{"url_path":"/sec/cik-0001766267/8-k/2026-07-06/item-2-01","section_key":"item-2-01","section_title":"Item 2.01 Completion of an Acquisition or Disposition of Assets.**","topic":"sec","document":{"doc_type":"8-K/A","doc_date":"2026-07-06","source_url":"https://www.sec.gov/Archives/edgar/data/1766267/0001493152-26-032112-index.html","accession_number":"0001493152-26-032112","cik":"0001766267","ticker":null,"issuer_name":"Synergy Empire Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1766267/0001493152-26-032112-index.html","primary_entity_key":"0001766267","primary_entity_name":"Synergy Empire Ltd"},"word_count":16345,"has_tables":true,"body_markdown":"**Item\n2.01 Completion of an Acquisition or Disposition of Assets.**\n\n \n\nOn\nJuly 29, 2024, Synergy Empire Limited (“we”, “us” or the “Company”), executed an Acquisition and\nStock Purchase Agreement (“the “Agreement”) with Meluha Therapeutics Berhad (“Meluha”), a limited company\nincorporated under the laws of Malaysia, and the shareholders of Meluha. Pursuant to the Agreement, we agreed to purchase 10,000,000\nshares of Meluha (the “Meluha Shares”), representing all of the issued and outstanding shares of common stock of Meluha,\nwhich were held by all the shareholders of Meluha. As a consideration, we agreed to issue to the shareholders of Meluha, 10,000,000 shares\nof our series A preferred stock with par value of $0.0001 per share (“Preferred Stock”), at a value of $0.2155 per share,\nfor an aggregate value of $2,155,000. Each share of the series A Preferred Stock possesses a voting right, which equals to each of the\nCompany’s common stock, with $0.0001 par value per share (“Common Stock”). We consummated the acquisition of Meluha\non March 28, 2025. It is our understanding that the shareholders of Meluha are not U.S. Persons within the meaning of Regulations S.\nAccordingly, the Preferred Stock are being sold pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933.\nFollowing the completion of the acquisition, (a) Ramesh A/L Saravanamuthu (beneficial owner of 3,359,438 shares of Preferred Stock) possesses\n29.1% of the voting power of the Company and (b) Abdul Jalil bin Jidon (beneficial owner of 3,188,437 shares of Preferred Stock) possesses\n27.7% of the voting power of the Company. As such these two shareholders will be able to unilaterally control the election of our board\nof directors, all matters upon which shareholder approval is required and, ultimately, the direction of our Company. With the exception\nof these two individuals, no other shareholder of the Company possesses in excess of 10% of the voting power of the Company. The foregoing\ndescription of the Agreement is qualified in its entirety by reference to such agreement which is filed as Exhibit 10.1 to this Current\nReport and is incorporated herein by reference.\n\n \n\nMeluha\nTherapeutics Berhad was incorporated under the laws of Malaysia on April 2, 2009. Meluha is a biopharmaceutical company, with its headquarters\nin Malaysia. Its primarily involved as a contract manufacturer for cellular therapy, and drug discovery and for the performance of related\nresearch and development. Meluha manufactures cell-based medicinal products and exosome-based medicine using innovative stem cell technology.\nTheir customers are mainly healthcare companies and individuals in Malaysia. The Company has applied to have its facilities certified\nas Good Manufacturing Practices by July 2026 and thereafter to proceed with clinical testing required for approval of its products by\nthe Ministry of Health for wider use by public. Meluha’s executive office is located at Lot 8D, Jalan Teknologi 3/6, Kawasan Perindustrian\nNouvelle, Taman Sains Selangor, 1, Pju 5 Kota Damansara, 47810 Petaling Jaya, Selangor, Malaysia.\n\n \n\nUpon\nthe acquisition of Meluha Therapeutics Berhad by the Company, the directors of Meluha Therapeutics Berhad, Ramesh A/L Saravanamuthu and\nAbdul Jalil bin Jidon received 3,359,438 and 3,188,437 shares of the Company’s Series A preferred stock, respectively.\n\n \n\n1\n\n \n\n \n\n**CORPORATE\nHISTORY**\n\n \n\nSynergy\nEmpire Limited, a Nevada corporation (“the Company”) was incorporated under the laws of the State of Nevada on October 17,\n2018.\n\n \n\nOn\nOctober 17, 2018, Mr. Leong Will Liam was appointed as President, Secretary, Treasurer and a member of our Board of directors. Also,\non October 17, 2018, Mr. Law Jia Ming was appointed as Chief Executive Officer and Chief Financial Officer of the Company.\n\n \n\nOn\nOctober 17, 2018, the Company sold and subsequently issued 900,000 shares of restricted common stock to Mr. Leong Will Liam, our Director,\nPresident, Secretary and Treasurer. The price paid per share was $0.30, for aggregate proceeds to the Company of $27,000. Proceed from\nthe issuance of shares went to the Company to be used as working capital.\n\n \n\nIn\nregards to all of the above transactions we claim an exemption from registration afforded by Section 4(a)(2) and/or Regulation S of the\nSecurities Act of 1933, as amended (“Regulation S”) for the above sales of the stock since the sales of the stock were made\nto non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to offshore transactions, and no directed\nselling efforts were made in the United States by the issuer, a distributor, any of their respective affiliates, or any person acting\non behalf of any of the foregoing.\n\n \n\nOn\nDecember 31, 2018, Synergy Empire Holding Limited, a company incorporated in republic of the Marshall Islands (“SEHL” or\n“Synergy Empire Marshall”), acquired 100% of the equity interests of Synergy Empire Limited, a company incorporated in Hong\nKong (“SEHK” or “Synergy Empire HK”), from our director, Leong Will Liam, in consideration of HK$1 (Equivalent\nto about $0.13).\n\n \n\nOn\nJanuary 16, 2019, We, “Synergy Empire Limited”, acquired 100% of the equity interests of SEHL from our director, Mr. Leong\nWill Liam, in consideration of $1. SEHL owns 100% of SEHK.\n\n \n\nOn\nFebruary 21, 2019, SEHK acquired 100% of the equity interests of Lucky Star F&B Sdn. Bhd., (“Lucky Star”), a company\nincorporated in Malaysia on February 9, 2010, from CBA Capital Holdings Sdn. Bhd., a Company owned and controlled by our Director, Mr.\nLeong Will Liam.\n\n \n\nLucky\nStar is the owner of 100% of the equity interests of SH Dessert Sdn. Bhd. (“SH Dessert”), a company incorporated in Malaysia\non February 19, 2016.\n\n \n\nOn\nDecember 26, 2019, the Company has submitted initial Form S-1 Registration Statement to S.E.C registering an offering by the Company\namounted up to $1,500,000 and offering by selling shareholder amounted to $500,000 respectively to Securities & Exchange Commission\n(“S.E.C”), which was later declared effective on March 10, 2020.\n\n \n\nOn\nDecember 30, 2020, the Company resolved to close the public offering pursuant to Form S-1, resulting in 100,000 shares of common stock\nbeing sold at $5.00 per share for a total of $500,000. The proceed of $500,000 went directly to the Company and was utilized pursuant\nto the use of proceeds as stated in the Form S-1.\n\n \n\nOn\nFebruary 26, 2021, the Company transferred the entire shareholding of Lucky Star F&B Sdn. Bhd. from SEHK to SEHL due to a corporate\nrestructuring reason.\n\n \n\nOn\nMarch 31, 2021, the Company disposed SEHK to Mr. Leong Will Liam, our director, at Hong Kong Dollar One (“HKD1”), equivalent\nto $0.13. The disposal was because of uncertain Hong Kong political and economic environment.\n\n \n\nMr.\nLeong Will Liam was the director of the Company, Synergy Empire Marshall and a director and sole shareholder of Synergy Empire HK.\n\n \n\n2\n\n \n\n \n\nOn\nOctober 31, 2023, the director and officers of the Company, Leong Will Liam (President, Secretary, Treasurer, and Director) and Law Jia\nMing (Chief Executive Officer and Chief Financial Officer) resigned their positions with the Company. Upon such resignations, H’sien\nLoong Wong was appointed as President, Treasurer, Secretary and Director of the Company.\n\n \n\nOn\nDecember 20, 2023, the Company issued 25,000 shares of the Company’s common stock in a total consideration of $25,000.\n\n \n\nOn\nJanuary 1, 2024, the Company disposed SEHL to Mr. Tan Peh Hin Michael in a consideration of $1.00. The disposal indirectly resulted in\nthe divestiture of two subsidiaries in Malaysia, Lucky Star and SH Dessert. The board believes that the disposal of these subsidiaries\nwould help on reducing the Company’s ongoing accumulated deficits, leading to more efficient operations in the long term.\n\n \n\nAs\nof March 31, 2024, the Company had an issued and outstanding share of common stock of 1,025,000 while no preferred share was issued and\noutstanding.\n\n \n\nOn\nMay 1, 2024, the Company issued 500,000 shares of the Company’s common stock to Michael Tan and Andy Choe with 250,000 shares each,\nat a price of $0.20 per share, for aggregate proceeds of $100,000. Proceeds from the share issuance went to the Company to be used for\ngeneral corporate purposes.\n\n \n\nWith\nthe disposal of its subsidiaries, the Company began providing consultancy services to restaurant owners, specializing in restaurant and\nkitchen management. This strategic move leverages the Director’s extensive experience in the food and beverage industry. By offering\nexpert guidance on various aspects of restaurant operations, the consultancy aims to help restaurant owners optimize their business performance.\nServices may include improving kitchen efficiency, menu planning, staff training, cost management, and implementing best practices for\nfood safety and customer service.\n\n \n\nOn\nMarch 28, 2025, the Company acquired Meluha Therapeutics Berhad (“Meluha”), a limited company incorporated under the laws\nof Malaysia. As a result, the Company decided to shift our business from food and beverage industry to healthcare and pharmaceutical\nindustry, by serving as a contract manufacturer for cellular therapy, and drug discovery and for the performance of related research\nand development. We manufacture cell-based medicinal products and exosome-based medicine using innovative stem cell technology. Our\ncustomers are mainly healthcare companies and individuals in Malaysia.\n\n \n\n3\n\n \n\n \n\n*Acquisition\nof Meluha Therapeutics Berhad*\n\n \n\nUpon\nour acquisition of Meluha Therapeutics Berhad, our corporate structure is below:\n\n \n\n \n\nAll\nreferences to the “Company”, “we”, “us”, “our” or “Meluha” below after this\nare referred to Meluha Therapeutics Berhad on a consolidated basis.\n\n \n\n**DESCRIPTION\nOF BUSINESS OF MELUHA THERAPEUTICS BERHAD**\n\n \n\n**Business\nDescription**\n\n \n\nOur\noperating subsidiary, Meluha was incorporated under the laws of Malaysia on April 2, 2009. Meluha is a biotech company, with its headquarters\nin Malaysia. Through Meluha, we are primarily involved as a contract manufacturer for cellular therapy, and drug discovery and for the\nperformance of related research and development. We manufacture cell-based medicinal products and exosome-based medicine using innovative\nstem cell technology. Our customers are mainly healthcare companies and individuals in Malaysia. The Company has applied to have its\nfacilities certified as Good Manufacturing Practices by July 2026 and thereafter to proceed with clinical testing required for approval\nof its products by the Ministry of Health for wider use by public Our current main products are described as below.\n\n \n\nmyCell\n\n \n\nmyCell\nis an advanced regenerative drug product consisting of a liquid suspension derived from human Wharton’s Jelly, which comes from\numbilical cord mesenchymal stem cells (hWJ-MSCs). It is administered intra-articularly into the knee of patients with osteoarthritis\nexperiencing Kellegren-Lawrence Grade (KLG) symptoms who have not found sufficient relief from standard care medications. By leveraging\nthe regenerative potential of stem cells, myCell aims to reduce inflammation, promote tissue repair, and improve joint function. It is\navailable in two dosage forms: pre-filled syringes (2 mL) and pre-filled infusion bags (50 mL), with each containing either 25, 50, or\n100 million cells to accommodate varying treatment needs.\n\n \n\nChondrogen\n\n \n\nChondrogen\nis a treatment package that combines allogeneic human Wharton’s Jelly-derived mesenchymal stromal cells (hWJ-MSCs) with hyaluronic\nacid, which acts as a supportive scaffold for cell attachment and tissue regeneration. These components can be administered separately\nor reconstituted together for intra-articular injection into the affected knee. This treatment is designed for knee cartilage defects\nin patients with osteoarthritis, specifically for those with an International Cartilage Repair Society (ICRS) Grade IV cartilage defect\nresulting from degeneration or repetitive trauma. Chondrogen is available in pre-filled syringes (2 mL or 20 mL) containing 5, 15, 20,\nor 100 million MSCs. Additionally, a single pre-filled 3 mL syringe contains 90 mg of hyaluronic acid, providing a well-rounded treatment\noption tailored to different patient needs.\n\n \n\nThe\nCompany’s executive office is located at Lot 8D, Jalan Teknologi 3/6, Kawasan Perindustrian Nouvelle, Taman Sains Selangor, 1,\nPju 5 Kota Damansara, 47810 Petaling Jaya, Selangor, Malaysia.\n\n \n\n4\n\n \n\n \n\n**Industry\nOverview**\n\n \n\n*This\nsection includes market and industry data sourced from publicly available information, industry reports, published materials, and our\ninternal research and assessments. Although we consider these sources to be reliable, we have not independently validated the data. Our\ninternal insights, projections, and analyses are derived from information gathered through trade and business associations, market interactions,\nand our management’s perspective on industry trends.