As filed with the U.S. Securities and Exchange Commission on August 11, 2022February 7, 2023

RegistrationCommission File No. 333-264963

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1/A

AMENDMENT NO. 4

FORM S-1/A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

catthis Holdings CorpcatTHIS HOLDINGS CORP

(Exact name of registrant as specified in its charter)

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay the effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. catTHIS Holdings Corp may not sell any shares until the related registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION - DATED ________________, 2022

CATTHIS Holdings Corp.

21,384,950 SHARES OF COMMON STOCK

$1.00 PER SHARE

catTHIS Holdings Corp. is offering 1,000,000 shares of common stock at a price of $1.00 per share on a self-underwritten, “best efforts”, no minimum basis. There is no minimum number of shares required to be purchased by each investor. catTHIS Holdings will receive the net proceeds from the sale of the shares for cash. Funds from acceptable subscriptions will be used immediately for the purposes as forth under “How We Intend To Use The Proceeds From Sale Of The Shares” and will not be placed in escrow nor be refundable.

Selling shareholders are offering 20,384,950 shares of common stock at a price of $1.00 per share. catTHIS Holdings will not receive any of the proceeds from the sale of shares by the selling shareholders. The selling shareholders may be deemed to be underwriters of this offering made by them.

catTHIS Holdings has determined the initial public offering price of its shares offered for sale for cash pursuant to this prospectus arbitrarily, and the price and value bear no relationship to asset, earnings, or other criterion of value.

This primary offering will terminate upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) 365 days from the effective date of this prospectus, unless extended by our directors for an additional 90 days. We may however, at any time and for any reason terminate the offering.

At the date of this prospectus, there is no public market for catTHIS Holdings common stock. catTHIS Holdings plans to apply to FINRA for a trading symbol of  _________ and we plan to attempt to have the shares quoted on the OTCQB. You have no assurance that catTHIS Holdings will be able to sell all 1,000,000 shares covered by this prospectus, how long it will take to sell all of the shares, if any are sold, or that the common stock will ever be quoted or actively traded in the public securities markets. If a sufficient number of shares offered by this prospectus are not sold by catTHIS Holdings and selling stockholders to create a public float which will support a public securities market, the number which cannot be established with certainty at the date of this prospectus, catTHIS Holdings may not become a publicly traded company.

Investment in the shares involves a degree of risk – See, “Risk Factors”, beginning on page 2.3.

Our auditors have expressed substantial doubt as to our ability to continue as a going concern.

We are an “emerging growth company”, as defined in the Jumpstart Our Business Startups Act of 2012 (“Jobs Act”), and will therefore be subject to reduced public company reporting requirements.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is ___________, 2022February 7, 2023

REPORTS TO SECURITY HOLDERS

We intend to furnish to our stockholders annual reports containing audited financial statements and quarterly reports containing unaudited financial statements for each of the first three quarters of each fiscal year. In addition, we may from time to time furnish to stockholders additional information about us and our business as our management deems appropriate.

TABLE OF CONTENTS

USE OF PRONOUNS AND OTHER WORDS

The pronouns “we”, “us”, “our” and the equivalent used in this prospectus mean catTHIS Holdings Corp. In the foot notes to our financial statements, the “Company” means catTHIS Holdings Corp. The pronoun “you” means the reader of this prospectus.

SUMMARIES OF REFERENCED DOCUMENTS

This prospectus contains references to, summaries of and selected information from agreements and other documents. These agreements and other documents are not incorporated by reference; but, are filed as exhibits to our registration statement of which this prospectus is a part and which we have filed with the U.S. Securities and Exchange Commission. We believe the summaries and selected information provide all material terms from these agreements and other documents. Whenever we make reference in this prospectus to any of our agreements and other documents, you should refer to the exhibits filed with our registration statement of which this prospectus is a part for copies of the actual agreement or other document. See “Where You Can Find Additional Information About Us” for instructions as to how to access and obtain these agreements and other documents.

