Disclaimer Regarding Forward Looking Statements

Our Management's Discussion and Analysis or Plan of Operations contains not only statements that are historical facts, but also statements that are forward-looking. Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national and local general economic and market conditions; demographic changes; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.

Although the forward-looking statements in this Quarterly Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.





Company Overview

The following discussion should be read in conjunction with the interim unaudited condensed consolidated financial statements and the notes thereto, which are set forth in Item 1 of this report.

The Company operates within the Esports industry and derives revenue from esports tournament management and team services. The Company offers tournament management services to their customers, whereby they are engaged to provide the service of managing and hosting a tournament of the customer's choice. The Company provides the required manpower and skills to host and manage an esports tournament on their own Matchroom.net platform or on the platform of the customer. Apart from hosting the tournaments of other customers, the Company also hosts and managed their own internally held tournaments. The Company will obtain sponsorship agreements with other third-party entities whereby the Company commits to deliver certain sponsor and promotional services in exchange for consideration.





COVID-19

As discussed in more detail throughout this Quarterly Report on Form 10-Q for the six months ended June 30, 2022 (this "Quarterly Report"), we have experienced business disruptions resulting from efforts to contain the rapid spread of the novel coronavirus ("COVID-19"), including the vast mandated self-quarantines of customers and closures of non-essential business throughout the United States and internationally.

The COVID-19 pandemic has adversely impacted global commercial activity, disrupted supply chains and contributed to significant volatility in financial markets. From March 2020, the Malaysian Prime Minister has issued a number of Movement Control Orders (MCO), which reduced movement within Malaysia and cancelled to various extents all non-essential travel and limited travel from outsiders deemed as non-essential. The MCO remains in place to date.

In the second quarter of 2022, the COVID-19 pandemic continues to adversely impact many different industries. The ongoing COVID-19 pandemic could have a continued material adverse impact on economic and market conditions and trigger a period of global economic slowdown. The rapid development and fluidity of this situation precludes any prediction as to the extent and the duration of the impact of COVID-19. The COVID-19 pandemic therefore presents material uncertainty and risk with respect to us and our performance and could materially affect our financial results in an adverse way.











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We expect the evolving COVID-19 pandemic to continue to have an adverse impact on our business and results of operations, as the ongoing pandemic is likely to continue to depress economic activity and reduce the demand for our products and services, as well as disrupt supply chains. Although the duration and severity of the COVID-19 pandemic, and resulting economic impacts, remain uncertain, we expect that our business operations and results of operations, will be adversely impacted through 2022, and possibly longer.

In these challenging and unprecedented times, management is taking all necessary and appropriate action to maximize liquidity as the Company navigates the current landscape. These actions include significantly reducing operating expenses and the elimination of all non-essential spending and capital expenditures.





Going concern

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

The Company has determined that certain factors raise substantial doubt about its ability to continue as a going concern for a least one year from the date of issuance of these unaudited condensed consolidated financial statements.

As of June 30, 2022, the Company had $2,313 in cash, working capital deficit of $5,987,796 and accumulated deficit of $9,102,221. The Company incurred a continuous loss of $1,267,515 during the six months ended June 30, 2022. The Company believes that its current level of cash are not sufficient to fund its operations and obligations without additional financing. In addition, with respect to the ongoing and evolving coronavirus (COVID-19) outbreak, which was designated as a pandemic by the World Health Organization on March 11, 2020, the outbreak has caused substantial disruption in international economies and global trades and if repercussions of the outbreak are prolonged, could have a significant adverse impact on the Company's business.

The continuation of the Company as a going concern through the next twelve months is dependent upon the continued financial support from its stockholders and related parties. The Company is currently pursuing additional financing for its operations. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations for one year from the date of the filing of the unaudited condensed consolidated financial statements.

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





Overview and Outlook

The following comparative analysis on results of operations was based primarily on the comparative unaudited condensed consolidated financial statements, footnotes and related information for the periods identified below and should be read in conjunction with the unaudited condensed consolidated financial statements and the notes to those statements that are included elsewhere in this report.

Three months ended June 30, 2022, compared to the three months ended June 30, 2021

For the three months ended June 30, 2022 and 2021, the following customers accounted for 10% or more of our total net revenues and its outstanding accounts receivable as of June 30, 2022 and 2021:





                 Three months ended June 30, 2022                 June 30, 2022
                                          Percentage                Accounts
Customers         Revenues               of revenues               receivable

Customer A   $            29,795                  70%            $        31,311
Customer E                 4,360                  10%                          -

    Total:   $            34,155                  80%   Total:   $        31,311








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                 Three months ended June 30, 2021                 June 30, 2021
                                          Percentage                Accounts
Customers         Revenues               of revenues               receivable

Customer A   $             5,152                  34%            $         6,932
Customer B                 3,082                  21%                      3,041
Customer C                 2,198                  15%                          -
Customer D                 1,491                  10%                      4,591

    Total:   $            11,923                  80%   Total:   $        14,564

All of our major customers are located in Malaysia, India and Philippines

Revenue increased by 184.4% to $42,552 for the three months ended June 30, 2022, from $14,964 for the three months ended June 30, 2021. The increase in revenue is mainly attributed by our white label project entered with Smart Communications, Inc., a large telecommunication provider in the Philippines and revenue of matchroom Mini-app solutions.

Cost of revenue increased by 87.3% to $215,749 for the three months ended June 30, 2022, from $115,196 for the three months ended June 30, 2021. The increase in cost of revenue is due to the increase in the rental of platform server cost, network bandwidth cost, amortization of capitalized development costs and direct labor costs incurred during the period.

