United KSK Corp 10-Q for FY2023 Q2

United KSK Corp (UKSK)

10-Q 2023-08-07 For: 2023-06-30

Added on April 06, 2026

About this 10-Q

United KSK Corp filed this 10-Q on August 7, 2023, covering the quarter ended June 30, 2023 (FY2023 Q2).

Headline figures

Quarter ended June 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $3.86M; up 291.1% from $986.33K a year earlier
Net loss: $7.38M; compared with a net loss of $943.99K a year earlier
Diluted EPS: $0.00; compared with $0.00 a year earlier

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Nevada		26-2723015
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

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

	PART I - FINANCIAL INFORMATION	Page

Item 1.	Financial Statements	11

	Condensed Consolidated Balance Sheets (Unaudited as of June 30, 2023)	11

	Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income (Unaudited)	12

	Condensed Consolidated Statements of Changes in Stockholders’ (Deficit) Equity (Unaudited)	13

	Condensed Consolidated Statements of Cash Flows (Unaudited)	14

	Notes to Condensed Consolidated Financial Statements (Unaudited)	15

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	38

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	45

Item 4.	Controls and Procedures	45


	PART II - OTHER INFORMATION	45

Item 1.	Legal Proceedings	45

Item 1A.	Risk Factors	45

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45

Item 3.	Defaults Upon Senior Securities	45

Item 4.	Mine Safety Disclosures	45

Item 5.	Other Information	45

Item 6.	Exhibits	47

	SIGNATURES	48

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

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

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

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

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

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

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

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

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

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


	June 30, 2023			December 31, 2022
		(Unaudited)			(Audited)
ASSETS
Current assets:
Cash and cash equivalents	$	189,852		$	99,274
Digital assets, net		10,746			10,203
Inventories, net		–			1,387,500
Short-term investments		727,610			–
Prepaid expenses and other current assets		3,250,109			3,057,342
Total current assets		4,178,317			4,554,319

Non-current assets:
Deferred financing cost, net		199,039			176,250
Intangible assets, net		63,256			94,205
Total non-current assets		262,295			270,455

TOTAL ASSETS	$	4,440,612		$	4,824,774

LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accrued liabilities and other payables	$	1,601,059		$	105,381
Accrued consulting and service fee		9,871,937			5,172,537
Amounts due to related parties		1,702,556			1,544,729
Convertible note payable		160,000			–
Income tax payable		–			1,272
Total current liabilities		13,335,552			6,823,919

TOTAL LIABILITIES		13,335,552			6,823,919

Commitments and contingencies		–			–

Shareholders’ deficit:
Preferred stock, par value $0.0001, 30,000,000,000 shares authorized, 18,999,999 and 18,999,999 shares undesignated as of June 30, 2023 and December 21, 2022, respectively		–			–
Preferred stock, Series A, par value $0.0001, 10,000,000 shares designated, 10,000,000 and 10,000,000 shares issued and outstanding as of June 30, 2023 and December 21, 2022, respectively		1,000			1,000
Preferred stock, Series B, par value $0.0001, 1,000,000 shares designated, 366,346 and 366,346 shares issued and outstanding as of June 30, 2023 and December 21, 2022, respectively		37			37
Preferred stock, Series C, par value $0.001, 1 share designated, 1 and 1 share issued and outstanding as of June 30, 2023 and December 21, 2022, respectively		1			1
Common stock, par value $0.0001, 270,000,000,000 shares authorized, 4,553,837,889 and 1,942,681,876 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively		455,384			194,268
Common stock, $0.0001 par value, 138,468,716,631 and 140,794,298,026 shares to be issued as of June 30, 2023 and December 31, 2022, respectively		13,846,871			14,079,430
Additional paid-in capital		10,885,647			9,936,191
Accumulated other comprehensive income (loss)		19,891			(5,043	)
Accumulated deficit		(34,103,771	)		(26,205,029	)
Total shareholders’ deficit		(8,894,940	)		(1,999,145	)

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	4,440,612		$	4,824,774


	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2023			2022			2023			2022

Revenues	$	3,858,012		$	986,327		$	5,557,710		$	1,094,031
Cost of revenues		(12,626	)		(823,480	)		(1,414,743	)		(861,192	)
Gross profit		3,845,386			162,847			4,142,967			232,839

