Ho Wah Genting Group Ltd - FORM 10-Q

Attached files

file	filename
EX-32.1 - EXHIBIT 32.1 - Ho Wah Genting Group Ltd	s110236_ex32-1.htm
EX-31.1 - EXHIBIT 31.1 - Ho Wah Genting Group Ltd	s110236_ex31-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒

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

For the quarterly period ended March 31, 2018

☐

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

For the transition period from ___________________________ to ___________________________

Commission file number 333-199965

HO WAH GENTING GROUP LIMITED

(Exact name of registrant as specified in its charter)

Nevada		47-1662242
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Wisma Ho Wah Genting, No. 35, Jalan Maharajalela, 50150 Kuala Lumpur, Malaysia		N/A
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code		+ 603 – 2148 -1089

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

☐ Yes ☒ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☒

Non-accelerated filer ☐ (Do not check if a smaller reporting company)	Smaller reporting company ☐

	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

☐ Yes ☒ No

As of May 7, 2018, the Registrant has 500,027,774 shares of common stock outstanding.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION	F-2
ITEM 1. FINANCIAL STATEMENTS	F-2
CONSOLIDATED BALANCE SHEETS	F-3
CONSOLIDATED STATEMENTS OF OPERATIONS	F-4
CONSOLIDATED STATEMENTS OF CASH FLOWS	F-5
NOTES TO FINANCIAL STATEMENTS	F-6
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	5
ITEM 4. CONTROLS AND PROCEDURES	6

PART II – OTHER INFORMATION	6
ITEM 1. LEGAL PROCEEDINGS	6
ITEM 1A. RISK FACTORS	6
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	6
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	14
ITEM 4. MINE SAFETY DISCLOSURES	14
ITEM 5. OTHER INFORMATION	14
ITEM 6. EXHIBITS	15

SIGNATURES	16

F-1

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

HO WAH GENTING GROUP LIMITED

CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended March 31, 2018

CONTENTS:

Consolidated Balance Sheets as of March 31, 2018 (unaudited) and December 31, 2017	F-3

Consolidated Statement of Income & Other Comprehensive Income for the three months ended March 31, 2018 and 2017 (unaudited)	F-4

Consolidated Statements of Cash Flows for the three months ended March 31, 2018 and 2017 (unaudited)	F-5

Notes to the Consolidated Financial Statements (unaudited)	F-6

F-2

HO WAH GENTING GROUP LIMITED

CONSOLIDATED BALANCE SHEETS

(Stated in US Dollars)

	As of			As of
	March 31,			December 31,
	2018 (unaudited)			2017 (Audited)

ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	943,251		$	335,591
Account Receivable, net		142,565			19,642
Other receivables, deposits and prepayment		469,239			205,204
Amount due from related party		967,936			424,413
Short-term investments		930,017			2,544,644
Total Current Assets		3,453,008			3,529,494

PROPERTY AND EQUIPMENT, NET		93,955			91,793
TOTAL ASSETS	$	3,546,963		$	3,621,287

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES
Other payables and accrued expenses	$	5,884,476		$	4,729,249
Amounts due to related party		844,250			109,255
Total Current Liabilities	$	6,728,726		$	4,838,504

Total Liabilities	$	6,728,726		$	4,838,504

Commitments and Contingency (Note 10)

STOCKHOLDERS’ EQUITY
Common stock (Par value of $0.0002: 750,000,000 shares authorized; 500,027,774 shares issued and outstanding as of March 31, 2018 and December 31, 2017, respectively)		100,006			100,006
Additional paid in capital		302,166			302,166
Accumulated deficit		(3,125,860	)		(1,215,994	)
Non-controlling interest		(91,279	)		(68,101	)
Accumulated other comprehensive loss		(366,796	)		(335,294	)
Total Stockholders’ Equity		(3,181,763	)		(1,217,217	)

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	3,546,963		$	3,621,287

The accompanying notes are an integral part of the consolidated financial statements.

F-3

HO WAH GENTING GROUP LIMITED

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

	For the Three Months Ended March 31,
	2018			2017

REVENUE	$	125,486		$	56,154

COST OF REVENUE		(93,892	)		(31,585	)

GROSS PROFIT		31,594			24,569

OPERATING EXPENSES
Administrative expenses		(337,616	)		(179,451	)
Total Operating Expenses		(337,616	)		(179,451	)

LOSS FROM OPERATIONS		(306,022	)		(154,882	)

OTHER (EXPENSES) INCOME, NET
Gain (loss) on disposal of short-term investments		26,469			—
Fair value gain/(loss) on short-term investments		(1,647,803	)		—
Interest income		1,312			313
Other operating expenses		(282	)		(18,643	)
Total Other (Expenses) Income, net		(1,620,304	)		(18,330	)

NET LOSS BEFORE TAXES		(1,926,326	)		(173,212	)

Income tax expense		—			—

NET LOSS		(1,926,326	)		(173,212	)

OTHER COMPREHENSIVE (LOSS) INCOME
Foreign currency translation (loss) gain		(156,080	)		18,717

TOTAL COMPREHENSIVE LOSS		(2,082,406	)		(154,495	)

Net loss contributed to non-controlling interest	$	(16,459	)	$	—
Net loss contributed to shareholders		(1,909,867	)		(173,212	)
Total net loss		(1,926,326	)		(173,212	)

Total comprehensive loss contributed to non-controlling interest	$	(23,171	)	$	—
Total comprehensive loss contributed to shareholders		(2,059,235	)		(173,212	)

Net loss per share
- basic and diluted	$	(0.004	)	$	(0.00	)

Weighted average number of shares outstanding during the period
- basic and diluted		500,027,774			500,027,774

The accompanying notes are an integral part of the consolidated financial statements

F-4

HO WAH GENTING GROUP LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Three Months Ended March 31,
	2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,909,866	)	$	(173,212	)
Adjusted to reconcile net loss to net cash used in operating activities:
Depreciation – property and equipment		2,234			2,587
(Gain)/Loss from sale of investment		(26,469	)		—
Fair value (gain)/loss on short-term investment		1,647,803			—
Trade receivable		(122,923	)		(55,041	)
Other receivables, deposits and prepayment		(266,197	)		(691,035	)
Other payables and accrued expenses		1,155,227			616,531
Net cash generated from (used in) operating activities		479,809			(300,170	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment		(2,691	)		—
Proceed from sale of investments		112,377			—
Net cash generated from (used in) investing activities		109,686			—

CASH FLOWS FROM FINANCING ACTIVITIES
Advance from director		—			23,503
Amount due from related parties		191,472			458,497
Net cash provided by financing activities		191,472			482,000

EFFECT OF EXCHANGE RATES ON CASH		(173,307	)		(4,525	)

NET INCREASE IN CASH AND CASH EQUIVALENTS		607,660			177,305

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		335,591			363,015

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	943,251		$	540,320

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION		—			—

Cash paid for interest expenses	$	—		$	—

Cash paid for income tax	$	—			—

The accompanying notes are an integral part of the consolidated financial statements.

F-5

HO WAH GENTING GROUP LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1.	ORGANIZATION AND BUSINESS

Ho Wah Genting Group Limited (“HWGG”), a Nevada corporation (formerly Computron, Inc.) through Ho Wah Genting Group SDN BHD (“Malaysia HWGG”), a Malaysia company and our wholly owned subsidiary, is engaged to promote travel and entertainment services to members to our partnering resorts and cruises in the Asia region and develop and invest in real estate property.

On September 2, 1985, Malaysia HWGG was incorporated under the laws of Malaysia as a private company limited by shares with the name “Ho Wah Genting Holdings SDN. BHD” for the purpose of functioning as a holding company to obtain ownership interests in Malaysian businesses across various industries. Throughout the years, we have expanded our business operations and undergone multiple name changes and restructuring to fit our evolving business objectives. First on February 17, 1989, the company changed its name to “Ho Wah Genting Group (M) SDN. BHD.” On October 2, 1990, the company changed its name to “Ho Wah Genting Group SDN. BHD.” On December 22, 1990 its name was changed to “Ho Wah Genting Group Berhad” and was converted to a public company limited by shares. Lastly, on January 18, 1995, the company converted back into a private company limited by shares and changed its name to “Ho Wah Genting Group Sdn. Bhd.”

From 1985 to 2005, Malaysia HWGG was involved in wire and cable, taxi, travel agent and tour bus charterers and general insurance agent services. In August 2006, Malaysia HWGG shifted its operations to primarily focus on commercial and residential property investment by purchasing a condominium in Kuala Lumpur, Malaysia and renting it out for revenue.

In 2015, Malaysia HWGG entered the travel and entertainment services business by launching the Exclusive Travel Membership program in Malaysia.

Ho Wah Genting Property Sdn Bhd was incorporated in March 24, 2015. In January 11, 2017, the company acquired 67% of HWGG Property Sdn Bhd for a consideration of approximately US$16 (MYR67). Ho Wah Genting Property Sdn Bhd business activity is in property investment and property development.

