OTC: ZICX

ASN initially intended to
focus on extending its reach to the Middle East by the end of 2026. Since March 2026, we have experienced temporary cessation of Dubai
business operations due to an inability to execute the scheduled product shipments to our regional distribution hub in Dubai, resulting
from regional supply chain and transit disruptions caused by U.S.-Iraq conflict. As of March 31, 2026, our bank accounts had been suspended,
resulting in no cash balances, also certain overdue convertible debts totaling approximately $326,700 (principal and unpaid interest)
were in default. We have funded ASN’s operations and capital expenditure primarily through financial support from our stockholders
and directors. Our continuation as a going concern is dependent upon improving profitability, securing continued financial support from
our stockholders or raising additional capital through external fund-raising, such as, private placements. Management believes the existing
stockholders will provide additional cash to meet with our obligations as they become due. However, there is no assurance that we will
be successful in securing sufficient funds to sustain the operations.

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

On July 25, 2024, Zicix Corporation,
a Nevada corporation (the “Corporation”), entered into that certain Stock Purchase Agreement (the “Stock Purchase Agreement”)
pursuant to which the Corporation agreed to purchase from Lo Yiu Kwok (“Seller”) 10,000 shares of ordinary stock of ASN Zone
One Limited, a Hong Kong private limited company (“ASN”), constituting all of the issued and outstanding securities of ASN
(the “ASN Securities”). The consideration for ASN Securities was Five Thousand Dollars and up to an aggregate amount of Six
Hundred Thirty Million (630,000,000) shares of the Corporation’s common stock, par value $0.00001, which shares are issuable upon
the achievement of certain revenue-based milestones (the “Earn Out Shares”) occurring during the three year period following
July 25, 2024 (the “Earn Out Period”). ASN 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 25, 2025, and therefore no earnout shares were issued.

The foregoing description
of the Stock Purchase Agreement between Seller, ASN and the Corporation is qualified in its entirety by the terms of the Stock Purchase
Agreement attached hereto and incorporated herein as Exhibit 2.

Our corporate organization
chart is below.

1

We are not a Hong Kong operating
company but a Nevada holding company with operations conducted through our wholly owned subsidiary based in Hong Kong. This structure
presents unique risks as our investors may never directly hold equity interests in our Hong Kong subsidiary and will be dependent upon
contributions from our subsidiary to finance our cash flow needs. ZICIX Corporation and its Hong Kong subsidiary are not required to obtain
permission from the Chinese authorities including the China Securities Regulatory Commission, or CSRC, or Cybersecurity Administration
Committee, or CAC, to operate or to issue securities to foreign investors. However, in light of the recent statements and regulatory actions
by the PRC government, such as those related to Hong Kong’s national security, the promulgation of regulations prohibiting foreign
ownership of Chinese companies operating in certain industries, which are constantly evolving, and anti-monopoly concerns, we (the parent
company and our subsidiary) may be subject to the risks of uncertainty of any future actions of the PRC government in this regard including
the risk that we inadvertently conclude that such approvals are not required, that applicable laws, regulations or interpretations change
such that we are required to obtain approvals in the future, or that the PRC government could disallow our holding company structure,
which would likely result in a material change in our operations, including our ability to continue our existing holding company structure,
carry on our current business, accept foreign investments, and offer or continue to offer securities to our investors. These adverse actions
would likely cause value the value of our common stock to significantly decline or become worthless. We may also be subject to penalties
and sanctions imposed by the PRC regulatory agencies, including the Chinese Securities Regulatory Commission, if we fail to comply with
such rules and regulations, which would likely adversely affect the ability of the Company’s securities to continue to trade on
the Over-the-Counter Bulletin Board, which would likely cause the value of our securities to significantly decline or become worthless.
For a detailed description of the risks facing the Company associated with our operations in Hong Kong, please refer to “Risk Factors – Risks Relating to Doing Business in Hong Kong.”