*\n\n* *\n\nIndustry\nand Market Opportunities\n\n \n\n**Life\nExpectancy versus GDP per capital**\n\n \n\nThe\nrelationship between life expectancy and GDP per capita has been extensively studied, revealing a strong correlation between a nation’s\neconomic prosperity and the health and longevity of its population. Generally, countries with higher GDP per capita tend to exhibit longer\nlife expectancies, while those with lower GDP per capita often experience shorter lifespans.\n\n \n\n \n\nFor\ninstance, South Korea with a GDP per capita of approximately $50,572 in 2023, boasted a life expectancy of about 84.3 years1.\nConversely, China with a GDP per capita of around $22,138 in 2023, had a life expectancy of approximately 78.0 years1. This\ntrend is attributed to factors associated with economic development and growth, including advanced healthcare systems, enhanced nutrition\nand dietary habits, higher education levels, and better access to medical facilities and treatments2.\n\n \n\nFurthermore,\nglobal life expectancy has been on the rise over the past decades, reflecting overall improvements in healthcare and living standards\nworldwide. According to MacroTrends, the global life expectancy in 2025 is projected to be 73.49 years, up from 71.44 years in 20153.\n\n** **\n\n**Remaining\nLife Expectancy at Different Ages in Malaysia**\n\n \n\nAs\nof 2025, Malaysia’s life expectancy at birth is estimated to be 76.93 years, reflecting a 0.55% increase from 76.36 years in 20214.\nThis upward trend highlights ongoing improvements in healthcare, living standards, and public health initiatives.\n\n \n\n5\n\n \n\n \n\n**Malaysia\nLife Expectancy 1960-2025**\n\n** **\n\n** **\n\nSource:\nhttps://www.macrotrends.net/global-metrics/countries/MYS/malaysia/life-expectancy\n\n \n\nExamining\nlife expectancy at specific ages provides further insights into the nation’s health dynamics. Males who reach the age of 15 years\nin 2024 are expected to live an additional 58.8 years, totalling a life expectancy of 73.8 years. Females at the same age are projected\nto live another 63.4 years, culminating in a total life expectancy of 78.4 years5.\n\n \n\nAt\nage 60, males in 2024 can anticipate an additional 18.6 years, resulting in a total life expectancy of 78.6 years. Females reaching 60\nyears are expected to live another 21.4 years, indicating a total life expectancy of 81.4 years5.\n\n \n\n \n\nThese\nfigures underscore Malaysia’s ongoing improvements in public health and the effectiveness of interventions aimed at enhancing longevity.\nThe consistent increase in life expectancy across various age groups highlights the nation’s commitment to fostering a healthier\npopulation.\n\n \n\n6\n\n \n\n \n\n**Demographic\nShifts and Health Challenges in Malaysia**\n\n \n\nMalaysia\nis experiencing significant demographic changes characterized by increased life expectancy and a rising elderly population. This increase\nin longevity has led to a higher prevalence of non-communicable diseases (NCDs) among Malaysians. The National Health and Morbidity Survey\n(NHMS) 2023 revealed that approximately 15.6% of adults have diabetes, 29.2% have hypertension, and 33.3% have high cholesterol. Alarmingly,\nover two million adults are living with three NCDs concurrently, such as diabetes, hypertension, and high cholesterol6.\n\n \n\nThe\neconomic impact of NCDs is substantial. A 2024 report highlighted that NCDs cost the Malaysian economy approximately USD 14 billion annually,\nequivalent to 4.2% of the country’s GDP. This includes around USD 3 billion in direct healthcare costs and USD 11 billion due to\nreduced workforce productivity and loss7.\n\n \n\n**Global\nFertility Rates**\n\n \n\nGlobally,\nfertility rates have declined significantly. In the 1950s, the average total fertility rate was around 4.9 children per woman, decreasing\nto approximately 2.3 in 20238. This trend has led to demographic shifts, including aging populations and increased old-age\ndependency ratios.\n\n** **\n\n**Old-age\ndependency ratio**\n\n \n\nThe\nold-age dependency ratio, which measures the proportion of individuals aged 65 and above relative to the working-age population, is on\nthe rise. In 2024, Malaysia’s age dependency ratio for elderly individuals was reported at 11%, compared to the global average\nof 16%. This ratio is expected to increase to 13.3% in 2030 and 25.1% in 2050 respectively. This increase indicates a greater economic\nand social responsibility on the working-age population to support the elderly9.\n\n \n\nThese\ndemographic and health trends underscore the growing need among Malaysia’s senior population for dignity, independence, and an\nextended health span. Addressing these needs requires comprehensive strategies, including enhancing healthcare services, promoting healthy\nlifestyles, and implementing policies that support the well-being of the elderly.\n\n** **\n\n**Regenerative\nMedicine Market**\n\n \n\nThe\nglobal regenerative medicine market is experiencing robust growth. According to Precedence Research, the market was valued at USD 35.80\nbillion in 2024 and is projected to reach approximately USD 212.80 billion by 2034. This growth is driven by an aging population, increasing\nprevalence of degenerative conditions, advancements in clinical trials, and a focus on extending health span. The Asia Pacific market\nwas reached at USD 5.16 billion in 2024 and is growing at a registered CAGR of 25% from 2025 to 203410.\n\n \n\n \n\nMeluha\nTherapeutics Berhad operates within the regenerative medicine market, particularly in the cell therapy sub-segment, which led the regenerative\nmedicine market with a share of 56.88% in 202410. As of 2024, the global cell therapy market was valued at USD 6.04 billion\nand is anticipated to reach around USD 47.72 billion by 2034, growing at a CAGR of 22.96%11.\n\n \n\n7\n\n \n\n \n\n \n\n \n\n**Malaysia\nHealthcare System and Biopharmaceutical Market**\n\n \n\nMalaysia’s\nhealthcare system comprises a universal, tax-funded public sector offering minimal fees to patients and a rapidly expanding private sector.\nIn 2025, the pharmaceutical market in Malaysia is projected to generate revenue of approximately USD 1.74 billion12. The biopharmaceutical\ncontract manufacturing segment is also witnessing significant growth, with expected market increase from USD 31.44 million in 2023 to\nUSD 116.36 million by 2032, reflecting a compound annual growth rate (CAGR) of 15.63%,13.\n\n \n\n**Regenerative\nMedicine Tourism (Stem Cell Tourism)**\n\n \n\nMalaysia\nhas emerged as a prominent destination for medical tourists, particularly from Indonesia, China, and India. In 2023, the country recorded\nover one million healthcare traveller arrivals, marking a 15% increase from 850,000 in 2022. Notably, Indonesian patients comprised approximately\n70% to 80% of these arrivals, underscoring Malaysia’s appeal in the region14.\n\n \n\nThe\ndemand for regenerative medicine, including stem cell therapies, is rising as patients seek advanced treatments for degenerative conditions.\nOrthopaedic procedures, a significant component of regenerative medicine, are particularly sought after. Malaysia offers a cost advantage\nin this field, with total knee replacement surgeries ranging from approximately $3,600 to $12,000, significantly lower than in neighbouring\ncountries, such as Singapore, Hong Kong and Australia15.\n\n \n\nFor\nMeluha Therapeutics Berhad, these trends present a strategic opportunity to attract international patients seeking innovative regenerative\ntherapies. By leveraging Malaysia’s well-developed medical tourism infrastructure and affordability, Meluha Therapeutics Berhad\ncan strengthen its position in the regional market.\n\n \n\nReferences:\n\n \n\n \n1.\nhttps://ourworldindata.org/grapher/life-expectancy-un-vs-gdp-per-capita-wb\n\n \n2.\nhttps://www.hinrichfoundation.com/research/wp/sustainable/connecting-trade-and-life-expectancy/\n\n \n3.\nhttps://www.macrotrends.net/global-metrics/countries/WLD/world/life-expectancy\n\n \n4.\nhttps://www.macrotrends.net/global-metrics/countries/MYS/malaysia/life-expectancy\n\n \n5.\nhttps://www.dosm.gov.my/portal-main/release-content/abridged-life-tables-malaysia-2024\n\n \n6.\nhttps://codeblue.galencentre.org/2024/05/over-two-million-adults-in-malaysia-live-with-three-ncds-nhms-2023/\n\n \n7.\nhttps://uniatf.who.int/about-us/news/item/18-12-2024-new-report-highlights-threat-of-non-communicable-diseases-to-malaysia\n\n \n8.\nhttps://ourworldindata.org/fertility-rate\n\n \n9.\n\nhttps://www.worldeconomics.com/Demographics/Age-Dependency-Ratio-Old/Malaysia.aspx\n\n \n10.\nhttps://www.precedenceresearch.com/regenerative-medicine-market\n\n \n11.\nhttps://www.precedenceresearch.com/cell-therapy-market\n\n \n12.\nhttps://www.statista.com/outlook/hmo/pharmaceuticals/malaysia\n\n \n13.\nhttps://www.credenceresearch.com/report/malaysia-biopharmaceuticals-contract-manufacturing-market\n\n \n14.\nhttps://www.mida.gov.my/mida-news/malaysia-sets-sight-on-emerging-as-leading-healthcare-destination-by-2025\n\n \n15.\nhttps://majikan.my/knee-surgery-cost-in-malaysia\n\n \n\n8\n\n \n\n \n\n**Our\nStrategies and Approaches**\n\n \n\nOur\nstrategies and approaches are built on four key pillars that drive innovation, quality, and sustainability in regenerative medicine.\n\n \n\nRegulatory\nScience: A Strategic Enabler for Innovation and Excellence\n\n \n\nWe\nare committed to meeting and exceeding current Good Manufacturing Practice (cGMP) standards to ensure that our cell therapy products\nare safe, effective, and reliable. By adhering to rigorous regulatory science, we maintain high standards of sterility, environmental\nmonitoring, and compliance with global health regulations, including those set by the United States Food and Drug Administration (FDA)\nand Medicines and Healthcare products Regulatory Agency (MHRA) in United Kingdom. We has applied to have our facilities certified as\nGood Manufacturing Practices by July 2026 and thereafter to proceed with clinical testing required for approval of its products by the\nMinistry of Health for wider use by public.\n\n \n\nEnabling\nPeople to Live Longer, Healthier Lives\n\n \n\nPatient\nsafety and treatment efficacy remain our top priorities in product development, with a strong focus on early detection for early prevention\nof diseases. Our personalized clinical trial designs provide precision-driven therapies tailored to the unique phenotypes and endotypes\nof degenerative diseases, ensuring that patients receive the most effective treatment solutions.\n\n** **\n\nAdvancing\nSustainable Bioprocessing\n\n \n\nWe\ncontinuously enhance our bioprocessing techniques to achieve a more sustainable and efficient production process. By integrating innovative\napproaches, such as the MiRNA-Exosome Protective Layer, we improve cell resilience, consistency, and effectiveness. Additionally, we\nprioritize the use of environmentally friendly packaging materials for filling and packing cell-based products, reducing our ecological\nfootprint.\n\n** **\n\nFostering\na Culture of Integrity & Excellence\n\n \n\nWe\ncultivate a quality-focused mindset across all teams, embedding excellence as a core competitive advantage, as demonstrated by initiatives\nlike Transformers of Meluha. Our culture is built on accountability, ethical practices, continuous learning, and data-driven decision-making,\nensuring long-term success and leadership in the industry.\n\n \n\nBy\nupholding these principles, we strive to advance the field of regenerative medicine while delivering impactful and patient-centred solutions.\n\n \n\n9\n\n \n\n \n\n**Intellectual\nProperty**\n\n \n\nWe\nbelieve that our business success is dependent on the combination of protections afforded by trademark, trade secret, as well as confidentiality\nagreements, to protect our proprietary rights. We summarize the following intellectual properties ownership relating to the Company after\nthis acquisition:\n\n \n\n*Domain\nName*\n\n \n\n \n**Company**\n \n**Types**\n \n**Domain\nName**\n\n1.\nMeluha\nTherapeutics Berhad\n \nDomain\nName\n \nmeluhatx.com\n\n \n\n*Trademark/\nPending Trademark Filing*\n\n \n\n**Trademark\nImage**\n \n**Trademark\nClasses**\n \n**Description**\n \n**Trademark\nNo./ Application No.**\n \n**Date\nof Application**\n \n**Date\nof Expiration**\n \n**Application\nStatus**\n\n \nClass\n511\n \nCompany\nLogo\n \nTM2024024002\n \n2024/08/08\n \n2034/08/08\n \nApproved\n\n \n\n**Competition**\n\n \n\nWe\noperate in a highly competitive industry and are committed to becoming a contract manufacturer of cellular therapy, cell-based medicinal\nproducts and exosome-based medicine using innovative stem cell technology. Our clients are mainly healthcare companies and individuals\nin Malaysia. While numerous alternatives exist in the market, we aim to differentiate ourselves by fostering strong client relationships\nand maintaining an unwavering commitment to delivering exceptional products.\n\n \n\nTo\nsustain our competitive edge, we continuously invest in research and innovation in stem cell technology. This ensures that our products\nremain at the forefront of medical advancements, allowing us to adapt to the latest technological changes and effectively compete within\nour industry. Additionally, we work closely with our clients to gain deeper insights into their needs, enabling us to manufacture cutting-edge\nsolutions tailored to their specific requirements. By prioritizing customer satisfaction, we aim to build long-term partnerships, drive\nrepeat sales, and encourage client referrals. Furthermore, Meluha Therapeutics Berhad actively participates in industry roadshows, conferences,\nand networking events to expand our presence in Southeast Asia and introduce our products to new markets.