REVERSE MERGER

On October 28, 2016, Computron acquired all the issued and outstanding shares of Malaysia HWGG, a privately held Malaysia corporation, pursuant to the Share Exchange Agreement and Malaysia HWGG became the wholly owned subsidiary of Computron in a reverse merger, or the Merger. Pursuant to the Merger, all of the issued and outstanding shares of Malaysia HWGG common stock were converted, at an exchange ratio of 0.56-for-1, into an aggregate of 799,680,000 (560,000 pre-reverse split) shares of Computron common stock and Malaysia HWGG became a wholly owned subsidiary of Computron. The holders of Computron’s common stock as of immediately prior to the Merger held an aggregate of 200,375,532 (140,319 pre-reverse split) shares of Computron’s common stock. The accompanying financial statements share and per share information has been retroactively adjusted to reflect the exchange ratio in the Merger. Subsequent to the Merger, Computron’s name was changed from “Computron, Inc.” to “Ho Wah Genting Group Limited.”.

On November 4, 2016, we completed and closed a share exchange (the “Share Exchange”) under a Share Exchange Agreement (the “Share Exchange Agreement”) of the same date by and among us, Malaysia HWGG and the shareholders of Malaysia HWGG pursuant to which Malaysia HWGG became a wholly owned subsidiary of ours. In the Share Exchange, all of the outstanding shares of Malaysia HWGG were converted into shares of our Common Stock.

In connection with the Share Exchange and pursuant to the Split-Off Agreement (defined below), we transferred our pre-Share Exchange assets and liabilities to our pre-Share Exchange majority stockholder, in exchange for the surrender by him and cancellation of 5,000,000 shares of our Common Stock.

Under generally accepted accounting principles in the United States, (“U.S. GAAP”) because Malaysia HWGG’s former stockholders received the greater portion of the voting rights in the combined entity and Malaysia HWGG’s senior management represents all of the senior management of the combined entity, the Merger was accounted for as a recapitalization effected by a share exchange, wherein Malaysia HWGG is considered the acquirer for accounting and financial reporting purposes. The assets and liabilities of Malaysia HWGG have been brought forward at their book value and no goodwill has been recognized. Accordingly, the assets and liabilities and the historical operations that are reflected in Malaysia HWGG’s consolidated financial statements are those of Malaysia HWGG and are recorded at the historical cost basis of Malaysia HWGG.

F-6

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with U.S. GAAP for interim financial information and article 10 of Regulation S-X.

This basis of accounting involves the application of accrual accounting and consequently, revenues and gains are recognized when earned, and expenses and losses are recognized when incurred. The Company’s financial statements are expressed in U.S. dollars.

Principles of consolidation

The unaudited consolidated financial statements include the accounts of HWGG and Malaysian HWGG, collectively referred to within as the Company.

Ho Wah Genting Property Sdn Bhd, a 67% owned subsidiary, was incorporated in Malaysia on March 24, 2015. The Company is primarily engaged in property investment and property development. In January 11, 2017, the company acquired 67% of HWGG Property Sdn Bhd for a consideration of approximately US$16 (MYR67). Ho Wah Genting Property Sdn Bhd business activity is in property investment and property development.

All material intercompany accounts, transactions, and profits have been eliminated upon consolidation.

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Foreign currency translation and transactions

The functional currency of the Company is the Malaysian Ringgit (“MYR”) and reporting currency of the Company is the United States Dollar (“USD”). The financial statements of the Company are translated into USD using the exchange rate as of the balance sheet date for assets and liabilities and average exchange rate for the year for income and expense items. Translation gains and losses are recorded in accumulated other comprehensive income or loss as a component of shareholders’ equity.

F-7

Cash and cash equivalents

The Company considers highly-liquid investments with maturities of three months or less, when purchased, to be cash equivalents. Cash and cash equivalents include cash on hand and amount on deposit with Malaysia financial institutions, which amounts may at times exceed Malaysia government insured limits. The Company has not experienced any losses on such accounts and it does not believe it is exposed to any significant credit risk.

Investments

The Company invests its excess cash primarily in equity instruments of high-quality corporate issuers listed on the Main Board of Bursa Malaysia and OTC Market in the U.S. Such securities are classified as short-term investments and are valued at the last reported closing price on the balance sheet date. If no sale price was reported on that date, they are valued at the last reported trading day closing price. Changes in the value of these investments are recognized as unrealized gain or loss in the statement of income.

Fair value of financial instruments

FASB ASC 820, “Fair Value Measurement,” specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources (observable inputs). In accordance with ASC 820, the following summarizes the fair value hierarchy:

Level 1 Inputs – Unadjusted quoted market prices for identical assets and liabilities in an active market that the Company has the ability to access.

Level 2 Inputs – Inputs other than the quoted prices in active markets that are observable either directly or indirectly.

Level 3 Inputs – Inputs based on prices or valuation techniques that are both unobservable and significant to the overall fair value measurements.

ASC 820 requires the use of observable market data, when available, in making fair value measurements. When inputs used to measure fair value fall within different levels of the hierarchy, the level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurements. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. As of March 31, 2018 and December 31, 2017, the Company has assets measured at fair value on a recurring basis subject to the disclosure requirements of ASC 820 of $930,017 and $2,544,644 respectively. Carrying values of non-derivative financial instruments, including cash, accounts receivables, payables and accrued liabilities, approximate their fair values due to the short term nature of these financial instruments. There were no changes in methods or assumptions during the periods presented.

Property and equipment, net

Property and equipment are carried at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the following estimated useful lives:

	Leasehold building	50 years

	Computer and software	5 years

	Furniture and fixtures	5 years

F-8

Revenue recognition

The Company provides rental and junket operation services to customer. Rental revenue is recognized using the straight-line method in accordance with ASC Topic 970-605, “Real Estate – General – Revenue Recognition” (“ASC Topic 970-605”).

The Company recognizes revenue pursuant to Accounting Standards Codification 606 (“ASC 606”) Revenue from Contracts with Customers, the standard applies five step model (i) The standard applies to a company’s contracts with customers (ii) The unit of account for revenue recognition under the new standard is a performance obligation (a good or service) and the performance obligations will be accounted for separately if they are distinct (iii) The transaction price is determined based on the amount of consideration that a company expects to be entitled to from a customer (iv) The transaction price is allocated to all the separate performance obligations in an arrangement, and (v) Revenue will be recognized when an entity satisfies each performance obligation by transferring control of the promised goods or services to the customer. Goods or services can transfer at a point in time or over time.

Income taxes

Current income taxes are provided for in accordance with the laws of the relevant tax authorities. Deferred income taxes are recognized when temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the combined financial statements. Net operating loss carry forwards and credits are applied using enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that a portion of or all of the deferred tax assets will not be realized. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics.

U.S. Corporate Income Tax

The Company is subject to U.S. corporate income tax on its taxable income at a rate of up to 21% for taxable years beginning after December 31, 2017 and U.S. corporate income tax on its taxable income of up to 35% for prior tax years. Recent U.S. federal tax legislation, commonly referred to as the Tax Cuts and Jobs Act (the “U.S. Tax Reform”), was signed into law on December 22, 2017. The U.S. Tax Reform significantly modified the U.S. Internal Revenue Code by, among other things, reducing the statutory U.S. federal corporate income tax rate from 35% to 21% for taxable years beginning after December 31, 2017; limiting and/or eliminating many business deductions; migrating the U.S. to a territorial tax system with a one-time transition tax on a mandatory deemed repatriation of previously deferred foreign earnings of certain foreign subsidiaries; subject to certain limitations, generally eliminating U.S. corporate income tax on dividends from foreign subsidiaries; and providing for new taxes on certain foreign earnings. Taxpayers may elect to pay the one-time transition tax over eight years, or in a single lump-sum payment. See Note 8 – Income Tax.

To the extent that portions of its U.S. taxable income, such as Subpart F income or global intangible low-taxed income (“GILTI”), are determined to be from sources outside of the U.S., subject to certain limitations, the Company may be able to claim foreign tax credits to offset its U.S. income tax liabilities. Any remaining liabilities are accrued in the Company’s consolidated statements of comprehensive income and estimated tax payments are made when required by U.S. law.

F-9

The impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant tax authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Interest and penalties on income taxes are classified as a component of the provisions for income taxes.

Comprehensive loss

Comprehensive loss includes net loss and cumulative foreign currency translation adjustments and is reported in the Combined Statement of Comprehensive Loss.

Loss per share

The loss per share is computed using the weighted average number of shares outstanding during the fiscal years. For the three months ended March 31, 2018 and 2017, there is no dilutive effect due to net loss for the periods.

Segment reporting

ASC Topic 280 requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company. During the periods ended March 31, 2018, the Company operated in three reportable business segments: (1) investment property holding which generates rental income from the leasing out of its leasehold building, and (2) exclusive membership, and (3) junket operations.

The others which comprise of general operating and administrative expenses, and other income/expenses not directly attributable to the sources of revenue of the Company for the three months ended March 31, 2018 and 2017.

Related party transactions

A related party is generally defined as:

(i)

any person that holds the Company’s securities including such person’s immediate families,

(ii)

the Company’s management,

(iii)

someone that directly or indirectly controls, is controlled by or is under common control with the Company, or

(iv)

anyone who can significantly influence the financial and operating decisions of the Company.