FORWARD-LOOKING STATEMENTS

This prospectus contains forward–looking statements that involve risks and uncertainties. We use words such as “project”, “believe”, “anticipate”, “plan”, “expect”, “estimate”, “intend”, “should”, “would”, “could”, or “may”, or other such words, verbs in the future tense and words and phrases that convey similar meaning and uncertainty of future events or outcomes to identify these forward–looking statements. There are a number of important factors beyond our control that could cause actual results to differ materially from the results anticipated by these forward–looking statements. While we make these forward–looking statements based on various factors and using numerous assumptions, you have no assurance the factors and assumptions will prove to be materially accurate when the events they anticipate actually occur in the future.

The forward–looking statements are based upon our beliefs and assumptions using information available at the time we make these statements. We caution you not to place undue reliance on our forward–looking statements as (i) these statements are neither predictions nor guaranties of future events or circumstances, and (ii) the assumptions, beliefs, expectations, forecasts and projections about future events may differ materially from actual results. We undertake no obligation to publicly update any forward–looking statement to reflect developments occurring after the date of this prospectus.

YOU SHOULD RELY ONLY ON THE INFORMATION IN THIS PROSPECTUS

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide information different from that contained in this prospectus. We will sell our shares only in jurisdictions where such sale and distribution is permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or the distribution of our common stock.

PROSPECTUS SUMMARY

catTHIS Holdings was incorporated in Nevada on January 4, 2021

We are an online platform that provides digital catalogue management service to retailers. Our app “catTHIS” enables users to save PDF catalogues and organize them in a customized way. Users can download the mobile app from Google Play (https://play.google.com/store/apps/details?id=com.incredibleqr.mycatthis.production) or App Store (https://apps.apple.com/us/app/catthis/id1211749794),or access our web-based digital catalogue management system via https://catthis.com/.

For user and app promotion, we attend exhibitions and fairs that are re-emerging post-pandemic. We act as the catalogue service provider for the recently concluded Association of Private Hospitals Malaysia (APHM) International Healthcare Conference & Exhibition 2023 that was held on 30^th May to 1^st June, 2022 (https://aphmconferences.com/). We planalso attended numerous events to attend more exhibitionspromote our app, such as IMEC Expo 2022 in the near future such asMalaysia on 19^th June to 21^st June, 2022 (https://www.youtube.com/watch?v=Eul-mzcvwec&t=149s&ab_channel=C21TVOfficial%28poweredbyConsortium21%29), SIE Medical Business Network Event 2022 on 13^th July 2022 (https://www.youtube.com/watch?v=WBNDa6vurCo&ab_channel=C21TVOfficial%28poweredbyConsortium21%29), Medical Fair Asia 2022 in Singapore on 31^st August to 2^nd September, 2022 (https:(https://www.medicalfair-asia.com/), Selangor Invest Expo 2022 in Malaysia on 6th Oct to 9th Oct 2022 (https://www.youtube.com/watch?v=S0U_LtIzexM&ab_channel=C21TVOfficial%28poweredbyConsortium21%29), and Industrial Transformation Asia Pacific 2022 in Singapore on 18^th Oct to 20^thOct, 2022 (https:(https://www.industrial-transformation.com/).

Below is the list of events in 2023 that we are collaborating withwill be attending to promote our app.app:

We also plan to have more collaboration with other service providers that we believe would drive user growth. We have a partnership with Consortium 21 (https://www.consortium21.com/index.html), a marketing and advertising agency that specializes in metaverse marketing and networking platforms. In this partnership, all retailers who are setting up virtual booths/shops in the metaverse will upload their product descriptions, catalogues and images in our catTHIS app, and all users who joined the metaverse will automatically designated a catTHIS account so they may browse retailers’ catalogues, hence driving organic user growth for catTHIS.

catTHIS intends to provide targeted marketing services to retailers where they can leverage this data at a low fee while complying with data protection regulations to reach out to prospective app users. Retailers will be able to avail catTHIS targeted marketing feature to target potential app users in a specific country by identifying their targeted market based on selected tags associated with the product or service catalogue. For instance, a furniture company can specifically target potential app user by filtering those who have downloaded or have seen catalogues related to furniture in the past one month.

Our market is Southeast Asia. We currently have business operations in Malaysia and Singapore, and we plan to expand to Indonesia, Vietnam, Thailand and the rest of South East Asia going forward.