\n\n \n\nTo\nmaximize outreach and brand visibility, we leverage multiple digital platforms, including LinkedIn, Instagram, YouTube, and Facebook,\nfor marketing and promotional efforts. Additionally, we encourage satisfied clients to provide recommendation letters, further strengthening\nour reputation and increasing awareness of our products. Through these strategic initiatives, we strive to strengthen our market position,\nexpand our customer base, and drive sustainable growth in the evolving field of regenerative medicine.\n\n \n\n**Government\nand Industry Regulations**\n\n \n\nWe\nare subject to a variety of foreign, federal, state and local governmental laws and regulations related to data protection and intellectual\nproperty. If we fail to comply with present or future pharmaceutical laws and regulations, we could be subject to fines, suspension of\nproduction or a cessation of operations. In addition, under some foreign, federal, state and local statutes and regulations, a governmental\nagency may seek recovery and response costs from operators that violates the laws such as data breaching or illegal use of intellectual\nproperty, even if the operator was not responsible for the release or otherwise was not at fault.\n\n \n\nIf\nwe become aware of the need for any permits necessary to conduct our operations, then we will apply for and attempt to receive all pharmaceutical\nrelated intellectual property or permits necessary to conduct our business. As of the current date, we are not aware of any intellectual\nproperty or license that need to be registered from foreign, federal, state or local agencies. Any failure by us to control the use of\nother’s intellectual property or data breaching could subject us to substantial financial liabilities, operational interruptions\nand adverse publicity, any of which could materially and adversely affect our business, results of operations and financial condition.\n\n \n\n10\n\n \n\n \n\nWe\nhave listed the primary, but not necessarily only, rules and regulations that we believe apply to our business below:\n\n \n\nMalaysia\n\n \n\n1)\nSale\nof Drugs Act 1952\n\n \n\nThe\nSale of Drugs Act 1952 is a key Malaysian legislation designed to regulate the importation, sale, supply, and distribution of drugs to\nensure public safety and prevent the circulation of substandard or harmful medicines. It establishes legal provisions to control both\npharmaceutical and traditional medicines, ensuring that only authorized and licensed parties can handle the sale and distribution of\ndrugs. The Act is enforced by the Ministry of Health Malaysia (MOH) and works alongside other regulations, such as the Control of Drugs\nand Cosmetics Regulations 1984 (CDCR 1984), to maintain high standards of safety, quality, and efficacy in the pharmaceutical sector.\n\n \n\nA\ncritical component of the Act is the establishment of the Drug Control Authority (DCA), which oversees the registration, licensing, and\nregulation of pharmaceutical products in Malaysia. Under this law, all drugs must be registered before they can be sold, and manufacturers,\nimporters, and wholesalers must obtain proper licenses. The Act also governs the conditions under which drugs can be dispensed, including\nthe requirement that certain medications can only be sold with a valid prescription. This helps prevent the misuse or overuse of certain\npharmaceutical products, protecting public health from the dangers of self-medication and drug abuse.\n\n \n\nThe\nSale of Drugs Act 1952 also includes provisions that regulate drug advertisements, ensuring that promotional materials do not contain\nfalse or misleading claims. This helps prevent the public from being deceived by unverified health benefits or miracle cure claims. Violations\nof the Act, such as selling unregistered drugs, operating without a license, or engaging in false advertising, can result in severe penalties,\nincluding fines, imprisonment, and business closure. Through strict enforcement, this Act plays a crucial role in maintaining the integrity\nof Malaysia’s pharmaceutical industry and protecting consumers from unsafe or ineffective medical products.\n\n \n\n2)\nControl\nof Drugs and Cosmetics Regulations 1984 (CDCR 1984)\n\n \n\nThe\nControl of Drugs and Cosmetics Regulations 1984 is a Malaysian regulation enacted under the Sale of Drugs Act 1952 to ensure the safety,\nquality, and efficacy of pharmaceutical products and cosmetics in the country. It provides a comprehensive legal framework for the registration,\nmanufacturing, importation, sale, and advertisement of drugs and cosmetics. The regulation is enforced by the National Pharmaceutical\nRegulatory Agency (NPRA) under the authority of the Drug Control Authority (DCA), which is responsible for evaluating and approving pharmaceutical\nproducts before they enter the market.\n\n \n\nUnder\nCDCR 1984, all pharmaceutical products, including prescription drugs, over-the-counter medicines, and traditional medicines, must be\nregistered with the DCA before being sold. Manufacturers, importers, and wholesalers must obtain appropriate licenses to ensure compliance\nwith Good Manufacturing Practices (GMP) and Good Distribution Practices (GDP). Similarly, cosmetic products must be notified to NPRA\nbefore being marketed, ensuring that they meet safety standards and do not contain prohibited or harmful substances. The regulations\nalso include provisions for monitoring the quality of products through post-market surveillance, which helps detect and prevent counterfeit\nor substandard drugs and cosmetics.\n\n \n\nCDCR\n1984 also regulates the advertisement of pharmaceutical and cosmetic products to prevent misleading or false claims that could endanger\npublic health. Any advertisements related to drugs must be approved by the Medicines Advertisement Board (MAB) to ensure compliance with\nlegal and ethical standards. Failure to comply with these regulations can result in severe penalties, including fines, suspension or\ncancellation of product registration, and even legal action against violators. By enforcing strict control measures, the CDCR 1984 plays\na crucial role in safeguarding public health and ensuring that only safe and effective products are available in the market.\n\n \n\n11\n\n \n\n \n\n3)\nGood\nLaboratory Practice (GLP)\n\n \n\nGood\nLaboratory Practice in Malaysia is regulated to ensure the quality, integrity, and reliability of non-clinical safety data used in drug\ndevelopment, chemical testing, and environmental studies. It is governed by the Organization for Economic Co-operation and Development\nPrinciples (OECD Principles) of GLP, which Malaysia has adopted through the Malaysian National GLP Compliance Program, overseen by the\nNational Pharmaceutical Regulatory Agency (NPRA) and the Department of Standards Malaysia (DSM). Malaysia’s GLP framework is closely\naligned with international regulatory agencies, including the United States Food and Drug Administration (FDA) and the Medicines and\nHealthcare products Regulatory Agency (MHRA) in United Kingdom, to ensure global acceptance of its test data.\n\n \n\nThe\nFDA enforces GLP regulations under 21 CFR Part 58, which outlines the requirements for conducting non-clinical laboratory studies in\ndrug development, food safety, and medical device testing. Malaysian laboratories that comply with Malaysia’s GLP standards can\nhave their non-clinical data accepted by the FDA, especially for pharmaceutical and chemical product submissions. By following internationally\nrecognized OECD GLP principles, Malaysia ensures its preclinical testing meets FDA expectations, facilitating the approval process for\nMalaysian pharmaceutical exports to the U.S.\n\n \n\nThe\nMHRA enforces GLP under the Medicines Act 1971, requiring non-clinical safety studies to follow OECD GLP standards. Since Malaysia’s\nGLP compliance program adheres to OECD guidelines, Malaysian-generated non-clinical safety data can be recognized by the MHRA for drug\napprovals in the United Kingdom. This mutual alignment helps Malaysian laboratories gain international credibility and allows for easier\ncollaboration in pharmaceutical and chemical safety assessments.\n\n \n\nMalaysia’s\nGLP compliance with FDA and MHRA standards ensures that Malaysian preclinical research data is accepted in the United States, United\nKingdom, and other OECD-member countries. This helps Malaysian research institutions, pharmaceutical companies, and contract research\norganizations (CROs) participate in global drug development while maintaining high scientific and ethical standards.\n\n \n\n4)\nPersonal\nData Protection Act 2010 (PDPA)\n\n \n\nPersonal\nData Protection Department (PDPD) is an agency under the Ministry of Communications and Multimedia Commission (MCMC) was established\non May 16, 2011 after the Parliament passed the bill relating to the Personal Data Protection Act 2010 (PDPA) of Act 709. The main responsibility\nof this department is to oversee the processing of personal data of individuals involved in commercial transactions by User Data that\nis not misused and misapplied by the parties concerned.\n\n \n\nBased\non laws and regulations regarding PDPA requires that an individual must consent to the processing and disclosure of his/her personal\ndata. In processing personal data, we are also required to take steps and implement measures to protect the personal data from loss,\nmisuse and modification and maintain the integrity of the personal data processed. The personal data processed should not be kept longer\nthan is necessary for the fulfilment of the purpose for which it was collected and generally cannot be transferred offshore without the\nconsent of the individual to whom it relates.\n\n \n\n5)\nIntellectual\nProperty Protection\n\n \n\nIntellectual\nproperty system in Malaysia is administered by the Intellectual Property Corporation of Malaysia (MyIPO), an agency under the Ministry\nof Domestic Trade and Consumer Affairs. Intellectual property protection in Malaysia comprises of patents, trademarks, industrial designs,\ncopyright and etc.\n\n \n\n \na.\nPatents\n\n \n\nThe\nPatents Act 1983 and the Patents Regulations 1986 govern patent protection in Malaysia. An applicant may file a patent application directly\nif he is domicile or resident in Malaysia. A foreign application can only be filed through a registered patent agent in Malaysia acting\non behalf of the applicant. Under the Act, the utility innovation certificate provides for an initial duration of ten years protection\nfrom the date of filing of the application and renewable for further two consecutive terms of five years each subject to use.\n\n \n\n12\n\n \n\n \n\n \nb.\nTrademarks\n\n \n\nTrademark\nprotection is governed by the Trademarks Act 1976 and the Trademarks Regulations 1997. The Act provides protection for registered trademarks\nand service marks in Malaysia. Once registered, no person or enterprise other than its proprietor or authorized users may use them. Infringement\naction can be initiated against abusers. The period of protection is ten years, renewable for a period of every ten years thereafter.\nThe proprietor of the trademark or service mark has the right to deal or assign as well as to license its use. As with patents, while\nlocal applicant may file applications on their own, foreign applicants will have to do so through registered trademark agents.\n\n \n\n \nc.\nCopyright\n\n \n\nThe\nCopyright Act 1987 provides comprehensive protection for copyright works. The Act outlines the nature of works eligible for copyright\n(which includes computer programs), the scope of protection, and the manner in which the protection is accorded. Copyright subsists in\nevery work eligible for copyright protection of which the author is a qualified person.\n\n \n\nThe\nCopyright (Amendment) Act 2012 entered into force on 1 March 2012. The Act was amended to be in line with technological development and\nto adhere to the international IP conventions/treaties relating to copyright and related rights.\n\n \n\n**Seasonality**\n\n \n\nOur\nmanagement believes that our operations are generally not subject to seasonal influences.\n\n \n\n**Regulation\nRegarding Labor and Social Insurance**\n\n \n\n**Employment\nAct 1955 (Act 265)**\n\n \n\nThe\nEmployment Act 1955 (Act 265) (“the 1955 Act) is the primary legislation on labour matters in Malaysia. The 1955 Act provides for\nminimum work requirements and benefits of employment, such as maximum working hours, overtime entitlement, leave entitlement, maternity\nprotection and termination benefits. Following the implementation of the Employment (Amendment of First Schedule) Order 2022, which came\ninto force on January 1, 2023, the applicability of the EA 1955 has been expanded to include any person who has entered into a contract\nof service with an employer, irrespective of their monthly wages, is engaged in manual labor, serves as a supervisor of such manual labour,\nserves as a domestic employee, or is engaged in any capacity in any vessel registered in Malaysia subject to certain conditions..\n\n \n\n13\n\n \n\n \n\n**Employee\nProvident Fund Act 1991 (EPF)**\n\n \n\nThe\nEmployees’ Provident Fund Act 1991 (Act 452) (“the 1991 Act”) imposes the statutory obligations on employers and employees\nto make contribution towards the Employees Provident Fund, which is essentially a fund established as a scheme of savings for employees’\nretirement and the management of savings for the retirement purposes. Under the 1991 Act, any employer who fails to pay the necessary\ncontributions by the 15th of every month shall be liable to imprisonment for a term not exceeding three years or to a fine not exceeding\nten thousand ringgit or to both.\n\n \n\n**Employee\nSocial Security Act 1969**\n\n \n\nThe\nEmployee’s Social Security Act 1969 (Act 4) (“the 1969 Act’) was implemented to provide protection for employees and\ntheir families against economic and social distress in situations where the employees sustain injury or death. The schemes of social\nsecurity under the 1969 Act are administered by Social Security Organization (“SOCSO”) and are financed by compulsory contributions\nmade by the employers and the employees. Under the 1969 Act, any person who fails to make contribution shall be all be punishable with\nimprisonment for a term which may extend to two years, or with fine not exceeding ten thousand Ringgit, or with both.