and Industry Regulations –China.”

We and our shareholders\nface uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.

On February 3, 2015, the State\nAdministration of Taxation issued an Announcement on Several Issues Concerning Enterprise Income Tax on Income Arising from Indirect Transfers\nof Property by Non-PRC Resident Enterprises, or Announcement 7, with the same effective date. Under Announcement 7, an “indirect\ntransfer” refers to a transaction where a non-resident enterprise transfers its equity interest and other similar interest in an\noffshore holding company, which directly or indirectly holds Chinese taxable assets (the assets of an “establishment or place”\nsituated in China; real property situated in China and equity interest in Chinese resident enterprises) and any indirect transfer without\nreasonable commercial purposes are subject to the PRC taxation. In addition, Announcement 7 specifies the conditions under which an indirect\ntransfer is deemed to lack a reasonable commercial purpose which include: (1) 75% or more of the value of the offshore holding company’s\nequity is derived from Chinese taxable assets, (2) anytime in the year prior to the occurrence of the indirect transfer of Chinese taxable\nassets, 90% or more of the total assets (excluding cash) of the offshore holding company are direct or indirect investments in China,\nor 90% or more of the revenue of the offshore holding company was sourced from China; (3) the functions performed and risks assumed by\nthe offshore holding company(ies), although incorporated in an offshore jurisdiction to conform to the corporate law requirements there,\nare insufficient to substantiate their corporate existence and (4) the foreign income tax payable in respect of the indirect transfer\nis lower than the Chinese tax which would otherwise be payable in respect of the direct transfer if such transfer were treated as a direct\ntransfer. As a result, gains derived from such indirect transfer will be subject to PRC enterprise income tax, currently at a tax rate\nof 10%.

Announcement 7 grants a safe\nharbor under certain qualifying circumstances, including transfers in the public securities market and certain intragroup restricting\ntransactions, however, there is uncertainty as to the implementation of Announcement 7. For example, Announcement 7 requires the buyer\nto withhold the applicable taxes without specifying how to obtain the information necessary to calculate taxes and when the applicable\ntax shall be submitted. Announcement 7 may be determined by the tax authorities to be applicable to our offshore restructuring transactions\nor sale of the shares of our offshore subsidiary where non-resident enterprises, being the transferors, were involved. Though Announcement\n7 does not impose a mandatory obligation of filing the report of taxable events, the transferring party shall be subject to PRC withholding\ntax if the certain tax filing conditions are met. Non-filing may result in an administrative penalty varying from 50% to 300% of unpaid\ntaxes. As a result, we and our non-resident enterprises in such transactions may become at risk of being subject to taxation under Announcement\n7, and may be required to expend valuable resources to comply with Announcement 7 or to establish that we and our non-resident enterprises\nshould not be taxed under Announcement 7, for any restructuring or disposal of shares of our offshore subsidiary, which may have a material\nadverse effect on our financial condition and results of operations.

PRC\nlaws and regulations have established more complex procedures for certain acquisitions of Chinese companies by foreign investors, which\ncould make it more difficult for us to pursue growth through acquisitions in China.

Further to the Regulations\non Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the New M&A Rules, the Anti-monopoly Law of the PRC,\nthe Rules of Ministry of Commerce on Implementation of Security Review System of Mergers and Acquisitions of Domestic Enterprises by Foreign\nInvestors promulgated by MOFCOM or the MOFCOM Security Review Rules, was issued in August 2011, which established additional procedures\nand requirements that are expected to make merger and acquisition activities in China by foreign investors more time-consuming and complex,\nincluding requirements in some instances that MOFCOM be notified in advance of any change of control transaction in which a foreign investor\ntakes control of a PRC enterprise, or that the approval from MOFCOM be obtained in circumstances where overseas companies established\nor controlled by PRC enterprises or residents acquire affiliated domestic companies. PRC laws and regulations also require certain merger\nand acquisition transactions to be subject to merger control review and or security review.

The MOFCOM Security Review\nRules, effective from September 1, 2011, which implement the Notice of the General Office of the State Council on Establishing the Security\nReview System for Mergers and Acquisitions of Domestic Enterprises by Foreign Investors promulgated on February 3, 2011, further provide\nthat, when deciding whether a specific merger or acquisition of a domestic enterprise by foreign investors is subject to the security\nreview by MOFCOM, the principle of substance over form should be applied and foreign investors are prohibited from bypassing the security\nreview requirement by structuring transactions through proxies, trusts, indirect investments, leases, loans, control through agreements\ncontrol or offshore transactions.

Further, if the business of\nany target company that the combined company seeks to acquire falls into the scope of security review, the combined company may not be\nable to successfully acquire such company either by equity or asset acquisition, capital contribution or through any contractual agreements.\nThe combined company may grow its business in part by acquiring other companies operating in its industry. Complying with the requirements\nof the relevant regulations to complete such transactions could be time consuming, and any required approval processes, including approval\nfrom MOFCOM, may delay or inhibit its ability to complete such transactions, which could affect our ability to maintain or expand our\nmarket share.

In addition, SAFE promulgated\nthe Circular on the Settlement of Foreign Currency Capital of Foreign-invested Enterprises, or Circular 19, on June 1, 2015. Under Circular\n19, registered capital of a foreign-invested company settled in RMB converted from foreign currencies may only be used within the business\nscope approved by the applicable governmental authority and the equity investments in the PRC made by the foreign-invested company shall\nbe subject to the relevant laws and regulations about the foreign-invested company’s reinvestment in the PRC. In addition, foreign-invested\ncompanies cannot use such capital to make the investments in securities, and cannot use such capital to issue the entrusted RMB loans\n(except approved in its business scope), repay the RMB loans between the enterprises and the ones which have been transferred to the third\nparty. Circular 19 may significantly limit our ability to effectively use the proceeds from future financing activities as the Chinese\nsubsidiaries may not convert the funds received from us in foreign currencies into RMB, which may adversely affect their liquidity and\nour ability to fund and expand our business in the PRC.

SAFE issued the Circular on\nReforming and Regulating Policies on the Control over Foreign Exchange Settlement of Capital Accounts (“Circular 16”), on\nJune 9, 2016, which became effective simultaneously. Pursuant to Circular 16, enterprises registered in the PRC may also convert their\nforeign debts from foreign currency to RMB on a self-discretionary basis. Circular 16 provides an integrated standard for conversion of\nforeign exchange under capital account items (including but not limited to foreign currency capital and foreign debts) on a self-discretionary\nbasis which applies to all enterprises registered in the PRC. Circular 16 reiterates the principle that RMB converted from foreign currency-denominated\ncapital of a company may not be directly or indirectly used for purpose beyond its business scope or prohibited by PRC Laws or regulations,\nwhile such converted RMB shall not be utilized as loans to its non-affiliated entities. As Circular 16 is newly issued and SAFE has not\nprovided detailed guidelines with respect to its interpretation or implementation, it is uncertain how these rules will be interpreted\nand implemented.

Failure to comply with\nPRC regulations regarding the registration requirements for employee stock ownership plans or share option plans may subject the PRC plan\nparticipants or us to fines and other legal or administrative sanctions.

Pursuant to SAFE Circular\n37, PRC residents who participate in share incentive plans in overseas non-publicly-listed companies may submit applications to SAFE or\nits local branches for the foreign exchange registration with respect to offshore special purpose companies. In the meantime, our directors,\nexecutive officers and other employees who are PRC citizens or who are non-PRC residents residing in the PRC for a continuous period of\nnot less than one year, subject to limited exceptions, and who have been granted incentive share awards by us, may follow the Notices\non Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan of Overseas Publicly-Listed\nCompany, or 2012 SAFE notices, promulgated by the SAFE in 2012. Pursuant to the 2012 SAFE notices, PRC citizens and non-PRC citizens who\nreside in China for a continuous period of not less than one year who participate in any stock incentive plan of an overseas publicly\nlisted company, subject to a few exceptions, are required to register with SAFE through a domestic qualified agent, which could be the\nPRC subsidiaries of such overseas listed company, and complete certain other procedures. In addition, an overseas entrusted institution\nmust be retained to handle matters in connection with the exercise or sale of stock options and the purchase or sale of shares and interests.\nOur executive officers and other employees who are PRC citizens or who reside in the PRC for a continuous period of not less than one\nyear and who have been granted options will be subject to these regulations. It is unclear if these regulations will be expanded to include\nHong Kong residents or citizens. Failure to complete the SAFE registrations may subject them to fines, and legal sanctions and may also\nlimit our ability to contribute additional capital into our Hong Kong subsidiary and limit our Hong Kong subsidiary’s ability to\ndistribute dividends to us if Hong Kong residents or citizens are covered under these PRC regulations. We also face regulatory uncertainties\nthat could restrict our ability to adopt additional incentive plans for our directors, executive officers and employees under PRC law.

The SAT has issued certain\ncirculars concerning employee share options and restricted shares. Under these circulars, employees working in China who exercise share\noptions or are granted restricted shares will be subject to PRC individual income tax. It is unclear whether these regulations will be\nexpanded in the future to cover our employees in Hong Kong. Our Hong Kong subsidiary may become obligated to file documents related to\nemployee share options or restricted shares with relevant tax authorities and to withhold individual income taxes of those employees who\nexercise their share options. If our employees fail to pay or we fail to withhold their income taxes according to relevant laws and regulations,\nwe may face sanctions imposed by the tax authorities or other PRC governmental authorities.

If we become directly\nsubject to the recent scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have to expend significant\nresources to investigate and resolve the matter which could harm our business operations and our reputation and could result in a loss\nof your investment in our shares, especially if such matter cannot be addressed and resolved favorably.

U.S. public companies that\nhave substantially all of their operations in China have been the subject of intense scrutiny, criticism and negative publicity by investors,\nfinancial commentators and regulatory agencies, such as the SEC. Much of the scrutiny, criticism and negative publicity has centered around\nfinancial and accounting irregularities, a lack of effective internal controls over financial accounting and reporting, inadequate corporate\ngovernance policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result of the scrutiny, criticism and\nnegative publicity, the publicly traded stock of many U.S. listed Chinese companies has sharply decreased in value and, in some cases,\nhas become virtually worthless. Many of these companies are now subject to shareholder lawsuits and SEC enforcement actions and are conducting\ninternal and external investigations into the allegations. It is not clear what effect this sector-wide scrutiny, criticism and negative\npublicity will have on our company and our business. If we become the subject of any unfavorable allegations, whether such allegations\nare proven to be true or untrue, we may have to expend significant resources to investigate such allegations and/or defend the Company.\nThis situation may be a major distraction to our management. If such allegations are not proven to be groundless, our Company and business\noperations will be severely hampered and your investment in our stock could be rendered worthless.

In addition, major issues\nwith other U.S. listed Chinese companies in the future, could have a negative effect on the value of your investment, even though the\nCompany is not involved.

It may be difficult\nfor stockholders to enforce any judgment obtained in the United States against us, which may limit the remedies otherwise available to\nour stockholders.

Substantially all of our assets\nare located in Hong Kong. Moreover, our current directors and officers are Hong Kong/Chinese nationals. All or a substantial portion of\ntheir assets are located outside the United States. As a result, it may be difficult for our stockholders to effect service of process\nwithin the United States upon our subsidiary or any individuals. In addition, there is uncertainty as to whether the\ncourts of Hong Kong or the PRC would recognize or enforce judgments of U.S. courts obtained against us or our officers and/or directors predicated\nupon the civil liability provisions of Hong Kong against us or such persons predicated upon the securities laws of\nthe United States or any state thereof. It is unclear if extradition treaties now in effect between the United States and the PRC would\npermit effective enforcement against us or our officers and directors of criminal penalties under the United States Federal securities\nlaws or otherwise.

Risks Relating to Securities Markets and Investment\nin Our Stock

There is not now and\nthere may not ever be an active market for our Common Stock. There are restrictions on the transferability of these securities.

There currently is no active\nmarket for our Common Stock and, except as otherwise described herein, we have no plans to file any registration statement or otherwise\nattempt to create a market for the shares. Even if an active market develops for the shares, Rule 144, which provides for an exemption\nfrom the registration requirements under the Securities Act under certain conditions, requires, among other conditions, a holding period\nprior to the resale (in limited amounts) of securities acquired in a non-public offering without having to satisfy the registration requirements\nunder the Securities Act. There can be no assurance that we will fulfill any reporting requirements in the future under the Exchange Act\nor disseminate to the public any current financial or other information concerning us, as is required by Rule 144 as part of the conditions\nof its availability.

Our common stock is\nsubject to the “penny stock” rules of the sec and the trading market in our securities is limited, which makes transactions\nin our stock cumbersome and may reduce the value of an investment in our stock.

Under U.S. federal securities\nlegislation, our common stock will constitute “penny stock”. Penny stock is any equity security that has a market price of\nless than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require\nthat a broker or dealer approve a potential investor’s account for transactions in penny stocks, and the broker or dealer receive\nfrom the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.\nIn order to approve an investor’s account for transactions in penny stocks, the broker or dealer must obtain financial information\nand investment experience objectives of the person, and make a reasonable determination that the transactions in penny stocks are suitable\nfor that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions\nin penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by\nthe Commission relating to the penny stock market, which, in highlight form sets forth the basis on which the broker or dealer made the\nsuitability determination. Brokers may be less willing to execute transactions in securities subject to the “penny stock”\nrules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.\nDisclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about\nthe commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights\nand remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing\nrecent price information for the penny stock held in the account and information on the limited market in penny stocks.

We are a controlled\ncompany subject to the control of Lo Wai Lin, our Chief Financial Officer, Secretary and Director. Mr. Lo, together with\nour other insiders beneficially own a significant portion of our stock, and accordingly, have control over stockholder matters, our business\nand management.

Under NASDAQ stock exchange\nrule 5615(c)(1), a “controlled company” is defined as a “company of which more than 50% of the voting power for the\nelection of directors is held by an individual, a group or another company.” As of the date of this registration statement, Lo Wai\nLin beneficially owns 10,557,936 shares of our common stock, or approximately 83% of our issued and outstanding shares of common stock.\nAs a result, Mr. Lo will have significant influence to:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	·	Elect or defeat the election of our directors;
	·	Amend or prevent amendment of our articles of incorporation or bylaws;
	·	effect or prevent a merger, sale of assets or other corporate transaction; and
	·	affect the outcome of any other matter submitted to the stockholders for vote.

Moreover, because of the significant\nownership position held by our management team, new investors may not be able to effect a change in our business or management, and therefore,\nshareholders would have no recourse as a result of decisions made by management. In addition, sales of significant amounts of shares held\nby our management team, or the prospect of these sales, could adversely affect the market price of our common stock. Our management team’s\nstock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which\nin turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

State securities laws\nmay limit secondary trading, which may restrict the states in which and conditions under which you can sell the shares offered by this\nregistration statement.

Secondary trading in common\nstock sold in this offering will not be possible in any state until the common stock is qualified for sale under the applicable securities\nlaws of the state or there is confirmation that an exemption, such as listing in certain recognized securities manuals, is available for\nsecondary trading in the state. If we fail to register or qualify, or to obtain or verify an exemption for the secondary trading of, the\ncommon stock in any particular state, the common stock could not be offered or sold to, or purchased by, a resident of that state. In\nthe event that a significant number of states refuse to permit secondary trading in our common stock, the liquidity for the common stock\ncould be significantly impacted thus causing you to realize a loss on your investment.

The Company does not intend\nto seek registration or qualification of its shares of common stock the subject of this offering in any State or territory of the United\nStates. Aside from a “secondary trading” exemption, other exemptions under state law and the laws of US territories may be\navailable to purchasers of the shares of common stock sold in this offering,

Anti-takeover effects\nof certain provisions of Nevada state law hinder a potential takeover of our company.

Though not now, in the future\nwe may become subject to Nevada’s control share law. A corporation is subject to Nevada’s control share law if it has more\nthan 200 stockholders, at least 100 of whom are stockholders of record and residents of Nevada, and it does business in Nevada or through\nan affiliated corporation. The law focuses on the acquisition of a “controlling interest” which means the ownership of outstanding\nvoting shares sufficient, but for the control share law, to enable the acquiring person to exercise the following proportions of the voting\npower of the corporation in the election of directors:

(i) one-fifth or more but\nless than one-third, (ii) one-third or more but less than a majority, or (iii) a majority or more. The ability to exercise such voting\npower may be direct or indirect, as well as individual or in association with others.

The effect of the control\nshare law is that the acquiring person, and those acting in association with it, obtains only such voting rights in the control shares\nas are conferred by a resolution of the stockholders of the corporation, approved at a special or annual meeting of stockholders. The\ncontrol share law contemplates that voting rights will be considered only once by the other stockholders. Thus, there is no authority\nto strip voting rights from the control shares of an acquiring person once those rights have been approved. If the stockholders do not\ngrant voting rights to the control shares acquired by an acquiring person, those shares do not become permanent non-voting shares. The\nacquiring person is free to sell its shares to others. If the buyers of those shares themselves do not acquire a controlling interest,\ntheir shares do not become governed by the control share law.