We are offering 1,000,000 shares of our common stock pursuant to this prospectus at a price of US1.00US$1.00 per share

Our selling stockholders are offering 20,384,950 shares of our common stock at a price of US$1.00 per share.

Our commons stock is not publicly traded at the date of this prospectus.

Investment in our common stock involves a high degree of risk. See “Risk Factors”, beginning on page 2.3.

Neither the Company, its executive, any company promoters or their affiliates intend for the Company, once reporting, to be used as a vehicle for a private company to become a reporting company. We do not believe the Company is a blank check company because the company has no plans or intentions to engage in a merger or acquisition with an unidentified company, companies, entity or person, the Company has a specific and well developed business plan and is engaged in and has generated revenues from that business.

OUR CORPORATE HISTORY AND ORGANIZATION

We were incorporated in Nevada on January 4, 2021. Yeo Choon Pin is our founder. On June 25, 2021, we acquired 100% of the equity interests of catTHIS Holdings Corp. incorporated in Malaysia (the “Malaysia Company”), from our founder. All of our operations are conducted in the Malaysian Company.

The address of our executive offices is A-9-3, Northpoint Office, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur, Malaysia and our telephone number at that address is + 60397756029. The address of our website is https://catthis.com. Information at our website is not a part of this prospectus and should not be relied upon for purposes of making a decision to purchase our common stock.

HOW WE ARE AFFECTED BY THE JOBS ACT

We are an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS ACT”). We shall continue to be deemed an emerging growth company until the earliest of:

As an emerging growth company we are exempt from Section 404(b) of Sarbanes Oxley. Section 404(a) requires Issuers to publish information in their annual reports concerning the scope and adequacy of the internal control structure and procedures for financial reporting. This statement shall also assess the effectiveness of such internal controls and procedures. Section 404(b) requires that the registered accounting firm shall, in the same report, attest to and report on the assessment on the effectiveness of the internal control structure and procedures for financial reporting. As an emerging growth company we are also exempt from Section 14A (a) and (b) of the Securities Exchange Act of 1934 which require the shareholder approval of executive compensation and golden parachutes. These exemptions are also available to us as a Smaller Reporting Company.

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

RISK FACTORS

RISK FACTORS

In addition to the forward-looking statements outlined in the preceding topic in this prospectus and other comments regarding assumptions, risks and uncertainties included in the description of our business and elsewhere in this prospectus, the following risk factors should be carefully considered when evaluating our business. Our business, financial condition and financial results could be materially and adversely affected by any of these risks. The following risk factors include all known material risks, but do not include factors or risks which may arise or result from general economic conditions that apply to all businesses in general or risks that could apply to any issuer or any offering.

RISKS RELATED TO OUR CORPORATION:

We have limited operating history and face many of the risks and difficulties which are frequently encountered by companies in the developmental stage. Our limited operating history may make evaluating our prospects difficult.

We are a development stage company, and to date, our development efforts have been focused primarily on the development and marketing of our business model. We have limited operating history for investors to evaluate the potential of our business development. We have not built our client base. In addition, we also face many of the risks and difficulties inherent in introducing our services. Our future will depend on our ability to bring our service to the market place and society, which requires proper and organized planning of providing a platform that is able to offer viable business solution, growth model and corporate development to the members in order to assist in their companies’ growth and expansion as well as increase every member’s loyalty towards the Company. The results of our operations can also be affected by our ability to enhance our services or to deliver consistent high-quality services to increase our competitive presence.

We have very limited financial resources. We have included a note to our financial statements expressing substantial doubt about our ability to continue as a going concern.

Lack of resources causes substantial doubt about our ability to continue as a going concern. You have no assurance that we will obtain necessary financing and, if we do, generate sufficient revenue or to become or to continue as a going concern.

We do not currently have a fully developed marketing plan, and as such we may not generate as much revenue as we anticipate.

Presently, we do not have a definitive marketing plan to acquire customers. It will take us time to develop a concrete marketing plan, and in the interim we will likely not be generating significant revenue or, in a worst-case scenario, any revenue at all.

Our business and marketing plans may be unsuccessful, which means that we may not be able to continue operations as a going concern.