Operating expenses:
Technology and development expenses		(7,652,739	)		(101,162	)		(7,786,868	)		(607,092	)
Sales and marketing expenses		(892,340	)		(122,510	)		(1,082,989	)		(189,376	)
Corporate development expenses		(1,851,000	)		(72,870	)		(1,896,000	)		(132,870	)
General and administrative expenses		(603,472	)		(814,657	)		(1,048,533	)		(1,258,663	)
Impairment loss of digital assets		(23	)		(2,803	)		(23	)		(4,049	)
Total operating expenses		(10,999,574	)		(1,114,002	)		(11,814,413	)		(2,192,050	)
Loss from operations		(7,154,188	)		(951,155	)		(7,671,446	)		(1,959,211	)

Other income (expense):
Gain (loss) on disposal of digital assets		–			3,345			–			(18,566	)
Amortization of deferred financing costs		(57,611	)		–			(57,611	)		–
Change in fair value of marketable securities		(170,003	)		–			(170,003	)		–
Other income		55			–			318			–
Total other income (expense)		(227,559	)		3,345			(227,296	)		(18,566	)
Loss before income taxes		(7,381,747	)		(947,810	)		(7,898,742	)		(1,977,777	)
Income tax credit		–			3,823			–			3,823
Net loss		(7,381,747	)		(943,987	)		(7,898,742	)		(1,973,954	)

Other comprehensive income:
Foreign currency adjustment gain		22,097			1,661			24,934			2,220
Comprehensive loss	$	(7,359,650	)	$	(942,326	)	$	(7,873,808	)	$	(1,971,734	)

Net loss per share:
Basic ⁽¹⁾	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Diluted ⁽¹⁾	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted average common shares outstanding:
Basic		3,096,783,981			1,867,681,876			3,096,783,981			1,867,681,876
Diluted		3,096,783,981			1,867,681,876			3,096,783,981			1,867,681,876


	Preferred stock				Common stock				Common stock to be issued						Additional		Accumulated other						Total stockholders
	No. of shares		Amount		No. of shares		Amount		No. of shares			Amount			paid-in capital		comprehensive income (loss)			Accumulated deficit			(deficit) equity

For the Three and Six Months Ended June 30, 2023
Balance as of December 31, 2022		10,366,346	$	1,038		1,942,681,876	$	194,268		140,794,298,026		$	14,079,430		$	9,936,191	$	(5,043	)	$	(26,205,029	)	$	(1,999,145	)
Foreign translation adjustment		–		–		–		–		–			–			–		2,837			–			2,837
Net loss for the period		–		–		–		–		–			–			–		–			(516,995	)		(516,995	)
Balance as of March 31, 2023		10,366,346		1,038		1,942,681,876		194,268		140,794,298,026			14,079,430			9,936,191		(2,206	)		(26,722,024	)		(2,513,303	)
Shares issued as commitment shares		–		–		67,000,000		6,700		–			–			73,700		–			–			80,400
Shares issued under share swap agreement		–		–		218,574,618		21,857		–			–			875,756		–			–			897,613
Shares issued under Share Exchange Agreement in prior years		–		–		2,325,581,395		232,559		(2,325,581,395	)		(232,559	)		–		–			–			–
Foreign translation adjustment		–		–		–		–		–			–			–		22,097			–			22,097
Net loss for the period		–		–		–		–		–			–			–		–			(7,381,747	)		(7,381,747	)
Balance as of June 30, 2023		10,366,346	$	1,038		4,553,837,889	$	455,384		138,468,716,631		$	13,846,871		$	10,885,647	$	19,891		$	(34,103,771	)	$	(8,894,940	)