(v)

entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity

(vi)

trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management

A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

Reclassification:

Certain prior period amounts have been reclassified to conform with the current period presentation.

F-10

Recently Issued Accounting Pronouncements:

Leases : In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-2”), which provides guidance on lease amendments to the FASB Accounting Standard Codification. This ASU will be effective for us beginning in January 1, 2019. We are currently in the process of evaluating the impact of the adoption of ASU 2016-2 on our consolidated financial statements.

Financial Instruments - Credit Losses: In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): The amendments in this Update require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The amendments broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually. The use of forecasted information incorporates more timely information in the estimate of expected credit loss, which will be more decision useful to users of the financial statements. ASU 2016-13 is effective for the Company for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is allowed as of the fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is still evaluating the effect that this guidance will have on the Company’s consolidated financial statements and related disclosures.

F-11

The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date. Management does not believe that any pronouncement not yet effective but recently issued would, if adopted, have a material effect on the accompanying financial.

3.	GOING CONCERN UNCERTAINTIES

These consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future.

For the period ended March 31, 2018, the Company reported a net loss of $1,926,326 and working capital deficit of $3,275,718. The Company had an accumulated deficit of $3,125,860 as of March 31, 2018 due to the fact that the Company incurred losses during the period ended March 31, 2018.

The continuation of the Company as a going concern is dependent upon improving the profitability and the continuing financial support from its stockholders or other capital sources. Management believes that the continuing financial support from the existing shareholders or external debt financing will provide the additional cash to meet the Company’s obligations as they become due.

These consolidation financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of the Company’s ability to continue as a going concern.

F-12

4.	SHORT-TERM INVESTMENT

	Estimated Fair Value
	As of March 31, 2018 (Unaudited)		As of December 31, 2017
Short-term investments:
Quoted shares in Malaysia		12,409		93,504
Quoted shares in U.S. (OTC) – (Vitaxel Group Limited, stock code VXEL)		917,608		2,451,140
Total short-term investments		930,017		2,544,644

5.	OTHER RECEIVABLES

Other receivables consist of the following:

	As of March 31, 2018 (Unaudited)		As of December 31, 2017

Deposits (1)	$	381,345	$	196,867
Prepayment (2)		87,894		8,337
	$	469,239	$	205,204

(1)	Deposits represented payments for telephone, electricity, water, maintenance fee, rental & utility and parking.

(2)	Prepayment represented prepayments for maintenance fee, sinking fund and fire assurance.

F-13

6.	PROPERTY AND EQUIPMENT, NET

Property and equipment, net consist of the following:

	As of March 31, 2018 (Unaudited)			As of December 31, 2017

Leasehold building	$	81,914		$	78,227
Computer and software		9,619			13,845
Furniture and fixtures		25,462			19,627
		116,995			111,699

Less: Accumulated depreciation		(23,040	)		(19,906	)

Balance at end of period/year	$	93,955		$	91,793

Depreciation expenses charged to the statements of operations with the average exchange rate for the periods ended March 31, 2018 and 2017 were $2,234 and $2,537, respectively.

7.	OTHER PAYABLES AND ACCRUALS

	As of March 31, 2018 (Unaudited)		As of December 31, 2017

Other payables (1)	$	5,861,089	$	4,692,631
Accruals		23,387		36,618
	$	5,884,476	$	4,729,249

(1)

Other payables mainly consist of members redemption balance

8.	INCOME TAX

Income taxes consisted of Malaysia income tax and U.S. income tax. There was no provision of income taxes made in respect of the two countries for the periods ended March 31, 2018 and 2017.

Provision for income taxes consisted of the following:

	For the three months ended
	March 31, 2018		March 31, 2017

Current:
Provision for Malaysian income tax	$	—	$	—
Provision for U.S. income tax		—		—
Deferred:
Provision for Malaysian income tax		—		—
Provision for U.S. income tax
	$	—	$	—

F-14

Malaysia

Malaysia HWGG recorded a loss before income tax of $1,926,326 and $173,212 for the periods ended March 31, 2018 and 2017, respectively. A reconciliation of the provision for income taxes with amounts determined by applying the Malaysian income tax rate of 24% and 24% for the periods ended March 31, 2018 and 2017, respectively, to income before income taxes are as follows:

	For the three months ended
	March 31, 2018			March 31, 2017

Profit (loss) before income tax	$	(1,926,326	)	$	(173,212	)
Permanent difference		1,926,326			173,212
Taxable income	$	—		$	—
Malaysian income tax rate		24	%		24	%
Current tax expenses	$	—		$	—
Less: Valuation allowance		—			—
Income tax expenses	$	—		$	—

United States of America

HWGG is a company incorporated in State of Nevada and recorded a loss before income tax of $50,880 and $3,906 for the period ended March 31, 2018 and 2017, respectively. A reconciliation of the provision for income taxes with amounts determined by applying the United States Federal income tax rate of 34% for the period ended March 31, 20178 and 2017, respectively, to income before income taxes are as follows:

	For the three months ended
	March 31, 2018			March 31, 2017

Profit (loss) before income tax	$	(50,880	)	$	(3,906	)
Permanent difference		50,880			3,906
Taxable income	$	—		$	—
U.S. income tax rate		21	%		21	%
Current tax expenses	$	—		$	—
Less: Valuation allowance		—			—
Income tax expenses	$	—		$	—

No deferred tax has been provided as there are no material temporary differences arising during the periods ended March 31, 2018 and 2017.

U.S. Corporate Income Tax

The Company’s management has yet to evaluate the effect of the U.S. Tax Reform on Ho Wah Genting Group Limited. Management may update its judgment of that effect based on its continuing evaluation and on future regulations or guidance issued by the U.S Department of the Treasury, and specific actions the Company may take in the future.

One-Time Transition Tax Related to U.S. Tax Reform

The Company’s management has evaluated the on-time transition tax and estimated that there will not be such tax due for the Company.

9.	RELATED PARTY TRANSACTIONS

As of March 31, 2018 and December 31, 2017, amounts due from related parties were as follows:

	As of March 31, 2018 (Unaudited)		As of December 31, 2017

Ho Wah Genting Berhad (1)	$	670,330	$	247,280
Vitaxel Online Mall Sdn Bhd (3)		25,893		24,728
Ho Wah Genting Holiday Sdn Bhd (2)		118,846		14,837
Ho Wah Genting ShenZhen Limited (2)		143,519		133,974
Marvel Theme Park City Sdn Bhd (4)		3,763		3,594
Vspark Malaysia Sdn Bhd (3)		5,585		—
	$	967,936	$	424,413

The amounts due from related parties are unsecured, interest-free and repayable on demand.

(1)

Our President Dato’ Lim Hui Boon is also the Group President and shareholder of Ho Wah Genting Berhad.

(2)

Lim Chun Hoo, our Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and director, is also a director of Ho Wah Genting Holiday Sdn Bhd, Ho Wah Genting Shenzhen Limited and Beedo Sdn Bhd. He was also director of Vitaxel Group Limited, parent company of its wholly owned subsidiary Vitaxel Sdn Bhd, until his resignation from that position on March 31, 2017.

During the year 2017, Malaysia HWGG agreed to offset the owing from Silver Rhythm by receiving common stock of Vitaxel Group Limited from Lim Chun Yen. Lim Chun Yen owes Silver Rhythm US$1,960,912 and Silver Rhythm owes Malaysia HWGG. To settle the debts, the 3 parties decided to enter into the shares agreement on October 2, 2017 to offset each other’s debt by using the common stock of Vitaxel owned by Lim Chun Yen. As a result, HWGG Malaysia has acquired 1,960,912 shares of Vitaxel Group Limited, a Nevada corporation in U.S for the price of USD1 per share from Lim Chun Yen, a nephew of Dato Lim Hui Boon, the President of the Company. The share closing market price at the end December 31, 2017 was USD1.25.

(3)

Liew Jenn Lim, one of our directors since March 1, 2017, is also a director of Beedo Sdn Bhd and Vspark Malaysia Sdn Bhd. He was also director of Vitaxel Online Mall Sdn Bhd, a wholly owned subsidiary of Vitaxel Group Limited, until his resignation from that position on April 2, 2018.

(4)

Marvel Theme Park City Sdn Bhd is a shareholder of our subsidiary company, Ho Wah Genting Property Sdn Bhd.

F-15

As of March 31, 2018 and 2017, amounts due to related parties were as follows:

	As of March 31, 2018 (Unaudited)		As of December 31, 2017

Beedo SDN BHD		62,144		59,347
Vspark Malaysia Sdn Bhd		474,993		7,031
Vitaxel Sdn Bhd		306,267		42,877
Lim Chun Hoo		846		—
	$	844,250	$	109,255

During the periods ended March 31, 2018 and 2017, the Company recognized rental income of $1,604 and $1,350 respectively from Ho Wah Genting Berhad (“HWGB”). Our president, Dato’ Lim Hui Boon, is also the Group President and shareholder of HWGB. In addition, two sons of Dato’ Lim Hui Boon are directors of HWGB.