We are authorized to issue
up to 27,600,000,000 shares of our common stock, par value $0.00001, and 400,000,000 shares of preferred stock, par value $0.00001. Our
Board has designated the following classes of preferred stock: (i) the Series A Preferred Stock,” par value $0.00001, with 100,000,000
authorized shares, 10,000 of which are issued and outstanding; and (ii) “Series B Convertible Preferred Stock,” par value
$0.001, with 50,000,000 authorized shares, none of which are issued and outstanding. The voting and conversion rights of each series of
preferred stock and the beneficial ownership of such securities by insiders are summarized below:

Stock
Voting Rights
Ownership

Common Stock
One vote per share
20.55% held by Lo Wai Lin

Series A Preferred Stock
Holders of Series A Convertible Preferred Stock are entitled to vote on matters submitted to a vote of the shareholders with each one share having 1,000 votes. Each one share of Series A Convertible Preferred Stock converts into 1,000 shares of Common Stock.
100% held by Lo Wai Lin

Series B Convertible Preferred Stock
Holders of Series B Convertible Preferred Stock have no voting rights, and each one share of Series B Convertible Preferred Stock converts into 4 shares of Common Stock.
None outstanding

On an as converted basis,
Lo Wai Lin will be entitled to control approximately 83.04% of our voting power on matters submitted to a vote of the shareholders. We
do not intend to utilize controlled company exemptions.

We are at a development
stage company. We are not required to obtain permission from the Chinese authorities to operate or to issue securities to foreign investors.

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

We are organized under the
laws of the State of Nevada as a holding company that conducts its business through its Hong Kong subsidiary. This may have an adverse
impact on the ability of U.S. investors to enforce a judgment obtained in U.S. Courts against these entities, or to effect service of
process on the officers and directors managing the foreign subsidiary.

2

Corporate History

We were incorporated under
the laws of the State of Nevada on January 21, 2011, under the name ZICX Corporation. On January 26, 2011, Bederra Corporation, a Texas
corporation, merged into Zicix Corporation, a Nevada corporation, with Zicix Corporation as the surviving corporation. Bederra Corporation
provided multiple modality diagnostic medical imaging, medical and clinical services. During the year ended December 31, 2012, the company
earned gross revenues of approximately $159,105.

The Company carried on nominal
or no operations from the year ended December 31, 2013, until September 13, 2018, at which time the Company completed the acquisition
of Marketing Digest, Inc. (a private company). As a result of this acquisition, the primary business of the Company became the development
and launch of a coupon redemption app for customers to download on smartphones and other devices. No change in control occurred in connection
with this acquisition.

Despite the acquisition of
Marketing Digest, Inc., the Company conducted no or nominal operations during the years ended December 31, 2018, until the occurrence
of the below described change in control.

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

Change in Control

On June 7, 2024, The William
A. Petty Living Trust (“Seller”) and Lo Wai Lin (“Purchaser”) entered into that certain Stock Purchase Agreement
(the “Stock Purchase Agreement”) pursuant to which Seller agreed to sell, and Purchaser agreed to purchase, 100,000,000 shares
of Series A Preferred Stock (the “Preferred A Shares”) of Zicix Corporation, a Nevada corporation (the “Corporation”)
(representing 10,000 shares of Preferred A Shares on a post Reverse Split basis). Each share of the Series A Preferred Stock is convertible
into 1000 shares of common stock, and holders of the Series A Preferred Stock are entitled to vote together with holders of the Common
Stock on all matters submitted to a vote of the Common Stock holders. The sale and purchase transaction closed on June 15, 2024. As a
result, a change in control of the Corporation occurred with the Purchaser becoming the controlling shareholder of the Corporation.

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

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 resigned from all of his positions with the Corporation; WU XuLiang was appointed to fill all vacancies created by Mr.
THONG’s departure; and Wan Yuk Chee was appointed to serve as the Secretary to replace LO Wai Lin. Effective February 6, 2025, WU
XuLiang resigned from 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 Agreement between Seller and Purchaser is qualified in its entirety by the terms of the Stock Purchase Agreement
attached hereto and incorporated herein as Exhibit 10.1.