For the Three and Six Months Ended June 30, 2022
Balance as of December 31, 2021		10,366,346	$	1,038		1,867,681,876	$	186,768		138,468,716,631		$	13,846,871		$	–	$	7		$	(16,157,367	)	$	(2,122,683	)
Foreign translation adjustment		–		–		–		–		–			–			–		559			–			559
Net loss for the period		–		–		–		–		–			–			–		–			(1,029,967	)		(1,029,967	)
Balance as of March 31, 2022		10,366,346		1,038		1,867,681,876		186,768		138,468,716,631			13,846,871			–		566			(17,187,334	)		(3,152,091	)
Acquisition of licensed adaptation right		–		–		–		–		2,325,581,395			232,559			9,767,441		–			–			10,000,000
Foreign translation adjustment		–		–		–		–		–			–			–		1,661			–			1,661
Net loss for the period		–		–		–		–		–			–			–		–			(943,987	)		(943,987	)
Balance as of June 30, 2022		10,366,346	$	1,038		1,867,681,876	$	186,768		140,794,298,026		$	14,079,430		$	9,767,441	$	2,227		$	(18,131,321	)	$	5,905,583


	For the Six Months Ended June 30,
	2023			2022
Cash flows from operating activities:
Net loss	$	(7,898,742	)	$	(1,973,954	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of intangible assets		24,992			24,535
Amortization of deferred financing cost		57,611			–
Written off intangible assets		5,434			–
Digital assets received as revenue		(5,418,542	)		(1,069,272	)
Impairment loss of digital assets		23			4,049
Loss on disposal of digital assets		–			18,566
Change in fair value of marketable securities		170,003			–
Cost of inventories (non-cash)		5,417,972			802,500

Change in operating assets and liabilities:
Accounts and notes receivable		–			–
Digital assets		–			513,431
Inventories		1,387,500			–
Prepaid expenses and other current assets		(193,719	)		(90,505	)
Accrued liabilities and other payable		1,514,484			139,983
Accrued consulting and service fee		4,700,859			1,439,535
Income tax payable		(1,265	)		(3,823	)
Net cash used in operating activities		(233,390	)		(194,955	)

Cash flows from investing activity:
Purchase of intangible assets		–			(1,886	)
Net cash used in investing activity		–			(1,886	)

Cash flows from financing activities:
Proceeds from issuance of convertible note payable		160,000			–
Advance from related parties		162,222			194,163
Net cash provided by financing activities		322,222			194,163

Effect of exchange rate on cash and cash equivalents		1,746			40
Net change in cash and cash equivalents		90,578			(2,638	)
Cash and cash equivalents at beginning of the period		99,274			28,124
Cash and cash equivalents at end of the period	$	189,852		$	25,486

Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	–		$	–
Cash paid for interest	$	–		$	–

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Shares issued under share swap agreement in exchange of marketable securities	$	897,613		$	–

Description of Subsidiaries
Name	Place of incorporation and kind of legal entity	Principal activities and place of operation	Particulars of registered/paid up share capital	Effective interest held

Marvion Holdings Limited	British Virgin Islands	Investment holding	50,000 ordinary shares at par value of US$1 each	100%

Marvion Private Limited	Singapore	Corporate management and IT development in Singapore	1,000 ordinary shares for S$1,000	100%

Marvion Group Limited	British Virgin Islands	Procurement of media and entertainment in Singapore	50,000 ordinary shares at par value of US$1 each	100%

Marvion (Hong Kong) Limited	Hong Kong	Corporate management in Hong Kong	1,000 ordinary shares for HK$1,000	100%

Typerwise Limited	Hong Kong	Provision of financing, business development solutions & related professional services	10,000 ordinary shares for HK$10,000	100%

Marvel Multi-dimensions Limited	Hong Kong	Provision of research & development, IT and consulting services and treasury management for the Group	10,000 ordinary shares for HK$10,000	100%

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

Schedule of non-cash transactions
	For the Six Months Ended June 30,
	2023			2022
Revenue earned and received by digital assets	$	5,557,710		$	1,069,272
Cost of revenue paid by digital assets		–			(265	)
Expense paid by digital assets	$	(5,417,972	)	$	(513,166	)

Schedule of translation rates
	June 30, 2023		June 30, 2022
Period-end HKD:US$ exchange rate		0.1276		0.1274
Period average HKD:US$ exchange rate		0.1276		0.1278
Period-end SGD:US$ exchange rate		0.7391		0.7189
Period average SGD:US$ exchange rate		0.7484		0.7328

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

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

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

Schedule of revenue by type of revenue
	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2023		2022		2023		2022