On April 1, 2016, we entered into the Travel and Junket Service Contract with our partner, Ho Wah Genting Holiday SDN BHD (“HWGH”), pursuant to which HWGH shall render HWGG tour agency services, including but not limited to providing HWGG with tour packages, hotel bookings, and transportation arrangements to offer HWGG’s members and to share in junket operation profits. Lim Chun Hoo, our Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and director, is the Executive Director of HWGH. In addition, two sons of Dato Lim Hui Boon, our president, are the directors of HWGB, the parent company of HWGH. During the period ended March 31, 2018 and 2017, the Company recognized junket commission revenue of $6,606 and $54,804, respectively, from HWGH.

For the periods ended March 31, 2018 and 2017, HWGB lent the Company $670,330 and $247,280, respectively. Such debt is unsecured, interest-free and repayable on demand.

During the periods ended March 31, 2018 and 2017, the Company lent $306,267 and $42,877, respectively, to Vitaxel Sdn Bhd, a Malaysian corporation (“Vitaxel”). During the periods ended March 31, 2018 and 2017, the Company loaned $25,893 and $24,728, respectively, to Vitaxel Online Mall Sdn Bhd, a Malaysian corporation (“Vionmall”). Such debt is unsecured, interest-free and repayable on demand. Vitaxel and Vionmall are wholly owned subsidiaries of Vitaxel Group Limited, a Nevada corporation. Lim Chun Hoo, our Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and director, was a director of Vitaxel Group Limited, Vionmall and Vitaxel’s parent company, until his resignation on March 31, 2017. In addition, Leong Yee Ming, our former Chief Financial Officer, Chief Operating Officer and director, is a director and Chief Executive Officer of Vitaxel Group Limited.

During the periods ended March 31, 2018 and 2017, the recognized junket commission revenue of the Company from HWGH was $6,606 and $54,804, respectively.

During the periods ended March 31, 2018 and 2017, the Company recognized revenue of $117,276 and nil, respectively, from the 10% management charges to ETM member from HWGB.

F-16

10.

Commitments and Contingencies

Capital Commitments

As of March 31, 2018 and December 31, 2017, Company has no capital commitments.

Operation Commitments

As of March 31, 2018 and December 31, 2017, Company has no operation commitments and lease commitments.

11.

EARNINGS (LOSS) PER SHARE

The Company has adopted ASC Topic No. 260, “Earnings Per Share,” (“EPS”) which requires presentation of basic and diluted EPS on the face of the income statement and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the year.

The following table sets forth the computation of basic and diluted earnings per share:

	For the three months ended
	March 31, 2018			March 31, 2017

Net loss applicable to common shares	$	(1,909,867	)	$	(173,212	)

Weighted average common shares outstanding (Basic/Diluted)		500,027,774			500,027,774

	$	(0.004	)	$	(0.00	)

The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.

12.

CAPITAL STOCK

FORWARD STOCK SPLIT

On November 8, 2016, the Board of Directors of Ho Wah Genting Group Limited (formerly Computron, Inc.) (the “Company”) authorized and declared a 1,428-for-1 forward stock split of the Company’s issued and outstanding common stock, par value $0.0001 per share (the “Common Stock”) in the form of a dividend (the “Stock Split”) with a record date of November 17, 2016 (the “Record Date”). On the Record Date, each holder of the Company’s Common Stock will receive 1,428 additional shares of the Company’s Common Stock for each one share owned, rounded up to the nearest whole share

On November 28, 2016, Financial Industry Regulatory Authority, Inc. (“FINRA”) notified us of its announcement of the payment date of the Stock Split as November 29, 2016 (the “Payment Date”) and ex-dividend date as November 30, 2016 (the “Ex-Dividend Date”). On the Payment Date, as a result of the Stock Split, each holder of the Company’s Common Stock as of the Record Date received 1427 additional shares of the Company’s Common Stock for each one share owned, rounded up to the nearest whole share. As of the Ex-Dividend Date, our Common Stock began trading on a post-split adjusted basis.

REVERSE STOCK SPLIT

On July 12, 2017, the Board of Directors of Ho Wah Genting Group Limited (“ HWGG “) authorized and approved an amendment (the “Amendment”) to HWGG’s Amended and Restated Articles of Incorporation, which authorized a two-to-one reverse stock split (the “Reverse Split”) of HWGG’s outstanding common stock, par value $0.0001 per share, with a record date of July 14, 2017 (the “ Record Date “). In connection with the reverse stock split, the Board of Directors of HWGG, also authorized and approved a related increase in the par value of the HWGG common stock from $0.0001 per share to $0.0002 per share. We expect that the Reverse Stock Split will (i) increase the marketability and liquidity of our common stock, as market price no longer deemed as micro penny stock (below $0.01); (ii) address the reluctance of brokerage firms and institutional investors to recommend lower-priced stocks to their clients or to hold in their own portfolios; and (iii) enable us to strengthen the quotation of our common stock on the OTC Markets, Inc. QB Tier.

On August 9, 2017 we received approval from the Financial Industry Regulatory Authority (“FINRA”) to effectuate the Reverse Split at the open of business on August 11, 2017.

As of May 7, 2018 and December 31, 2017, the Company has 750,000,000 shares authorized and 500,027,774 shares issued respectively.

F-17

12.

SEGMENT INFORMATION

Our reported segments for the periods ended March 31, 2018 and 2017 are described as follows:

Investment property holding

The Company generates rental income from the leasing out of its leasehold building.

Exclusive Travel Membership

The company generates revenue from management fee billing on the member 10% for the deposit that put into the account

Junket operations

The Company generates revenue from junket operations with commissions receivable from Ho Wah Genting Holiday SDN BHD. This line of business commenced in the year 2016.

Others

These comprise of general operating and administrative expenses, and other income/expenses not directly attributable to the sources of revenue of the Company for the periods ended March 31, 2018 and 2017.

The Company’s reportable segments are managed separately based on the fundamental differences in their operations.

Information with respect to these reportable business segments for the three months ended March 31, 2018 and 2017 was as follows:

	For the three months ended
	March 31, 2018			March 31, 2017

Revenues:
Investment property holding	$	1,604		$	1,350
Junket operations		6,606			54,804
Management fee		117,276			—
Others		—			—
	$	125,486		$	56,154

Cost of revenues:
Investment property holding	$	—		$	—
Junket operations		—			31,585
Management fee		93,892			—
Others		—			—
	$	93,892		$	31,585

Depreciation:
Investment property holding	$	2,234		$	4,034
Junket operations		—			—
Management fee		—			—
Others		—			—
	$	2,234		$	4,034

Net income (loss):
Investment property holding	$	(630	)	$	(2,684	)
Junket operations		6,606			23,219
Management fee		23,384			—
Others		(1,955,686	)		(193,747	)
	$	(1,926,326	)	$	(173,212	)

F-18

	March 31, 2018
	Investment property holding		Junket operation		Others		Total
Identifiable long-lived assets, net	$	63,346	$	—	$	30,609	$	93,955

	December 31, 2017
	Investment property holding		Junket operation		Others		Total
Identifiable long-lived assets, net	$	60,887	$	—	$	30,906	$	91,793

The Company does not allocate any administrative expenses and other income/expenses to its reportable segments because these activities are managed at a corporate level. In addition, the specified amounts for income tax expense are not included in the measure of segment profit or loss reviewed by the chief operating decision maker and these specified amounts are not regularly provided to the chief operating decision maker. Therefore, the Company has not disclosed income tax expense for each reportable segment.

Asset information by reportable segment is not reported to or reviewed by the chief operating decision maker and, therefore, the Company has not disclosed asset information for each reportable segment. The Company’s operations are located in Malaysia. All revenues are derived from customers in Malaysia. All of the Company’s operating assets are located in Malaysia.

13.

FAIR VALUE MEASUREMENTS

Fair Value of Financial Assets

The Company’s financial assets measured at fair value on a recurring basis subject to disclosure requirements at December 31, 2017 and 2016 were as follows:

	Balance at March 31, 2018 (Unaudited)		Quoted Prices in Active Markets for Identical Assets (Level 1) (Unaudited)		Significant Other Observable Inputs (Level 2) (Unaudited)		Significant Unobserved Inputs (Level 3) (Unaudited)
Short-term investments:
Short-term investment	$	930,017	$	930,017	$	—	$	—
Total short-term investments		930,017		930,017		—		—
Total financial assets measured at fair value	$	930,017	$	930,017	$	—	$	—

	Balance at December 31, 2017		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobserved Inputs (Level 3)
Short-term investments:
Short-term investment	$	2,544,644	$	2,544,644	$	—	$	—
Total short-term investments		2,544,644		2,544,644		—		—
Total financial assets measured at fair value	$	2,544,644	$	2,544,644	$	—	$	—

14.

SUBSEQUENT EVENTS

On April 13, 2018 Ho Wah Genting Group Sdn Bhd disposed Ho Wah Genting Property Sdn Bhd to Lim Chun Hoo at cost for MYR67.00. Ho Wah Genting Property Sdn Bhd has not generate any revenue since acquisition and continue to incur losses to the group. Due to this, the Board of Directors decided to dispose the subsidiary.