If control shares are accorded\nfull voting rights and the acquiring person has acquired control shares with a majority or more of the voting power, any stockholder of\nrecord, other than an acquiring person, who has not voted in favor of approval of voting rights is entitled to demand fair value for such\nstockholder’s shares.

In addition to the control\nshare law, Nevada has a business combination law which prohibits certain business combinations between Nevada corporations and “interested\nstockholders” for three years after the “interested stockholder” first becomes an “interested stockholder,”\nunless the corporation’s board of directors approves the combination in advance. For purposes of Nevada law, an “interested\nstockholder” is any person who is (i) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of\nthe outstanding voting shares of the corporation, or (ii) an affiliate or associate of the corporation and at any time within the three\nprevious years was the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares\nof the corporation. The definition of the term “business combination” is sufficiently broad to cover virtually any kind of\ntransaction that would allow a potential acquirer to use the corporation’s assets to finance the acquisition or otherwise to benefit\nits own interests rather than the interests of the corporation and its other stockholders.

The effect of Nevada’s\nbusiness combination law is to potentially discourage parties interested in taking control of our company from doing so if it cannot obtain\nthe approval of our board of directors.

Because we do not intend\nto pay any cash dividends on our common stock, our stockholders will not be able to receive a return on their shares unless they sell\nthem.

We intend to retain any future\nearnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our common stock\nin the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they\nsell them. Stockholders may never be able to sell shares when desired. Before you invest in our securities, you should be aware that there\nare various risks. You should consider carefully these risk factors, together with all of the other information included in this annual\nreport before you decide to purchase our securities. If any of the following risks and uncertainties develop into actual events, our business,\nfinancial condition or results of operations could be materially adversely affected.

Our stock may be subject\nto substantial price and volume fluctuations due to a number of factors, many of which are beyond our control and may prevent our stockholders\nfrom reselling our Common Stock at a profit.

The market prices for our\nsecurities may be volatile and may fluctuate substantially due to many factors, including:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	·	market conditions in the business marketing services and NFT services sectors or the economy as a whole;
	·	price and volume fluctuations in the overall stock market;
	·	announcements of the introduction of new products and services by us or our competitors;
	·	actual fluctuations in our quarterly operating results, and concerns by investors that such fluctuations may occur in the future;
	·	deviations in our operating results from the estimates of securities analysts or other analyst comments;
	·	additions or departures of key personnel;
	·	legislation, including measures affecting e-commerce or infrastructure development; and
	·	developments concerning current or future strategic collaborations.

ITEM 1B. Unresolved Staff\nComments.

As a “smaller reporting\ncompany”, we are not required to provide the information required by this Item.

ITEM 1C. CYBERSECURITY.

Cybersecurity Risk Management and Strategy

After the launch of our pilot\nprogram and platform, we expect to develop and implement a advertising risk management program intended to protect the confidentiality,\nintegrity, and availability of our critical systems and information.

Our cybersecurity risk management\nprogram will be aligned to the Company's business strategy. It will share common methodologies, reporting channels and governance processes\nthat apply to the other areas of enterprise risk, including legal, compliance, strategic, operational, and financial risk. Key elements\nof our cybersecurity risk management program are expected to include:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	·	risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise information technology environment;
	·	a security team principally responsible for managing our cybersecurity risk assessment processes and our response to cybersecurity incidents;
	·	the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security procedures;
	·	training and awareness programs for team members that include periodic and ongoing assessments to drive adoption and awareness of cybersecurity processes and procedures;
	·	a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and
	·	a third-party risk management process for service providers, suppliers, and vendors.

In the last two fiscal years,\nthe Company has not experienced any material cybersecurity incidents. For a discussion of whether and how any risks from cybersecurity\nthreats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially\naffect us, including our business strategy, results of operations or financial condition, refer to Item 1A. Risk Factors - “Cybersecurity breaches, system disruptions, or unauthorized access to our billboard platform and mobile advertising platforms and data could severely impair our ad-delivery infrastructure, damage our reputation, and harm our financial results”, which is incorporated by\nreference into this Item 1C.

Cybersecurity Governance

The Board regularly receives\nreports from our executive officers and third parties on cybersecurity matters. In addition, the Board receives reports addressing cybersecurity\nas part of our overall enterprise risk management program and to the extent cybersecurity matters are addressed in regular business updates.

Management is responsible\nfor developing cybersecurity programs, including as may be required by applicable law or regulation. These individuals' expertise in IT\nand cybersecurity generally has been gained from a combination of education, including relevant degrees and/or certifications, and prior\nwork experience. They are informed by their respective cybersecurity teams about, and monitor, the prevention, detection, mitigation and\nremediation of cybersecurity incidents as part of the cybersecurity programs described above.

ITEM 2. Properties.

Our corporate and executive\noffice is located at 1901, The World Trade Centre, 280 Gloucester Road, Causeway Bay, Hong Kong, China, telephone number +852 3703 9249.\nThe premises are subject to a three-year Tenancy Agreement commencing on August 15, 2024 and ending on August 14, 2027. The base monthly\nrent for the premises is USD$18,876.92. The foregoing description of the Tenancy Agreement between Market Century Global Limited and ASN\nis qualified in its entirety by the terms of the Tenancy Agreement attached hereto and incorporated herein as Exhibit 10.4.

We believe that our current\nfacilities are adequate for our current needs. We expect to secure new facilities or expand existing facilities as necessary to support\nfuture growth. We believe that suitable additional space will be available on commercially reasonable terms as needed to accommodate our\noperations.

ITEM 3. Legal Proceedings.

There are no material pending\nlegal proceedings to which we or our subsidiaries are a party or to which any of our or their property is subject, nor are there any such\nproceedings known to be contemplated by governmental authorities. None of our directors, officers, affiliates or any owner of record or\nbeneficially of more than 5% of our common stock, or any associate of any of the foregoing, is involved in a proceeding adverse to our\nbusiness or has a material interest adverse to our business.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

PART II

ITEM 5. Market for Registrant’s\nCommon Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

(a) Market Information.

Shares of our common stock\nare quoted on the OTC Pink under the symbol “ZICX”. As of October 1, 2026, the last closing price of our securities was $0.06.

The following table sets forth,\nfor the fiscal quarters indicated, the high and low bid information for our common stock, as reported on the Pink Sheets. The following\nquotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Low		High
Fiscal 2026
Quarter ended 3/31/2026	$	0.1818		$	2.9400
Quarter ended 12/31/2025	$	1.2100		$	5.0000
Quarter ended 9/30/2025	$	3.0000		$	6.5000
Quarter ended 6/30/2025	$	0.0051		$	0.0150

Fiscal 2025
Quarter ended 3/31/2025	$	0.0025		$	0.0350
Quarter ended 12/31/2024	$	0.0018		$	0.0030
Quarter ended 9/30/2024	$	0.0022		$	0.0048
Quarter ended 6/30/2024	$	0.0015		$	0.0024

(b) Approximate Number of Holders of Common Stock

As of October 1, 2026, there\nwere approximately 305 shareholders of record of our common stock. Such number does not include any shareholders holding shares in nominee\nor “street name”.

Holders of our common stock\nare entitled to receive such dividends as may be declared by our board of directors. We paid no dividends during the periods reported\nherein, nor do we anticipate paying any dividends in the foreseeable future.

(d) Equity Compensation Plan Information

The\ninformation in the section entitled “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT” is incorporated herein.

(e) Recent Sales of Unregistered Securities

On June 7, 2024, The William\nA. Petty Living Trust (“Seller”) and Lo Wai Lin (“Purchaser”) entered into that certain Stock Purchase Agreement\n(the “Stock Purchase Agreement”) pursuant to which Seller agreed to sell, and Purchaser agreed to purchase, 100,000,000 shares\nof Series A Preferred Stock (the “Preferred A Shares”) of Zicix Corporation, a Nevada corporation (the “Corporation”)\n(representing 10,000 shares of Preferred A Shares on a post Reverse Split basis). Each share of the Series A Preferred Stock is convertible\ninto 1000 shares of common stock, and holders of the Series A Preferred Stock are entitled to vote together with holders of the Common\nStock on all matters submitted to a vote of the Common Stock holders. The sale and purchase transaction closed on June 15, 2024. As a\nresult, a change in control of the Corporation occurred with the Purchaser becoming the controlling shareholder of the Corporation. The\nPurchaser is not a U.S. Person within the meaning of Regulations S. Accordingly, the securities were sold pursuant to the exemption provided\nby Section 4(a)(2) of the Securities Act of 1933, as amended, Regulation D and Regulation S promulgated thereunder.

Effective on the closing,\nEllaire Petty, the sole executive officer and director of the Corporation resigned from all of her positions with the Corporation and\nthe following individuals were appointed to the positions set forth next to their names:

\n \n \n \n \n \n \n \n \n \n \n \n \n

Name		Position
THONG Wai Ping Kenneth		Chief Executive Officer, Director
LO Wai Lin		Chief Financial Officer, Secretary, and Director
LAI Chi Kwan Thomas		Director

Effective July 23, 2024, THONG Wai Ping Kenneth\nresigned from all of his positions with the Corporation and WU XuLiang was appointed to fill all vacancies created by Mr. THONG’s\ndeparture, and Wan Yuk Chee was appointed to serve as the Secretary to replace LO Wai Lin. Effective February 6, 2025, WU XuLiang resigned\nfrom his positions and Edwin Kai Ip Li was appointed to serve as the Chief Executive Officer and Director of the Corporation.

The foregoing description of the Stock Purchase\nAgreement is not complete and is qualified in its entirety by reference to the complete text of the Stock Purchase Agreement, which is\nincorporated herein by reference and attached hereto as Exhibit 10.1.

Acquisition of ASN Zone One Limited

ASN, with its headquarters\nin Dubai, is dedicated to delivering a powerful Global Storage Network Platform, enabling businesses to optimize their logistics processes\nthrough a single platform, offering a variety of services, including Air Cargo, International Warehouse and Storage Box, Transportation.\nBy leveraging its extensive network in Asia, Europe, and partners in Middle East , it provides end-to-end solutions that empower its clients\nto achieve their global expansion objectives. As a result, of the acquisition of ASN, the Corporation entered into the storage network\nbusiness.

ITEM 6. RESERVED.

ITEM 7. Management's\nDiscussion and Analysis of Financial Condition and Results of Operations.

This discussion summarizes\nthe significant factors affecting the operating results, financial condition, liquidity and cash flows of the Company and its subsidiary\nfor the fiscal years ended March 31, 2026, and 2025. The discussion and analysis that follows should be read together with the section\nentitled “Cautionary Note Concerning Forward-Looking Statements” and our consolidated financial statements and the notes to\nthe consolidated financial statements included elsewhere in this annual report on Form 10-K.

Except for historical information,\nthe matters discussed in this section are forward looking statements that involve risks and uncertainties and are based upon judgments\nconcerning various factors that are beyond the Company’s control. Consequently, and because forward-looking statements are inherently\nsubject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the\nforward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report.

Currency and exchange rate

Unless otherwise noted, all\ncurrency figures quoted as “U.S. dollars”, “dollars” or “US$” refer to the legal currency of the United\nStates. References to “Hong Kong Dollar” are to the Hong Kong Dollar, the legal currency of the Hong Kong Special Administrative\nRegion of the People’s Republic of China. Throughout this report, assets and liabilities of the Company’s subsidiary are translated\ninto U.S. dollars using the exchange rate on the balance sheet date. Revenue and expenses are translated at average rates prevailing during\nthe period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate\ncomponent of accumulated other comprehensive income within the statement of stockholders’ equity.

Numerical information in this report is presented\non a rounded basis using actual amounts. Minor differences in totals and percentage calculations may exist due to rounding.

Overview.

We are not required to obtain\npermission from the Chinese authorities to operate or to issue securities to foreign investors.

ZICX is a Nevada holding\ncompany that through its subsidiary provides technology driven digital marketing and advertising solutions. ZICX conducts its business\nthrough its wholly owned subsidiary, ASN Zone One Limited, a company registered in Hong Kong (“ASN”). ASN began operations\nin Hong Kong on September 2, 2022, and was engaged in the storage network business. It was dedicated to developing a platform that would\nenable businesses to optimize their logistics processes through a single platform. In attempting to develop its platform, ASN encountered\nmarket challenges that adversely affected the Hong Kong logistics business as a whole including limited cost-effective land supply for\nlogistics uses, including modern well-located warehouses, government land reclamation and re-zoning efforts, inadequate infrastructure\nsupport, high land, labor, energy, and vehicle costs, disruption in US-China trade, and uncertain global trade policies, trade wars and\ntariffs. In light of these challenges, ASN elected to suspend development of its logistics platform and transitioned to developing a marketing\nand advertising platform in November 2024.

ASN’s current core\noffering is an “AI-Enabled Global Network Marketing and Advertising Platform,” which integrates cutting-edge hardware (e.g.,\nnaked eye 3D LED displays) with smart software systems to deliver end-to-end services for clients’ global business expansion. ASN\nbegan operations on September 02, 2022, and operates in Hong Kong. ASN currently is speaking with potential clients such as media outlets\nin Hong Kong and China to convert some of the outdoor advertising from 2D to 3D. ASN intends to focus on extending its reach to the Middle\nEast by the end of 2026. Thereafter as financing permits, ASN hopes to expand to North Africa, US, Europe, and Asia.

We are a development stage\ncompany.

We reported a net loss of\n$1,388,179 and $3,294,418 for the years ended March 31, 2026 and 2025, respectively. We had current assets of $507,486 and current liabilities\nof $3,233,629 as of March 31, 2026. As of March 31, 2025, our current assets and current liabilities were $797,204 and $1,520,407, respectively.

Our financial statements\nfor the years ended March 31, 2026, and 2025 have been prepared assuming that we will continue as a going concern. Our continuation as\na going concern is dependent upon improving our profitability and the continuing financial support from our stockholders and external\nfund-raising through private placements. Our sources of capital in the past have included the sale of equity securities, which include\ncommon stock sold in private transactions and public offerings, capital leases and short-term and long-term debts.

Results\nof Operations.

The following table sets forth\nkey components of our results of operations for the years ended March 31, 2026 and 2025.

	2026		2025	variance		variance
	US$		US$	US$		%
Revenues, net		730,563			70,068		660,495		943%

Cost of revenue		(480,461	)		(15,170	)	(465,291	)	3,067%

Gross profit		250,102			54,898		195,204		356%

Operating expenses:
Impairment loss on accounts receivable		(430,027	)		–		(430,027	)	100%
General and administrative expenses		(1,326,751	)		(864,406	)	(462,345	)	53%
Total operating expenses		(1,756,778	)		(864,406	)	(892,372	)	103%
Loss from continuing operations		(1,506,676	)		(809,508	)	(697,168	)	86%

Other income (expense):
Interest income		–			133		(133	)	(100%	)
Impairment loss on goodwill		–			(1,376,083	)	1,376,083		(100%	)
Interest expenses on bonds payable, convertible debts and promissory note		(423,902	)		(265,144	)	(158,758	)	60%
Interest on lease liabilities		(38,063	)		(14,678	)	(23,385	)	159%
Change in fair value of convertible debts and promissory note		567,656			(53,814	)	621,470		(1,155%	)
Sundry income		12,806			71,910		(59,104	)	(82%	)
Total other income (expenses), net		118,497			(1,637,676	)	1,756,173		107%
Loss before income taxes from continuing operations		(1,388,179	)		(2,447,184	)	1,059,005		(43%	)
Income tax expense		–			–		–		–
Net loss from continuing operation		(1,388,179	)		(2,447,184	)	1,059,005		(43%	)
Discontinued operations
Net loss from discontinued operations, net of tax		–			(847,234	)	847,234		(100%	)
Net loss		(1,388,179	)		(3,294,418	)	1,906,239		58%

Revenue

Our overall revenue increased\nby approximately $660,495, to $730,563 for the year ended March 31, 2026, from $70,068 for the year ended March 31, 2025. The growth primarily\nfrom acquiring of ASN, the revenue is generated from product sales and cloud services for the year ended March 31, 2026.

The following table summarizes\nrevenue from contracts with customers, disaggregated by revenue source, for the years ended March 31, 2026 and 2025:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Year Ended March 31,
	2026		2025	variance		variance
	US$		US$	US$		%
Revenue
Product sales		300,536			70,068		230,468	329%
Cloud consulting services		430,027			–		430,027	100%
Total revenue		730,563			70,068		660,495	943%

Revenue

Product sales

The revenue amounted to $300,536\nfor the year ended March 31, 2026, which represented the sales of LED carriage boxes, air cargo pallets and components. The increase mainly\nresulted from the acquisition of ASN.