Consulting service income	$	–	$	–	$	–	$	24,759
Media and entertainment income:
Sale of licensed IP right and media products		3,771,000		963,084		5,418,500		1,046,029
Transaction fee income		87,012		23,243		139,210		23,243
Total revenues	$	3,858,012	$	986,327	$	5,557,710	$	1,094,031

Schedule of revenue by geographic segment
	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2023		2022		2023		2022
Hong Kong	$	–	$	–	$	–	$	24,759
Rest of the World		3,858,012		986,327		5,557,710		1,069,272
Total revenues	$	3,858,012	$	986,327	$	5,557,710	$	1,094,031

Schedule of short term investments
		June 30, 2023		December 31, 2022

Marketable securities, listed in Hong Kong	$	727,610	$	–

Schedule of prepaid expenses and other current assets
	June 30, 2023		December 31, 2022

Prepayment for technical knowhow license and service	$	3,131,595	$	2,940,440
Other prepayments and deposits		107,394		113,689
Other receivables		11,120		3,213
	$	3,250,109	$	3,057,342

Schedule of intangible assets
	Estimated useful life	June 30, 2023			December 31, 2022

At cost:
Licensed media content	3 years	$	145,611		$	146,958
Trademarks and trade name	10 years		3,101			9,544
			148,712			156,502
Less: accumulated amortization			(85,456	)		(62,297	)
Intangible assets, net		$	63,256		$	94,205

Schedule of amortization expense for intangible assets
Twelve months ending June 30:	Amount
2024	$	48,848
2025		12,444
2026		310
2027		310
2028		310
Thereafter		1,034
Total	$	63,256

Schedule of basic and diluted net (loss) income per share
	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2023			2022			2023			2022
Net loss attributable to common stockholders	$	(7,381,747	)	$	(943,987	)	$	(7,898,742	)	$	(1,973,954	)

Weighted average common shares outstanding:
Basic		3,096,783,981			1,867,681,876			3,096,783,981			1,867,681,876
Diluted		3,096,783,981			1,867,681,876			3,096,783,981			1,867,681,876

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

Schedule of weighted average common shares outstanding
	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2023		2022		2023		2022
Weighted average common shares outstanding – Basic and Diluted		3,096,783,981		1,867,681,876		3,096,783,981		1,867,681,876
Common stock committed but yet to be issued ⁽¹⁾		138,468,716,631		140,794,298,026		138,468,716,631		140,794,298,026
Weighted average common shares outstanding under if-converted method for Basic and Diluted		141,565,500,612		142,661,979,902		141,565,500,612		142,661,979,902

Schedule of income (loss) before income tax
	For the Six Months Ended June 30,
	2023			2022
Tax jurisdiction from:
- Local	$	(295,312	)	$	(221,059	)
- Foreign, including		–			–
British Virgin Islands		(293	)		(23,208	)
Singapore		(7,593,594	)		(1,702,904	)
Hong Kong		(9,543	)		(30,606	)
Loss before income taxes	$	(7,898,742	)	$	(1,977,777	)

Schedule of provision for income taxes
	For the Six Months Ended June 30,
	2023		2022
Current:
- Local	$	–	$	–
- Foreign		–		3,823

Deferred:
- Local		–		–
- Foreign		–		–
Income tax expense	$	–	$	3,823

Schedule of deferred tax assets
	June 30, 2023			December 31, 2022

Deferred tax assets:
NOL – US tax regime	$	242,991		$	180,976
NOL – British Virgin Islands regime		–			–
NOL – Hong Kong tax regime		8,012			6,454
NOL – Singapore tax regime		3,163,097			1,905,633
		3,414,101			2,093,063
Less: valuation allowance		(3,414,101	)		(2,093,063	)
Deferred tax assets, net	$	–		$	–

	(i)	Media & Entertainment Segment, which mainly operates an online platform to sell and distribute the licensed IP right and media products to end-users; and
	(ii)	Business Consulting Segment, which mainly provides financing, business development solutions and related professional services to the customers.

	·	Visual Intelligence Engine with the goal of transforming 2D pictures into 3D model to be used in the Metaverse;
	·	Speech Recognition Engine, Text Analytics Engine, and AI Agent Creation Engine with the goal for bots in the Metaverse to be able to interact with real-life players;
	·	Emotion and Motion Recognition Engines with the goal of enabling real-life players to mimic their emotions and motions to their avatars in our Metaverse.