F-19

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

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following management’s discussion and analysis should be read in conjunction with the historical financial statements and the related notes thereto contained in this Report. The management’s discussion and analysis contains forward-looking statements, such as statements of our plans, objectives, expectations and intentions. Any statements that are not statements of historical fact are forward-looking statements. When used, the words “believe,” “plan,” “intend,” “anticipate,” “target,” “estimate,” “expect” and the like, and/or future tense or conditional constructions (“will,” “may,” “could,” “should,” etc.), or similar expressions, identify certain of these forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. The Company’s actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of several factors. The Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances occurring after the date of this report.

As a result of the Share Exchange and the change in business and operations of the Company, from engaging in the business of computer support services to the business of (1) promoting travel and entertainment through the e-commerce business model by offering a unique membership program that offers its members exclusive travel discounts and rebates, (2) providing junket operator services and (3) developing and investing in real property, a discussion of the past financial results of Ho Wah Genting Group Limited is not pertinent, and under generally accepted accounting principles in the United States the historical financial results of HWGG, the accounting acquirers, prior to the Share Exchange are considered the historical financial results of the Company.

The following discussion highlights Ho Wah Genting Group Limited’s results of operations and the principal factors that have affected its financial condition as well as its liquidity and capital resources for the periods described, and provides information that management believes is relevant for an assessment and understanding of the financial condition and results of operations presented herein. The following discussion and analysis is based on Ho Wah Genting Group Limited’s audited financial statements contained in this Report, which have been prepared in accordance with generally accepted accounting principles in the United States. You should read the discussion and analysis together with such financial statements and the related notes thereto.

Basis of Presentation

The audited consolidated financial statements for the periods ended March 31, 2018 and 2017 include a summary of our significant accounting policies and should be read in conjunction with the discussion below. In the opinion of management, all material adjustments necessary to present fairly the consolidated results of operations for such periods have been included in these audited consolidated financial statements. All such adjustments are of a normal recurring nature.

Overview

Results of Operations

The following discussion should be read in conjunction with the consolidated financial statements of HWGG for the periods ended March 31, 2018 and 2017 and the related notes thereto.

Results of Operations for the Three Months ended March 31, 2018 and 2017

Revenue

We recognized revenue of $125,486 and $56,154 for the three months ended March 31, 2018 and 2017 respectively. The increase in revenues from the three months ended March 31, 2018 was due to the increase of revenue from the Exclusive Travel Membership business of HWGG as a result of 10% management fees charged.

Cost of Sales

Cost of sales for the three months ended March 31, 2018 was $93,892 compared to $31,585 for the three months ended March 31, 2017. The increase for the three months ended March 31, 2018 was due to commission earned and payable to Exclusive Travel Membership members of $93,892 recorded for the year.

Gross Profit

Gross profit was $31,594 for the three months ended March 31, 2018, compared to $24,569 for three months ended March 31, 2017, an increase of $7,025 or 28.59%. The increase of gross profit was attributable to the increase of revenue from the Exclusive Travel Membership business.

Operating Expenses

For the three months ended March 31, 2018, the total operating expenses was $337,616 compared to $179,451 for the three months ended March 31, 2017. The operating expenses increased by $158,165 or 88.14%, which was mainly caused by the increase of expenses in supporting a larger customer base.

Liquidity and Capital Resources

As of March 31, 2018, we had a cash balance of $943,251. During the three months ended March 31, 2018, net cash generated from operating activities totalled $479,809. Net cash generated from investing activities during the three months ended March 31, 2018 totalled $109,686. Net cash provided by financing activities during the same period totalled $191,472. The resulting change in cash for the period was an increase of $607,660 which was primarily due to changes in working capital and proceed from sale of investments.

As of March 31, 2017, we had a cash balance of $540,320. During the three months ended March 31, 2017, net cash used in operating activities totalled $300,170. Net cash used in investing activities during the fiscal period ending March 31, 2017 totalled nil. Net cash provided by financing activities during the same period totalled $482,000. The resulting change in cash for the period was an increase of $177,305, which was primarily due to cash in from other payables and accrued expenses.

As of March 31, 2018, we had current liabilities of $6,728,726, which was comprised of other payables and accruals of $5,884,476, amount due to related party of $884,250.

As of December 31, 2017, we had current liabilities of $4,838,504, which was comprised of other payables and accruals of $4,729,249, and amount due to related party of $109,255.

We had net liabilities of $3,181,763 and $1,217,217 as of March 31, 2018 and December 31, 2017.

Silver Rhythm SDN BHD (“Silver Rhythm”)

Malaysia HWGG agreed to offset the owing from Silver Rhythm by receiving common stock of Vitaxel Group Limited from Lim Chun Yen. Lim Chun Yen owes Silver Rhythm US$1,960,912 and Silver Rhythm owes Malaysia HWGG. To settle the debts, the 3 parties decided to enter into the shares agreement on October 2, 2017 to offset each other’s debt by using the common stock of Vitaxel owned by Lim Chun Yen.

Going Concern Consideration

Continuation of the Company as a going concern is dependent upon improving the profitability and the continuing financial support from its stockholders or other capital sources. Management believes that the continuing financial support from the existing shareholders or external debt financing will provide the additional cash to meet the Company’s obligations as they become due. Notwithstanding this belief, there is no assurance, however, that the available funds will be available to the Company, and if available, will be sufficient for the needs of the Company. Currently, no person, including existing shareholders, is under any obligation to continue to extend credit to the Company and/or invest in the Company.

Off-Balance Sheet Arrangements

We have no “off-balance sheet arrangements” (as the term is defined in Item 303(a)(4)(ii) of Regulation S-K) including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits.

Critical Accounting Policies and Estimates

Use of Estimates

Fair value of financial instruments

Level 1 Inputs – Unadjusted quoted market prices for identical assets and liabilities in an active market that the Company has the ability to access.

Level 2 Inputs – Inputs other than the quoted prices in active markets that are observable either directly or indirectly.

Level 3 Inputs – Inputs based on prices or valuation techniques that are both unobservable and significant to the overall fair value measurements.

The assets measured at fair value on a recurring basis subject to the disclosure requirements of ASC 820 as of March 31, 2018 and December 31, 2017 are $930,017 and $2,544,644 respectively.

Revenue recognition

Recent Accounting Pronouncements

ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk

Not applicable to smaller reporting companies.

ITEM 9A. Controls and Procedures

Evaluation of disclosure controls and procedures.

We maintain controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management including our principal executive and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. Based upon their evaluation of those controls and procedures performed as of the end of the period covered by this report, our principal executive and principal financial officer concluded that our disclosure controls and procedures were not effective in ensuring that: (i) information required to be disclosed by us in reports that we file or submit to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.

Management’s annual report on internal control over financial reporting.

Lim Chun Hoo, our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, our principal executive and principal financial officer and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

	a)	pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
	b)	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of management and our directors; and
	c)	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, our internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our Chief Executive and Chief Financial Officer assessed the effectiveness of our internal control over financial reporting as of March 31, 2018. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control — Integrated Framework (2013). A material weakness, as defined by SEC rules, is a control deficiency, or combination of control deficiencies, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses in internal control over financial reporting that were identified are:

We did not maintain sufficient personnel with an appropriate level of technical accounting knowledge, experience, and training in the application of GAAP commensurate with our complexity and our financial accounting and reporting requirements. We have limited experience in the areas of financial reporting and disclosure controls and procedures. Also, we do not have an independent audit committee. As a result, there is a lack of monitoring of the financial reporting process and there is a reasonable possibility that material misstatements of the financial statements, including disclosures, will not be prevented or detected on a timely basis; and

Due to our small size, our segregation of duties in certain areas of our financial reporting process are limited. This control deficiency, which is pervasive in nature, results in a reasonable possibility that material misstatements of the financial statements will not be prevented or detected on a timely basis. This control is being implemented on stages.

Based on our assessment, our Chief Executive and Chief Financial Officer believes that, as of March 31, 2018 our internal control over financial reporting is not effective based on those criteria.

Accordingly, management believes, based on its knowledge, that (1) this report does not contain any untrue statement of a material fact or omit to state a material face necessary to make the statements made not misleading with respect to the period covered by this report, and (2) the financial statements, and other financial information included in this report, fairly present in all material respects our financial condition, results of operations and cash flows for the years and periods then ended.

This report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this report.

Changes in internal control over financial reporting.

There were no changes in our internal control over financial reporting during the first quarter ended March 31, 2018, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. Legal Proceedings

We are not currently involved in any pending or threatened material litigation or other material legal proceedings, nor have we been made aware of any pending or threatened regulatory audits.