Our ability to continue as a going concern is dependent upon our generating cash flow that is sufficient to fund operations or finding adequate investment or borrowed capital to support our operations. To date we have relied entirely on equity financing from our shareholders to fund our operations. Our business and marketing plans may not be successful in achieving a sustainable business and generating revenues. We have no arrangements in place for sufficient financing to be able to fully implement our business plan. If we are unable to continue as planned currently, we may have to curtail some or all of our business plan and operations. In such case, investors will lose all or a portion of their investment.

We will incur increased costs as a result of being a public company. These costs will adversely impact our results of operations.

As a public company, we will incur significant legal, accounting and other expenses that a private company does not incur. We estimate these expenses at $36,000 per year. At the date of this prospectus, we do not have the financial resources to absorb these expenses. Even though the Jumpstart Our Business Startups Act (JOBS Act) has as a purpose reducing the cost for some newly reporting issuers, we are uncertain whether the JOBS Act will apply to us and, if it does, the amount of cost reduction we can expect. The Sarbanes-Oxley Act of 2002 (SOX) and related rules resulted in an increase in costs of maintaining compliance with the public reporting requirements, as well as making it more difficult and more expensive for us to obtain directors’ and officers’ liability insurance.

We have not established disclosure controls and procedures and controls over financial reporting. Without these controls, we may not accurately account for our financial transactions and report material transactions on a timely basis.

The Sarbanes-Oxley Act of 2002 (SOX) requires public companies to establish disclosure controls and procedures and controls over financial reporting and to periodically assess the effectiveness of the controls and procedures. Establishing and maintaining these controls and procedures is expensive. Satisfying the criteria for adequate controls and procedures is especially difficult for small public companies, such as we are, because limited personnel must perform tasks which should be divided among a greater number of personnel to achieve checks and balances. Without adequate controls and procedures, and periodically assessing the effectiveness of controls and procedures we do establish, you have no assurance that we will timely and accurately report financial and other material information to the public securities markets. Such failures may result in errors in our reports. And, the prospect of such failures and errors due to weaknesses in our controls and procedures may diminish the credibility of our reports filed under the Securities Exchange Act of 1934.

Our business will be exposed to foreign currency exchange risks.

We derive most of our revenue from the operations of our Malaysia Labuan. Our reporting currency is the U.S. dollar. We translate our results of operations using the average exchange rate for the period, unless the average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions, and we translate our financial position at the period-end exchange rate.

Fluctuations in exchange rates in the Malaysian Ringgit (“RM”) could adversely affect our business and the value of our securities.

The value of the RM against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in Malaysia’s political and economic conditions. The value of our common stock will be indirectly affected by the foreign exchange rate between U.S. dollars and RM and between those currencies and other currencies in which our revenue may be denominated. Appreciation or depreciation in the value of the RM relative to the U.S. dollar would affect our financial results reported in U.S. dollar terms without giving effect to any underlying change in our business or results of operations. As we rely entirely on revenues earned in Malaysia, any significant revaluation of RM may materially and adversely affect our cash flows, revenues and financial condition. For example, to the extent that we need to convert U.S. dollars we receive from an offering of our securities into RM for our operations, appreciation of the RM against the U.S. dollar could cause the RM equivalent of U.S. dollars to be reduced and therefore could have a material adverse effect on our business, financial condition and results of operations. Conversely, if we decide to convert our RM into U.S. dollars for the purpose of making dividend payments on our common stock or for other business purposes and the U.S. dollar appreciates against the RM, the U.S. dollar equivalent of the RM we convert would be reduced. In addition, the depreciation of significant U.S. dollar denominated assets could result in a change to our operations and a reduction in the value of these assets.

Malaysia is experiencing substantial inflationary pressures which may prompt the governments to take action to control the growth of the economy and inflation that could lead to a significant decrease in our profitability.

While we believe that the Malaysian economy has experienced rapid growth over the last two decades, they have also experienced inflationary pressures. As governments take steps to address inflationary pressures, there may be significant changes in the availability of bank credits, interest rates, limitations on loans, restrictions on currency conversions and foreign investment. There also may be imposition of price controls. If our revenues rise at a rate that is insufficient to compensate for the rise in our costs, it may have an adverse effect on our profitability. If these or other similar restrictions are imposed by a government to influence the economy, it may lead to a slowing of economic growth, which may harm our business, financial condition and results of operations.