Cloud consulting services

The revenue amounted to $430,027\nfor the year ended March 31, 2026, which represented the cloud consulting services income. The increase mainly resulted from the acquisition\nof ASN.

Cost of revenue

The following table sets forth\nthe breakdown of our cost of revenue for the years ended March 31, 2026 and 2025:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Year Ended March 31,
	2026		2025	variance		variance
	US$		US$	US$		%

Cost of services rendered		407,860			–		407,860		100%
Cost of goods sold		72,601			–		72,601		100%
Delivery cost		–			15,170		(15,170	)	(100%	)
Total cost of revenue		480,461			15,170		465,291		3,067%

The cost of revenue amounted\nto $480,461 for the year ended March 31, 2026, which represented the cost of goods sold of air cargo pallets and cost of services rendered\nof cloud consulting services. The increase mainly resulted from the new business segment.

Gross profit and gross\nprofit margin

Our total gross profit was\n$250,102 for the year ended March 31, 2026, as compared to $54,898 for the year ended March 31, 2025, an increase of $195,204. The increase\nin total gross profit was primarily due to the new business segment.

General and administrative\nexpenses

General and\nadministrative expenses mainly consist of legal and professional fees, payroll expenses and other miscellaneous administrative\nexpenses. The Company incurred general and administrative expenses of $1,326,751 for the year ended March 31, 2026, compared to\n$864,406 for the year ended March 31, 2025, an increase of $462,345 or 103%. The increase in general and administrative expenses was\nprimarily due to an increase in business consulting fees about Dubai operations and business development advisory fees and legal and\nprofessional fees of $420,000.

Other income (expense)

Our other income (expense)\nprimarily included interest income, impairment of goodwill, interest expenses on bonds payable, convertible debts and promissory note,\ninterest on lease liabilities and change in fair value of convertible debts and promissory note. The following sets forth the breakdown\nof our other expense, net:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2026		2025	variance		variance
	US$		US$	US$		%

Interest income		–			133		(133	)	(100%	)
Impairment loss on goodwill		–			(1,376,083	)	1,376,083		(100%	)
Interest expenses on bonds payable, convertible debts and promissory note		(423,902	)		(265,144	)	(158,758	)	60%
Interest on lease liabilities		(38,063	)		(14,678	)	(23,385	)	159%
Change in fair value of convertible debts and promissory note		567,656			(53,814	)	621,470		(1,155%	)
Sundry income		12,806			71,910		(59,104	)	(82%	)

Total other income (expenses), net		118,497			(1,637,676	)	1,756,173		107%

For the year ended March 31,\n2026, other income (expenses), net, decreased by $1,756,173. Such a decrease was mainly resulting from the other expenses such as impairment\nloss on goodwill, interest expenses on bonds payable, convertible debts and promissory note, change in fair value of convertible debts\nand promissory note during the year ended March 31, 2026.

Income tax expense

We did not incur income tax\nexpense for the years ended March 31, 2026 and 2025.

Net loss from continuing\noperations, net of tax

The net loss from continuing\noperations decreased to $1,388,179 for the year ended March 31, 2026, as compared to net loss $2,447,184 for the year ended March 31,\n2025. The decrease in loss was mainly due to decrease other expenses, as explained above.

Net loss from discontinued\noperations

The net loss from discontinued\noperations decreased to $0 for the year ended March 31, 2026, compared to a net loss of $847,234 for the year ended March 31, 2025. The\ndiscontinued operations were completed closed down during 2026.

Liquidity and Capital Resources

As of March 31, 2026, we\nhad cash and cash equivalents of $0.

As of March 31, 2026, we\nhad working capital deficit of $2,726,143 and an accumulated deficit of $5,702,252. Our material cash requirements are highly dependent\nupon the additional financial support from our stockholders in the next 12 - 18 months.

For the year ended March\n31, 2026, we incurred an operating loss of $1,388,179 and reported a working capital deficit of $2,726,143 and accumulated deficit of\n$5,702,252. Since March 2026, we have experienced temporary cessation of Dubai business operations due to an inability to execute the\nscheduled product shipments to our regional distribution hub in Dubai, resulting from regional supply chain and transit disruptions caused\nby U.S.-Iraq conflict. As of March 31, 2026, our bank accounts had been suspended, resulting in no cash balances, also certain overdue\nconvertible debts totaling approximately $326,700 (principal and unpaid interest) were in default. We have funded its operations and capital\nexpenditure primarily through financial support from our stockholders and directors. Our continuation as a going concern is dependent\nupon improving profitability, securing continued financial support from our stockholders or raising additional capital through external\nfund-raising, such as, private placements. Management believes the existing stockholders will provide additional cash to meet with our\nobligations as they become due. However, there is no assurance that we will be successful in securing sufficient funds to sustain the\noperations.

Management is actively negotiating\nwith holders of convertible debts and note totaling approximately $947,000 to restructure or extend repayment terms. These negotiations\ninclude discussions on potential debt-to-equity conversions, revised maturity schedules, and partial settlements to alleviate immediate\nliquidity pressure. While some binding agreements have been finalized as of the date of this filing, management believes that constructive\nprogress has been made and that creditors are receptive to restructuring proposals.

These raise substantial doubt\nabout our ability to continue as a going concern. These consolidated financial statements do not include any adjustments\nto reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company\nnot being able to continue as a going concern.

Cash Flows

The following summarizes the\nkey component of our cash flows for the years ended March 31, 2026 and 2025:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n


	Years Ended March 31,
	2026		2025
Net cash used in operating activities – continuing operations	$	(162,661	)	$	(523,964	)
Net cash used in operating activities – discontinued operations	$	–		$	(313,839	)
Net cash used in investing activities – continuing operations	$	–		$	(15,953	)
Net cash provided by investing activities – discontinued operations	$	–		$	31,490
Net cash provided by financing activities – continuing operations	$	94,542		$	916,506
Net cash provided by financing activities – discontinued operations	$	–		$	–
Foreign currency translation adjustment	$	(21,861	)	$	(4,260	)
Net change in cash and cash equivalents	$	(89,980	)	$	89,980
Cash and cash equivalents at the beginning of the year	$	89,980		$	–
Cash and cash equivalents at the end of the year	$	–		$	89,980

Operating Activities

Net Cash Used in Operating\nActivities – Continuing operations

For the year ended March\n31, 2026, net cash used in operating activities in continuing operations was $162,661, which consisted primarily of net loss of\n$1,388,179, offset by an increase in accounts payable of $406,502, an increase in accrued liabilities and other payables of\n$980,045, a decrease in inventories of $72,914, and a decrease in prepayments and other current assets of $53,065, and further\noffset by a decrease of lease liabilities of $263,468, and adjusted for non-cash items of depreciation of plant and equipment of\n$25,491, amortization of right-of-use assets of $201,760, amortization of debt discount of $278,802, interest expenses on lease\nliabilities of $38,063 and fair value change of convertible debts and promissory note of $567,656.

Net Cash Used in Operating\nActivities – Discontinued operations

There was no cash flow from\noperating activities for discontinued operations for the year ended March 31, 2026.

For the year ended March 31,\n2025, net cash used in operating activities for discontinued operations was $313,839, which consisted primarily of net loss of $847,234,\ncurrent liabilities of discontinued operations of $393,924 and offset by current assets of discontinued operations of $927,319.

Investing Activities

Net Cash Used In Investing\nActivities – Continuing operations

There was no cash flow from\ninvesting activities for continuing operations for the year ended March 31, 2026.

For the year ended March 31,\n2025, net cash used in investing activities for continuing operations of $15,953, represents purchase of plant and equipment during the\nyears.

Net Cash Provided by Investing\nActivities – Discontinued operations

There was no cash flow from\ninvesting activities for discontinued operations for the year ended March 31, 2026.

For the year ended March 31,\n2025, net cash provided by investing activities for discontinued operations was $31,490, which consisted primarily of decrease in current\nliabilities of discontinued operations of $2,078,705 and offset by decrease in current assets of discontinued operations of $2,047,215.

Financing Activities

Net Cash Provided by Financing\nActivities – Continuing operations

For the year ended March 31,\n2026, net cash provided by financing activities for continuing operations was $94,542 which consisted primarily of subscription proceeds\nfrom private placement of $430,000 and advance to a related party of $73,075 and offset by repayment of bonds payable and convertible\ndebts of $332,916 and repayment to a shareholder of $75,617.

For the year ended March 31,\n2025, net cash provided by financing activities for continuing operations was $916,506 which consisted primarily of proceeds from convertible\npromissory note of $200,000, subscription proceeds from private placement of $780,000 and advance from a shareholder of $87,215 and offset\nby repayment of bonds payable and convertible debts of $121,584 and repayment to a related party of $29,125.

Net Cash Provided by Financing\nActivities – Discontinued operations

There was no cash flow from\nfinancing activities for discontinued operations for the years ended March 31, 2026, and 2025.

Off-Balance Sheet Arrangements

As of March 31, 2026 and 2025,\nwe had not entered any material off-balance sheet transactions and arrangements. We have not entered into any guarantees or other commitments\nto guarantee the payment obligations other than those which arise out of normal business operations.

Capital Expenditures

Our capital expenditures amounted\nto approximately $0 and $15,953 relating to the purchase of plant and equipment for the years ended March 31, 2026 and 2025, respectively,\nmainly for use in our operations.

Commitments and contingencies

From time to time, we may\nbe involved in various legal proceedings and claims in the ordinary course of business. We currently are not aware of any legal proceedings\nor claims that it believes will have, individually or in the aggregate, a material adverse effect on its business, financial condition,\noperating results, or cash flows.

As of March 31, 2026 and 2025,\nwe did not have any significant commitments and contingencies involved, except for the below:

Pursuant to the Stock Purchase\nAgreement dated July 25, 2024, we are required to issue to the Seller (Lo Yiu Kwok) to an aggregate of 63,000 shares of our common stock,\nat a par value of $0.00001 upon the achievement of the milestones by its subsidiary, ASN during the three-years’ period following\nJuly 25, 2024 (“Performance Period”) below:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Annual revenue milestones (US$) for Performance Period	Number of shares issuable to the Seller

Equal or above $500,000 and less $1,000,000		12,600
Equal or above $1,000,000 and less $2,000,000		37,800
Equal or above $2,000,000		63,000

We are limited to issue a\nmaximum of 63,000 shares of our common stock as earnout shares. The earnout shares, if were issued, classified as equity in accordance\nwith ASC 480 and ASC 815.

Subsequently, our subsidiary,\nASN did not meet with the minimum annual revenue of $500,000 as the performance milestone for the first year from July 26, 2024 to July\n25, 2025 and the second year from July 26, 2025 to July 25, 2026 under the Performance Period, therefore no earnout shares were issued\naccordingly.

Except as noted above, we\nhad no other contractual obligations and material commercial commitments as of March 31, 2026.

Critical Accounting Policies\nand Estimates

The accompanying consolidated\nfinancial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the\naccompanying consolidated financial statements and notes.

\n \n \n \n

·	Use of Estimates and Assumptions

The preparation of consolidated\nfinancial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts\nof assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and\nthe reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in the Company’s\nconsolidated financial statements include the allowance for expected credit losses, the useful lives of plant and equipment, impairment\nof long-lived assets and goodwill, revenue recognition, inventory obsolescence, allowance for deferred tax assets, uncertain tax position,\nfair value of convertible debts and promissory note and income tax provision.

\n \n \n \n

·	Basis of Consolidation

The condensed consolidated\nfinancial statements include the accounts of the Company and its subsidiaries. All significant inter-company balances and transactions\nwithin the Company have been eliminated upon consolidation.

\n \n \n \n

·	Foreign Currencies Translation

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

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

\n \n \n \n

·	Segment Reporting

ASC 280, Segment Reporting\n(“ASC 280”) establishes standards for reporting information about operating segments on a basis consistent with the Company’s\ninternal organizational structure as well as information about geographical areas, business segments and major customers in the consolidated\nfinancial statements for details on the Company’s business segments.

In accordance with Accounting\nStandards Update (“ASU” ) No. 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures, the\nCompany considered whether additional disclosures were required, including significant segment expenses and measures used by the chief\noperating decision maker (“CODM”), Mr. Edwin Kal Ip Li (a chief executive officer of the Company). However, the CODM evaluates\nthe Company’s performance based solely on the consolidated financial results, and no additional measures or expense categories are\nused for internal decision-making. The CODM also reviews and utilizes function expenses (cost of revenues, and general and administrative) at the\nconsolidated level to manage the Company's operations.

The Company uses the management\napproach to determine reportable operating segments. The management approach considers the internal organization and reporting used by\nthe Company’s CODM, for making decisions, allocating resources and assessing performance, as the reportable segments.

\n \n \n \n

·	Revenue Recognition

The Company adopted ASU No.\n2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). Under ASU 2014-09, the Company recognizes revenue\nwhen control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects\nto be entitled to in exchange for those goods or services.

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

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

·	identify the contract(s) with a customer;
·	identify the performance obligations in the contract;
·	determine the transaction price – The transaction price is the amount of consideration in a contract to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer;
·	allocate the transaction price to performance obligations in the contract – Any entity typically allocates the transaction price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or service promised in the contract.; and
·	recognize revenue as the performance obligation is satisfied

Revenue is recognized when\nthe Company satisfies its performance obligation under the contract by transferring the promised product to its customer that obtains\ncontrol of the product and collection is reasonably assured. A performance obligation is a promise in a contract to transfer a distinct\nproduct or service to a customer. Most of the Company’s contracts have a single performance obligation, and such fees are billed\nto the customer when the performance obligation is satisfied. The Company recognizes such revenue in the period when the amounts are determined\nto be fixed and the performance obligation is satisfied as the Company completes the obligations.

Revenue is measured as the\namount of consideration the Company expects to receive in exchange for transferring products or providing services. As such, revenue is\nrecorded net of returns, allowances, customer discounts, and incentives. Sales taxes and other taxes are excluded from revenues.

Trading of goods

The Company generates most\nof its revenue from direct product sales. Revenue from direct trading sales is recognized when the customer obtains control of the product,\nwhich occurs at a point in time. Delivery occurs when the goods have been delivery to the specific location upon the agreed shipment terms\nShipping term under Free On Board (“FOB”), the Company transferred the ownership of goods to customer and who is liable for\ngoods damaged during shipping. The Company bills the invoices to customers together with the delivery and collects the receivables in\na credit term of 30 days.

Generally, the Company enters\ninto purchase orders with its customers which specify the rights of the parties, including product specifications, shipment terms and\npayment terms and sales prices to the customers are fixed with rebate and incentives to certain customers. The performance obligations\nin a given transaction are determined by the individual purchase orders with revenue recognized at the time that the performance obligations\nhave been satisfied. Sales taxes and other similar taxes that the Company collects concurrently with revenue-producing activities are\nexcluded from revenue. Variable considerations such as sales rebates, sales discounts, and sales returns are treated as a reduction of\nrevenue in the same period the related revenue is recognized.

Cloud Consulting Service

Revenues from cloud consulting\nservices are recognized over time (typically, on a monthly basis) as service is provided over the service period.

Principal vs Agent Considerations

In accordance with ASC 606, Revenue\nRecognition: Principal Agent Considerations, the Company evaluates the terms in the agreements with its channels and independent contractors\nto determine whether or not the Company acts as the principal or as an agent in the arrangement with each party respectively. The determination\nof whether to record the revenue on a gross or net basis depends upon whether the Company has control over the goods prior to transferring\nit. In general, the Company controls the products as it has the obligation to (i) fulfil the products delivery and (ii) bear any inventory\nrisk as legal owners. In addition, when establishing the selling prices for delivery of the resale products, the Company has control to\nset its selling price to ensure it would generate profit for the products delivery arrangements. The Company believes that all these factors\nindicate that the Company is acting as a principal in this transaction. As a result, revenue from the sales of products is presented on\na gross basis.

\n \n \n \n

Leases

The Company adopts the ASU\nNo. 2016-02, Leases (Topic 842) for all periods presented. This standard requires lessees to recognize lease assets (“right-of-use”)\nand related lease obligations (“lease liabilities”) on the consolidated balance sheet for leases with terms in excess of twelve\nmonths. For lease terms of twelve months or fewer, a lessee is permitted to make an accounting policy election not to recognize lease\nassets and liabilities.

The Company determines if\nan arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating\nlease liabilities in the consolidated balance sheets. Finance leases are included in finance lease ROU assets and finance lease liabilities\nin the consolidated balance sheets.

ROU assets represent the Company’s\nright to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments\narising from the lease. Operating lease and finance lease ROU assets and liabilities are recognized, based on the present value of lease\npayments over the lease term discounted using the rate implicit in the lease. In cases where the implicit rate is not readily determinable,\nthe Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value\nof lease payments. The incremental borrowing rate is the rate that the Company would have to pay to borrow, on a collateralized basis,\nan amount equal to the lease payments, in a similar economic environment and over a similar term. The Company depreciated the ROU assets\non a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the ROU assets or the end of\nthe lease term. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

All of the Company’s\nreal estate leases are classified as operating leases and there was no lease with a duration of twelve months or less.