ITEM 2. Risk Factors

AN INVESTMENT IN OUR SECURITIES IS HIGHLY SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK. WE FACE A VARIETY OF RISKS THAT MAY AFFECT OUR OPERATIONS OR FINANCIAL RESULTS AND MANY OF THOSE RISKS ARE DRIVEN BY FACTORS THAT WE CANNOT CONTROL OR PREDICT. BEFORE INVESTING IN THE SECURITIES YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISKS, TOGETHER WITH THE FINANCIAL AND OTHER INFORMATION CONTAINED IN THIS REPORT. IF ANY OF THE FOLLOWING RISKS ACTUALLY OCCURS, OUR BUSINESS, PROSPECTS, FINANCIAL CONDITION AND RESULTS OF OPERATIONS COULD BE MATERIALLY ADVERSELY AFFECTED. IN THAT CASE, THE TRADING PRICE OF OUR COMMON STOCK WOULD LIKELY DECLINE AND YOU MAY LOSE ALL OR A PART OF YOUR INVESTMENT. ONLY THOSE INVESTORS WHO CAN BEAR THE RISK OF LOSS OF THEIR ENTIRE INVESTMENT SHOULD CONSIDER AN INVESTMENT IN OUR SECURITIES.

THIS REPORT CONTAINS CERTAIN STATEMENTS RELATING TO FUTURE EVENTS OR THE FUTURE FINANCIAL PERFORMANCE OF OUR COMPANY. PROSPECTIVE INVESTORS ARE CAUTIONED THAT SUCH STATEMENTS ARE ONLY PREDICTIONS AND INVOLVE RISKS AND UNCERTAINTIES, AND THAT ACTUAL EVENTS OR RESULTS MAY DIFFER MATERIALLY. IN EVALUATING SUCH STATEMENTS, PROSPECTIVE INVESTORS SHOULD SPECIFICALLY CONSIDER THE VARIOUS FACTORS IDENTIFIED IN THIS REPORT, INCLUDING THE MATTERS SET FORTH BELOW, WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE INDICATED BY SUCH FORWARD-LOOKING STATEMENTS.

If any of the following or other risks materialize, the Company’s business, financial condition, and results of operations could be materially adversely affected which, in turn, could adversely impact the value of our Common Stock. In such a case, investors in our Common Stock could lose all or part of their investment.

Prospective investors should consider carefully whether an investment in the Company is suitable for them in light of the information contained in this Report and the financial resources available to them. The risks described below do not purport to be all the risks to which the Company or the Company could be exposed. This section is a summary of certain risks and is not set out in any particular order of priority. They are the risks that we presently believe are material to the operations of the Company. Additional risks of which we are not presently aware or which we presently deem immaterial may also impair the Company’s business, financial condition or results of operations.

Risks Related to our Business and the Industry in Which We Operate

We have a limited operating history upon which investors can evaluate our future prospects.

HWGG did not enter the travel planning and information technology services industry until 2015. Accordingly, it is difficult for our management and our investors to accurately forecast and evaluate our future prospects and our financial results. Our operations are therefore subject to all of the risks inherent in light of the expenses, difficulties, complications and delays frequently encountered in connection with the formation of any new business, as well as those risks that are specific to our business in particular. An investment in an early stage company such as ours involves a degree of risk, including the possibility that entire investments may be lost. The risks include, but are not limited to, the possibility that we will not be able to develop expected marketing and distribution channels, attract sufficient numbers of members, or products and/or services which will be accepted in the market. To successfully introduce and market our products and services, we must establish brand name recognition and competitive advantages for our products and services. There are no assurances that we can successfully address these challenges. If we are unsuccessful, we and our business, financial condition and operating results will be materially and adversely affected.

Our business is sensitive to the willingness of our customers to travel. Acts of terrorism, regional political events and developments in the conflicts in certain countries could cause severe disruptions in travel that reduce the number of our active members, resulting in a material adverse effect on our financial condition, results of operations or cash flows.

We are dependent on the willingness of our customers and members to travel. Acts of terrorism may severely disrupt domestic and international travel, which would result in a decrease in customers desire to travel. Regional conflicts could have a similar effect on domestic and international travel. Management cannot predict the extent to which disruptions in air or other forms of travel as a result of any further terrorist act, outbreak of hostilities or escalation of war would have an adverse effect on our financial condition, results of operations or cash flows.

Natural or man-made disasters, an outbreak of highly infectious disease, terrorist activity or war could adversely affect customers’ willingness to travel and disrupt our operations, resulting in a material adverse effect on our financial condition, results of operations or cash flows.

So called “Acts of God,” such as typhoons, particularly in Macao, and other natural disasters, man-made disasters, outbreaks of highly infectious diseases, such as avian flu, SARS and H1N1 flu, terrorist activity or war may result in decreases in travel to and from, and economic activity in, areas in which we offer travel discounts, packages and awards and may adversely affect the number of our active members. Any of these events also may disrupt our ability to adequately staff our business, could generally disrupt our operations and could have a material adverse effect on our financial condition, results of operations or cash flows.

We will rely on third parties to develop the products and services which we offer and sell.

We will not develop the travel products, packages and services which we offer and sell. Therefore, our success will substantially depend upon our ability to develop, maintain and expand our strategic relationships with our partners. Any impairment in our relationship with these partners could have a material adverse effect on our business, results of operations, cash flow and financial condition. There can be no assurance that we will be able to retain these relationships on commercially reasonable terms, if at all.

Our products and services may not be accepted in the market.

We cannot be certain that the products and services which we may determine to market and sell will achieve or maintain market acceptance. Market acceptance of our products and services depends on many factors, including our ability to convince individuals to join our Exclusive Travel Membership, present our products and services as more attractive than competing products and services and price products and services competitively.

If we are unable to retain our existing members and recruit additional members, our revenue will not increase and may even decline.

Our members may terminate their services at any time and we will experience relatively high turnover among our members from year to year. People who join us to purchase our products and services for personal consumption frequently will only stay with us for a short time. To increase our revenue, we must increase the number of our members.

If our initiatives do not drive growth in the number of our members our operating results could be harmed. Our operating results could be harmed if we do not generate sufficient interest in our business and or products and services to retain and motivate our existing members and attract new members to join us.

The number and productivity of our members could be harmed by several additional factors, including:

●

any adverse publicity regarding us, our products and services, our distribution channels, or our competitors;

●

lack of interest in, dissatisfaction with, or the technical failure of, existing or new products and services;

●

lack of compelling products or services or income opportunities that generate interest;

●

any negative public perception of our products and services;

●

our actions to enforce our policies and procedures;

●

any regulatory actions or charges against us or others in our industry;

●

general economic and business conditions; and

●

potential saturation or maturity levels in a given country or market which could negatively impact our ability to attract and retain members in such market.

Laws and regulations may prohibit or severely restrict the business that we are involved in and cause our revenue and profitability to decline, and regulators could adopt new regulations that harm our business.

Various government agencies throughout the world regulate travelling and entertainment practices. Different country has different laws and regulations, in certain of the jurisdictions in which we operate and expect to operate are stringent than others and subject to broad discretion in enforcement by regulators.

Complying with these widely varying and sometimes inconsistent rules and regulations can be difficult, time-consuming and expensive, and may require significant resources. The laws and regulations may modify from time to time. This can require us to make changes to our business model and aspects of our sales plan in the markets impacted by such changes. If we are unable to continue business in existing markets or commence operations in new markets because of these laws, our revenue and profitability may decline.

Adverse publicity concerning our business, marketing plan, products and services or people could harm our business and reputation.

Expected growth in our member base and consumers and our results of operations can be particularly impacted by adverse publicity regarding us, the nature business model, our products and services or the actions of our members and employees. Given the nature of our operations and our continuous need to recruit and retain consumers and members, we are particularly vulnerable to adverse publicity.

Critics of our industry and individuals who want to pursue an agenda may, in the future, utilize the Internet, the press and other means to publish criticisms of the industry, our company and our competitors, or make allegations regarding our business and operations, or the business and operations of our competitors. We or others in our industry may receive similar negative publicity or allegations in the future, and it may harm our business and reputation.

Our ability to conduct business in international markets may be affected by political, legal, tax and regulatory risks.

Our ability to capitalize on growth in international markets is exposed to risks associated with our international operations, including:

●

the possibility that a foreign government might ban or severely restrict our business method (especially our junket business), or that local civil unrest, political instability or changes in diplomatic or trade relationships might disrupt our operations in an international market;

●

the lack of well-established or reliable legal systems in certain areas where we operate or expect to operate;

●

the presence of high inflation in the economies of international markets in which we operate or expect to operate;

●

the possibility that a government authority might impose legal, tax or other financial burdens on us or our sales force, due, for example, to the structure of our operations in various markets;

●

the possibility that a government authority might challenge the status of our sales force as independent contractors or impose employment or social taxes on our sales force; and

●

the possibility that governments may impose currency remittance restrictions limiting our ability to repatriate cash.

Government authorities may question our tax or customs positions or change their laws in a manner that could increase our effective tax rate or otherwise harm our business.

As a U.S. company doing business globally, we are subject to all applicable tax and customs laws, including those relating to intercompany pricing regulations and transactions between our corporate entities in the jurisdictions in which we do business. We expect that periodically we will be audited by tax and customs authorities around the world. If authorities challenge our tax or customs positions, including those regarding transfer pricing and customs valuation and classification, we may be subject to penalties, interest and payment of back taxes or customs duties. Since tax rates vary from country to country, any tax assessments might also impact our ability to fully utilize foreign tax credits on our U.S. consolidated tax return. The tax and customs laws in each jurisdiction are continually changing and are further subject to interpretation by the local government agencies. Despite our best efforts to be aware of and comply with tax and customs laws, including changes to and interpretations thereof, there is a potential risk that the local authorities may argue that we are out of compliance. Such situations may require that we defend our positions and/or adjust our operating procedures in response to such changes. Any or all of these potential risks may increase our effective tax rate or otherwise harm our business.