\n\n \n\n**Employees**\n\n \n\nAs\nof March 31, 2024, we have the following full-time employees:\n\n \n\nManagement\n \n \n3\n \n\nLaboratory\nResearcher\n \n \n15\n \n\nAdministration,\nHuman Resources and Finance\n \n \n1\n \n\nTotal\n \n \n19\n \n\n \n\nAll\nof our employees are located in Malaysia. We believe that we maintain good relationships with our employees and have not experienced\nany strikes or shutdowns and have not been involved in any labour disputes.\n\n \n\n**Corporate\nInformation**\n\n \n\nOur\nprincipal executive and registered offices are located at Lot 8D, Jalan Teknologi 3/6, Kawasan Perindustrian Nouvelle, Taman Sains Selangor,\n1, Pju 5 Kota Damansara, 47810 Petaling Jaya, Selangor, Malaysia.\n\n \n\n14\n\n \n\n \n\n**RISK\nFACTORS**\n\n \n\n*An\ninvestment in our securities involves a high degree of risk. You should consider carefully the following information about these risks,\ntogether with the other information contained in this prospectus before making an investment decision. Our business, prospects, financial\ncondition, and results of operations may be materially and adversely affected as a result of any of the following risks. The value of\nour securities could decline as a result of any of these risks. You could lose all or part of your investment in our securities. Some\nof the statements in “Risk Factors” are forward looking statements.*\n\n \n\n**Risks\nRelating to our Business**\n\n \n\n**We\noperate in a highly competitive industry, and our business, financial condition and results of operations may be materially and adversely\naffected if we are unable to compete effectively.**\n\n \n\nThere\nare similar products in current marketplace that compete with us. Certain of these competitors and potential competitors have longer\noperating histories, substantially greater service development capabilities and financial, commercial and marketing resources. Competitors\nand potential competitors may also innovate products that are more effective or have other potential advantages compared to our products.\nIn addition, research, development and commercialization efforts by others could render our products obsolete or non-competitive. Certain\nof our competitors and potential competitors have broader products offerings and extensive client bases, allowing them to adopt aggressive\npricing policies that would enable them to gain market share. Competitive pressures could result in price reductions, reduced margins\nand loss of market share. We could encounter potential clients that, due to existing relationships with our competitors, are purchasing\nthe products offered by those competitors. As a result, those potential clients may not consider taking our products. If we fail to compete\nsuccessfully, we could lose out in acquiring new clients, which could result in an adverse impact on our financial performance and business\nprospects.\n\n \n\n**Our\nindustry is subject to rapid change, which could make the products we offer, obsolete. If we are unable to continue to innovate and improve\nour diagnostic tests and services we offer, we could lose customers or market share.**\n\n** **\n\nOur\nindustry is characterized by rapid changes, including technological and scientific breakthroughs, frequent new product introductions\nand enhancements and evolving industry standards, all of which could make our current products and others we are developing obsolete.\nOur future success will depend on our ability to keep pace with the evolving needs of our customers on a timely and cost-effective basis\nand to pursue new market opportunities that develop as a result of scientific and technological advances. In recent years, there have\nbeen numerous advances in technologies relating to the biopharmaceutical products. There have also been advances in methods used to analyse\nvery large amounts of molecular information. We must continuously enhance our offerings and develop new and improved products to keep\npace with evolving standards of care. If we do not leverage or scale our sample and data biobank to discover new products or update our\nproducts to reflect new scientific knowledge, our products could become obsolete and sales of our current products and any new tests\nwe develop could decline or fail to grow as expected. This failure to make continuous improvements to our products to keep ahead of those\nof our competitors could result in the loss of customers or market share that would adversely affect our business, financial condition\nand results of operations.\n\n \n\n**Biopharmaceutical\nproducts are subject to sales risks.**\n\n \n\nBiopharmaceutical\nproduct sales may be lower than expected due to a number of reasons, including pricing pressures, insufficient demand, product competition,\nfailure of clinical trials, lack of market acceptance, obsolescence, loss of patent protection, or other factors and development-stage\nproduct candidates may fail to reach the market. Unexpected side effects, safety or efficacy concerns can arise with respect to a product,\nleading to product recalls, withdrawals or declining sales. As a result, sales of our products may be reduced, causing our near-term\nfinancial performance to be weaker than expected.\n\n \n\n**Our\ncorporate culture has contributed to our success, and if we cannot maintain this culture as we grow, we could lose the innovation, creativity\nand teamwork fostered by our culture and our business may be harmed.**\n\n \n\nWe\nbelieve that our culture has been and will continue to be a critical contributor to our success. We expect to continue to hire aggressively\nas we expand, and we believe our corporate culture has been crucial in our success and our ability to attract highly skilled personnel.\nIf we do not continue to develop our corporate culture or maintain and preserve our core values as we grow and evolve, we may be unable\nto foster the innovation, curiosity, creativity, focus on execution, teamwork and the facilitation of critical knowledge transfer and\nknowledge sharing we believe we need to support our growth.\n\n \n\n15\n\n \n\n \n\n**Changes\nin customer expectation in our industry and market may materially affect the results of our operations.**\n\n \n\nThe\nrisk of not meeting our customer expectations may result in a shift in market shares. Our customers may not be satisfied with the products\nwe deliver, therefore there is a possibility that they will choose products offered by our competitors. This may result in lower sales\nrevenue and market share.\n\n \n\n**If\nwe fail to maintain quality products and value, our sales and operating results could be adversely impacted.**\n\n \n\nOur\nsuccess depends on the safety and quality of products that we manufactured and developed, which directly influence customer perceptions\nof our brand. If we fail to uphold the expected level of quality and value, our sales and operating results may suffer. Any decline in\nthe quality of products could significantly impact our business operations, potentially forcing us to alter our business strategy significantly.\n\n \n\n**We\nmay incur losses due to product liability, recalls, or adverse publicity.**\n\n \n\nWe\nmay face significant losses from product liability claims, recalls, or negative publicity related to products we manufactured. If our\nproducts are found to be defective, unsafe, or contaminated, we could be subject to claims, indemnities, or regulatory actions. In severe\ncases, product-related incidents resulting in injury or death could lead to legal action, forced recalls, or even the shutdown of certain\noperations by regulatory authorities. Such disruptions could incur additional costs, divert management’s focus, and adversely impact\nour business, financial condition, and operational results.\n\n \n\n**A\ndecline in general economic condition could lead to reduced consumer demand and could negatively impact our business operation and financial\ncondition, which in turn could have a material adverse effect on our business, financial condition and results of operations.**\n\n** **\n\nOur\noperating and financial performance may be adversely affected by a variety of factors that influence the general economy. Consumer spending\nhabits are affected by, among other things, prevailing economic conditions, levels of unemployment, salaries and wage rates, prevailing\ninterest rates, income tax rates and policies, consumer confidence and consumer perception of economic conditions. In addition, consumer\npurchasing patterns may be influenced by consumers’ disposable income. In the event of an economic slowdown, consumer spending\nhabits could be adversely affected and we could experience lower net sales than expected on a quarterly or annual basis which could have\na material adverse effect on our business, financial condition and results of operations.\n\n \n\n**Changes\nin, or any failure to comply with, applicable laws or regulations could materially adversely affect our ability to operate our restaurants\nand/or increase our cost to do so, which could materially adversely affect our financial performance.**\n\n** **\n\nWe\nare required to comply with Malaysia laws and regulations in our daily operation, including, without limitation, those relating to public\nhealth and safety, drug control and cosmetic, environmental hazards, labour and employment laws, including, without limitation, minimum\nwage laws, data security and labelling. Changes to these laws and regulations may create challenges for us, and while we subscribe to\ncertain services and have established procedures to identify changes in the laws and regulations, there can be no assurance that we will\nidentify every change and comply therewith on a timely basis. We may incur penalties and other costs, sanctions and adverse publicity\nby failing to comply with applicable laws, any of which could materially adversely affect our financial performance.\n\n \n\n**If\nwe are unable to hire qualified personnel and retain or motivate key personnel, we may not be able to grow effectively.**\n\n \n\nOur\nsuccess relies on attracting, developing, and retaining skilled personnel across our organization, particularly senior executives and\nother key team members. Given the competitive landscape in our industry, securing top talent is critical for our growth. Losing key individuals\nor facing challenges in quickly replacing them could disrupt operations and impede our strategic objectives. In addition, failure to\nengage or motivate our existing team may adversely impact our ability to execute our business strategy effectively.\n\n \n\n16\n\n \n\n \n\n**The\nrequirements of being a public company may strain our resources, divert our management’s attention and affect our ability to attract\nand retain qualified board members.**\n\n \n\nAs\na public company, we will be subject to the reporting requirements of the Exchange Act and will be required to comply with the applicable\nrequirements of the Sarbanes-Oxley Act and other applicable securities rules and regulations. Compliance with these rules and regulations\nwill increase our legal and financial compliance costs, making some activities more difficult, time-consuming or costly and more demanding\non our resources. Among other things, the Exchange Act requires that we file annual, quarterly and current reports with respect to our\nbusiness and results of operations and maintain effective disclosure controls and procedures and internal controls over financial reporting.\nIn order to maintain and, if required, improve our disclosure controls and procedures and internal controls over financial reporting\nto meet this standard, significant resources and management oversight may be required. As a result, management’s attention may\nbe diverted from other business concerns, which could harm our business and results of operations. We may need to hire more employees\nto comply with these requirements in the future, which will increase our costs and expenses.\n\n \n\n**We\nanticipate that our quarterly financial results will exhibit fluctuations.**\n\n \n\nThe\nvariability in our revenue and operational outcomes from one quarter to another is expected to be substantial due to various factors,\nincluding shifts in:\n\n \n\n \n●\nGeneral\neconomic conditions;\n\n \n●\nOur\nability to retain and expand our client base, as well as attract new clients;\n\n \n●\nAdministrative\nexpenditures;\n\n \n●\nAdvertising\nand other marketing expenditures.\n\n \n\nBecause\nof the fluctuation resulting from these and other variables, our future quarterly operational results may fall short of the expectations\nof both public market analysts and investors.\n\n \n\n**Our\nOfficer and Director lacks experience in the reporting and disclosure obligations of publicly-traded companies.**\n\n \n\nOur\nofficer and director, Mr. H’sien Loong Wong, do not have sufficient knowledge of U.S. GAAP and SEC rules and regulations. The lack\nof reporting and disclosure experience may impair our ability to maintain effective internal controls over financial reporting and disclosure\ncontrols and procedures, which may result in material misstatements to our financial statements and an inability to provide accurate\nfinancial information to our stockholders. Consequently, our operations, future earnings and ultimate financial success could suffer\nirreparable harm due to our officer’s and directors’ ultimate lack of experience in our industry and with publicly-traded\ncompanies and their reporting requirements in general.\n\n \n\n**Our\ninternal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated\nto the public.