General and administrative expenses increased by 51.1% to $437,185 for the three months ended June 30, 2022, from $289,400 for the three months ended June 30, 2021. The increase in general and administrative expenses is mainly attributable from the increase in exhibition expenses, company and secretarial expenses, depreciation on right-of-use assets and telecommunication expenses.

Net loss increased 52.9% to $609,100 for the three months ended June 30, 2022, from net loss of $398,275 for the three months ended June 30, 2021. The increase in net loss is mainly attributed from the increase in general and administrative expenses and cost of revenue.


 Six months ended June 30, 2022, compared to the six months ended June 30, 2021

For the six months ended June 30, 2022 and 2021, the following customers accounted for 10% or more of our total net revenues and its outstanding accounts receivable as of June 30, 2022 and 2021:





                Six months ended June 30, 2022                  June 30, 2022
                                        Percentage                Accounts
Customers        Revenues              of revenues               receivable

            $           45,083                  70%   Total:   $        31,311






                 Six months ended June 30, 2021                  June 30, 2021
                                         Percentage                Accounts
Customers         Revenues              of revenues               receivable

Customer A   $           10,320                  36%            $         6,932
Customer B                3,082                  11%                      3,041
Customer C                2,994                  11%                      4,591

    Total:   $           16,396                  58%   Total:   $        14,564










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All of our major customers are located in Malaysia, India and Philippines

Revenue increased by 127.9% to $64,861 for the six months ended June 30, 2022, from $28,466 for the six months ended June 30, 2021. The increase in revenue is mainly attributed by our new white label project entered with Smart Communications, Inc., a large telecommunication provider in the Philippines and revenue of matchroom Mini-app solutions.

Cost of revenue increased by 80.9% to $369,945 for the six months ended June 30, 2022, from $204,550 for the six months ended June 30, 2021. The increase in cost of revenue is due to the increase in the rental of platform server cost, network bandwidth cost, amortization of capitalized development costs and direct labor costs incurred during the period.

General and administrative expenses increased by 87.0% to $954,793 for the six months ended June 30, 2022, from $510,593 for the six months ended June 30, 2021. The increase in general and administrative expenses is mainly attributable from the increase in exhibition expenses, company and secretarial expenses, depreciation on right-of-use assets, telecommunication expenses and investor relations fee.

Net loss increased 80.0% to $1,267,515 for the six months ended June 30, 2022, from net loss of $704,277 for the six months ended June 30, 2021. The increase in net loss is mainly attributed from the increase in general and administrative expenses and cost of revenue.

Liquidity and Capital Resources

As of June 30, 2022, we had cash of $2,313, accounts receivable of $35,230, deposit and other receivables of $26,533. Such cash amount and other sources of liquidity are not sufficient to support our operation in the next twelve months. The Company is currently pursuing additional financing for its operations. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations. In the absence of such financing, our business will likely fail.





                                                 Six Months Ended June 30
                                                   2022              2021

Net cash used in operating activities $ (780,958 ) $ (578,159 ) Net cash used in investing activities $ (164,109 ) $ (149,395 ) Net cash generated from financing activities $ 928,121 $ 699,587

Net Cash Used In Operating Activities

For the six months ended June 30, 2022, net cash used in operating activities was $780,958, which consisted primarily of a net loss of $1,267,515, a gain on disposal of subsidiaries of $10,239, an increase in deposit and other receivables of $2,892, an increase in accounts receivable of $16,984, a decrease in operating lease liabilities of $2,467, and offset by depreciation on plant and equipment of $17,941, right of use amortization of $2,483, an increase in accrued liabilities and other payables of $12,493, an increase in accrued compensation payable to officers and directors of $40,763, increase in accounts payable of 110,809 and an increase in deferred revenue of $271,273.

For the six months ended June 30, 2021, net cash used in operating activities was $578,159, which consisted primarily of a net loss of $704,277, an increase in deposit and receivables of $6,326, a decrease in accrued liabilities and other payables of $10,262, a decrease in operating lease liabilities of $2,593 and offset by depreciation on plant and equipment of $5,087, amortization on intangible assets of $89,922, right of use amortization of $2,545, a decrease in accounts receivable of $5,130, an increase in accounts payable of $118, an increase in accrued compensation payable to officers and directors of $42,497.

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











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Net Cash Used In Investing Activities.

For the six months ended June 30, 2022 and 2021, net cash used in investing activities was $164,109 and $149,395, respectively which consisted primarily of capitalization of software platform costs and purchase of plant and equipment.

Net Cash Generated From Financing Activities.

For the six months ended June 30, 2022 and 2021, net cash provided by financing activities was $928,121 and $699,587, respectively which consisted primarily of advances from related parties.

Off-Balance Sheet Arrangements

We have not entered any financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered any derivative contracts that are indexed to our own shares and classified as shareholders' equity, or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity, or market risk support to such entity. Moreover, we do not have any variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

Critical Accounting Policies and Estimates

The preparation of unaudited condensed consolidated financial statements requires management to make estimates and assumptions that impact amounts reported therein. On a regular basis, we evaluate these estimates. These estimates are based on management's historical industry experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

For a description of the accounting policies that, in management's opinion, involve the most significant application of judgment or involve complex estimation and which could, if different judgment or estimates were made, materially affect our reported financial position, results of operations, or cash flows, see the notes to consolidated financial statements included in the Form 10-K for the year ended December 31, 2021, as well as Note 3 to our unaudited condensed consolidated financial statements for the six months ended June 30, 2022.

During the six months ended June 30, 2022, there were no significant changes in our accounting policies and estimates to our unaudited condensed consolidated financial statements.

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