We do not carry any business interruption insurance, product liability or recall insurance or third-party liability insurance.

Our business operations may involve many risks, including natural disasters, labor disturbances, business interruptions, property damage, personal injury and death. We do not carry any business interruption insurance or third-party liability insurance for our business to cover claims in respect of personal injury or property or environmental damage arising from accidents on our property or relating to our operations. Therefore, we may not have insurance coverage sufficient to cover all risks associated with our business. As a result, we may be required to pay for financial and other losses, damages and liabilities, including those caused by natural disasters and other events beyond our control, out of our own funds, which could have a material adverse effect on our business, financial condition and results of operations.

We depend on our key personnel, and the loss of the services provided by any of our executive officers or other key employees could harm our business and results of operations.

Our success depends to a significant degree upon the continued contributions of our senior management and other key employees, many of whom would be difficult to replace. Our senior management and key employees may voluntarily terminate their employment with us at any time. In addition, we need to continue to attract and develop qualified management personnel to sustain growth in our markets. If we are not able to successfully retain existing personnel and identify, hire and integrate new personnel, our business and growth prospects could be harmed.

The inability of our products and services and other initiatives to gain or maintain sales force and market acceptance could harm our business.

Our operating results could be adversely affected if our products and services, business opportunities, and other initiatives do not generate sufficient enthusiasm and economic benefit to retain our existing consumers and sales force or to attract new consumers and people interested in joining our sales force. Potential factors affecting the attractiveness of our products and services, business opportunities, and other initiatives include, among other items, perceived product and service quality, product and service exclusivity or effectiveness, economic success in our business opportunity, adverse media attention or regulatory restrictions on claims.

In addition, our ability to develop and introduce new products and services could be impacted by, among other items, government regulations, the inability to attract and retain qualified development staff, the termination of third-party collaborative arrangements, intellectual property of competitors that may limit our ability to offer innovative products and services or that challenge our own intellectual property, and difficulties in anticipating changes in consumer tastes and buying preferences.

One of the challenges we face is keeping our members motivated and actively engaged and in developing new members. There can be no assurance that our initiatives will generate excitement among our sales force in the long-term or that planned initiatives will be successful in maintaining sales force activity and productivity or in motivating members to remain engaged and developing new members. Some initiatives may have unanticipated negative impacts on our sales force, particularly changes to our sales compensation plans. In addition, if any of our products or services fails to gain acceptance, we could see an increase in returns.

Our markets are intensely competitive and market conditions and the strengths of competitors may harm our business.

The markets for our products and services are intensely competitive. Our results of operations may be harmed by market conditions and competition in the future. Many competitors have much greater name recognition and financial resources than we have, which may give them a competitive advantage.

We also compete with other companies to attract and retain our sales force and consumers. Some of these competitors have longer operating histories and greater visibility, name recognition and financial resources than we do. Some of our competitors may adopt some of our business strategies, including our global sales compensation plan. Consequently, to successfully compete in this industry, and attract and retain our sales force and consumers, we must ensure that our business opportunities and sales compensation plans are financially rewarding. We believe we have significant competitive advantages, but we cannot assure that we will be able to continue to successfully compete in this industry.

Any failure of our internal controls over financial reporting or our compliance efforts could harm our stock price and our financial and operating results or could result in fines or penalties.

We have implemented internal controls to help ensure the accuracy of our financial reporting and have implemented compliance policies and programs to help ensure that our employees and sales force comply with applicable laws and regulations. We regularly assess the effectiveness of our internal controls. There can be no assurance, however, that our internal or external assessments and audits will identify all significant or material weaknesses in our internal controls. Any failure to correct a weakness in internal controls could result in the disclosure of a material weakness. If a material weakness results in a material misstatement in our financial results, we may also have to restate our financial statements.

From time to time, we may initiate further investigations into our business operations based on the results of our internal and external audits or on complaints, questions or allegations made by employees or other parties regarding our business practices and operations. In addition, our business and operations may be investigated by applicable government authorities. In the event any of these investigations identify material violations of applicable laws by our employees or our sales force, we could be subject to adverse publicity, fines, penalties or loss of licenses or permits.

Cyber security risks and the failure to maintain the integrity of company, employee, sales force or guest data could expose us to data loss, litigation and liability, and our reputation could be significantly harmed.

We will collect and retain large volumes of company, employee, sales force and guest data, including credit card numbers and other personally identifiable information, for business purposes, including for transactional and promotional purposes, and our various information technology systems enter, process, summarize and report such data. The integrity and protection of this data is critical to our business. We are subject to significant security and privacy regulations, as well as requirements imposed by the credit card industry. Maintaining compliance with these evolving regulations and requirements could be difficult and may increase our expenses. In addition, a penetrated or compromised data system or the intentional, inadvertent or negligent release or disclosure of data could result in theft, loss or fraudulent or unlawful use of company, employee, sales force or guest data which could harm our reputation, disrupt our operations, or result in remedial and other costs, fines or lawsuits.

Some of the markets in which we operate may become highly inflationary, which could negatively impact our financial position, results of operations or cash flows.

In some of our markets, we face risks associated with high levels of inflation. High levels of inflation and currency devaluations in any of our markets could negatively impact our balance sheet and results of operations.

Some of the markets in which we operate have currency controls in place, which may restrict our repatriation of cash.

If foreign governments restrict transfers of cash out of their country and control exchange rates, we may be limited as to the timing and amount of cash we can repatriate and may not be able to repatriate cash at beneficial exchange rates, which could have a material adverse effect on our financial position, results of operations or cash flows.

Our business could be severely harmed if the Malaysian government changes its policies, laws, regulations, tax structure or its current interpretations of its laws, rules and regulations relating to our operations in Malaysia.

Our business is located in Kuala Lumpur, Malaysia and virtually all of our assets are located in Malaysia. Majority of our members and customers are located in Malaysia. Our results of operations, financial state of affairs and future growth are, to a significant degree, subject to Malaysia’s economic, political and legal development and related uncertainties. Our operations and results could be materially affected by a number of factors, including, but not limited to

●	Changes in policies by the Malaysian government resulting in changes in laws or regulations or the interpretation of laws or regulations,
●	changes in taxation,
●	changes in employment restrictions,
●	import duties, and
●	currency revaluation.

Failure to comply with the U.S. foreign corrupt practices act and Chinese anti-corruption laws could subject us to penalties and other adverse consequences.

Our executive officers, employees and other agents may violate applicable law in connection with the marketing or sale of our products and services, including China’s anti-corruption laws and the U.S. Foreign Corrupt Practices Act, or the FCPA, which generally prohibits United States companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. In addition, we are required to maintain records that accurately and fairly represent our transactions and have an adequate system of internal accounting controls. The PRC also strictly prohibits bribery of government officials. However, corruption, extortion, bribery, pay-offs, theft and other fraudulent practices occur from time-to-time in the PRC.

While we intend to implement measures to ensure compliance with the FCPA and Chinese anti-corruption laws by all individuals involved with our company, our employees or other agents may engage in such conduct for which we might be held responsible. If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties and other consequences that may have a material adverse effect on our business, financial condition and results of operations. In addition, our brand and reputation, our sales activities or the price of our ordinary shares could be adversely affected if we become the target of any negative publicity as a result of actions taken by our employees or other agents.

We have not had, and do not intend to have, any current or historic experience with non-compliance with FCPA or Chinese anti-corruption laws.

Risks Related to our Financial Condition

We have a history of losses and we may not achieve or sustain profitability in the future.

We have incurred losses since our inception. We anticipate that our operating expenses will increase in the foreseeable future as we continue to invest to grow our business, engage new members, and develop our e-commerce platform. These efforts may prove more expensive than we currently anticipate, and we may not succeed in generating sufficient revenues to offset these higher expenses. If we are unable to do so, the Company and its business, financial condition and operating results could be materially and adversely affected.

Our operating losses raise substantial doubt about our ability to continue as a going concern. If we do not continue as a going concern, investors could lose their entire investment.

Our historical operating losses and sufficient revenues to support our cost structure raise substantial doubt about our ability to continue as a going concern. If we do not generate sufficient revenues, do not achieve profitability and do not have other sources of financing for our business, we may have to curtail or cease our development plans and operations, which could cause investors to lose the entire amount of their investment. For the period ended March 31, 2018, the Company reported a net loss of $1,926,326 and working capital deficit of $3,275,718. The Company had an accumulated deficit of $3,125,860 as of March 31, 2018 due to the fact that the Company incurred losses during the period ended March 31, 2018. For the year ended December 31, 2017, we reported a net loss of $746,793 and working capital deficit of $1,309,010. The Company had an accumulated deficit of $1,215,994 as of December 31, 2017 due to the fact that the Company incurred losses during the year ended December 31, 2017. Continuation of the Company as a going concern is dependent upon improving the profitability and the continuing financial support from its stockholders or other capital sources. Management believes that the continuing financial support from the existing shareholders or external debt financing will provide the additional cash to meet the Company’s obligations as they become due. Notwithstanding this belief, there is no assurance, however, that the available funds will be available to the Company, and if available, will be sufficient for the needs of the Company. Currently, no person, including existing shareholders, is under any obligation to continue to extend credit to the Company and/or invest in the Company.