The inflationary pressure in Malays has direct impact to our cost of sales and operation expenses. Rising rents, utilities and wages would drive up our overhead costs. All these rising costs would put a strain on our business in the long run if we could not source new funds to support our operations or align these increased costs to our revenue.

The rising inflation threat is expected to lower purchasing power for most Malaysians. As price rise, people buy less, and this overall effect of dampening consumer demand ripples throughout the economy. For businesses selling discretionary goods and services, demand may fall throughout extended inflationary periods.

If inflation increases significantly in SEA countries, our business, results of operations, financial condition and prospects could be materially and adversely affected.

Should inflation in SEA countries, including Malaysia, increase significantly, our costs, including our staff costs are expected to increase. Furthermore, high inflation rates could have an adverse effect on the countries’ economic growth, business climate and dampen consumer purchasing power. As a result, a high inflation rate in SEA countries, including Malaysia, could materially and adversely affect our business, results of operations, financial condition and prospects.

Currency exchange rate fluctuations may increase our costs.

The exchange rates between the U.S. dollar and non-U.S. currencies in which we conduct our business have and will likely fluctuate in the future. Any appreciation in the value of these non-U.S. currencies would result in higher expenses for our Company. We do not have any hedging arrangements to protect against such exchange rate exposures.

If you invest in our stock, your investment may be disadvantaged by future funding, if we need and are able to obtain it.

To the extent we need and obtain equity funding by issuance of convertible securities or common stock, or common stock purchase options or warrants in connection with either type of funding, you may suffer significant dilution in percentage of ownership and, if such issuances are below the then value of stockholder equity, in stockholder equity per share. Future increases in the number of our shares outstanding will have a negative impact on earnings per share, increasing the earnings we must achieve to sustain higher prices for our common stock. In addition, any debt financing we may secure could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital with which to pursue our business plan, and to pay dividends. You have no assurance we will be able to obtain any additional financing on terms favorable to us, if at all.

Voting control by management means it is unlikely you and other stockholders will be able to elect our directors and you will have little influence over our management.

Our management owns 60,495,000 shares of our common stock received as founders’ shares and which has the right to vote 47.73% percent of all votes cast, including votes by common stockholders (who include our management), on any matters presented to stockholders for approval. Our Articles of Incorporation do not authorize cumulative voting for the election of directors. Any person or group who controls or can obtain more than fifty percent of the votes cast for the election of each director, as does our management, will control the election of all directors and other stockholders will not be able to elect any directors or exert any influence over management decisions. Removal of a director for any reason requires a majority vote of our issued and outstanding shares of preferred and common stock.

If Yeo Choon Pin, our sole director and officer were leave the company prior to securing suitable replacements, we will be left without management and our business operations might need to be suspended or cease entirely all together.

We depend on the services of Mr. Yeo, who are responsible for making corporate decisions which have significant impact on our operations. The loss of the services of our CEO and Director could have an adverse effect on our business, financial condition and results of operations. There is no assurance that they will not leave the company or compete against us in the future, as we presently have no employment agreement with him. In such circumstance, we may have to recruit qualified personnel with competitive compensation packages, equity participation and other benefits that may affect the working capital available for our operations. Our failure to attract additional qualified employees or to retain the services of our CEO and Director could have a material adverse effect on our operating results and financial condition. We will fail without appropriate replacements.

If we are unable to effectively manage our growth, our ability to implement our business strategy and our operating results will likely be materially adversely affected.

Growth in our business, of which you have no assurance, will likely place a significant strain on our and their respective management, administrative, operating and financial infrastructures, which are limited. To manage our and their respective businesses and planned growth effectively, we and they must successfully develop, implement, maintain and enhance our financial and accounting systems and controls, identify, hire and integrate new personnel and manage expanded operations. Our and/or their failure to do so could either limit our growth or cause our or their respective businesses to fail.

If we are unable to hire qualified personnel and retain or motivate key personnel, we may not be able to grow effectively.

Our future success depends on our continuing ability to identify, hire, develop, motivate and retain skilled personnel for all areas of our organization. Competition in our industry for qualified employees is very intense. Our continued ability to compete effectively depends on our ability to attract new employees and to retain and motivate our existing employees.