\n \n \n \n

·	Income Taxes

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

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

For the years ended March\n31, 2026 and 2025, the Company did not have any interest and penalties associated with tax positions. As of March 31, 2026 and 2025, the\nCompany did not have any significant unrecognized uncertain tax positions.

The Company is subject to\ntax in local US and foreign jurisdictions. As a result of its business activities, the Company files tax returns that are subject to examination\nby the relevant tax authorities.

\n \n \n \n

·	Plant and Equipment

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

\n \n \n \n \n \n \n \n \n \n

		Expected useful life
Furniture and equipment		5 years
Leasehold improvements		5 years

Expenditures for maintenance\nand repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major\nrenewals and betterment which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation\nof assets retired or sold are removed from the respective accounts, and any gain or loss is recognized as other income or expense in the\nconsolidated statements of operations.

\n \n \n \n

·	Impairment of Long-lived Assets

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

\n \n \n \n

·	Convertible Debts and Promissory Note

The Company evaluates its\nfinancial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance\nwith ASC 815. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded\nat its fair value on the issuance date and is then re-valued at each reporting date, with changes in the fair value reported in the statements\nof operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as\nequity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current\nbased on whether net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

\n \n \n \n

·	Net Loss per Share

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

\n \n \n \n

·	Comprehensive Loss

ASC 220, Comprehensive Income,\nestablishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive loss as\ndefined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive loss, as presented in the\naccompanying statements of changes in stockholders’ (deficit) equity, consists of changes in unrealized gains and losses on foreign\ncurrency translation. This comprehensive income is not included in the computation of income tax expense or benefit.

\n \n \n \n

·	Pension Costs

The Company is required to\nmake contribution to their employees under a government-mandated defined contribution pension scheme for its eligible full-times employees\nin Hong Kong. The Company is required to contribute a specified percentage of the participants’ relevant income based on their ages\nand wages level.

\n \n \n \n

·	Related Parties

The Company follows the ASC\n850-10, Related Party for the identification of related parties and disclosure of related party transactions.

Pursuant to section 850-10-20\nthe related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required,\nabsent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted\nfor by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that\nare managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties\nwith which the Company may deal if one party controls or can significantly influence the management or operating policies of the other\nto an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties\nthat can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in\none of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might\nbe prevented from fully pursuing its own separate interests.

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

\n \n \n \n

·	Commitments and Contingencies

The Company follows the ASC\n450-20, Contingencies, to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are\nissued, 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.\nThe Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies\nrelated to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company\nevaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief\nsought or expected to be sought therein.

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

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

\n \n \n \n

·	Fair Value of Measurement

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

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Level 1		Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets;

Level 2		Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. Black-Scholes Option-Pricing model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs; and

Level 3		Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.

The carrying amounts of the\nCompany’s financial assets and liabilities, such as cash and cash equivalents, inventories, amount due from a related party, prepayments\nand other current assets, accrued liabilities and other payables and amount due to a shareholder approximate their fair values because\nof the short maturity of these instruments except for bonds payable, convertible debts and convertible promissory note.

Recently Issued Accounting Pronouncements

From time to time, new accounting\npronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies and adopted\nby the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued\nstandards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.

In December 2025, the FASB\nissued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. This update clarifies the applicability, form and content,\nand interim disclosure requirements in ASC Topic 270 and enhances navigability of the interim reporting guidance. The amendments are effective\nfor interim reporting periods within annual reporting periods beginning after December 15, 2027, for public business entities and after\nDecember 15, 2028, for entities other than public business entities. Early adoption is permitted. The Company is currently evaluating\nthe effect of this pronouncement on its disclosures.

In December 2025, the FASB\nissued ASU 2025-12, Codification Improvements, which updates the FASB Accounting Standards Codification to clarify, correct errors, and\nimprove the overall usability of GAAP. The improvements consist of narrow-scope amendments, technical corrections, clarification of existing\nguidance, and updates to clarify the appropriate scope and application of certain disclosure requirements. ASU 2025-12 is effective for\nannual and interim periods beginning after December 15, 2026. Early adoption is permitted. The Company is currently evaluating the effect\nof this pronouncement on its disclosures.

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

Quantitative and Qualitative Disclosure about\nMarket Risk

Concentration of major customers

For the year ended March 31,\n2026, we have two customers, Swissfield Consulting Ltd and A1P Limited, that who accounted for 41% and 59% of its revenues, respectively.

For the year ended March 31,\n2025, we have one single customer, Runde Holdings Limited, that accounted for 100% of its total revenues.

Concentration risk in major vendors

For the year ended March 31,\n2026, we have one single vendor, Digital One Solutions Limited, that accounted for 85% of its total cost of revenue.

For the year ended March 31,\n2025, we have one single vendor, Shenzhen Qianhai Hengyunlian Technology Co. Ltd, that accounted for 100% of its total cost of revenue.

Credit Risk

Financial instruments that\npotentially subject to credit risk consist of cash and cash equivalents. Cash equivalents are maintained with high credit quality institutions\nin Hong Kong, the composition and maturities of which are regularly monitored by the management. The Hong Kong Deposit Protection Board\npays compensation up to a limit of HK$800,000 (equal to $102,057) if the bank in Hong Kong with which an individual/a company hold its\neligible deposit fails.

Economic and political risk

Our major operations are conducted\nin Hong Kong. Accordingly, the political, economic, and legal environments in Hong Kong, as well as the general state of Hong Kong’s\neconomy may influence our business, financial condition, and results of operations.

Exchange rate risk

We cannot guarantee that the\ncurrent exchange rate will remain steady, therefore there is a possibility that we could post the same amount of profit for two comparable\nperiods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of HKD converted\nto US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice.

Geopolitical risk

We have planned its business\nexpansion in Dubai and Middle East since 2026. The escalation of military conflict and political instability in the Middle East, specifically\ninvolving the United States, Iraq, and Iran, could materially and adversely affect our business, financial condition, and results of operations.

ITEM\n7A. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting\ncompany as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 8. Financial\nStatements and Supplementary Data.

The consolidated financial\nstatements and the Report of Independent Registered Certified Public Accounting Firm thereon are filed pursuant to this Item 8 and are\nincluded in this report beginning on page F-1.

ZICIX CORPORATION AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

		Page
Report of Independent Registered Certified Public Accounting Firm (ID: 7275)		F-2

Consolidated Balance Sheets		F-4

Consolidated Statements of Operations and Comprehensive Income (Loss)		F-5

Consolidated Statements of Changes in Shareholders’ Deficit		F-6

Consolidated Statements of Cash Flows		F-7

Notes to Consolidated Financial Statements		F-8 – F-26

F-1

\n \n \n \n \n

$\"\"$

ALOBA, AWOMOLO\n & PARTNERS

(Chartered\n Accountants)

Floor\n 4, Providence Court, Ajibade Bus Stop, Beside CocaCola Ibadan, Oyo State, Nigeria

Tel:\n 08055439586, 08034725835

Email:\n audits@alobaawomolo.org; alobaawomolopartners@gmail.com; website:\n www.alobaawomolo.org

\n \n \n

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING\nFIRM

To the Board of Directors and Stockholders of Zicix\nCorporation

Opinion on the Financial Statements

We have audited the accompanying consolidated\nfinancial statements of Zicix Corporation (the “Company”) and its wholly owned subsidiary, which comprise the consolidated\nbalance sheets as of March 31, 2026 and March 31, 2025, and the related consolidated statements of operations, changes in stockholders’\nequity, and cash flows for each of the two years then ended, including the related notes (collectively referred to as the “financial\nstatements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of Zicix\nCorporation and its subsidiary as of March 31, 2026 and March 31, 2025, and the results of their operations and their cash flows for the\nyears then ended, in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP).

Substantial Doubt about the Company’s\nAbility to Continue as a Going Concern

The accompanying financial statements have been\nprepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has\nincurred recurring losses from operations, had no cash and cash equivalents, had a working capital deficit of $2,983,418, a stockholders’\ndeficit of $2,619,762 and an accumulated deficit of $5,702,252 as of March 31, 2026, and certain of its convertible debts have matured\nand remain unpaid. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s evaluation\nof the events and conditions and management’s plans regarding these matters are also described in Note 3. The financial statements\ndo not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this\nmatter.

Basis for Opinion

These financial statements are the responsibility\nof the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our\naudits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are\nrequired to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and\nregulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the\nstandards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial\nstatements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged\nto perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding\nof internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s\ninternal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess\nthe risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond\nto those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.\nOur audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating\nthe overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

F-2

Critical Audit Matters

Critical audit matters are matters arising from\nthe current period audit of the financial statements that were communicated or required to be communicated to the audit committee and\nthat (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,\nsubjective, or complex judgments. The communication of critical audit matters does not alter our opinion on the financial statements,\ntaken as a whole, and we are not providing separate opinions on the critical audit matters or on the accounts or disclosures to which\nthey relate. The critical audit matters are described below.

Valuation of convertible debts and convertible\npromissory note

As described in Notes 2, 9 and 10, the Company’s\nconvertible debts and convertible promissory note ($1,208,822 at March 31, 2026) are measured at fair value, with a gain of $567,656 recognised\nin the year. We identified this as a critical audit matter because the valuation depends on management’s assumptions about inputs\nthat cannot be observed in a market. Our procedures included comparing the key terms used to the underlying agreements, confirming principal\nbalances with the holders, and recalculating the fair value change recorded.

Revenue recognition

As described in Note 2, the Company recognized revenue of $730,563\nfrom two customers during the year, of which $430,027 was subsequently written off as uncollectible. We identified this as a critical\naudit matter because the revenue arose from new arrangements with few customers, and judgment was required in assessing whether collection\nwas expected when the revenue was recognized. Our procedures included agreeing the revenue to customer invoices and agreements, checking\nevidence of delivery and checking invoices where applicable.

Aloba, Awomolo & Partners –\nPCAOB ID #7275

$\"\"$

We have served as the Company’s auditor\nsince 2025.

Ibadan, Nigeria

October 15, 2026

F-3

ZICIX CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

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


	As of
	March 31, 2026		March 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	–		$	89,980
Inventories		–			72,914
Rental deposit		89,187			89,871
Amount due from a related party		411,430			484,505
Prepayments and other current assets		6,869			59,934
Total current assets		507,486			797,204

Non-current assets:
Plant and equipment, net		80,019			101,218
Right-of-use assets, net		268,117			472,803
Total non-current assets		348,136			574,021

TOTAL ASSETS	$	855,622		$	1,371,225

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	406,502		$	–
Accrued liabilities and other payables		967,748			265,425
Accrued liabilities and other payables, related party		277,722			–
Amount due to a shareholder		238,286			313,903
Current portion of bonds payable		73,708			231,210
Current portion of convertible debts		1,040,734			483,107
Current portion of operating lease liabilities		228,929			226,762
Total current liabilities		3,233,629			1,520,407

Non-current liabilities:
Convertible promissory note payable		168,088			252,242
Bonds payable, net of current portion		18,427			84,004
Convertible debts, net of current portion		–			899,305
Operating Lease liabilities, net of current portion		55,240			286,349
Total non-current liabilities		241,755			1,521,900
TOTAL LIABILITIES		3,475,384			3,042,307

Commitments and contingencies		–			–

STOCKHOLDERS’ DEFICIT
Series A Preferred stock, par value $0.00001, 400,000,000\n and 100,000,000\n shares authorized as of March 31, 2026 and 2025, respectively, 0 and 10,000 shares issued and outstanding as of March 31, 2026 and 2025,\n respectively		–			–
Common stock, par value $0.00001, 27,600,000,000\n and 14,000,000,000 shares authorized as of March 31, 2026 and 2025, respectively, 12,715,111\n and 1,248,969\n shares issued and outstanding as of March 31, 2026 and 2025, respectively		128			13
Shares to be issued, par value $0.00001, 0 and 1,380,000 shares to be issued as of March 31, 2026 and 2025, respectively		–			14
Additional paid-in capital		3,076,761			2,646,862
Accumulated other comprehensive income (loss)		5,601			(3,898	)
Accumulated deficit		(5,702,252	)		(4,314,073	)
Stockholders’ deficit		(2,619,762	)		(1,671,082	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	855,622		$	1,371,225

See accompanying notes to consolidated financial\nstatements.

F-4

ZICIX CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

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


	Years Ended March 31,
	2026		2025
Revenues, net	$	730,563		$	70,068

Cost of revenues		(480,461	)		(15,170	)

Gross profit		250,102			54,898

Operating expenses:
Impairment loss on accounts receivable		(430,027	)		–
General and administrative expenses		(1,326,751	)		(864,406	)
Total operating expenses		(1,756,778	)		(864,406	)

Loss from operations		(1,506,676	)		(809,508	)

Other incomes (expenses):
Interest income		–			133
Interest expenses on bonds payable, convertible debts and promissory note		(423,902	)		(265,144	)
Interest on lease liabilities		(38,063	)		(14,678	)
Impairment loss on goodwill		–			(1,376,083	)
Change in fair value of convertible debts and promissory note		567,656			(53,814	)
Sundry income		12,806			71,910
Total other incomes (expenses), net		118,497			(1,637,676	)

LOSS BEFORE INCOME TAXES FROM CONTINUING OPERATIONS		(1,388,179	)		(2,447,184	)

Income tax expense		–			–

LOSS FROM CONTINUING OPERATIONS		(1,388,179	)		(2,447,184	)

Discontinued operations:
Net loss from discontinued operations, net of tax		–			(847,234	)

NET LOSS		(1,388,179	)		(3,294,418	)

Other comprehensive (loss) income:
Foreign currency adjustment gain (loss)		9,499			(3,898	)
Comprehensive loss	$	(1,378,680	)	$	(3,298,316	)

Basic and diluted loss per share from:
Continuing operations	$	(0.19	)	$	(2.83	)
Discontinued operations	$	–		$	(0.98	)
Net loss per share	$	(0.19	)	$	(3.81	)

Weighted average common shares outstanding:
Basic		6,982,610			864,896
Diluted		6,982,610			864,896

See accompanying notes to consolidated financial\nstatements.

F-5

ZICIX CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'\nDEFICIT

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

\n\n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n


	Series A \nPreferred stock		Common stock	Share to be issued		Additional	Accumulated \nother			Total \n stockholders’
	No. of			No. of			No. of			paid-in		comprehensive	Accumulated		equity
	shares		Amount	shares		Amount	shares		Amount	capital		Income (loss)	deficit		(deficit)
Balance as of April 1, 2024^#		10,000		$	–			91,602		$	1			–		$	–		$	1,553,049		$	–		$	(1,019,655	)	$	533,395

Conversion of debts to common stock		–			–			1,162,367			12			–			–			313,827			–			–			313,839
Cancellation of shares		–			–			(5,000	)		–			–			–			–			–			–			–
Common stock issued for private placement		–			–			–			–			1,380,000			14			779,986			–			–			780,000
Foreign currency translation adjustments		–			–			–			–			–			–			–			(3,898	)		–			(3,898	)
Net loss		–			–			–			–			–			–			–			–			(3,294,418	)		(3,294,418	)

Balance as of March 31, 2025		10,000		$	–			1,248,969		$	13			1,380,000		$	14		$	2,646,862		$	(3,898	)	$	(4,314,073	)	$	(1,671,082	)

Balance as of April 1, 2025		10,000		$	–			1,248,969		$	13			1,380,000		$	14		$	2,646,862		$	(3,898	)	$	(4,314,073	)	$	(1,671,082	)

Common stock issued for private placement		–			–			86,000			1			–			–			429,999			–			–			430,000
Common stock issued for private placement		–			–			1,380,000			14			(1,380,000	)		(14	)		–			–			–			–
Fractional shares from reverse split		–			–			142			–			–			–			–			–			–			–
Exercise of stock conversion		(10,000	)		–			10,000,000			100			–			–			(100	)		–			–			–
Foreign currency translation adjustments		–			–			–			–			–			–			–			9,499			–			9,499
Net loss		–			–			–			–			–			–			–			–			(1,388,179	)		(1,388,179	)

Balance as of March 31, 2026		–		$	–			12,715,111		$	128			–		$	–		$	3,076,761		$	5,601		$	(5,702,252	)	$	(2,619,762	)

\n\n \n \n

#	The share amounts are presented on a retroactive basis,\ngiving effect to 1-for-10,000 reverse split (see Note 1).

See accompanying notes to consolidated financial\nstatements.