Increase in Authorized Capital; Reverse Stock
Split

Effective June 11, 2024, the
Corporation also increased its authorized shares from One Billion Six Million (1,600,000,000) shares of Common Stock, par value $0.001,
and One Hundred Million shares of Preferred Stock, par value $0.0001, to Twelve Billion Seven Hundred Million (12,700,000,000) shares
of Common Stock, par value $0.00001, and One Hundred Million shares of Preferred Stock, par value $0.00001.

Effective December 30, 2024,
the Corporation increased its authorized shares from Twelve Billion Seven Hundred Million (12,600,000,000) shares of Common Stock, par
value $0.00001, and One Hundred Million (100,000,000) shares of Preferred Stock, par value $0.00001, to Fourteen Billion (14,000,000,000)
shares of Common Stock, par value $0.00001, and One Hundred Million (100,000,000) shares of Preferred Stock, par value $0.00001.

3

Effective June 18, 2025, the
Corporation increased its authorized shares from Fourteen Billion (14,000,000,000) shares of Common Stock, par value $0.00001, and One
Hundred Million (100,000,000) shares of Preferred Stock, par value $0.00001, to Twenty Seven Billion Six Hundred Million (27,600,000,000)
shares of Common Stock, par value $0.00001, and Four Hundred Million (400,000,000) shares of Preferred Stock, par value $0.00001.

Effective October 9, 2025,
the Corporation effectuated a 1:10,000 reverse stock split of its common stock whereby each 10,000 shares of the Corporation’s common
stock were reduced to one share (the “Reverse Split”). In connection with Reverse Split, the Corporation’s 100,000,000
shares of Preferred A Shares were reduced to 10,000 shares of Preferred A Shares.

Acquisition of ASN Zone One Limited

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

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

ASN’s current core offering
is an “AI-Enabled Global Network Marketing and Advertising Platform,” which integrates cutting-edge hardware (e.g., naked
eye 3D LED displays) with smart software systems to deliver end-to-end services for clients’ global business expansion. ASN operates
in Hong Kong and currently is speaking with potential clients such as media outlets in 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 East by the end of 2026. Thereafter as financing
permits, ASN hopes to expand to North Africa, US, Europe, and Asia.

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

Market Overview

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

According to Grand View Research,
the broader 3D display market size was estimated approximately USD $144.5B in 2024 and projected to reach USD 413.13 billion by 2030,
growing 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
growth during the forecast period from 2025 to 2033, driven by retail, events, advertising/OOH (out-of-home), gaming and medical/industrial
applications. As use cases continue to diversify and hardware/software innovation accelerates, we believe the 3D display market is poised
to become an increasingly integral part of the global visual technology landscape.

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

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

4

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

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

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

Our Business.

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

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

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

Mobile Displays (Smart
Mobile 3D Ads):

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

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

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

5

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

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

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

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

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

Fixed Display (Iconic
3D Billboards in Global Hotspots):

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

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

Advertising Platform
– Data Driven Campaign Management:

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

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.

6

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

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

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

Unit Economics and Pricing

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

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

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

Marketing & Sales Strategy

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

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

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

7

Target Customers

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

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

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

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

Major Customers.

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

For the year ended March 31,
2026, the Company has 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, 2025, the Company has one single customer, Runde Holdings Limited, that accounted for 100% of its total revenues.

All customers are located
in Hong Kong.

Major Vendors

For the year ended March 31,
2026, the Company has one single vendor, Digital One Solutions Limited, that accounted for 85% of its total cost of revenue. For the year
ended March 31, 2025, the Company has one single vendor, Shenzhen Qianhai Hengyunlian Technology Co. Ltd, that accounted for 100% of its
total cost of revenue.