Exhibit No.		Description

3.1		Restated Articles of Incorporation (1)
3.2		Amended and Restated Certificate of Designation, Preferences and Rights of Series B Preferred Stock (5)
3.3		Bylaws (1)
4.1		Specimen certificate evidencing shares of Common Stock (1)
4.2		Description of Securities (2)
10.1		Share Exchange Agreement Version 2021001 posted and available for public on 18 October, 2021 on http://www.marvion.media/(1)
10.2		Confirmation dated October 18, 2021 by and among Lee Ying Chiu Herbert, So Han Meng Julian and Bonanza Goldfields Corp. (1)
10.3		Equity Purchase Agreement, dated April 1, 2022, by and between Bonanza Goldfields Corp. and Williamsburg Venture Holdings, LLC, a Nevada limited liability company (3)
10.4		Registration Rights Agreement, dated April 1, 2022, by and between Bonanza Goldfields Corp. and Williamsburg Venture Holdings, LLC, a Nevada limited liability company (3)
10.5		Intellectual Property Sale and Purchase Agreement, dated April 14, 2022, by and between Marvion Private Limited, a Singapore limited liability company, and Euro Amazing Limited, a Hong Kong limited liability company (4)
10.6		Services Agreement, dated April 1, 2022, by and between Marvion Group Limited and Marvel Digital Group Limited (6)
10.7		Technical Knowhow License and Servicing Agreement, by and between Marvion Group Limited and Total Chase Limited (7)
10.8		Share Swap Agreement, dated October 25, 2022, by and between Bonanza Goldfields Corp. and China Information Technology Development Limited. (8)
21		Subsidiaries*
31.1		Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
31.2		Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
32.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
32.2		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document *
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document *
101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) *
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document *
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document *
101.SCH		Inline XBRL Taxonomy Extension Schema Document *
104		Cover Page Interactive Data File (formatted in inline XBRL, and included in exhibit 101).

(1)	Incorporated by reference to the Exhibits to the Registration Statement on Form 10 filed with the Securities and Exchange Commission on October 26, 2021.
(2)	Incorporated by reference to Item 11 of Amendment No. 7 to the Registration Statement on Form 10 filed with the Securities and Exchange Commission on May 9, 2022.
(3)	Incorporated by reference to the Exhibits to the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 6, 2022.
(4)	Incorporated by reference to the Exhibits to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 11, 2022.
(5)	Incorporated by reference to the Exhibits to the Registration Statement on Form 10 filed with the Securities and Exchange Commission on December 14, 2021.
(6)	Incorporated by reference to the Exhibits to the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 11, 2022.
(7)	Incorporated by reference to the Exhibits to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 28, 2022.
(8)	Incorporated by reference to the Exhibits to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 25, 2022.

	MARVION INC.


Date: August 7, 2023	By:	/s/ Man Chung CHAN
		Name: Man Chung CHAN
		Title: Chief Executive Officer and Chief Financial Officer


Name	Place of incorporation and kind of legal entity	Principal activities and place of operation	Particulars of registered/paid up share capital	Effective interest held

Marvion Holdings Limited (“MHL”)	British Virgin Islands	Investment holding	50,000 ordinary shares at par value of US$1	100%

Marvion Private Limited (“MPL”)	Singapore	Corporate management and IT development in Singapore	1,000 ordinary shares for S$1,000	100%

Marvion Group Limited (“MGL”)	British Virgin Islands	Procurement of media and entertainment in Singapore	50,000 ordinary shares at par value of US$1	100%

Marvion (Hong Kong) Limited (“MHKL”)	Hong Kong	Corporate management in Hong Kong	1,000 ordinary shares for HK$1,000	100%

Marvion Studio Limited (“MSL”) Formerly known as Typerwise Limited	Hong Kong	Provision of financing, business development solutions & related professional services	10,000 ordinary shares for HK$10,000	100%

Marvel Multi-dimensions Limited(“MMDL”)	Hong Kong	Provision of research & development, IT and consulting services and treasury management	10,000 ordinary shares for HK$10,000	100%