F-6

ZICIX CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

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

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n


	Year ended March 31,
	2026		2025
Cash flows from operating activities:
Net loss	$	(1,388,179	)	$	(3,294,418	)
Less: loss from discontinued operations		–			(847,234	)
Loss from continuing operations		(1,388,179	)		(2,447,184	)

Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of plant and equipment		25,491			17,242
Amortization of right-of-use assets		201,760			101,141
Amortization of debt discount (non-cash)		278,802			155,015
Fair value change of convertible debts and promissory note		(567,656	)		53,814
Impairment loss on goodwill		–			1,376,083
Interest expenses on lease liabilities		38,063			14,678
Change in operating assets and liabilities:
Inventories		72,914			(72,914	)
Prepayments and other current assets		53,065			53,743
Rental deposit		–			(89,871	)
Accounts payable		406,502			–
Accrued liabilities and other payables		980,045			389,870
Operating lease liabilities		(263,468	)		(75,581	)
Net cash used in operating activities – continuing operations		(162,661	)		(523,964	)
Net cash used in operating activities – discontinued operations		–			(313,839	)
Net cash used in operating activities		(162,661	)		(837,803	)

Cash flows from investing activities:
Purchase of plant and equipment		–			(15,953	)
Net cash used in investing activities – continuing operations		–			(15,953	)
Net cash provided by investing activities – discontinued operations		–			31,490
Net cash provided by investing activities		–			15,537

Cash flows from financing activities:
Proceeds from convertible promissory note		–			200,000
Subscription proceeds from private placement		430,000			780,000
Repayment of bonds payable and convertible debts		(332,916	)		(121,584	)
(Repayment to) advance from a shareholder		(75,617	)		87,215
Advance from (repayment to) a related party		73,075			(29,125	)
Net cash provided by financing activities – continuing operations		94,542			916,506
Net cash provided by financing activities – discontinued operations		–			–
Net cash provided by financing activities		94,542			916,506

Foreign currency translation adjustments		(21,861	)		(4,260	)

Net change in cash and cash equivalents		(89,980	)		89,980

BEGINNING OF YEAR		89,980			–

END OF YEAR	$	–		$	89,980

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes	$	–		$	–
Cash paid for interest	$	89,495		$	97,472

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Conversion of debts to common stock	$	–		$	313,839

See accompanying notes to consolidated financial\nstatements.

F-7

ZICIX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2026 AND 2025

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

1. DESCRIPTION\nOF BUSINESS AND ORGANIZATION

Zicix Corporation (the\n“Company”) was formed in the State of Nevada on February 29, 1979. The Company changed its name from Bederra Corporation to\nZiCIX Corporation on January 24, 2011.

The Company was mainly\nengaged in the development and launch of a coupon redemption app for customers to download on smartphones and other devices during 2024\nand 2025. Since March 2025, the Company decided to cease the coupon redemption app business.

Currently, the Company\nis principally engaged in the provision of trading of LED carriage boxes, air cargo pallets and components. ASN, with its headquarters in Dubai, is dedicated\nto delivering a powerful Global Storage Network Platform, enabling businesses to optimize their logistics processes through a single platform,\noffering a variety of services, including Air Cargo, International Warehouse and Storage Box. By leveraging its extensive network in Asia,\nEurope, and partners in the Middle East, it provides end-to-end solutions that empower its clients to achieve their global expansion objectives.

On April 1, 2025, the\nCompany approved a change in the Company’s fiscal year end from December 31 to March 31, retrospectively effective for the fiscal\nyear beginning April 1, 2023.

In April and May 2025,\nthe Company entered into subscription agreements with an individual for 86,000 shares of its common stock, at the price of $5 per share,\nwith the aggregate gross proceeds of $430,000.

On\nOctober 8, 2025, the Company received the approval for a reverse split of its common shares at a ratio of 1-for-10,000.\nUpon the completion of the reverse split, the total number of issued and outstanding common shares was reduced by a corresponding\nproportion from 27,149,688,394\nto 2,714,969,\nwith 142 fractional shares.

Description of subsidiaries incorporated and controlled\nby the Company:

Schedule of description of subsidiaries
Name	Background		Ownership

Aisling\n Network Group Limited (“ANGL”)	·	British Virgin Islands (“BVI”) company		100% owned
	·	Incorporated on September 23, 2025		by the Company
	·	Issued and outstanding 50,000 ordinary shares at US$1 par value
	·	Investment holding

ASN Zone One Limited (“ASN”)	·	Hong Kong company		100% owned by the
	·	Incorporated on August 11, 2014		ANGL
	·	Issued and outstanding 10,000 ordinary shares for HK$10,000
	·	Provision of trading LED carriage boxes, air cargo pallets and components

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

F-8

ZICIX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2026 AND 2025

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

2. SUMMARY\nOF SIGNIFICANT ACCOUNTING POLICIES

The accompanying consolidated financial statements\nreflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated\nfinancial statements and notes.

\n \n \n \n \n

Basis of Presentation

The accompanying\nconsolidated financial statements are prepared in the United States Dollars and have been prepared in accordance with accounting principles\ngenerally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities\nExchange Commission (“SEC”).

\n \n \n \n \n

Use of Estimates and Assumptions

The preparation of consolidated financial statements\nin conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities\nand disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues\nand expenses during the years presented. Significant accounting estimates reflected in the Company’s consolidated financial statements\ninclude the allowance for expected credit losses, the useful lives of plant and equipment, impairment of long-lived assets, revenue recognition,\ninventory obsolescence, allowance for deferred tax assets, uncertain tax position, fair value of convertible debts and promissory note\nand income tax provision.

\n \n \n \n \n

Basis of Consolidation

The consolidated financial statements include\nthe accounts of the Company and its subsidiaries. All significant inter-company balances and transactions within the Company have been\neliminated upon consolidation.

\n \n \n \n \n

Foreign Currencies Translation

Transactions denominated in currencies other than\nthe functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction.\nMonetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency\nusing the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the consolidated statements\nof operations and other comprehensive loss.

F-9

ZICIX CORPORATION AND\nSUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2026 AND 2025

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

The reporting currency of the Company is United\nStates Dollar (“US$”) and the accompanying consolidated financial statements have been expressed in US$. In addition, the\nCompany has operations in Hong Kong and maintains the books and record in the local currency, Hong Kong Dollars (“HKD”), which\nis a functional currency as being the primary currency of the economic environment in which their operations are conducted. In general,\nfor consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not US$ are translated into US$, in\naccordance with Accounting Standards Codification (“ASC”) 830-30, Translation of Financial Statement, using the exchange\nrate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses\nresulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive\nincome (loss) within the statements of changes in stockholder’s deficit.

Translation of amounts from HKD into US$ has been\nmade at the following exchange rates for the years ended March 31, 2026 and 2025:

\n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n

Schedule of translation rate
	March 31, 2026		March 31, 2025
Period-end HKD:US$ exchange rate		7.8387		7.7790
Annualized average HKD:US$ exchange rate		7.8126		7.7925

\n \n \n \n \n

Segment Reporting

ASC 280, Segment Reporting (“ASC\n280”) establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal\norganizational structure as well as information about geographical areas, business segments and major customers in consolidated financial\nstatements for details on the Company’s business segments.

In accordance with Accounting Standards Update\n(“ASU”) No. 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures, the Company considered\nwhether additional disclosures were required, including significant segment expenses and measures used by the chief operating decision\nmaker (“CODM”), Mr. Edwin Kal Ip Li (a chief executive officer of the Company). However, the CODM evaluates the Company’s\nperformance based solely on consolidated financial results, and no additional measures or expense categories are used for internal decision-making.\nThe CODM also reviews and utilizes function expenses (cost of revenues, and general and administrative) at the consolidated level to\nmanage the Company's operations.

The Company uses the management approach to determine\nreportable operating segments. The management approach considers the internal organization and reporting used by the Company’s CODM,\nfor making decisions, allocating resources and assessing performance, as the reportable segments.

The operation of coupon redemption app business\nin United States of America (“U.S.”) was discontinued and closed down in March 2025, in which this segment did not generate\nany revenue during the years ended March 31, 2026 and 2025. Based on the management’s assessment, the Company determined that it\nhas one reportable operating segment, as defined by ASC 280. For the years ended March 31, 2026 and 2025, all of the Company’s revenues\nand assets are generated in Hong Kong. Therefore, no geographical segments are presented.

\n \n \n \n \n

Accounts receivable

Accounts receivable are recorded at the gross\nbilling amounts due from customers, less an allowance for expected credit losses. The Company regularly assesses the expected credit losses\nfor accounts receivable based on assessments of the recoverability of the accounts receivable. Impairments arise when there is objective\nevidence indicating that the balances may not be collectible. The identification of bad and doubtful debts, in particular of a loss event,\nrequires the use of judgment and estimates, which involve the estimates of specific losses on individual exposures, as well as a provision\non historical trends of collections. The allowance for expected credit losses is recorded against accounts receivables balances, with\na corresponding charge recorded in the statements of operations. Delinquent account balances are written off against the allowance for\nexpected credit losses after management has determined that the likelihood of collection is not probable.

As of March 31, 2026, an allowance for expected\ncredit losses of $430,027 was recorded, as the Company considers the outstanding accounts receivable not collectible in the foreseeable\nfuture.

F-10

ZICIX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2026 AND 2025

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

\n \n \n \n

·	Revenue Recognition

The Company adopted ASU No. 2014-09, Revenue\nfrom Contracts with Customers (Topic 606) (“ASU 2014-09”). Under ASU 2014-09, the Company recognizes revenue when control\nof the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be\nentitled to in exchange for those goods or services.

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

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

·	identify the contract(s) with a customer;
·	identify the performance obligations in the contract;
·	determine the transaction price – The transaction price is the amount of consideration in a contract to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer;
·	allocate the transaction price to performance obligations in the contract – Any entity typically allocates the transaction price to each performance obligation on the basis of the relative standalone selling prices of each distinct good or service promised in the contract.; and
·	recognize revenue as the performance obligation is satisfied

Revenue is recognized when the Company satisfies\nits performance obligation under the contract by transferring the promised product to its customer that obtains control of the product\nand collection is reasonably assured. A performance obligation is a promise in a contract to transfer a distinct product or service to\na customer. Most of the Company’s contracts have a single performance obligation, and such fees are billed to the customer when\nthe performance obligation is satisfied. The Company recognizes such revenue in the period when the amounts are determined to be fixed\nand the performance obligation is satisfied as the Company completes the obligations.

Revenue is measured as the amount of consideration\nthe Company expects to receive in exchange for transferring products or providing services. As such, revenue is recorded net of returns,\nallowances, customer discounts, and incentives. Sales taxes and other taxes are excluded from revenues.

Trading of Goods

The Company generates most of its revenue from\ndirect product sales. Revenue from direct trading sales is recognized when the customer obtains control of the product, which occurs at\na point in time. Delivery occurs when the goods have been delivery to the specific location upon the agreed shipment terms Shipping term\nunder Free On Board (“FOB”), the Company transferred the ownership of goods to customer and who is liable for goods damaged\nduring shipping. The Company bills the invoices to customers together with the delivery and collects the receivables in a credit term\nof 30 days.

Generally, the Company enters into purchase orders\nwith its customers which specify the rights of the parties, including product specifications, shipment terms and payment terms and sales\nprices to the customers are fixed with rebate and incentives to certain customers. The performance obligations in a given transaction\nare determined by the individual purchase orders with revenue recognized at the time that the performance obligations have been satisfied.\nSales taxes and other similar taxes that the Company collects concurrently with revenue-producing activities are excluded from revenue.\nVariable considerations such as sales rebates, sales discounts, and sales returns are treated as a reduction of revenue in the same period\nthe related revenue is recognized.

Cloud Consulting Service

Revenues from cloud consulting services are recognized\nover time (typically, on a monthly basis) as service is provided over the service period.

F-11

ZICIX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2026 AND 2025

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

Principal vs Agent Considerations

In accordance with ASC 606, Revenue Recognition:\nPrincipal Agent Considerations, the Company evaluates the terms in the agreements with its channels and independent contractors to\ndetermine whether or not the Company acts as the principal or as an agent in the arrangement with each party respectively. The determination\nof whether to record the revenue on a gross or net basis depends upon whether the Company has control over the goods prior to transferring\nit. In general, the Company controls the products as it has the obligation to (i) fulfil the products delivery and (ii) bear any inventory\nrisk as legal owners. In addition, when establishing the selling prices for delivery of the resale products, the Company has control to\nset its selling price to ensure it would generate profit for the products delivery arrangements. The Company believes that all these factors\nindicate that the Company is acting as a principal in this transaction. As a result, revenue from the sales of products is presented on\na gross basis.

Disaggregation of Revenue

The following table summarizes revenue from contracts\nwith customers, disaggregated by revenue source, for the years ended March 31, 2026 and 2025:

Schedule of disaggregated by revenue
		For the Years ended March\n 31,
Type of revenue sources	Time of recognition	2026		2025

Product sales	At a point in time	$	300,536		$	70,068
Cloud consulting services	Over time		430,027			–
		$	730,563		$	70,068

\n \n \n \n

Leases

The Company adopts the ASU No. 2016-02, Leases\n(Topic 842) for all years presented. This standard requires lessees to recognize lease assets (“right-of-use”) and related\nlease obligations (“lease liabilities”) on the consolidated balance sheet for leases with terms in excess of twelve months.\nFor lease terms of twelve months or fewer, a lessee is permitted to make an accounting policy election not to recognize lease assets and\nliabilities.

The Company determines if an arrangement is a\nlease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities\nin the consolidated balance sheets. Finance leases are included in finance lease ROU assets and finance lease liabilities in the consolidated\nbalance sheets.

ROU assets represent the Company’s right\nto use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising\nfrom the lease. Operating lease and finance lease ROU assets and liabilities are recognized, based on the present value of lease payments\nover the lease term discounted using the rate implicit in the lease. In cases where the implicit rate is not readily determinable, the\nCompany uses its incremental borrowing rate based on the information available at commencement date in determining the present value of\nlease payments. The incremental borrowing rate is the rate that the Company would have to pay to borrow, on a collateralized basis, an\namount equal to the lease payments, in a similar economic environment and over a similar term. The Company depreciated the ROU assets\non a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the ROU assets or the end of\nthe lease term. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

F-12

ZICIX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2026 AND 2025

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

All of the Company’s real estate leases\nare classified as operating leases and there was no lease with a duration of twelve months or less.

\n \n \n \n

·	Income Taxes

Income taxes are determined in accordance with\nthe provisions of ASC 740, Income Taxes (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized\nfor the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities\nand their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable\nincome in the year in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and\nliabilities 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\ncompanies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to\nbe taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely\nthan not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be\nmeasured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the\ntax authority assuming full knowledge of the position and relevant facts.

For the years ended March 31, 2026 and 2025, the\nCompany did not have any interest and penalties associated with tax positions. As of March 31, 2026 and 2025, the Company did not have\nany significant unrecognized uncertain tax positions.

The Company is subject to tax in local US and\nforeign jurisdictions. As a result of its business activities, the Company files tax returns that are subject to examination by the relevant\ntax authorities.

\n \n \n \n

·	Plant and Equipment

\n \n \n \n\n \n \n \n \n \n \n \n \n

Schedule of estimated\n values
		Expected useful life
Furniture and equipment		5 years
Leasehold improvements		5 years

\n \n \n \n

·	Impairment of Long-lived Assets

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

F-13

ZICIX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2026 AND 2025

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

\n \n \n \n

·	Convertible Debts and Promissory Note

The Company evaluates its financial instruments\nto determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815.\nFor derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair\nvalue on the issuance date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of\noperations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity,\nis evaluated at the end of each reporting period. Derivative liabilities are classified in the consolidated balance sheet as current or\nnon-current based on whether net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet\ndate.

\n \n \n \n

·	Net Loss Per Share

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

\n \n \n \n

·	Comprehensive Loss

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

\n \n \n \n

·	Related Parties

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

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

The financial statements shall include disclosures\nof material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary\ncourse of business. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions,\nincluding transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented,\nand such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the\ndollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the\nmethod 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\neach balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

F-14

ZICIX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2026 AND 2025

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

\n \n \n \n

·	Commitments and Contingencies

The Company follows the ASC 450-20, Contingencies,\nto report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may\nresult 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\nsuch contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related\nto legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates\nthe perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or\nexpected to be sought therein.

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

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

\n \n \n \n

·	Fair Value of Measurement

The Company follows the guidance of the ASC 820-10, Fair\nValue Measurements and Disclosures, with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes\na three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Level 1		Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets;

Level 2		Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. Black-Scholes Option-Pricing model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs; and

Level 3		Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.

The carrying amounts of the Company’s financial\nassets and liabilities, such as cash and cash equivalents, inventories, rental deposit, amount due from a related party, prepayments and\nother current assets, accounts payable, accrued liabilities and other payables, amount due to a shareholder approximate their fair values\nbecause of the short maturity of these instruments except for bonds payable, convertible debts and convertible promissory note (measured\nat Level 3, see Notes 8, 9 and 10).