**\n\n \n\nOur\nmanagement is responsible for establishing and maintaining adequate internal control over our financial reporting. As defined in Exchange\nAct Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive\nand principal financial officer and effected by the board of directors, management and other personnel, to provide reasonable assurance\nregarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with\ngenerally accepted accounting principles and includes those policies and procedures that: pertain to the maintenance of records that\nin reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; provide reasonable\nassurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted\naccounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management\nand/or directors of the Company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,\nuse or disposition of the Company’s assets that could have a material effect on the financial statements. Investors relying upon\nthis misinformation may make an uninformed investment decision. If we could not provide reliable financial reports, our business and\noperating results could be harmed, investors could lose confidence in our reported financial information. This could result in the trading\nprice of our common stock to drop significantly and result in a loss of some or all of your investment.\n\n \n\nManagement\nidentified the following material weaknesses during its assessment of internal controls over financial reporting. We do not have adequate\nsegregation of duties and effective risk assessment – Lack of segregation of duties and effective risk assessment may cause the\nCompany to face the likelihood of fraud or theft, due to poor oversight, governance and review to detect errors. We also lack of sufficient\nand competent financial reporting and accounting personnel with appropriate knowledge of U.S. generally accepted accounting principles\n(“U.S. GAAP”) and reporting requirements set forth by the SEC to address complex U.S. GAAP technical accounting issues, and\nto prepare and review combined financial statements and related disclosures in accordance with U.S. GAAP and SEC reporting requirements.\nAccordingly, the Company concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement\nof the annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.\n\n \n\nIn\nan effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated,\nor plan to initiate, the following series of measures:\n\n \n\n \n1.\n\nWe\nintend to add staff members to our management team to ensure that information which is required to be disclosed in our reports filed\nand submitted under the Exchange Act, is recorded, processed, summarized and reported as and when required and the staff members\nwill have segregated responsibilities with regard to these responsibilities.\n\n \n \n \n\n \n2.\n\nWe\nplan to create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical\naccounting expertise within the accounting function. The accounting personnel is responsible for reviewing the financing activities,\nfacilitate the approval of the financing, record the information regarding the financing, and submit SEC filing related documents\nto our legal counsel in order to comply with the filing requirements of SEC.\n\n \n \n \n\n \n3.\nWe\nplan to appoint qualified accounting and financial personnel with appropriate knowledge and experience in U.S. GAAP and SEC reporting\nrequirements or hire consultants with the required expertise to address the U.S. GAAP and SEC reporting requirements.\n\n \n\n17\n\n \n\n \n\n**Our\nlimited operating history may make it difficult for us to accurately forecast our operating results and control our business expense\nwhich means we face a high risk of business failure which could result in the loss of your investment.**\n\n \n\nOur\nplanned expense levels are, and will continue to be, based in part on our expectations, which are difficult to forecast accurately based\non our stage of development and factors outside of our control. We may be unable to adjust spending in a timely manner to compensate\nfor any unexpected developments. Further, business development expenses may increase significantly as we expand operations or make acquisitions.\nTo the extent that any unexpected expenses precede, or are not rapidly followed by, a corresponding increase in revenue, our business,\noperating results, and financial condition may be materially and adversely affected which could result in the loss of your investment.\n\n \n\n**We\nmay grow our business through acquisitions in the near future, which may result in operating difficulties, dilution, and other harmful\nconsequences.**\n\n \n\nWe\nexpect to achieve our business plan through a combination of organic growth and acquisitions and investments. We periodically evaluate\nan array of potential strategic transactions and may make one or more acquisitions in the near future. The process of integrating an\nacquired company, business, or technology may create unforeseen operating difficulties and expenditures. The areas where we face risks\ninclude:\n\n \n\n \n●\nImplementation\nor remediation of controls, procedures, and policies at the acquired company;\n\n \n \n \n\n \n●\nDiversion\nof management time and focus from operating our business to acquisition integration challenges;\n\n \n \n \n\n \n●\nCultural\nchallenges associated with integrating employees from the acquired company into our organization;\n\n \n \n \n\n \n●\nRetention\nof employees from the businesses we acquire;\n\n \n \n \n\n \n●\nIntegration\nof the acquired company’s accounting, management information, human resource, and other administrative systems;\n\n \n \n \n\n \n●\nLiability\nfor activities of the acquired company before the acquisition, including patent and trademark infringement claims, violations of\nlaws, commercial disputes, tax liabilities, and other known and unknown liabilities;\n\n \n \n \n\n \n●\nLitigation\nor other claims in connection with the acquired company, including claims from terminated employees, customers, former stockholders,\nor other third parties;\n\n \n \n \n\n \n●\nIn\nthe case of foreign acquisitions, the need to integrate operations across different cultures and languages and to address the particular\neconomic, currency, political, and regulatory risks associated with specific countries; and\n\n \n \n \n\n \n●\nFailure\nto successfully further develop the acquired product, service or technology.\n\n \n\nOur\nfailure to address these risks or other problems encountered in connection with future acquisitions and investments could cause us to\nfail to realize the anticipated benefits of such acquisitions or investments, incur unanticipated liabilities, and harm our business\ngenerally.\n\n \n\nFuture\nacquisitions may also result in dilutive issuances of our equity securities, the incurrence of debt, contingent liabilities, or amortization\nexpenses, or write-offs of goodwill, any of which could harm our financial condition. Also, the anticipated benefit of many of our acquisitions\nmay not materialize.\n\n \n\n18\n\n \n\n \n\n**We\nmay need to raise additional financing to support our operations and future acquisitions, but we cannot be sure that we will be able\nto obtain additional financing on terms favourable to us when needed. If we are unable to obtain additional financing to meet our needs,\nour operations may be adversely affected or terminated.**\n\n \n\nWe\nhave limited financial resources. There can be no assurance that we will be able to obtain financing to fund our operations in light\nof factors beyond our control such as the market demand for our securities, the state of financial markets, generally, and other relevant\nfactors. Any sale of our Common Stock in the future may result in dilution to existing stockholders. Furthermore, there is no assurance\nthat we will not incur debt in the future, that we will have sufficient funds to repay any future indebtedness or that we will not default\non our future debts, which would thereby jeopardize our business viability. We may not be able to borrow or raise additional capital\nin the future to meet our needs, which might result in the loss of some or all of your investment in our Common Stock. Even if we do\nraise sufficient capital and generate revenues to support our operating expenses, there can be no assurance that the revenue will be\nsufficient to enable us to develop our business to a level where it will generate profits and cash flows from operations or provide a\nreturn on investment. In addition, if we raise additional funds through the issuance of equity or convertible debt securities, the percentage\nownership of our stockholders could be significantly diluted, the newly-issued securities may have rights, preferences or privileges\nsenior to those of existing stockholders and the trading price of our Common Stock could be adversely affected. Further, if we obtain\nadditional debt financing, a substantial portion of our operating cash flow may be dedicated to the payment of principal and interest\non such indebtedness, and the terms of the debt securities issued could impose significant restrictions on our operations. If we are\nunable to continue as a going concern, you may lose your entire investment.\n\n \n\n**Risk\non Holding Foreign Companies Accountable Act (HFCAA)**\n\n \n\nOur\nauditor is located in Malaysia. Holding Foreign Companies Accountable Act (“HFCAA”) introduces additional compliance requirements\nfor foreign companies listed on U.S. exchanges, including specific mandates regarding the oversight of auditors by the Public Company\nAccounting Oversight Board (PCAOB), investors should be cognizant of the potential limitations the PCAOB may face in inspecting or overseeing\nour auditor based in Malaysia. This geographical distinction may impact the Company compliance with regulatory requirements and adherence\nto financial reporting standards. Furthermore, investors should recognize that non-compliance with the HFCAA and related regulations\ncould lead to potential risks of delisting from U.S. exchanges.\n\n \n\nThese\nrisks could result in a material change in our operations and/or the value of the securities we are registering for sale or could significantly\nlimit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to\nsignificantly decline or be worthless.\n\n \n\n**Other\nfactors can have a material adverse effect on our future profitability and financial condition.**\n\n \n\nMany\nother factors can affect our profitability and financial condition, including:\n\n \n\n \n●\nchanges\nin, or interpretations of, laws and regulations including changes in accounting standards and taxation requirements;\n\n \n \n \n\n \n●\nchanges\nin the rate of inflation, interest rates and the performance of investments held by us;\n\n \n \n \n\n \n●\nchanges\nin the creditworthiness of counterparties that transact business with;\n\n \n \n \n\n \n●\nchanges\nin business, economic, and political conditions, including war, political instability, terrorist attacks, the threat of future terrorist\nactivity and related military action; natural disasters; the cost and availability of insurance due to any of the foregoing events;\nlabor disputes, strikes, slow-downs, or other forms of labor or union activity; and, pressure from third-party interest groups;\n\n \n \n \n\n \n●\nchanges\nin our business and investments and changes in the relative and absolute contribution of each to earnings and cash flow resulting\nfrom evolving business strategies, changing product mix, changes in tax rates and opportunities existing now or in the future;\n\n \n \n \n\n \n●\ndifficulties\nrelated to our information technology systems, any of which could adversely affect business operations, including any significant\nbreakdown, invasion, destruction, or interruption of these systems;\n\n \n \n \n\n \n●\nchanges\nin credit markets impacting our ability to obtain financing for our business operations; or\n\n \n \n \n\n \n●\nlegal\ndifficulties, any of which could preclude or delay commercialization of products or technology or adversely affect profitability,\nincluding claims asserting statutory or regulatory violations, adverse litigation decisions, and issues regarding compliance with\nany governmental consent decree.\n\n \n\n19\n\n \n\n \n\n**We\nexpect our revenues to be paid in non-U.S. currencies, and if currency exchange rates become unfavorable, we may lose some of the economic\nvalue of the revenues in U.S. dollar terms.**\n\n \n\nOur\noperations are conducted in Malaysia, and our operating currency is the Ringgit Malaysia (RM). Since we conduct business in currencies\nother than U.S. dollars but report our financial results in U.S. dollars, we face exposure to fluctuations in currency exchange rates.\nFor instance, if currency exchange rates were to change unfavourably, the U.S. dollar equivalent of our operating income recorded in\nforeign currencies would be diminished.\n\n \n\n**We\nanticipate increased exposure to exchange rate fluctuations as we expand the breadth and depth of our international sales.**\n\n \n\nIn\nour financial statements, we translate our local currency financial results into U.S. dollars based on average exchange rates prevailing\nduring a reporting period or the exchange rate at the end of that period. To the extent the U.S. dollar strengthens against foreign currencies,\nthe translation of these foreign currency denominated transactions could result in reduced revenue, operating expenses and net income\nfor our international operations. Similarly, to the extent the U.S. dollar weakens against foreign currencies, the translation of these\nforeign currency denominated transactions could result in increased revenue, operating expenses and net income for our international\noperations.\n\n \n\n**If\nour Director leave the company prior to securing suitable replacements, we will be left without management and our business operations\nmight need to be suspended or cease entirely all together.