Our reported financial results may be adversely affected by changes in accounting principles generally accepted in the United States.

Generally accepted accounting principles in the United States are subject to interpretation by the Financial Accounting Standards Board, the American Institute of Certified Public Accountants, the Securities and Exchange Commission and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on our reported financial results, and could affect the reporting of transactions completed before the announcement of a change.

We may incur significant costs to ensure compliance with United States corporate governance and accounting requirements.

We may incur significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly. We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these newly applicable rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. HWGG, our operating company, is newly reporting and we are adjusting to the increased disclosure requirements for us to comply with corporate governance and accounting requirements.

Investment Risks

You could lose all of your investment.

An investment in our securities is speculative and involves a high degree of risk. Potential investors should be aware that the value of an investment in the Company may go down as well as up. In addition, there can be no certainty that the market value of an investment in the Company will fully reflect its underlying value. You could lose your entire investment.

You may experience dilution of your ownership interests because of the future issuance of additional shares of our common or preferred stock or other securities that are convertible into or exercisable for our common or preferred stock.

In the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our present stockholders. The Company will be authorized to issue an aggregate of 1,500,000,000 shares of Common Stock. We may issue additional shares of our Common Stock or other securities that are convertible into or exercisable for our Common Stock in connection with hiring or retaining employees, future acquisitions, future sales of our securities for capital raising purposes, or for other business purposes. The future issuance of any such additional shares of our Common Stock may create downward pressure on the trading price of the Common Stock. We will need to raise additional capital in the near future to meet our working capital needs, and there can be no assurance that we will not be required to issue additional shares, warrants or other convertible securities in the future in conjunction with these capital raising efforts, including at a price (or exercise prices) below the price you paid for your stock.

Our Common Stock is subject to the “penny stock” rules of the SEC and the trading market in the securities is limited, which makes transactions in the stock cumbersome and may reduce the value of an investment in the stock.

Rule 15g-9 under the Exchange Act establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (a) that a broker or dealer approve a person’s account for transactions in penny stocks; and (b) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (a) obtain financial information and investment experience objectives of the person and (b) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form: (a) sets forth the basis on which the broker or dealer made the suitability determination; and (b) confirms that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our Common Stock and cause a decline in the market value of our Common Stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker or dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Our stock may be traded infrequently and in low volumes, so you may be unable to sell your shares at or near the quoted bid prices if you need to sell your shares.

Until our Common Stock is listed on a national securities exchange such as the New York Stock Exchange or the Nasdaq Stock Market, we expect our Common Stock to remain eligible for quotation on the OTC Markets, or on another over-the-counter quotation system, or in the “pink sheets.” In those venues, however, the shares of our Common Stock may trade infrequently and in low volumes, meaning that the number of persons interested in purchasing our common shares at or near bid prices at any given time may be relatively small or non-existent. An investor may find it difficult to obtain accurate quotations as to the market value of our Common Stock or to sell his or her shares at or near bid prices or at all. In addition, if we fail to meet the criteria set forth in SEC regulations, various requirements would be imposed by law on broker-dealers who sell our securities to persons other than established customers and accredited investors. Consequently, such regulations may deter broker-dealers from recommending or selling our Common Stock, which may further affect the liquidity of our Common Stock. This would also make it more difficult for us to raise capital.

We do not anticipate paying dividends on our Common Stock, and investors may lose the entire amount of their investment.

Cash dividends have never been declared or paid on our Common Stock, and we do not anticipate such a declaration or payment for the foreseeable future. We expect to use future earnings, if any, to fund business growth. Therefore, stockholders will not receive any funds absent a sale of their shares of Common Stock. If we do not pay dividends, our Common Stock may be less valuable because a return on your investment will only occur if our stock price appreciates. We cannot assure stockholders of a positive return on their investment when they sell their shares, nor can we assure that stockholders will not lose the entire amount of their investment.

Being a public company is expensive and administratively burdensome.

As a public reporting company, we are subject to the information and reporting requirements of the Securities Act, the Exchange Act and other federal securities laws, rules and regulations related thereto, including compliance with the Sarbanes-Oxley Act. Complying with these laws and regulations requires the time and attention of our Board of Directors and management, and increases our expenses. Among other things, we are required to:

●

maintain and evaluate a system of internal controls over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act and the related rules and regulations of the SEC and the Public Company Accounting Oversight Board;

●

maintain policies relating to disclosure controls and procedures;

●

prepare and distribute periodic reports in compliance with our obligations under federal securities laws;

●

institute a more comprehensive compliance function, including with respect to corporate governance; and

●

involve, to a greater degree, our outside legal counsel and accountants in the above activities.

The costs of preparing and filing annual and quarterly reports, proxy statements and other information with the SEC and furnishing audited reports to stockholders is expensive and much greater than that of a privately-held company, and compliance with these rules and regulations may require us to hire additional financial reporting, internal controls and other finance personnel, and will involve a material increase in regulatory, legal and accounting expenses and the attention of management. There can be no assurance that we will be able to comply with the applicable regulations in a timely manner, if at all. In addition, being a public company makes it more expensive for us to obtain director and officer liability insurance. In the future, we may be required to accept reduced coverage or incur substantially higher costs to obtain this coverage. These factors could also make it more difficult for us to attract and retain qualified executives and members of our Board of Directors, particularly directors willing to serve on an audit committee which we expect to establish.

As a result of members of our management being our largest stockholders, they can exert significant control over our business and affairs and have actual or potential interests that may depart from those of other stockholders.

Our executive management team owns or controls a significant percentage of our common stock. Additionally, this does not reflect the increased percentages that they may have in the event that they exercise any of the options or warrants they may in the future be granted, or if they otherwise acquire additional shares of our common stock. The interests of such persons may differ from the interests of other stockholders. As a result, in addition to their positions with us, such persons will have significant influence over all corporate actions requiring stockholder approval, irrespective of how our other stockholders may vote, including the following actions:

●		elect or defeat the election of our directors;
●		amend or prevent amendment of our Articles of Incorporation or Bylaws;
●		effect or prevent a merger, sale of assets or other corporate transaction; and
●		control the outcome of any other matter submitted to the stockholders for vote.

In addition, such persons’ stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

***

The risks above do not necessarily comprise all of those associated with an investment in the Company. This Report contains forward looking statements that involve unknown risks, uncertainties and other factors that may cause the actual results, financial condition, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. Factors that might cause such a difference include, but are not limited to, those set out above.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. Mine Safety Disclosures

Not Applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. Exhibits, Financial Statement Schedules.

Exhibits:

Exhibit No.		Exhibit Description

2.1		Share Exchange Agreement, dated as of November 4, 2016, by and among the Registrant, Ho Wah Genting Group SDN BHD (“HWGG”) and the Shareholders of HWGG (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on November 9, 2016)

3.1		Articles of Incorporation of the Company (incorporated by reference from the Registrant’s Registration Statement on Form S-1 filed on November 7, 2014)

3.2		Amended and Restated Articles of Incorporation of the Registrant as filed with the Nevada Secretary of State on September 28, 2016 (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on November 4, 2016)

3.3		Bylaws of the Company ( incorporated by reference to Exhibit 3.2 to the Form S-1 filed with the SEC on November 7, 2014 )

10.1†		Consulting Service Agreement by and between the Company and Ong Kooi Tatt dated July 1, 2016 (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on November 9, 2016)

10.2		Split-Off Agreement, dated as of November 4, 2016, by and among the Registrant and David Breier (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on November 9, 2016)

10.3		General Release Agreement, dated as of November 4, 2016, by and among the Registrant and David Breier (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on November 9, 2016)

21.1		Subsidiaries of the Registrant (incorporated by reference from the Registrant’s Current Report on Form 8-K filed on November 9, 2016)

31.1*		Certification of the Chief Executive and Financial Officer required under Rule 13a-14(a)/15d-14(a) of the Exchange Act

32.1*		Certification of the Chief Executive and Financial Officer required under Section 1350 of the Exchange Act

101 INS*		XBRL Instance Document

101 SCH*		XBRL Taxonomy Schema

101 CAL*		XBRL Taxonomy Extension Calculation Linkbase

101 DEF*		XBRL Taxonomy Extension Definition Linkbase

101 LAB*		XBRL Taxonomy Extension Label Linkbase

101 PRE*		XBRL Taxonomy Extension Presentation Linkbase

* Filed herewith

† Management contract or compensatory plan or arrangement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	HO WAH GENTING GROUP LIMITED

Date: May 16, 2018	By:	/s/ Lim Chun Hoo
		Lim Chun Hoo
		Chief Executive Officer, Chief Financial Officer and Chief Operation Officer (principal executive officer and principal financial and accounting officer)

Ho Wah Genting Group Ltd - FORM 10-Q - May 16, 2018

Attached files

Ho Wah Genting Group Ltd Reports