F-15

ZICIX CORPORATION AND\nSUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2026 AND 2025

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

\n \n \n \n

·	Recent Accounting Pronouncements

From time to time, new accounting pronouncements\nare issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies and adopted by the Company\nas of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that\nare not yet effective will not have a material impact on its financial position or results of operations upon adoption.

In December 2025, the FASB issued ASU No. 2025-11,\nInterim Reporting (Topic 270): Narrow-Scope Improvements. This update clarifies the applicability, form and content, and interim disclosure\nrequirements in ASC Topic 270 and enhances navigability of the interim reporting guidance. The amendments are effective for interim reporting\nperiods within annual reporting periods beginning after December 15, 2027, for public business entities and after December 15, 2028, for\nentities other than public business entities. Early adoption is permitted. The Company is currently evaluating the effect of this pronouncement\non its disclosures.

In December 2025, the FASB issued ASU 2025-12,\nCodification Improvements, which updates the FASB Accounting Standards Codification to clarify, correct errors, and improve the overall\nusability of GAAP. The improvements consist of narrow-scope amendments, technical corrections, clarification of existing guidance, and\nupdates to clarify the appropriate scope and application of certain disclosure requirements. ASU 2025-12 is effective for annual and interim\nperiods beginning after December 15, 2026. Early adoption is permitted. The Company is currently evaluating the effect of this pronouncement\non its disclosures.

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

3. GOING\nCONCERN UNCERTAINTIES

The accompanying consolidated financial statements\nhave been prepared using going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities\nin the ordinary course of business.

For the year ended March 31, 2026, the\nCompany incurred an operating loss of $1,388,179\nand reported a working capital deficit of $2,726,143\nand accumulated deficit of $5,702,252.\nSince March 2026, the Company has experienced temporary cessation of Dubai business operations due to its inability to execute the\nscheduled product shipments to its regional distribution hub in Dubai, resulting from regional supply chain and transit disruptions\ncaused by U.S.-Iraq conflict. As of March 31, 2026, the Company’s bank accounts had been suspended, resulting in no\ncash balances, also certain convertible debts totaling approximately $326,700 (principal\nand unpaid interest) were in default.\nThe Company has funded its operations and capital expenditure primarily through financial support from its stockholders. The\ncontinuation of the Company as a going concern is dependent upon improving profitability, securing continued financial support from\nits stockholders or raising additional capital through external fund-raising, such as, private placements. Management believes the\nexisting stockholders will provide additional cash to meet with the Company’s obligations as they become due. However, there\nis no assurance that the Company will be successful in securing sufficient funds to sustain the operations.

Management is actively negotiating with holders\nof convertible debts and note totaling approximately $947,000 (principal and unpaid interest) to restructure or extend repayment terms.\nThese negotiations include discussions on potential debt-to-equity conversions, revised maturity schedules, and partial settlements to\nalleviate immediate liquidity pressure. While some binding agreements have been finalized as of the issue date of these consolidated financial\nstatements, management believes that constructive progress has been made and that creditors are receptive to restructuring proposals.

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

4. AMOUNT\nDUE FROM A RELATED PARTY

As of March 31, 2026 and 2025, the amount\nrepresented temporary non-trade advances to a related party, Mr. Lo Yiu Kwok, the director of the Company’s subsidiary, which\nwas unsecured and interest-free. The balance was $411,430\nand $484,505\nas of March 31, 2026 and 2025, respectively. The balance is expected to be settled by December 31, 2026 or earlier.

F-16

ZICIX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2026 AND 2025

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

5. LEASES

The Company entered into commercial\noperating leases with a third party for the use of office in Hong Kong. This lease has original term of 3 years. This operating\nlease is included in “Right-of-use Assets” on the consolidated balance sheets and represent the Company’s right to\nuse the underlying assets during the lease term. The Company’s obligation to make lease payments are included in\n“Operating Lease liabilities” on the consolidated balance sheets.

Supplemental balance sheet information related\nto operating leases was as follows:

\n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of lease information
	As of
	March 31, 2026		March 31, 2025
Operating lease:
Right-of-use assets, net	$	268,117		$	472,803

Lease liabilities:
Current lease liabilities	$	228,929		$	226,762
Non-current lease liabilities		55,240			286,349

Total operating lease	$	284,169		$	513,111

Operating lease expense for the years ended March\n31, 2026 and 2025 was $201,760 and $101,141, respectively.

Other supplemental information about the Company’s\noperating lease, as of:

\n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n

Schedule of other supplemental information
	March 31, 2026		March 31, 2025
Weighted average discount rate		8%		8%
Weighted average remaining lease term		1.33		2.33

The following table summarizes the future minimum\nlease payments due under the Company’s operating lease in the next two years, as of March 31, 2026:

\n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of future minimum\nlease payments
Year ending March 31,
2027	$	225,405
2028		75,135
Total minimum operating lease liabilities payment		300,540
Less: imputed interest		(16,371	)
Future minimum lease liabilities	$	284,169

F-17

ZICIX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2026 AND 2025

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

6. SEGMENT\nREPORTING

ASC 280 establishes standards for reporting information\nabout operating segments on a basis consistent with the Company’s internal organizational structure as well as information about\ngeographical areas, business segments and major customers in financial statements for details on the Company’s business segments.

The Company uses the management approach to determine\nreportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief\noperating decision maker (“CODM”), Mr. Edwin Kai Ip Li (a chief executive officer of the Company), for making decisions, allocating\nresources and assessing performance, as the following reportable segments.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

-	LED-box Business	Provision of LED carriage boxes, air cargo pallets and components in Hong Kong

-	App Development*	Development and launch of a coupon redemption app for customers to download on smartphones and other devices in U.S. (this segment closed down in March 2025)

Based on the management’s assessment, the\nCompany determined that it has one reportable operating segment, as defined by ASC 280 for the year ended March 31, 2026.

Schedule of segment information
	LED-box Business		App Development *	Total
	Year Ended March 31,
	2026		2025	2026		2025	2026		2025
	US$		US$	US$		US$	US$		US$

Revenues		730,563			70,068			–		–	730,563		70,068

Cost of revenue		(480,461	)		(15,170	)		–		–	(480,461	)	(15,170	)

Gross profit		250,102			54,898			–		–	250,102		54,898

Total operating expenses		(1,756,778	)		(864,406	)		–		–	(1,756,778	)	(864,406	)

Loss from operations		(1,506,676	)		(809,508	)		–		–	(1,506,676	)	(809,508	)

Total other incomes (expenses), net		118,497			(1,637,676	)		–		–	118,497		(1,637,676	)

Loss from operations before income taxes		(1,388,179	)		(2,447,184	)		–		–	(1,388,179	)	(2,447,184	)
Income tax expense		–			–			–		–	–		–
Segment loss		(1,388,179	)		(2,447,184	)		–		–	(1,388,179	)	(2,447,184	)

\n\n \n \n

*	this business segment was presented as discontinued operations

For the years ended March 31, 2026 and 2025,\nall of the Company’s revenue and assets are locally generated and held in Hong Kong. Therefore, no geographical segments are presented.

F-18

ZICIX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2026 AND 2025

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

7. AMOUNT\nDUE TO A SHAREHOLDER

As of March 31, 2026 and 2025, the amount represented\ntemporary advances made by a shareholder, Cosmos Links International Holding Ltd to the Company for capital expenditure and working capital\npurpose, which was unsecured, interest free and repayable on demand. The balance was $238,286 and $313,903 as of March 31, 2026 and 2025,\nrespectively.

8. BONDS\nPAYABLE

Bonds payable\nconsisted of the following:

\n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of bonds payable
	As of
	March 31, 2026		March 31, 2025
Principal amounts of bonds payable	$	92,795		$	328,043
Less: unamortized discounts		(660	)		(12,829	)
Bonds payable, net		92,135			315,214

Representing:
Current portion		73,708			231,210
Non-current portion		18,427			84,004
Long term portion	$	92,135		$	315,214

These bonds were issued by the Company’s\nsubsidiary, ASN to certain third parties of an aggregate principal amount of $331,688 (HK$2,600,000) under the bond agreements, which\ncarried interest at a rate of 8% per annum.

Bond A: Both annual interest and the principal\namount became monthly payable after the seventh month of the bond agreements up to maturity date.

Bond B : Both annual interest and the full principal\namount became payable in its entirety at the maturity date.

The debt discounts are amortized into interest\nexpense using the effective interest method over the terms of the bonds. Interest expense in relation to bonds payable for the years ended\nMarch 31, 2026, and 2025 were $46,374 and $39,879, respectively.

9. CONVERTIBLE\nDEBTS

In May, October and November 2022 and March, May\nand September 2023, the Company’s subsidiary, ASN issued eight (8) convertible debts of $1,140,240 (HK$8,938,000) aggregate principal\namount, due in three to five years (the “Debts”). The Debts bear interest at a rate of 8.0% per annum, annually payable and\nwill mature in October 2025, November 2025, March 2026, May 2026, September 2026 and May 2027. In October 2025, The Company has settled\none convertible debts of $100,000 (HK$780,000). In November 2025, Mr. Huang Hsiang-An has submitted a Conversion Notice (the “Notice”),\nrequesting the conversion of the outstanding principal into shares of the Company’s common stock. On August 3, 2026, The Company\nreceived the Notice and agreed to issue Mr. Huang Hsiang-An 29,304 shares of its common stock at the price of $3.50 per share, equal to\n$102,564 (HK$800,000) to settle convertible debts payable.

As of March 31, 2026, certain convertible debts\ntotaling $324,698 in aggregate were in default. Of this amount, $102,564 was subsequently settled through share conversions. The Company\nis in active negotiations with the remaining debt holders to settle the outstanding balance and the associated unpaid interest of approximately\n$705,000 in aggregate, as of the date of these financial statements.

The Debts Holders have the right to convert any\nor all of the principal and accrued interest on the Debts into shares of common stock of the Company on the closing of a listing for trading\nof the common stock of the Company on a national securities exchange offering (an “Uplist Offering”). If the Company can close\nan Uplist Offering, the conversion price shall be 70% of the per share offering price in the Uplist Offering.

F-19

ZICIX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2026 AND 2025

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

Interest expense of convertible debts for the\nyears ended March 31, 2026 and 2025 were $311,858 and $198,191, respectively.

The conversion derivative, associated with these\nconvertible debts was accounted for as a liability in accordance with ASC 815-40. The conversion derivative liability was measured at\nfair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of conversion derivative\nliability in the consolidated statements of operations. The convertible debts are made up of the fair value of the embedded conversion\noption with a fair value, totaling $1,040,734 and $1,382,412, as of March 31, 2026 and 2025, respectively.

10. CONVERTIBLE\nPROMISSORY NOTE PAYABLE

In September 16, 2024, the Company issued one\n(1) convertible promissory note of $200,000 aggregate\nprincipal amount, due in two years (the “Note”), payable at maturity date of September\n16, 2026. Subsequent to the reporting date, the Company is in active negotiations with this note holder to settle the outstanding\nbalance and the associated unpaid interest of approximately $242,000, as of the date of these financial statements.

The details of the Note are as follows:

Unless the Note is converted, the principal amounts\nof the Note, and accrued interest at the rate of 10% per annum, are payable of the issuance of the Note (the “Maturity Date”).

The Note holder has the right to convert any or\nall of the principal and accrued interest on the Note into shares of common stock of the Company on the earlier of (i) 60 calendar days\nbefore the Maturity Date of the Note or (ii) the Company’s issuance or sale of any equity securities on or before the Maturity Date,\nin one or a series of related bona fide transactions with any third party, yielding gross proceeds to the Company excess $1,000,000 or\n(iii) when the Company disposed more than 50% of the voting power of the Company, or immediate after the merge with an entity, in which\nthe Company own less than 50% of equity after the merger. The conversion price shall be 80% of the per share of the fair market value\nof the Company’s common stock.

The Company has the right to prepay all or any\npart of the Note without penalty upon five days prior written notice to the Note holder. The Note holder shall have five days after receipt\nof the written notice, to elect to convert all or part of the Note, at a conversion price to be determined mutually between the Company\nand Note holder.

Interest expense of the Note for the years ended\nMarch 31, 2026 and 2025 were $65,670 and $27,074, respectively.

The conversion derivative, associated with this\npromissory note was accounted for as a liability in accordance with ASC 815-40. The conversion derivative liability was measured at fair\nvalue at inception and on a recurring basis, with changes in fair value presented within change in fair value of conversion derivative\nliability in the consolidated statements of operations. The convertible promissory note is made up of the fair value of the embedded conversion\noption with a fair value, as of March 31, 2026 and 2025 of $168,088 and $252,242, respectively.

F-20

ZICIX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2026 AND 2025

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

11. STOCKHOLDERS’\nDEFICIT

Authorized shares

The Company has 400,000,000 shares of Series A\nPreferred Stock authorized with a par value of $0.00001 per share.

The Company has 27,600,000,000 shares of Common\nStock authorized with a par value of $0.00001 per share.

As of March 31, 2026 and 2025, the Company had\n27,600,000,000 and 14,000,000,000 shares of common stock authorized, respectively.

Preferred stock

On\nOctober 17, 2025, the Company converted 10,000\nshares of Series A Preferred Stock into 10,000,000\nshares of its common stock. Each share of the Series A Preferred Stock is convertible into 1000\nshares of common stock, and holders of the Series A Preferred Stock are entitled to vote together with holders of the Common Stock on\nall matters submitted to a vote of the Common Stock holders.

As of March 31, 2026 and 2025, the Company had\n0 and 10,000 shares of Series A Preferred Stock issued and outstanding, respectively.

Common stock

On July 1,2024, the Company cancelled 5,000 shares\nof common stock due to the unpaid proceeds for the shares issued.

In\nJuly 2024, September 2024 and March 2025, the Company entered into subscription agreements with certain individuals under private placements,\nwith the gross proceeds of $780,000 at the average market price of $0.5652 per share. Thereafter, the Company issued 1,380,000 shares\nof its common stock to these individuals in June 2025.

On\nOctober 8, 2025, the Company received an approval for a reverse split of its common shares at a ratio of 1-for-10,000. Upon the effectiveness\nof the reverse split, the total number of issued and outstanding common shares was reduced by a corresponding proportion from 27,149,688,394\nto 2,714,969. 142 fractional shares of common stock were issuable as a result of the reverse split.

As of March 31, 2026 and 2025, the Company had\n12,715,111 and 1,248,969 shares of its common stock issued and outstanding, respectively.

Common stock to be issued

As of March 31, 2026 and 2025, the Company had\n0 and 1,380,000 shares of common stock to be issued, respectively.

F-21

ZICIX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2026 AND 2025

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

12. NET\nLOSS PER SHARE

The calculation of the basic and diluted net loss\nper share attributable to common stockholders of the Company is based on the following data (in dollars, except share data):

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of basic and diluted net loss per share attributable to common stockholders
	Years ended March 31,
	2026		2025
Numerator:
Net loss from continuing operations	$	(1,388,179	)	$	(2,447,184	)
Net loss from discontinued operations		–			(847,234	)
Net loss attributable to common shareholders	$	(1,388,179	)	$	(3,294,418	)

Denominator:
Weighted average common shares outstanding – Basic and diluted		6,982,610			864,896

Net loss per share:
Continuing operations – Basic and diluted	$	(0.19	)	$	(2.83	)
Discontinued operations – Basic and diluted		–			(0.98	)
Net loss per share – Basic and diluted	$	(0.19	)	$	(3.81	)

For the years ended March 31, 2026 and 2025, diluted\nweighted average ordinary shares outstanding is equal to basic weighted average ordinary shares due to the Company’s net loss position.\nHence, no ordinary shares equivalents were included in the computation of diluted net loss per share since such inclusion would have been\nantidilutive.

13. INCOME\nTAX

The provision for income taxes consisted of the\nfollowing:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of provision for income taxes
	Years ended March 31,
	2026		2025

Current tax	$	–		$	–
Deferred tax		–			–

Income tax expenses	$	–		$	–

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

F-22

ZICIX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2026 AND 2025

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

United States

The Company is registered in the State of Nevada\nand 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\ninto law. The Company’s policy is to recognize accrued interest and penalties related to unrecognized tax benefits in its income\ntax provision. The Company has not accrued or paid interest or penalties which were not material to its results of operations for the\nyears presented. Deferred tax asset is not provided for as the tax losses may not be able to carryforward after a change in substantial\nownership of the Company.

For the years ended March 31, 2026 and 2025, there\nwere no operating incomes.

BVI

Under the current BVI law, ANGL is not subject\nto tax on income.

Hong Kong

ASN operating in Hong Kong is subject to the Hong\nKong 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\nthe current year, after deducting a tax concession for the tax year.