**\n\n \n\nWe\ndepend on the services of our Director, H’sien Loong Wong, who is responsible for making corporate decisions which have significant\nimpact on our operations. The loss of the services of our Chief Executive Officer and Director could have an adverse effect on our business,\nfinancial condition and results of operations. There is no assurance that they will not leave the company or compete against us in the\nfuture, as we presently have no employment agreement with them. In such circumstance, we may have to recruit qualified personnel with\ncompetitive compensation packages, equity participation and other benefits that may affect the working capital available for our operations.\nOur failure to attract additional qualified employees or to retain the services of our Chief Executive Officer and Director could have\na material adverse effect on our operating results and financial condition. We will fail without appropriate replacements.\n\n \n\n**Risks\nRelated to our Common Stock**\n\n \n\n**We\ncan provide no assurances as to our future financial performance or the investment result of a purchase of our Common Stock.**\n\n \n\nAny\nprojected results of operations involve significant risks and uncertainty and should be considered speculative and depend on various\nassumptions which may not be correct. The future performance of our Company and the return on our common stock depends on a complex series\nof events that are beyond our control and that may or may not occur. Actual results for any period may or may not approximate any assumptions\nthat are made and may differ significantly from such assumptions. We can provide no assurance or prediction as to our future profitability\nor to the ultimate success of an investment in our Common Stock.\n\n \n\n**Because\nthere is no established public trading market for our common stock, you may experience difficulties in reselling your stock.**\n\n \n\nWe\ncannot assure you that there will be an established market in the future for our common stock. The trading of securities on OTC Pink\nis often sporadic and investors may have difficulty buying and selling our shares or obtaining market quotations for them, which may\nhave a negative effect on the market price of our common stock. You may not be able to sell your shares at their purchase price or at\nany price at all. Accordingly, you may have difficulty reselling any shares you purchase from the selling security holders.\n\n \n\n20\n\n \n\n \n\n**The\nmarket price of our common stock may be volatile, and our stock price may fall below your purchase price at the time you desire to sell\nyour shares of our common stock, resulting in a loss on your investment.**\n\n \n\nThe\nmarket price of our common stock may fluctuate substantially due to a variety of factors, many of which are beyond our control, including,\nwithout limitation:\n\n \n\n \n●\nactual\nor anticipated variations in our quarterly and annual operating results, financial condition or asset quality;\n\n \n \n \n\n \n●\nchanges\nin general economic or business conditions, both domestically and internationally;\n\n \n \n \n\n \n●\nthe\neffects of, and changes in, trade, monetary and fiscal policies, including the interest rate policies of the Federal Reserve, or\nin laws and regulations affecting us;\n\n \n \n \n\n \n●\nthe\nnumber of securities analysts covering us;\n\n \n \n \n\n \n●\npublication\nof research reports about us, our competitors, or the financial services industry generally, or changes in, or failure to meet, securities\nanalysts’ estimates of our financial and operating performance, or lack of research reports by industry analysts or ceasing\nof coverage;\n\n \n \n \n\n \n●\nchanges\nin market valuations or earnings of companies that investors deemed comparable to us;\n\n \n \n \n\n \n●\nthe\naverage daily trading volume of our common stock;\n\n \n \n \n\n \n●\nfuture\nissuances of our common stock or other securities;\n\n \n \n \n\n \n●\nadditions\nor departures of key personnel;\n\n \n \n \n\n \n●\nperceptions\nin the marketplace regarding our competitors and/or us;\n\n \n \n \n\n \n●\nsignificant\nacquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving our competitors\nor us; and\n\n \n \n \n\n \n●\nother\nnews, announcements or disclosures (whether by us or others) related to us, our competitors, our core market or the financial services\nindustry.\n\n \n\nThe\nstock market and, in particular, the market for financial institution stocks have experienced significant fluctuations in recent years.\nIn many cases, these changes have been unrelated to the operating performance and prospects of particular companies. In addition, significant\nfluctuations in the trading volume in our common stock may cause significant price variations to occur. Increased market volatility may\nmaterially and adversely affect the market price of our common stock, which may make it difficult for you to resell your shares at the\nvolume, prices and times desired.\n\n \n\n**Future\nissuances of our common stock could dilute current stockholders or adversely affect the market.**\n\n \n\nOur\nbusiness plan contemplates expanding our operations through acquisitions which may involve significant issuances of our common stock.\nFuture issuances of our common stock may be at values substantially below the price paid by the current holders of our common stock.\nIn addition, common stock could be issued to fend off unwanted tender offers or hostile takeovers without further stockholder approval.\nSales of substantial amounts of our common stock, or even just the prospect of such sales, could depress the prevailing price of our\ncommon stock and our ability to raise equity capital in the future. Additionally, large share issuances would generally have a negative\nimpact on our share price. It is possible that, due to additional share issuance, you could lose a substantial amount, or all, of your\ninvestment. In addition, if a trading market develops for our common stock, we may attempt to raise capital by selling shares of our\ncommon stock, possibly at a discount to market. These actions will result in dilution of the ownership interests of existing shareholders,\nfurther dilute common stock book value, and that dilution may be material.\n\n \n\n**We\nwill be subject to the “penny stock” rules which will adversely affect the liquidity of our common stock***.*\n\n \n\nIn\nthe event that our shares are traded, and our stock trades below $5.00 per share, our stock would be known as a “penny stock”,\nwhich is subject to various regulations involving disclosures to be given to you prior to the purchase of any penny stock. The U.S. SEC\nhas adopted regulations which generally define a “penny stock” to be any equity security that has a market price of less\nthan $5.00 per share, subject to certain exceptions. Depending on market fluctuations, our common stock could be considered to be a “penny\nstock”. A penny stock is subject to rules that impose additional sales practice requirements on broker/dealers who sell these securities\nto persons other than established members and accredited investors. For transactions covered by these rules, the broker/dealer must make\na special suitability determination for the purchase of these securities. In addition, he must receive the purchaser’s written\nconsent to the transaction prior to the purchase. He must also provide certain written disclosures to the purchaser. Consequently, the\n“penny stock” rules may restrict the ability of broker/dealers to sell our securities and may negatively affect the ability\nof holders of shares of our common stock to resell them. These disclosures require you to acknowledge that you understand the risks associated\nwith buying penny stocks and that you can absorb the loss of your entire investment. Penny stocks are low priced securities that do not\nhave a very high trading volume. Consequently, the price of the stock is often volatile, and you may not be able to buy or sell the stock\nwhen you want to. These rules also limit the ability of broker-dealers to solicit purchases of our Common Stock and therefore reduce\nthe liquidity of the public market for our shares should one develop.\n\n \n\n21\n\n \n\n \n\n**The\nmarket for penny stocks has experienced numerous frauds and abuses that could adversely impact investors in our stock.**\n\n \n\nCompany\nmanagement believes that the market for penny stocks has suffered from patterns of fraud and abuse. Such patterns include:\n\n \n\n \n●\nControl\nof the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;\n\n \n \n \n\n \n●\nManipulation\nof prices through prearranged matching of purchases and sales and false and misleading press releases;\n\n \n \n \n\n \n●\n“Boiler\nroom” practices involving high pressure sales tactics and unrealistic price projections by sales persons;\n\n \n \n \n\n \n●\nExcessive\nand undisclosed bid-ask differentials and markups by selling broker-dealers; and\n\n \n \n \n\n \n●\nWholesale\ndumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with\nthe inevitable collapse of those prices with consequent investor losses.\n\n \n\n**It\nis not likely that we will pay dividends on the Common Stock or any other class of stock.**\n\n \n\nWe\nintend to retain any future earnings for the operation and expansion of our business. We do not anticipate paying cash dividends on our\nCommon Stock, or any other class of stock, in the foreseeable future. Stockholders should look solely to appreciation in the market price\nof our common shares to obtain a return on investment.\n\n \n\n**Investing\nin our Company is highly speculative and could result in the entire loss of your investment.**\n\n \n\nAn\ninvestment in our shares is highly speculative and involves significant risk. Our shares should not be purchased by any person who cannot\nafford to lose their entire investment. Our business objectives are also speculative, and it is possible that we would be unable to accomplish\nthem. Our shareholders may be unable to realize a substantial or any return on their purchase of the offered shares and may lose their\nentire investment. For this reason, each prospective purchaser of the offered shares should read this prospectus and all of its exhibits\ncarefully and consult with their attorney, business and/or investment advisor.\n\n \n\n22\n\n \n\n \n\n**PROPERTIES**\n\n \n\nOur\nprincipal executive office located at Lot 8D, Jalan Teknologi 3/6, Kawasan Perindustrian Nouvelle, Taman Sains Selangor, 1, Pju 5 Kota\nDamansara, 47810 Petaling Jaya, Selangor, Malaysia. We rent the office space from third party with a monthly rental of approximately\nMYR37,710 (approximately $8,104). We believe this location is adequate for our current operations and needs.\n\n \n\nOur\ncurrent physical office space we rent with details as below.\n\n \n\n**Location**\n \n**Tenant**\n \n**Tenancy\nPeriod**\n \n**Monthly\nPayment**\n \n**Use**\n\n \n \n \n \n \n \n \n \n \n\nLot\n8D, Jalan Teknologi 3/6, Kawasan Perindustrian Nouvelle, Taman Sains Selangor, 1, Pju 5 Kota Damansara, 47810 Petaling Jaya, Selangor,\nMalaysia.\n \nMeluha\nTherapeutics Berhad\n \nSeptember\n15, 2023 to June 30, 2039\n \nMYR38,000\n(approximately $8,166)\n \nFor\ncompany business use\n\n \n\n**SECURITY\nOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS**\n\n \n\nAs\nof March 28, 2025, Synergy Empire Limited (the “Company”) has 1,525,000 shares of common stock issued and outstanding, which\nnumber of issued and outstanding shares of common stock have been used throughout this report. Upon our acquisition of Meluha Therapeutics\nBerhad, 10,000,000 shares of our series A preferred stock, which each series A preferred stock has the same voting right as each common\nstock, are issued and outstanding.\n\n \n\nThe\nfollowing table sets forth, as of March 28, 2025, certain information with regard to the record and beneficial ownership of the Company’s\ncommon stock and preferred stock by (i) each person known to the Company to be the record or beneficial owner of more than 5% of the\nCompany’s common stock, (ii) each director of the Company, (iii) each of the named executive officers, and (iv) all executive officers\nand directors of the Company as a group:\n\n \n\n**Name\nand Address of**\n\n**Beneficial\nOwner**\n \n\n**Shares\nof**\n\n**Common**\n\n**Stock**\n\n**Beneficially**\n\n**Owned**\n  \n\n**Common**\n\n**Stock\nVoting**\n\n**Percentage**\n\n**Beneficially**\n\n**Owned**\n  \n\n**Shares\nof**\n\n**Preferred**\n\n**Stock\nBeneficially**\n\n**Owned**\n  \n\n**Preferred**\n\n**Stock\nVoting**\n\n**Percentage**\n\n**Beneficially**\n\n**Owned**\n  \n\n**Total\nVoting**\n\n**Percentage**\n\n**Beneficially**\n\n**Owned**\n \n\nExecutive Officers and Director \n    \n    \n    \n    \n   \n\nH’sien Loong Wong, Director,\nPresident, Secretary and Treasurer \n 450,000  \n 29.51% \n -  \n -  \n 3.9%\n\n5% or greater shareholders\n(excluding officers and directors) \n    \n    \n    \n    \n   \n\nMichael Tan \n 250,000  \n 16.39% \n -  \n -  \n 2.17%\n\nAndy Choe \n 250,000  \n 16.39% \n -  \n -  \n 2.17%\n\nChong Chee Tung \n 80,000  \n 5.25% \n -  \n -  \n 0.69%\n\nRamesh A/L Saravanamuthu \n -  \n -  \n 3,359,438  \n 33.59% \n 29.15%\n\nAbdul Jalil bin Jidon \n -  \n -  \n 3,188,437  \n 31.88% \n 27.67%\n\n \n\nBeneficial\nownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Under this rule, certain shares may be deemed to\nbe beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares).\nIn addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire shares (for example, upon\nexercise of an option or warrant) within 60 days of the date as of which the information is provided. In computing the percentage ownership\nof any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person by reason of such acquisition\nrights. As a result, the percentage of outstanding shares of any person as shown in the following table does not necessarily reflect\nthe person’s actual voting power at any particular date.