INTELLECTUAL PROPERTY
AND PATENTS

We
rely on, trade secrets, copyrights, know-how, trademarks, license agreements and contractual provisions to establish our intellectual
property rights and protect the any future company or product brand. These legal means, however, afford only limited protection and may
not adequately protect our rights. Litigation may be necessary in the future to enforce our intellectual property rights, protect our
trade secrets or determine the validity and scope of the proprietary rights of others. Litigation could result in substantial costs and
diversion of resources and management attention. Any unauthorized disclosure or use of our intellectual property could increase our costs
and harm our operating results.

The
laws 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
unable to fully protect our intellectual property rights in our country. Further, companies in the internet, social media technology and
other industries may own large numbers of patents, copyrights and trademarks and may frequently request license agreements, threaten litigation
or file suit against us based on allegations of infringement or other violations of their intellectual property rights.

8

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

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

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

COMPETITION.

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

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

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

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

EMPLOYEES.

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

Executive officers
1

Operational Management
1

Officers
3

Total
5

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

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

GOVERNMENT AND INDUSTRY REGULATIONS

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

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

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

Regulations Related to Our Business Operations
in Hong Kong

Regulations Related to Business Registration

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

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

Regulations Related to Employment and Labor
Protection

Employment Ordinance (Chapter 57 of the
Laws of Hong Kong)

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

10

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

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

Minimum Wage Ordinance (Chapter 608 of
the Laws of Hong Kong)

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

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

The Mandatory Provident Fund
Schemes Ordinance (“MPFSO”) is an ordinance enacted for the purposes of providing for the establishment of non-governmental
mandatory provident fund schemes (each, a “MPF Scheme”). The MPFSO requires every employer of an employee of 18 years
of 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
Scheme. Subject to the minimum and maximum relevant income levels, it is mandatory for both employers and their employees to contribute
5% of the employee’s relevant income to the MPF Scheme. Any employer who contravenes this requirement commits a criminal offense
and is liable on conviction to a fine and imprisonment. As of the date of this registration statement, the Company believes it has made
all contributions required under the MPFSO.

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

The Occupiers Liability Ordinance
(Chapter 314 of the Laws of Hong Kong) regulates the obligations of a person occupying or having control of premises on injury
resulting to persons or damage caused to goods or other property lawfully on the land. The Occupiers Liability Ordinance imposes a common
duty 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
will 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
of the Laws of Hong Kong)

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

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

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

Regulations and
Notices Related to Hong Kong Taxation

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

Under the Inland Revenue Ordinance,
where an employer commences to employ in Hong Kong an individual who is or is likely to be chargeable to tax, or any married person,
the employer shall give a written notice to the Commissioner of Inland Revenue not later than three months after the date of commencement
of 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
chargeable to tax, or any married person, the employer shall give a written notice to the Commissioner of Inland Revenue not later than
one month before such individual ceases to be employed in Hong Kong.

Tax on dividends

Under the current practice
of 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
in respect to capital gains from the sale of shares. However, trading gains from the sale of shares by persons carrying on a trade, profession,
or business in Hong Kong, where such gains are derived from or arise in Hong Kong, will be subject to Hong Kong profits
tax, 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
HKD2,000,000 on corporations from the year of assessment commencing on or after April 1, 2018. Certain categories of taxpayers (for
example, financial institutions, insurance companies, and securities dealers) are likely to be regarded as deriving trading gains rather
than 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
Laws of Hong Kong)

Under the Stamp Duty
Ordinance, the Hong Kong stamp duty currently charged at the ad valorem rate of 0.13% on the higher of the consideration for or
the market value of the shares will be payable by the purchaser on every purchase and by the seller on every sale of Hong Kong
shares (in other words, a total of 0.26% is currently payable on a typical sale and purchase transaction of Hong Kong shares).
In addition, a fixed duty of HKD5 is currently payable on any instrument of transfer of Hong Kong shares. Where one of the
parties 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
the 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
penalty 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
provides for the registration, use and protection of trademarks. Under section 18 of the Trade Marks Ordinance, it is provided that a
person infringes a registered trademark if the person uses in the course of trade or business a sign which is:

(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.