As of March 31, 2026, the operations in Hong Kong\nincurred $2,167,849 of cumulative net operating losses which can be carried forward to offset future taxable income. There is no expiry\nin net operating loss carryforwards under Hong Kong tax regime. The Company has provided for a full valuation allowance against the deferred\ntax assets of $357,695 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is\nmore likely than not that these assets will not be realized in the future.

The reconciliation of income tax computed by applying\nthe U.S. federal income tax rate of 21% to the actual income tax (expense) benefit at the Company’s effective rate is as follows:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of reconciliation of income tax expense
	Year ended March 31,
	2026		2025
	Amount		Percent	Amount		Percent
Computed “expected” tax expense		291,518			21.0%		513,909		21.0%
Effect of differential tax rate – subsidiaries (Note i)		(42,704	)		(3.1%	)	(45,356	)	(1.9%	)
Tax credits:
Income not subject to taxes		–			0.0%		(28	)	0.0%
Expenses not subject to tax deduction		16,716			1.2%		47,412		1.9%
Changes in unrecognized tax benefits		(265,530	)		(19.1%	)	(515,937	)	(21.1%	)
Income tax expense		–			0.0%		–		0.0%

Note :

\n \n \n \n

(i)	Represents the foreign income tax rate differential when compared to U.S. statutory income tax rate for the years ended March 31, 2026 and 2025.

F-23

ZICIX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2026 AND 2025

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

The following table sets forth the significant\ncomponents of the deferred tax assets of the Company as of March 31, 2026 and 2025:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of deferred tax assets
	March 31, 2026		March 31, 2025

Net operating losses carryforwards	$	357,695		$	166,306
Less: allowance on deferred tax assets		(357,695	)		(166,306	)
Deferred tax assets, net	$	–		$	–

As of March 31, 2026 and 2025, the Company had\nno unrecognized tax benefits. Interest and penalty charges, if any, related to income taxes would be classified as a component of the\nprovision for income taxes in the consolidated statements of operations. The Company does not expect any significant change in its uncertain\ntax positions in the next twelve months.

The Company filed income tax returns in the United\nStates federal tax jurisdiction and several state tax jurisdictions. Since the Company is in a loss carryforward position, it is generally\nsubject to examination by federal and state tax authorities for all these tax three years in which a net operating loss carryforward is\navailable.

14. RELATED\nPARTY TRANSACTIONS

From time to time, the directors of the Company\nadvanced funds to the Company for capital expenditures and working capital purpose. Those temporary advances are unsecured, non-interest\nbearing and have no fixed terms of repayment.

Nature of relationships with related parties

\n \n \n \n \n \n \n \n \n \n

Name of related party	Relationship with the Company
Lo Yiu Kwok	Family member of the Company’s director and director of the Company’s subsidiary
Messis Global Limited	Controlled by the Company’s director

Related party balances consisted of the following:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of related party balances
		As of
Name	Nature	March 31, 2026		March 31, 2025

Lo Yiu Kwok	Amount due from a related party	$	411,430		$	484,505
Messis Global Limited	Accrued liabilities and other payable		277,722			–
Cosmos Links International Holding Ltd	Amount due to a shareholder	$	238,286		$	313,903

As of March 31,\n2026 and 2025, the amount due from a related party represented temporary non-trade advances to Mr. Lo Yiu Kwok, the director of the Company’s\nsubsidiary, which was unsecured and interest-free. The balance was $411,430 and $484,505 as of March 31, 2026 and 2025, respectively.\nThe balance is expected to be settled by December 31, 2026 or earlier.

As of March 31, 2026, the related party balance\nfrom accrued liabilities and other payable represented the accrued consulting services of $277,722 and recorded as general and administrative\nexpense. These service agreements had an aggregate value of $990,000 for a term of six to eight months and were subsequently settled by\n14,347,826 shares of common stock.

F-24

ZICIX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2026 AND 2025

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

In the ordinary course of business, during the\nyears presented, the Company has engaged with transactions, either at cost or current market price and in the normal commercial terms\namong related parties. The following table provides the transactions with these parties for the years, as presented (for the portion of\nsuch period that they were considered related):

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n


		Year ended March 31,
Name of related party	Nature	2026		2025

Messis Global Limited	Business advisory costs incurred by the Company	$	465,858		$	39,935
Messis Global Limited	Administrative service support fees received by the Company	$	44,377		$	11,015

Apart from the transactions and balances detailed\nelsewhere in these accompanying consolidated financial statements, the Company has no other significant or material related party transactions\nduring the years presented.

15. CONCENTRATIONS\nOF RISKS

The Company is exposed to the following concentrations of risks:

\n\n \n \n

(a)	Major customer

For the year ended March 31, 2026, the Company\nhas two customers, who accounted for 41% and 59% of its total revenues, respectively.

For the year ended March 31, 2025, the Company\nhas one single customer, who accounted for 100% of its total revenues.

\n\n \n \n

(b)	Major vendor

For the year ended March 31, 2026, the Company\nhas one single vendor, who accounted for 85% of its total cost of revenue.

For the year ended March 31, 2025, the Company\nhas one single vendor, who accounted for 100% of its total cost of revenue.

\n \n \n \n

(c)	Credit risk

Financial instruments that potentially subject\nthe Company to credit risk consist of cash and cash equivalents. Cash equivalents are maintained with\nhigh credit quality institutions in Hong Kong, the composition and maturities of which are regularly monitored by the management. The\nHong Kong Deposit Protection Board pays compensation up to a limit of HK$800,000 (equal to $102,057) if the bank in Hong Kong with which\nan individual/a company hold its eligible deposit fails.

\n \n \n \n

(d)	Economic and political risk

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

\n \n \n \n

(e)	Exchange rate risk

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

\n \n \n \n

(f)	Geopolitical risk

The Company has planned its business expansion in Dubai and Middle\nEast since 2026. The escalation of military conflict and political instability in the Middle East, specifically involving the United States,\nIraq, and Iran, could materially and adversely affect its business, financial condition, and results of operations.

F-25

ZICIX CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2026 AND 2025

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

16. COMMITMENTS\nAND CONTINGENCIES

From time to time, the Company may be involved\nin various legal proceedings and claims in the ordinary course of business. The Company currently is not aware of any legal proceedings\nor claims that it believes will have, individually or in the aggregate, a material adverse effect on its business, financial condition,\noperating results, or cash flows.

As of March 31, 2026 and 2025, the Company did\nnot have any significant commitments and contingencies involved, except for the below:

Pursuant to the Stock Purchase Agreement dated\nJuly 25, 2024, the Company is required to issue to the Seller (Lo Yiu Kwok) to an aggregate of 63,000 shares of the Company’s common\nstock, at a par value of $0.00001 upon the achievement of the milestones by its subsidiary, ASN during the three-years’ period following\nJuly 25, 2024 (“Performance Period”) below:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Schedule of performance milestones
Annual revenue milestones (US$) during Performance Period	Number of shares issuable to the Seller

Equal or above $500,000 and less than $1,000,000		12,600
Equal or above $1,000,000 and less than $2,000,000		37,800
Equal or above $2,000,000		63,000

The Company is limited to issue a maximum of 63,000\nshares of the Company’s common stock as earnout shares. The earnout shares, if were issued, classified as equity in accordance with\nASC 480 and ASC 815.

Subsequently, the Company’s subsidiary,\nASN did not meet with the minimum annual revenue of $500,000 as the performance milestone for the first year from July 26, 2024 to July\n25, 2025 and second year from July 26, 2025 to July 25, 2026 under the Performance Period, therefore no earnout shares were issued accordingly.

17. SUBSEQUENT\nEVENTS

In accordance with ASC Topic 855, “Subsequent\nEvents”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date\nbut before financial statements are issued, the Company has evaluated all events or transactions that occurred after March 31, 2026, up\nthrough the date the Company issued the consolidated financial statements.

On August 3, 2026, the Company received the Notice\nand agreed to issue Mr. Huang Hsiang-An 29,304 shares of its common stock at the price of $3.50 per share, equal to $102,564 to settle\nconvertible debts payable on August 11, 2026.

On September 11, 2026, the Company approved\nto issue 8,695,652 and 5,652,174 shares of its common stock to settle the services rendered by a related party, with the service\ncosts totaling $990,000 over the terms of six to eight months.

F-26

ITEM 9. Changes in and\nDisagreements with Accountants on Accounting and Financial Disclosure.

None.

ITEM 9A. Controls and\nProcedures

Evaluation of Disclosure\nControls and Procedures

Our management is responsible\nfor establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act)\nthat is designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange\nAct is recorded, processed, summarized and reported, within the time specified in the Commission's rules and forms. Disclosure controls\nand procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an\nissuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including\nits principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate\nto allow timely decisions regarding required disclosure.

As required by Rule 13a-15\nunder the Securities Exchange Act of 1934, as of the end of the period covered by this report, we have carried out an evaluation of the\neffectiveness of the design and operation of our company’s disclosure controls and procedures. Under the direction of our Chief\nExecutive Officer and our Chief Financial Officer, we evaluated our disclosure controls and procedures and internal control over financial\nreporting and concluded that were not effective as of March 31, 2026.

However, it should be noted\nthat the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can\nbe no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

Management's Annual Report\nOn Internal Control Over Financial Reporting.

Our\nmanagement is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f)\nand 15d-15(f) under the Securities Exchange Act. Our management is also required to assess and report on the effectiveness of our internal\ncontrol over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”). Management,\nunder the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial Officer, assessed the effectiveness\nof our internal control over financial reporting as of March 31, 2026. In making this assessment, we used the criteria set forth by the\nCommittee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework. Based on that\nevaluation, our management concluded that our internal control over financial reporting was not effective as of March 31, 2026.

This\nannual report does not include an attestation report of our registered public accounting firm regarding internal control over financial\nreporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the\nSecurities and Exchange Commission that permit the Company to provide only management’s report in this annual report.

This annual report does\nnot include an attestation report of our registered public accounting firm regarding internal control over financial reporting.\nManagement's report was not subject to attestation by our registered certified public accounting firm pursuant to rules of the\nSecurities and Exchange Commission that permit the Company to provide only management's report.

Changes in Internal Control over Financial\nReporting

There were no changes in the\nCompany’s internal control over financial reporting that occurred during the last fiscal quarter that have materially affected,\nor is reasonably likely to materially affect, the Company’s internal control over financial reporting.

ITEM 9B. Other Information.

During the quarter ended March\n31, 2026, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as\neach term is defined in Item 408(a) of Regulation S-K.

As of the date of this report,\nthe Company has not yet adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of the\nissuer’s securities by directors, officers and employees, or the issuer itself. The issuer recently acquired a new operating business\nand hopes to adopt such a policy as its business stabilizes.

ITEM 9C. DISCLOSURE REGARDING\nFOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

None.

PART III

ITEM\n10. Directors, Executive Officers and Corporate Governance.

Set forth below are the present\ndirectors and executive officers of the Company. Note that there are no other persons who have been nominated or chosen to become directors\nnor are there any other persons who have been chosen to become executive officers. There are no arrangements or understandings between\nany of the directors, officers and other persons pursuant to which such person was selected as a director or an officer. Directors are\nelected to serve until the next annual meeting of stockholders and until their successors have been elected and have qualified. Officers\nare appointed to serve until the meeting of the board of directors following the next annual meeting of stockholders and until their successors\nhave been elected and qualified.

\n \n \n \n \n \n \n \n \n \n \n \n \n

Name	Age	Position
Edwin Kai Ip Li	64	Chief Executive Officer, Director
LO Wai Lin	53	Chief Financial Officer, Secretary and Director

Edwin Kai Ip Li,\nage 64, was appointed to serve as our Chief Executive Officer and a director of the Company on February 6, 2025. Mr. Li has also served\nas the Managing Partner of World Capital Connections, LLC, a capital markets consulting firm, since May 2014, and a director of Friendland\nGlobal Capital, a global investment fund company, since July 2012. Mr. Li received his diploma in Hospitality Administration from Haking\nWong Technical Institute in Hong Kong in 1980. Mr. Li brings to our board his deep experience in business development in the capital markets\nindustry.

LO Wai Lin,\naged 53, was appointed to serve as our Chief Financial Officer, Secretary and Director on June 15, 2024. Ms. Lo has served as a senior\nexecutive at Kenny Lam Solicitors since September 2023. From May 2012 to August 2023, Ms. Lo was a senior executive at Lam Pui King &\nCompany Solicitors. Ms. Lo graduated from Tung Wah Group of Hospitals Mrs. Fung Wong Fung Ting College in 1989. Ms. Lo brings to our board\nher deep expertise in strategic leadership, organizational transformation, and driving innovation in cross-functional teams.

Family Relationships.

There are no family relationships between any of\nour directors or executive officers.

Involvement in Certain Legal Proceedings

No executive officer or director\nhas been involved in the last ten years in any of the following:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	·	Any bankruptcy petition filed by or against any business or property of such person, or of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

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

	·	Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

	·	Being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

	·	Being the subject of or a party to any judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended or vacated relating to an alleged violation of any federal or state securities or commodities law or regulation, or any law or regulation respecting financial institutions or insurance companies, including but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail, fraud, wire fraud or fraud in connection with any business entity; or

\n \n \n \n \n

Being the subject of or a party to any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act, any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Board Committees and Audit Committee Financial Expert

We do not currently have a\nstanding audit, nominating or compensation committee of the board of directors, or any committee performing similar functions. Our board\nof directors performs the functions of audit, nominating and compensation committees. As of the date of this report, no member of our\nboard of directors qualifies as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K promulgated\nunder the Securities Act. We hope to attract a director who qualifies as an “audit committee financial expert” as our business\noperations mature.

Our board of directors does\nnot have a policy with regards to the consideration of any director candidates recommended by our shareholders. Our board of directors\nhas determined that it is in the best position to evaluate our company’s requirements as well as the qualifications of each candidate\nwhen the board considers a nominee for a position on our board of directors.

Code of Ethics

We have not yet adopted a\ncode of ethics that applies to our principal executive officer, principal financial officer principal accounting officer or controller\nin light of our Company’s current stage of development. We expect to adopt a code of ethics in the near future.

ITEM\n11. Executive Compensation.

Compensation Philosophy and Objectives

Our executive compensation\nphilosophy is to create a long-term direct relationship between pay and our performance. Our executive compensation program is designed\nto provide a balanced total compensation package over the executive’s career with us. The compensation program objectives are to\nattract, motivate and retain the qualified executives that help ensure our future success, to provide incentives for increasing our profits\nby awarding executives when corporate goals are achieved and to align the interests of executives and long-term stockholders. The compensation\npackage of our named executive officers consists of two main elements:

\n \n \n \n \n\n\n \n \n \n\n \n \n \n

	1.	base salary for our executives that is competitive relative to the market, and that reflects individual performance, retention and other relevant considerations; and

	2.	discretionary bonus awards payable in cash and tied to the satisfaction of corporate objectives.

Process for Setting Executive Compensation

Until such time as we establish\na Compensation Committee, our Board is responsible for developing and overseeing the implementation of our philosophy with respect to\nthe compensation of executives and for monitoring the implementation and results of the compensation philosophy to ensure compensation\nremains competitive, creates proper incentives to enhance stockholder value and rewards superior performance. We expect to annually review\nand approve for each named executive officer, and particularly with regard to the Chief Executive Officer, all components of the executive’s\ncompensation. We process and factors (including individual and corporate performance measures and actual performance versus such measures)\nused by the Chief Executive Officer to recommend such awards. Additionally, we expect to review and approve the base salary, equity-incentive\nawards (if any) and any other special or supplemental benefits of the named executive officers.

The Chief Executive Officer\nperiodically provides the Board with an evaluation of each named executive officer’s performance, based on the individual performance\ngoals and objectives developed by the Chief Executive Officer at the beginning of the year, as well as other factors. The Board provides\nan evaluation for the Chief Executive Officer. These evaluations serve as the bases for bonus recommendations and changes in the compensation\narrangements of our named executives.

Our Compensation Peer Group

We currently engage in informal\nmarket analysis in evaluating our executive compensation arrangements. As the Company and its businesses mature, we may retain compensation\nconsultants that will assist us in developing a formal benchmark and selecting a compensation peer group of companies similar to us in\nsize or business for the purpose of comparing executive compensation levels.

Program Components

Our executive compensation\nprogram consists of the following elements:

Base Salary

Our base salary structure\nis designed to encourage internal growth, attract and retain new talent, and reward strong leadership that will sustain our growth and\nprofitability. The base salary for each named executive officer reflects our past and current operating profits, the named executive officer’s\nindividual contribution to our success throughout his career, internal pay equity and informal market data regarding comparable positions\nwithin similarly situated companies. In determining and setting base salary, the Board considers all of these factors, though it does\nnot assign specific weights to any factor. The Board generally reviews the base salary for each named executive officer on an annual basis.\nFor each of our named executive officers, we review base salary data internally obtained by the Company for comparable executive positions\nin similarly situated companies to ensure that the base salary rate for each executive is competitive relative to the market.