\n\n \n\n23\n\n \n\n \n\n**DIRECTORS\nAND EXECUTIVE OFFICERS**\n\n \n\nBiographical\ninformation regarding the officers and directors of the Synergy Empire Limited (the “Company”), who will continue to serve\nas officers and directors of the Company are provided below:\n\n \n\n**NAME**\n \n**AGE**\n \n**POSITION**\n\n**H’sien\nLoong Wong**\n \n50\n \nDirector,\nPresident, Secretary and Treasurer\n\n \n\n**H’sien\nLoong Wong – Director, President, Secretary and Treasurer**\n\n \n\nMr.\nH’sien Loong Wong (“Mr. Wong”) was appointed as our Director, President, Secretary and Treasurer on October 31, 2023.\nMr. Wong received his BA (Hons) in Communications from Simon Fraser University, British Columbia and his MSc in Real Estate from the\nNational University of Singapore.\n\n \n\nMr.\nWong started his career in investor relations in technology, biotechnology, mining and oil and gas. Since July 2015, Mr. Wong has served\nas Associate Director of Propnex, Singapore’s largest listed real estate agency. From April 2017 until December 2018, Mr. Wong\nserved as the Chief Executive Officer and Chief Financial Officer of FingerMotion, Inc, a Nasdaq-listed mobile data specialist company\n(“FNGR”). From December 2012 until September 2017, Mr. Wong also served as Senior Manager of Business Development as well\nas its director of property at Big Box Singapore Pte Ltd, which owned a commercial property valued at $600 million. From July 2007 until\nSeptember 2009, he was Chief Executive Officer of Nexgen Petroleum Corp, an oil and gas drilling company in Tennessee. Mr. Wong currently\nserves as a director of FNGR.\n\n \n\nMr.\nWong’s experience in the industry and corporate management, has led the Board of directors to reach the conclusion that he should\nserve as a director, president, secretary and treasurer of the Company.\n\n \n\n**Involvement\nin Certain Legal Proceedings**\n\n \n\nNo\nexecutive officer or director is a party in a legal proceeding adverse to us or any of our subsidiaries or has a material interest adverse\nto us or any of our subsidiaries.\n\n \n\nNo\nexecutive officer or director has been involved in the last ten years in any of the following:\n\n \n\n \n●\nAny\nbankruptcy petition filed by or against any business or property of such person, or of which such person was a general partner or\nexecutive officer either at the time of the bankruptcy or within two years prior to that time;\n\n \n●\nAny\nconviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor\noffenses);\n\n \n●\nBeing\nsubject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,\npermanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities\nor banking activities;\n\n \n●\nBeing\nfound by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated\na federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;\n\n \n●\nBeing\nthe subject of or a party to any judicial or administrative order, judgment, decree or finding, not subsequently reversed, suspended\nor vacated relating to an alleged violation of any federal or state securities or commodities law or regulation, or any law or regulation\nrespecting financial institutions or insurance companies, including but not limited to, a temporary or permanent injunction, order\nof disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order,\nor any law or regulation prohibiting mail, fraud, wire fraud or fraud in connection with any business entity; or\n\n \n●\nBeing\nthe subject of or a party to any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization\n(as defined in Section 3(a)(26) of the Exchange Act, any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange\nAct), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons\nassociated with a member.\n\n \n\n24\n\n \n\n \n\n**EXECUTIVE\nCOMPENSATION**\n\n \n\nThe\nfollowing table sets forth information concerning the compensation of our principal executive officer, and principal financial officer\nwho served for the year ended March 31, 2024 and 2023, for services rendered in all capacities to us.\n\n \n\nSummary\nCompensation Table\n\n**Name**\n\n**and**\n\n**principal**\n\n**position**\n\n**(a)**\n\n \n\n**Year**\n\n**ended**\n\n**March\n31**\n\n**(b)**\n  \n\n**Salary**\n\n**($)**\n\n**(c)**\n  \n\n**Bonus**\n\n**($)**\n\n**(d)**\n  \n\n**Stock\nCompensation**\n\n**($)**\n\n**(e)**\n  \n\n**Option**\n\n**Awards**\n\n**($)**\n\n**(f)**\n  \n\n**Non-Equity**\n\n**Incentive**\n\n**Plan**\n\n**Compensation**\n\n**($)**\n\n**(g)**\n  \n\n**Nonqualified**\n\n**Deferred**\n\n**Compensation**\n\n**Earnings**\n\n**($)**\n\n**(h)**\n  \n\n**All\nOther**\n\n**Compensation**\n\n**($)**\n\n**(i)**\n  \n\n**Total**\n\n**($)**\n\n**(j)**\n \n\nRamesh A/L Saravanamuthu,\n \n2024  \n 14,184  \n -  \n -  \n -  \n -  \n -  \n -  \n 14,184 \n\n**Chief\nExecutive Officer, Director1**\n \n2023  \n 14,809  \n -  \n -  \n -  \n -  \n -  \n -  \n 14,809 \n\nAbdul Jalil bin Jidon,\n \n2024  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n - \n\n**Director2**\n \n2023  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n - \n\nKuhan A/L Jeganathan,\n \n2024  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n - \n\n**Director3**\n \n2023  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n - \n\nKhor Jiak Woen,\n \n2024  \n 12,894  \n -  \n -  \n -  \n -  \n -  \n -  \n 12,894 \n\n**Director4**\n \n2023  \n 2,244  \n -  \n -  \n -  \n -  \n -  \n -  \n 2,244 \n\nNoor Arlisma binti Zainul\nAriff,\n \n2024  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n - \n\n**Director5**\n \n2023  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n - \n\nH’sien Loong Wong,\n \n2024  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n - \n\n**Director,\nPresident, Secretary and Treasurer6**\n \n2023  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n - \n\nLaw Jia Ming, Chief Executive\nOfficer,\n \n2024  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n - \n\n**Chief\nFinancial Officer7**\n \n2023  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n - \n\nLeong Will Liam,\n \n2024  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n - \n\n**Director8**\n \n2023  \n -  \n -  \n -  \n -  \n -  \n -  \n -  \n - \n\n \n\n1\nBeing\nChief Executive Officer and Director of Meluha Therapeutics Berhad\n\n2\nBeing\nDirector of Meluha Therapeutics Berhad\n\n3\nBeing\nDirector of Meluha Therapeutics Berhad\n\n4\nBeing\nDirector of Meluha Therapeutics Berhad, resigned on April 20, 2024; being wife of Chief Executive Officer of Meluha Therapeutics\nBerhad\n\n5\nBeing\nDirector of Meluha Therapeutics Berhad, resigned on July 18, 2023\n\n6\nBeing\nDirector, President, Secretary and Treasurer of Synergy Empire Limited, appointed on October 31, 2023\n\n7\nBeing\nChief Executive Officer and Chief Financial Officer of Synergy Empire Limited, resigned on October 31, 2023\n\n8\nBeing\nDirector of Synergy Empire Limited, resigned on October 31, 2023\n\n \n\n**Narrative\nDisclosure to Summary Compensation Table**\n\n \n\nThere\nare no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors\nand executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material\nbonus or profit-sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers,\nexcept that stock options may be granted at the discretion of our board of directors from time to time. We have no plans or arrangements\nin respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination\nof employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control.\n\n \n\n**Stock\nOption Grants**\n\n \n\nWe\nhave not granted any stock options to our executive officers since our incorporation.\n\n \n\n**Employment\nAgreements**\n\n \n\nWe\nhave an employment agreement with our Chief Executive Officer, Mr. Ramesh A/L Saravanamuthu.\n\n \n\nMr.\nRamesh A/L Saravanamuthu was appointed and entered into an employment agreement with effect on December 31, 2008. Under the terms of\nthe agreement, Mr. Ramesh A/L Saravanamuthu is entitled to receive a monthly salary of RM5,500 ($1,182). The employment agreement also\ncontains normal and customary terms relating to confidentiality, indemnification and non-solicitation.\n\n \n\n**Compensation\nDiscussion and Analysis**\n\n \n\n**Director\nCompensation**\n\n \n\nOur\nBoard of Directors does not currently receive any consideration for their services as members of the Board of Directors. The Board of\nDirectors reserves the right in the future to award the members of the Board of Directors cash or stock-based consideration for their\nservices to the Company, which awards, if granted shall be in the sole determination of the Board of Directors.\n\n \n\n25\n\n \n\n \n\n**Executive\nCompensation Philosophy**\n\n \n\nOur\nBoard of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors reserves\nthe right to pay our executive or any future executives a salary, and/or issue them shares of common stock in consideration for services\nrendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer’s\nperformance. This package may also include long-term stock-based compensation to certain executives, which is intended to align the performance\nof our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance\nbase stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination\nbelieves such grants would be in the best interests of the Company.\n\n \n\n**Incentive\nBonus**\n\n \n\nThe\nBoard of Directors may grant incentive bonuses to our executive officer and/or future executive officers in its sole discretion, if the\nBoard of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business objectives and\ngrowth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result of the actions and ability\nof such executives.\n\n \n\n**Long-term,\nStock Based Compensation**\n\n \n\nIn\norder to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we may award\nour executive and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board of\nDirectors, which we do not currently have any immediate plans to award.\n\n \n\n**CERTAIN\nRELATIONSHIPS AND RELATED TRANSACTIONS**\n\n** **\n\nDuring\nthe years ended March 31, 2024 and 2023, Meluha Therapeutics Berhad (the “Company”) have related party transactions as set\nforth below:\n\n \n\n**Name\nof Related Parties**\n \n**Relationship\nwith the Company**\n\nRamesh\nA/L Saravanamuthu\n \nChief\nExecutive Officer, Director of the Company\n\nKhor\nJiak Woen\n \nDirector\nof Meluha Therapeutics Berhad, resigned on April 20, 2024 and wife of Ramesh A/L Saravanamuthu\n\nReliance\nMedical Sdn. Bhd.\n \nOur\nCEO, Mr. Ramesh A/L Saravanamuthu is the director and controlling shareholder of this company\n\nArmada\nUpaya Sdn. Bhd.\n \nOur\nCEO, Mr. Ramesh A/L Saravanamuthu is the director and controlling shareholder of this company\n\n \n\nThe\nrelated party balances comprised the following at the end of the years:\n\n \n\n  \n\n**As\nof**\n\n**March\n31, 2024**\n  \n\n**As\nof**\n\n**March\n31, 2023**\n \n\nAmount due to a related\nparty \n    \n   \n\nReliance Medical Sdn. Bhd. \n$235,387  \n$69,261 \n\n  \n    \n   \n\nAccounts receivable \n    \n   \n\nReliance Medical Sdn.\nBhd. \n$(6,679) \n$(8,754)\n\n  \n    \n   \n\nAmount\ndue to a related party, net \n$228,708  \n$60,507 \n\n \n\nThe\namount due to related party consists of non-trade portion while the accounts receivable consists of trade receivables. The amount due\nto related party for non-trade portion is unsecured, non-interest bearing and repayable on demand.\n\n \n\nThe\nCompany leases one office space with fee from Armada Upaya Sdn. Bhd. with the following address:\n\n \n\n \n** **\n**Property\nAddress**\n** **\n**Leasing\nPeriod**\n** **\n**Monthly\nLeasing Fee**\n\n1.\n \nLot\n8D, Jalan Teknologi 3/6, Kawasan Perindustrian Nouvelle, Taman Sains Selangor, 1, Pju 5 Kota Damansara, 47810 Petaling Jaya, Selangor,\nMalaysia.\n \nSeptember\n15, 2023 to June 30, 2039\n \n$\n8,166\n \n\n \n\nThe\nrelated party transactions comprised the following for the years ended:\n\n \n\n  \n\n**March\n31,****2024**\n  \n\n**March\n31, 2023**\n \n\nIncluded in revenue \n    \n   \n\nReliance Medical Sdn. Bhd. \n$78,733  \n$135,122 \n\n  \n    \n   \n\nIncluded in cost of revenue \n    \n   \n\nReliance Medical Sdn. Bhd. \n$7,307  \n$11,668 \n\n  \n    \n   \n\nIncluded in general and\nadministrative expenses \n    \n   \n\nRental storage costs - Khor Jiak Woen \n$2,579  \n$2,693 \n\n  \n    \n   \n\nLease expense – Armada Upaya Sdn. Bhd.* \n$52,676  \n$- \n\n \n\n*Lease\npayments of $52,115 and $nil were paid to Armada Upaya Sdn. Bhd. for the years ended March 31, 2024 and 2023 respectively.\n\n \n\n26\n\n \n\n \n\n**Review,\nApproval and Ratification of Related Party Transactions**\n\n \n\nGiven\nour small size and limited financial resources, we have not adopted formal policies and procedures for the review, approval or ratification\nof transactions, such as those described above, with our executive officer(s), Director(s) and significant stockholders. We intend to\nestablish formal policies and procedures in the future, once we have sufficient resources and have appointed additional Directors, so\nthat such transactions will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee\nthereof. On a moving forward basis, our Director will continue to approve any related party transaction.\n\n \n\n**LEGAL\nPROCEEDINGS**\n\n \n\nFrom\ntime to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our\nbusiness. We are currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business,\nprospects, financial condition, or results of operations. The legal proceedings are as follows:\n\n \n\n \na.\nFor\nthe year ended March 31, 2024, the Company was involved in a litigation matter relating to a demand notice issued by a third party.