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

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

Regulations Related to Competition

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

The Competition Ordinance
prohibits and deters undertakings in all sectors from adopting anti-competitive conduct which has the object or effect of preventing,
restricting or distorting competition in Hong Kong. The key prohibitions include (i) prohibition of agreements between businesses which
have the object or effect of preventing, restricting or distorting competition in Hong Kong; and (ii) prohibiting companies with a substantial
degree of market power from abusing their power by engaging in conduct that has the object or effect of preventing, restricting or distorting
competition in Hong Kong. The penalties for breaches of the Competition Ordinance include, but are not limited to, financial penalties
of 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
the contravention occurs.

Regulations Related to Personal Data

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

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

The Personal Data (Privacy)
Ordinance (“PDPO”) imposes a statutory duty on data users to comply with the requirements of the six data protection principles
(the “Data Protection Principles”) contained in Schedule 1 to the PDPO. The PDPO provides that a data user shall
not 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
required or permitted under the PDPO. The six Data Protection Principles are:

·
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.

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Non-compliance with a Data
Protection Principle may lead to a complaint to the Privacy Commissioner for Personal Data (the “Privacy Commissioner”). The
Privacy Commissioner may serve an enforcement notice to direct the data user to remedy the contravention and/or instigate prosecution
actions. 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
certain rights, inter alia:

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

Regulations Related to Our Business Operations
in Mainland China

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

PRC Regulations on Tax

Enterprise Income Tax

The Enterprise Income
Tax Law of the People’s Republic of China (the “EIT Law”) was promulgated by the Standing Committee of the National
People’s Congress on March 16, 2007 and became effective on January 1, 2008, and was later amended on February 24,
2017. The Implementation Rules of the EIT Law (the “Implementation Rules”) were promulgated by the State Council on December 6,
2007 and became effective on January 1, 2008. According to the EIT Law and the Implementation Rules, enterprises are divided into
resident enterprises and non-resident enterprises. Resident enterprises shall pay enterprise income tax on their incomes obtained in and
outside the PRC at the rate of 25%. Non-resident enterprises setting up institutions in the PRC shall pay enterprise income tax on the
incomes obtained by such institutions in and outside the PRC at the rate of 25%. Non-resident enterprises with no institutions in the
PRC, and non-resident enterprises whose incomes having no substantial connection with their institutions in the PRC, shall pay enterprise
income tax on their incomes obtained in the PRC at a reduced rate of 10%.

The Arrangement between
the PRC and Hong Kong Special Administrative Region for the Avoidance of Double Taxation the Prevention of Fiscal Evasion with
respect to Taxes on Income (the “Arrangement”) was promulgated by the State Administration of Taxation
(“SAT”) on August 21, 2006 and came into effect on December 8, 2006. According to the Arrangement, a company
incorporated in Hong Kong will be subject to withholding tax at the lower rate of 5% on dividends it receives from a company
incorporated in the PRC if it holds a 25% interest or more in the PRC company. The Notice on the Understanding and Identification of
the Beneficial Owners in the Tax Treaty (the “Notice”) was promulgated by SAT and became effective on October 27,
2009. According to the Notice, a beneficial ownership analysis will be used based on a substance-over-form principle to determine
whether or not to grant tax treaty benefits.

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

14

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

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

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

Value-added Tax

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

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

Dividend Withholding Tax

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

15

PRC Laws and Regulations on Employment and
Social Welfare

Labor Law of the PRC

Pursuant to the Labor Law
of the PRC, which was promulgated by the Standing Committee of the NPC on July 5, 1994 with an effective date of January 1,
1995 and was last amended on August 27, 2009 and the Labor Contract Law of the PRC, which was promulgated on June 29, 2007,
became effective on January 1, 2008, and was last amended on December 28, 2012, with the amendments coming into effect on July
1, 2013, enterprises and institutions shall ensure the safety and hygiene of a workplace, strictly comply with applicable rules and standards
on workplace safety and hygiene in China, and educate employees on such rules and standards. Furthermore, employers and employees shall
enter into written employment contracts to establish their employment relationships. Employers are required to inform their employees
about their job responsibilities, working conditions, occupational hazards, remuneration and other matters with which the employees may
be concerned. Employers shall pay remuneration to employees on time and in full accordance with the commitments set forth in their employment
contracts and with the relevant PRC laws and regulations. Our Hong Kong subsidiary currently does not comply with PRC laws and regulations,
but complies with Hong Kong laws and regulations.