Discretionary Bonus

The objectives of our bonus\nawards are to encourage and reward our employees, including the named executive officers, who contribute to and participate in our success\nby their ability, industry, leadership, loyalty or exceptional service and to recruit additional executives who will contribute to that\nsuccess.

Summary Compensation Table.

The following summary compensation\ntable sets forth the aggregate compensation we paid or accrued during the fiscal years ended March 31, 2026 and 2025, to (i) our Chief\nExecutive Officer (principal executive officer), (ii) our Chief Financial Officer (principal financial officer), (iii) our three most\nhighly compensated executive officers other than the principal executive officer and the principal financial officer who were serving\nas executive officers on March 31, 2026, whose total compensation was in excess of $100,000, and (iv) up to two additional individuals\nwho would have been within the two-other-most-highly compensated but were not serving as executive officers on March 31, 2026.

SUMMARY COMPENSATION TABLE.

Name and Principal Position

Year

Salary

Bonus

Stock Awards

Option Awards

Non-Equity Incentive Plan Compensation

Change in Pension Value and Non-qualified Deferred\n Compensation Earnings

All Other Compensation

Total

Edwin Kai Ip Li

2026

–

Edwin Kai Ip Li

2025

–

Chief Executive Officer and Director (1)

2025

–

LO Wai Lin

2026

38,489

–

38,489

LO Wai Lin

2025

29,484

–

29,484

Chief Financial Officer, Secretary and Director (2)

2025

–

________________________

\n \n \n \n \n \n \n \n \n

(1)		Mr. Li joined us as our Chief Executive Officer and Director on February 6, 2025.
(2)		Mr. Lo joined us as our Chief Financial Officer and Director on June 15, 2024. He was appointed to serve as our Secretary on December 22, 2025.

Narrative\ndisclosure to Summary Compensation.

Except as set forth above, our officers did not\nreceive compensation for their services. Mr. Lo received cash compensation of $38,489 and $29,484 during the years ended March 31, 2026,\nand 2025, for his services as an officer of the Company. The officers are not parties to written compensation agreements. Future compensation\nterms will be mutually determined once the company achieves sufficient income.

Other\nthan set out above and below, there are no arrangements or plans in which we provide pension, retirement or similar benefits for directors\nor executive officers. We expect to establish one or more incentive compensation plans in the future. Our directors and executive officers\nmay receive securities of the Company as incentive compensation at the discretion of our board of directors in the future. We do not have\nany material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive\nofficers.

Equity Awards

There are no unvested options,\nwarrants or convertible securities outstanding.

At no time during the last\nfiscal year with respect to any of any of our executive officers was there:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	·	any outstanding option or other equity-based award repriced or otherwise materially modified (such as by extension of exercise periods, the change of vesting or forfeiture conditions, the change or elimination of applicable performance criteria, or the change of the bases upon which returns are determined;
	·	any waiver or modification of any specified performance target, goal or condition to payout with respect to any amount included in non-stock incentive plan compensation or payouts;
	·	any option or equity grant;
	·	any non-equity incentive plan award made to a named executive officer;
	·	any nonqualified deferred compensation plans including nonqualified defined contribution plans; or
	·	any payment for any item to be included under All Other Compensation in the Summary Compensation Table.

Equity Award Timing Policies and Practices

We do not grant equity awards\nin anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information for\nthe purpose of affecting the value of executive compensation. In the event material nonpublic information becomes known to the Board of\nDirectors or Compensation Committee before granting an equity award, the Board of Directors or Compensation Committee will consider such\ninformation and use its business judgment to determine whether to delay the grant of equity to avoid any appearance of impropriety.

Currently, stock options or\nsimilar option-like instruments are not a component of our executive compensation program. Accordingly, during fiscal year 2026, we did\nnot grant stock options or similar option-like instruments to our named executive officers during the four business days prior to or the\none business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic\ninformation. We further have not granted grant stock options or similar option-like instruments to our service providers.

Compensation of Directors

None of our directors received\nany compensation for their service as a director for the year ended March 31, 2026. We currently have no formal plan for compensating\nour directors for their services in their capacity as directors, although we may elect to issue stock options to such persons from time\nto time. All directors have agreed to defer remuneration until the company generates revenue. Future compensation terms will be determined\nand disclosed once the company achieves sufficient income. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket\nexpenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration\nto any director undertaking any special services on our behalf other than services ordinarily required of a director.

Compensation Risk Management

Our Board of directors and\nhuman resources staff conducted an assessment of potential risks that may arise from our compensation programs. Based on this assessment,\nwe concluded that our policies and practices do not encourage excessive and unnecessary risk taking that would be reasonably likely to\nhave material adverse effect on the Company. The assessment included our cash incentive programs, which awards non-executives with cash\nbonuses for punctuality. Our compensation programs are substantially identical among business units, corporate functions and global locations\n(with modifications to comply with local regulations as appropriate). The risk-mitigating factors considered in this assessment included:

\n \n \n \n \n \n \n \n \n \n \n \n \n

	·	the alignment of pay philosophy, peer group companies and compensation amounts relative to local competitive practices to support our business objectives; and

	·	effective balance of cash, short- and long-term performance periods, caps on performance-based award schedules and financial metrics with individual factors and Board and management discretion.

Compensation Committee Interlocks and Insider\nParticipation

We have not yet established\na Compensation Committee. Our Board of Directors performs the functions that would be performed by a compensation committee. During the\nfiscal year ended March 31, 2026, none of our executive officers has served: (i) on the compensation committee (or other board committee\nperforming equivalent functions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose\nexecutive officers served on our board of directors; (ii) as a director of another entity, one of whose executive officers served on the\ncompensation committee (or other board committee performing equivalent functions or, in the absence of any such committee, the entire\nboard of directors) of the registrant; or (iii) as a member of the compensation committee (or other board committee performing equivalent\nfunctions or, in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers\nserved as a director of the company.

Compensation Committee Report

Our board of directors has\nreviewed and discussed the Compensation Discussion and Analysis in this report with management. Based on its review and discussion with\nmanagement, the board of directors recommended that the Compensation Discussion and Analysis be included in this Annual Report on Form\n10-K for the year ended March 31, 2026. The material in this report is not deemed filed with the SEC and is not incorporated by reference\nin any of our filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made on,\nbefore, or after the date of this Annual Report on Form 10-K and irrespective of any general incorporation language in such filing.

Submitted by the board of directors:

Edwin Kai Ip Li

LO Wai Lin

ITEM 12. Security\nOwnership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The\nfollowing table sets forth certain information with respect to the beneficial ownership of our common stock, as of July __, 2026, for:\n(i) each of our named executive officers; (ii) each of our directors; (iii) all of our current executive officers and directors as a group;\nand (iv) each person, or group of affiliated persons, known by us to be the beneficial owner of more than 5% of our outstanding shares\nof common stock.

Except as indicated in footnotes\nto this table, we believe that the stockholders named in this table will have sole voting and investment power with respect to all shares\nof common stock shown to be beneficially owned by them, based on information provided to us by such stockholders. Unless otherwise indicated,\nthe address for each director and executive officer listed is: : c/o Zicix Corporation, 1901, The World Trade Centre, 280 Gloucester\nRoad, Causeway Bay, Hong Kong, China.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Common Stock Beneficially Owned

Series A Preferred Stock Owned

Name and Address of Beneficial Owner

Number of Shares
and Nature of
\n Beneficial
Ownership

Percentage of
Total Common
\n Equity (1)

Number of Shares
and Nature of
\n Beneficial
Ownership

Percentage of
Total Series A Preferred
\n Equity (1)

Edwin Kai Ip Li

–

LO Wai Lin (2)

10,557,936

83.03%

–

All executive officers and directors as a Group (3 persons)

10,557,936

83.03%

–

5% or Greater Stockholders:

Tseng Chien Yu

652,307

5.13%

Total 5% or Greater Shareholders

652,307

5.13%

________________

\n \n \n \n \n \n \n \n \n

(1)		Applicable percentage ownership is based on 12,715,111 shares of common\n stock outstanding as of October 1, 2026, together with securities exercisable or convertible into shares of common stock within 60\n days of October 1, 2026. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission\n and generally includes voting or investment power with respect to securities. Shares of common stock that a person has the right\n to acquire beneficial ownership of upon the exercise or conversion of options, convertible stock, warrants or other securities that\n are currently exercisable or convertible or that will become exercisable or convertible within 60 days October 1, 2026, are deemed\n to be beneficially owned by the person holding such securities for the purpose of computing the number of shares beneficially owned\n and percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage ownership\n of any other person.
(2)		LO Wai Lin, our Chief Financial Officer and Director, owns 10,557,936 shares of our common stock. On October 17, 2025, she converted her 10,000 shares of our Series A Preferred Stock into 10 million shares of common stock. Each share of Series A Preferred Stock has the voting rights, powers, preferences and privileges more fully described in the section entitled “Description of Registrant’s Securities to be Registered.”

ITEM 13.\nCertain Relationships and Related Transactions, and Director Independence.

Other than as disclosed below,\nthere are no transactions during our two most recent fiscal years ended March 31, 2026, and March 31, 2025, or any currently proposed\ntransaction, in which our Company was or to be a participant and the amount exceeds the lesser of $120,000 or one percent of the average\nof our Company’s total assets at year-end for our last two completed years, and in which any of our directors, officers or principal\nstockholders, or any other related person as defined in Item 404 of Regulation S-K, had or have any direct or indirect material interest.

As of March 31, 2026 and 2025,\nthe amount due from a related party represented temporary non-trade advances to Mr. Lo Yiu Kwok, the director of the Company’s subsidiary,\nwhich was unsecured and interest-free. The balance was $411,430 and $484,505 as of March 31, 2026 and 2025, respectively. The balance\nis expected to be settled by December 31, 2026 or earlier.

As of March 31, 2026 and 2025,\nthe amount represented temporary advances made by a shareholder, Cosmos Links International Holding Ltd to the Company for capital expenditure\nand working capital purpose, which was unsecured, interest free and repayable on demand. The balance was $238,286 and $313,903 as of March\n31, 2026 and 2025, respectively.

From time to time, the directors\nof the Company advanced funds to the Company for capital expenditures and working capital purpose. Those temporary advances are unsecured,\nnon-interest bearing and have no fixed terms of repayment.

The Company acquired 100%\nequity interest in ASN from Lo Yiu Kwok at the cash consideration of $5,000 during the year ended March 31, 2025, at its fair value.

Apart from the transactions\nand balances detailed elsewhere in these accompanying consolidated financial statements, the Company has no other significant or material\nrelated party transactions during the periods or years presented.

We\nhave not adopted policies or procedures for approval of related person transactions but review them on a case-by-case basis. We believe\nthat all related party transactions were on terms at least as favorable as we would have secured in arm’s-length transactions with\nthird parties. Except as set forth above, we have not entered into any material transactions with any director, executive officer, and\npromoter, beneficial owner of five percent or more of our common stock, or family members of such persons.

Director Independence

Though\nnot a listed company, we intend to adhere to the corporate governance standards adopted by NASDAQ. NASDAQ rules require our Board to make\nan affirmative determination as to the independence of each director. Consistent with these rules, our Board conducted its annual review\nof director independence. During the review, our Board considered relationships and transactions since incorporation between each director\nor any member of her immediate family, on the one hand, and us and our subsidiaries and affiliates, on the other hand. The purpose of\nthis review was to determine whether any such relationships or transactions were inconsistent with a determination that the director is\nindependent. Based on this review, our Board determined that none of the current members of our Board are independent directors under\nthe criteria established by NASDAQ and by our Board.

ITEM 14. Principal\nAccountING Fees And Services.

Aloba, Awomolo & Partners\naudited our financial statements for the fiscal years ended March 31, 2026, and 2025.

All audit work was performed\nby the full time employees of Aloba, Awomolo & Partners for the fiscal years ended March 31, 2026, and 2025. Our board of directors\ndoes not have an audit committee. The functions customarily delegated to an audit committee are performed by our full board of directors.\nOur board of directors approves in advance, all services performed by Aloba, Awomolo & Partners, but have not adopted pre-approval\npolicies or procedures. Our board of directors has considered whether the provision of non-audit services is compatible with maintaining\nthe principal accountant’s independence, and has approved such services.

The following table sets forth\nfees billed by our auditor during the last two fiscal years for services rendered for the audit of our annual financial statements and\nthe review of our quarterly financial statements, services by our auditors that are reasonably related to the performance of the audit\nor review of our financial statements and that are not reported as audit fees, services rendered in connection with tax compliance, tax\nadvice and tax planning, and all other fees for services rendered.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	March 31, 2026		March 31, 2025

Audit fees	$	18,000		$	40,000
Audit related fees		–			–
Tax fees		–			–
All other fees		–			–
Total	$	18,000		$	40,000

PART IV

ITEM 15. Exhibits\nand Financial Statement Schedules.

The following documents are filed as part of this report:

\n \n \n \n

(1)	Financial Statements

Financial Statements are included in Part II, Item 8 of this report.

\n \n \n \n

(2)	Financial Statement Schedules

No financial statement schedules are included because\nsuch schedules are not applicable, are not required, or because required information is included in the financial statements or notes\nthereto.

\n \n \n \n

(3)

Exhibits

Exhibit No.		Description

3.1		Amended and Restated Articles of Incorporation (1)
3.2		Bylaws (1)
4.1		Specimen certificate evidencing shares of Common Stock (1)
4.2		Description of Securities*
10.1		Stock Purchase Agreement dated June 7, 2024, by and between The William A. Petty Living Trust and Lo Wai Lin (1)
10.2		Stock Purchase Agreement dated July 25, 2024, by and between Zicix Corporation, a Nevada corporation, Lo Yiu Kwok (“Seller”) and ASN Zone One Limited, a Hong Kong private limited company (1)
10.3		Framework Agreement for Regional Market Cooperation in the Middle East, Africa and Asia, dated November 7, 2024, between ASN Zone One Limited and Shenzhen Qianhai Hengyunlian Technology Co., Ltd. (1)
10.4		Tenancy Agreement, dated October 8, 2024, by and between Market Century Global Limited and ASN Zone One Limited (1)
10.5		Convertible Promissory Note dated September 16, 2024, in the Principal Amount of $200,000 in favor of Chen Rui Teng (2)
21		Subsidiaries *
31.1		Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2		Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
32.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
32.2		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
99.1		Image File (included due to SEC filing issue on October 15, 2026)*
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document *
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document *
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) *
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document *
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document *
101.SCH		Inline XBRL Taxonomy Extension Schema Document *
104		Cover Page Interactive Data File (formatted in inline XBRL, and included in exhibit 101).

_____________________________

\n \n \n \n \n \n \n \n \n \n \n \n \n

*	Filed Herewith.

(1)	Incorporated by reference to the Exhibits to the Registration Statement on Form 10 filed with the Securities and Exchange Commission on October 14, 2025.
(2)	Incorporated by reference to the Exhibits to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on February 20, 2026.

ITEM 16. FORM 10-K SUMMARY.

None.

SIGNATURES

Pursuant to the requirements of Section 13 or\n15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned\nthereunto duly authorized.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	ZICIX CORPORATION


Date: October 15, 2026	By:	/s/ Edwin Li
		Name: Edwin Li
		Title: Chief Executive Officer

","original","zhKind","translation","complete",false,"ZICX","政策与监管","市场观察","退市","aihot","/items/dqiuqmrhj3vf426alc27n4elv","https://www.sec.gov/Archives/edgar/data/1465311/000168316826007877/0001683168-26-007877-index.htm","rss-sec-xbrl","name","SEC · EDGAR 财务披露","rss","firstParty","iconUrl","/api/img-proxy?u=https%3A%2F%2Fwww.sec.gov%2Fthemes%2Fcustom%2Fuswds_sec%2Fassets%2Fimg%2Ffavicons%2Fapple-touch-icon.png&mode=avatar&exp=1792281600&sig=7e2c0b2887bde829","iconSrcSet","/api/img-proxy?u=https%3A%2F%2Fwww.sec.gov%2Fthemes%2Fcustom%2Fuswds_sec%2Fassets%2Fimg%2Ffavicons%2Fapple-touch-icon.png&mode=avatar-48&exp=1792281600&sig=4a4e737d69fc85ba 48w, /api/img-proxy?u=https%3A%2F%2Fwww.sec.gov%2Fthemes%2Fcustom%2Fuswds_sec%2Fassets%2Fimg%2Ffavicons%2Fapple-touch-icon.png&mode=avatar-96&exp=1792281600&sig=f06d97a3bb025478 96w","changelogVersion","2026-10-01T08:00"]