\nThe third party requested the Company to repay the amount of MYR1,821,113 (USD translation amounts of $385,519), which had been previously\nadvanced to the Company in relation to a contract manufacturing agreement dispute from 2018. It is reflected under Other Payables,\nas disclosed in Note 8 to the financial statements. The case has subsequently been settled via a court judgement in September 2025,\nwhereby the court had ordered that MYR1,500,000 (USD translation amounts of $317,797) be repaid to the third party as full and final\nsettlement for this case by October 13, 2025. The Company has subsequently settled the third party on October 10, 2025.\n\n \n \n \n\n \nb.\nThe\nCompany is a party to litigation commenced in 2020 by a former research assistant alleging infringement of moral rights and seeking,\namong other relief, invalidation of a patent registered by the Company. The High Court dismissed the claimant’s claims and judgment\nwas entered in favor of the Company. The claimant subsequently appealed the decision to the Malaysian Court of Appeal. The Company\nalso filed a cross-appeal relating to the dismissal of certain counterclaims. The appeal and the counter claim hearing in the High\nCourt was in December 2024.Based on the advice of external legal counsel and the outcome of the High Court proceedings, management\nbelieved that the Company had reasonable legal defences to the claims and that a loss was not probable as of March 31, 2024 and March\n31, 2023. Accordingly, no provision has been recognized in these financial statements. The ultimate outcome of the appeal could not\nbe determined with certainty as at the reporting date and an adverse outcome could have resulted in damages, legal costs and other\nremedies being awarded against the Company. On December 12, 2025, the Court of Appeal of Malaysia allowed the appeal in a copyright\nand patent-related dispute brought against the Company and certain former employees as mentioned in Note 18. The Court awarded moral\nrights damages of MYR100,000, additional damages of MYR100,000, costs of MYR50,000 and allocatur fees of MYR2,000, for a total award\nof MYR252,000 (approximately USD53,347). The Court also ordered interest at 5% per annum from the date of filing of the action until\nfull settlement. On February 11, 2026, the claimant’s solicitors issued a demand for MYR313,425 (approximately USD66,350), comprising\nthe court-awarded damages, costs, allocatur fees and accrued interest through February 19, 2026 which was agreed to be borne and\npaid equally by all respondents. On February 19, 2026, the Company made a payment of MYR104,475 (approximately USD22,117) and the\nbalance paid by the other respondents on March 5, 2026 in connection with the judgment. Accordingly, full settlement of the judgement\namount has been made.\n\n \n \n \n\n \nc.\nSubsequent\nto the financial year ended 31 March 2024, the Company became involved in an employment dispute with a former employee who resigned\nfrom employment during May 2025. The former employee subsequently filed a representation under Section 20 of the Industrial Relations\nAct 1967 alleging constructive dismissal. The matter was referred by the Director General of Industrial Relations to the Industrial\nCourt in November 2025 and remains ongoing as at the date of approval of these financial statements. The Company disputes the allegations\nand is actively defending the proceedings through its solicitors. The Company has also commenced a separate claim for salary in lieu\nof notice arising from the employee’s departure prior to completion of the contractual notice period. The Industrial Court’s\ndirections are that parties are to file their respective witness statements by November 11, 2026 and the hearing for this matter\nis fixed for December 4, 2026 and January 1, 2027. In the event that the Company is not successful in defending its position, the\nCompany’s solicitors have estimated that the maximum potential liability is approximately MYR70,000 (USD14,819). As the dispute\narose after the reporting date and remains subject to determination by the Industrial Court, no adjustment has been made to the amounts\nrecognized in these financial statements.\n\n \n\n**MARKET\nFOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS**\n\n \n\n**Market\nInformation**\n\n** **\n\nSynergy\nEmpire Limited (the “Company”) sole class of common equity is currently quoted under OTC Markets under symbol SHMY since\nApril 6, 2021. The Company believes that we do not have an established public trading market and we cannot assure you that there will\nbe any liquidity for our common stock in the future and such quotation reflect inter-dealer prices, without retail mark-up, mark-down\nor commission and may not necessarily represent actual transactions.\n\n \n\nFiscal\nYear 2024 \nHigh\nBid  \nLow\nBid \n\nFirst Quarter \n$3.30  \n$3.00 \n\nSecond Quarter \n$3.50  \n$3.00 \n\nThird Quarter \n$3.59  \n$3.59 \n\nFourth Quarter \n$3.59  \n$3.50 \n\n \n\nFiscal\nYear 2023 \nHigh\nBid  \nLow\nBid \n\nFirst Quarter \n$3.59  \n$3.59 \n\nSecond Quarter \n$3.59  \n$3.59 \n\nThird Quarter \n$3.59  \n$3.59 \n\nFourth Quarter \n$3.59  \n$3.00 \n\n \n\n**Dividend**\n\n \n\nNo\ncash dividends were paid on our shares of common stock during the fiscal year ended March 31, 2024 and 2023. We have not paid any cash\ndividends since our inception on October 17, 2018 and we currently have no plans to pay such dividends. Our board of directors currently\nintends to retain all earnings for use in the business for the foreseeable future.\n\n \n\n27\n\n \n\n \n\n**Share\nHolders**\n\n \n\nAs\nof July 6, 2026, the Company had 1,525,000 shares of our Common Stock par value, $0.0001 issued and outstanding which owned by\n54 shareholders.\n\n \n\n**Transfer\nAgent and Registrar**\n\n \n\nThe\nCompany has appointed Transfer Online, Inc. as transfer agent, with an address at 512 SE Salmon St., Portland, OR 97214, United States\nand can be reached at +1 (503) 227-2950.\n\n \n\n**Equity\nCompensation Plan Information**\n\n \n\nCurrently,\nthere is no equity compensation plan in place.\n\n \n\n**RECENT\nSALES OF UNREGISTERED EQUITY SECURITIES**\n\n \n\nCurrently,\nthere is no recent sales of unregistered equity securities, except the disclosure made under Item 2.01 which is incorporated herein by\nreference.\n\n \n\n**Purchases\nof Equity Securities by the Registrant and Affiliated Purchasers**\n\n \n\nWe\nhave not repurchased any shares of our common stock during the fiscal year ended March 31, 2024.\n\n \n\n**DESCRIPTION\nOF SECURITIES**\n\n \n\nWe\nhave authorized capital stock consisting of 50,000,000 shares of common stock, $0.0001 par value per share (“Common Stock”)\nand 20,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred Stock”). As of the date of this filing,\nwe have 1,525,000 shares of Common Stock and 10,000,000 shares of Preferred Stock issued and outstanding.\n\n \n\n**Common\nStock**\n\n \n\nThe\nholders of outstanding shares of Common Stock are entitled to receive dividends out of assets or funds legally available for the payment\nof dividends of such times and in such amounts as the board from time to time may determine. Holders of Common Stock are entitled to\none vote for each share held on all matters submitted to a vote of shareholders. There is no cumulative voting of the election of directors\nthen standing for election. The Common Stock is not entitled to pre-emptive rights and is not subject to conversion or redemption. Upon\nliquidation, dissolution or winding up of our Company, the assets legally available for distribution to stockholders are distributable\nrateably among the holders of the Common Stock after payment of liquidation preferences, if any, on any outstanding payment of other\nclaims of creditors.\n\n \n\n**Preferred\nStock**\n\n \n\nThe\nholders of outstanding shares of Preferred Stock are entitled to receive dividends out of assets or funds legally available for the payment\nof dividends of such times and in such amounts as the board from time to time may determine. Holders of Preferred Stock are entitled\nto one vote for each share held on all matters submitted to a vote of shareholders. There is no cumulative voting of the election of\ndirectors then standing for election. The Preferred Stock is entitled for conversion or redemption. Upon liquidation, dissolution or\nwinding up of our Company, the assets legally available for distribution to stockholders are distributable rateably among the holders\nof the Preferred Stock after payment of liquidation preferences, if any, on any outstanding payment of other claims of creditors.\n\n \n\n**Options\nand Warrants**\n\n \n\nNone.\n\n \n\n**Convertible\nNotes**\n\n \n\nNone.\n\n \n\n**Dividend\nPolicy**\n\n \n\nWe\nhave not paid any cash dividends to shareholders. The declaration of any future cash dividends is at the discretion of our board of directors\nand depends upon our earnings, if any, our capital requirements and financial position, general economic conditions, and other pertinent\nconditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if\nany, in our business operations.\n\n \n\n28\n\n \n\n \n\n**Penny\nStock Regulations**\n\n \n\nThe\nSecurities and Exchange Commission has adopted regulations which generally define “penny stock” to be an equity security\nthat has a market price of less than $5.00 per share. Our Common Stock, when and if a trading market develops, may fall within the definition\nof penny stock and be subject to rules that impose additional sales practice requirements on broker-dealers who sell such securities\nto persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000, or annual\nincomes exceeding $200,000 individually, or $300,000, together with their spouse).\n\n \n\nFor\ntransactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities\nand have received the purchaser’s prior written consent to the transaction. Additionally, for any transaction, other than exempt\ntransactions, involving a penny stock, the rules require the delivery, prior to the transaction, of a risk disclosure document mandated\nby the Securities and Exchange Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable\nto both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole\nmarket-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, monthly\nstatements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market\nin penny stocks. Consequently, the “penny stock” rules may restrict the ability of broker-dealers to sell our Common Stock\nand may affect the ability of investors to sell their Common Stock in the secondary market.\n\n \n\nIn\naddition to the “penny stock” rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory\nAuthority (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must\nhave reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced\nsecurities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s\nfinancial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that\nthere is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements\nmake it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit the investors’\nability to buy and sell our stock.\n\n \n\n**INDEMNIFICATION\nOF DIRECTORS AND OFFICERS**\n\n \n\nUnder\nour Bylaws of the corporation, every person who was or is a party to, or is threatened to be made a party to, or is involved in any action,\nsuit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he, or a person of whom he\nis the legal representative, is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation\nas a Director or Officer of another Corporation, or as its representative in a partnership, joint venture, trust, or other enterprise,\nshall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from time to time\nagainst all expenses, liability, and loss (including attorneys’ fees judgments, fines, and amounts paid or to be paid in settlement)\nreasonably incurred or suffered by him in connection therewith. Such right of indemnification shall be a contract right, which may be\nenforced in any manner desired by such person. The expenses of Officers and Directors incurred in defending a civil or criminal action,\nsuit, or proceeding must be paid by the Corporation as they are incurred and in advance of the final disposition of the action, suit,\nor proceeding, upon receipt of an undertaking by or on behalf of the Director or Officer to repay the amount if it is ultimately determined\nby a court of competent jurisdiction that he is not entitled to be indemnified by the Corporation. Such right of indemnification shall\nnot be exclusive of any other right which such Directors, Officers, or representatives may have or hereafter acquire, and, without limiting\nthe generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote\nof Stockholders, provision of law, or otherwise, as well as their rights under this Article.\n\n \n\nWithout\nlimiting the application of the foregoing, the Board of Directors may adopt bylaws from time to time with respect to indemnification,\nto provide at all times the fullest indemnification permitted by the laws of the State of Nevada, and may cause the Corporation to purchase\nand maintain insurance on behalf of any person who is or was a Director or Officer of the Corporation, or is or was serving at the request\nof the Corporation as a Director or Officer of another Corporation, or as its representative in a partnership, joint venture, trust,\nor other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status,\nwhether or not the Corporation would have the power to indemnify such person. The indemnification provided in this Article shall continue\nas to a person who has ceased to be a Director, Officer, Employee, or Agent, and shall inure to the benefit of the heirs, executors and\nadministrators of such person.\n\n \n\nInsofar\nas indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling\nthe registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange\nCommission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.\n\n \n\n29"}