Social Insurance and Housing Fund

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

In accordance with the Regulations
on Management of Housing Provident Fund, which were promulgated by the State Council on April 3, 1999 and last amended on March 24,
2002, employers must register at the designated administrative centers and open bank accounts for depositing employees’ housing
funds. Employers and employees are also required to pay and deposit housing funds, with an amount no less than 5% of the monthly average
salary of the employee in the preceding year in full and on time. Our subsidiary has not registered at the designated administrative centers
nor opened bank accounts for depositing employees’ housing funds. It also has not deposited employees’ housing funds. Our
subsidiary may be ordered by the housing provident fund management center to complete the registration formalities, open bank accounts,
make the payment and deposit within a prescribed time limit if it becomes subject to PRC laws. Failing to register or open bank accounts
at 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
be made to a people’s court for compulsory enforcement if payment and deposit has not been made after the expiration of the time
limit.

PRC Regulations Relating to Foreign Exchange

General Administration of Foreign Exchange

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

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Circular No. 37 and Circular No. 13

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

If any shareholder who is
a PRC resident (as determined by the Circular No. 37) holds any interest in an offshore SPV and fails to fulfil the required foreign exchange
registration with the local SAFE branches, the PRC subsidiaries of that offshore SPV may be prohibited from distributing their profits
and dividends to their offshore parent company or from carrying out other subsequent cross-border foreign exchange activities. The offshore
SPV may also be restricted in its ability to contribute additional capital to its PRC subsidiaries. Where a domestic resident fails to
complete relevant foreign exchange registration as required, fails to truthfully disclose information on the actual controller of the
enterprise involved in the return investment or otherwise makes false statements, the foreign exchange control authority may order them
to 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
individual.

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

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

Circular 19 and Circular 16

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

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

·
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).

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

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

PRC Share Option Rules

Under the Administration Measures
on Individual Foreign Exchange Control issued by the PBOC on December 25, 2006, all foreign exchange matters involved in employee share
ownership plans and share option plans in which PRC citizens participate require approval from SAFE or its authorized branch. Pursuant
to SAFE Circular 37, PRC residents who participate in share incentive plans in overseas non-publicly-listed companies may submit applications
to SAFE or its local branches for the foreign exchange registration with respect to offshore special purpose companies. In addition, under
the Notices on Issues concerning the Foreign Exchange Administration for Domestic Individuals Participating in Share Incentive Plans of
Overseas Publicly-Listed Companies, or the Share Option Rules, issued by SAFE on February 15, 2012, PRC residents who are granted shares
or share options by companies listed on overseas stock exchanges under share incentive plans are required to (i) register with SAFE or
its local branches, (ii) retain a qualified PRC agent, which may be a PRC subsidiary of the overseas listed company or another qualified
institution selected by the PRC subsidiary, to conduct the SAFE registration and other procedures with respect to the share incentive
plans on behalf of the participants, and (iii) retain an overseas institution to handle matters in connection with their exercise of share
options, purchase and sale of shares or interests and funds transfers.

PRC Regulation of Dividend Distributions

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

INSURANCE

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

CORPORATE INFORMATION

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

NEAR-TERM REQUIREMENTS FOR ADDITIONAL CAPITAL

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

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Available
Information

Access to all of our Securities
and Exchange Commission (“SEC”) filings, including our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), is provided, free of charge, from the Commission’s Public Reference Room
at 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
of 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
free of charge electronic copies of our filings upon request.

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