We will engage in a highly competitive and sophisticated market in which we have limited prior experience. If we are unable to compete successfully in our market place, our business may fail or be less successful.

There are similar services in current marketplace that compete with our core operating activities. Certain of these competitors and potential competitors have longer operating histories, substantially greater service development capabilities and financial, commercial and marketing resources. Competitors and potential competitors may also innovate services that are more effective or have other potential advantages compared to our service plan. In addition, research, development and commercialization efforts by others could render our services provided obsolete or non-competitive. Certain of our competitors and potential competitors have broader services offerings and extensive client bases, allowing them to adopt aggressive pricing policies that would enable them to gain market share. Competitive pressures could result in price reductions, reduced margins and loss of market share. We could encounter potential members that, due to existing relationships with our competitors, are committed to services offered by those competitors. As a result, those potential members may not consider utilizing our services.

Security and privacy breaches in our digital marketing platform may expose us to additional liability and result in the loss of customers, either of which events could harm our business and cause our stock price to decline.

Any inability on our part to protect the security and privacy of our digital marketing platform could have a material adverse effect on our profitability. A security or privacy breach could:

We cannot assure you that our use of applications designed for data security will effectively counter evolving security risks or address the security and privacy concerns of existing and potential customers. Any failures in our security and privacy measures could have a material adverse effect on our business, financial condition and results of operations.

We could incur substantial losses from employee fraud and, as a result, our business would suffer.

The nature of our digital marketing platform makes us vulnerable to employee fraud or other internal security breaches. We cannot assure you that our internal security systems will prevent material losses from employees’ fraud. Although we will take every reasonable effort to ensure that employee fraud does not take place, we cannot make assurances that our efforts will be successful.

Our digital marketing platform might be used for illegal or improper purposes, which could expose us to additional liability and harm our business.

Despite measures we have taken to detect and prevent identify theft, unauthorized uses of credit cards and similar misconduct, our digital marketing platform remain susceptible to potentially illegal or improper uses. Despite measures we have taken to detect and lessen the risk of this kind of conduct, we cannot assure you that these measures will succeed. Our business could suffer if customers use our system for illegal or improper purposes.

We may experience breakdowns in our digital marketing platform that could damage customer relations and expose us to liability, which could affect adversely our ability to become profitable.

A system outage or data loss could have a material adverse effect on our business, financial condition and results of operations. To operate our business successfully, we must protect our systems from interruption by events beyond our control. Events that could cause system interruptions include:

We may not protect our proprietary technology effectively, which would allow competitors to duplicate our digital marketing platform. This would make it more difficult for us to compete with them.

Our success and ability to compete in our markets depend, in part, upon our proprietary technology. We rely primarily on copyright, trade secret and trademark laws to protect our technology including the source code for our proprietary software, and documentation and other proprietary information. We have not been granted any patents for features of our digital marketing platform. We cannot assure you that any of our patent applications will be granted or that if they are granted, they will be valid. A third party might try to reverse engineer or otherwise obtain and use our technology without our permission, allowing competitors to duplicate our product and services.

RISKS RELATED TO INVESTMENT IN OUR SHARES:

Yeo Choon Pin who is offering our shares will have a conflict of interest because he will also be selling shares for his own account, which could result in our sale of an insufficient number of shares to necessary to fund our business plan.

Mr. Yeo, our sole director and officer, will be selling shares on behalf of the Company in this offering. He will simultaneously be able to sell shares of stock that he owns and are registered for resale pursuant to this offering. This conflict of interest could divert Mr. Yeo’s time and attention in selling our shares since he will also be able to sell his own shares. This could result in less capital raised by the company, and a lessened desire for investors to purchase shares. As a result of this potential conflict of interest your investment could be adversely affected.

During this offering, Mr. Yeo will prioritize in selling shares of the company over selling his own shares. Mr. Yeo will only proceed to sell his own shares once all 1,000,000 of the company’s shares are successfully sold. In the circumstance where the 1,000,000 shares of the company were fully sold, Mr. Yeo will then sell his own shares according to the Selling Shareholders list at page 18.

The primary offering on behalf of the Company is separate from the secondary offering of the selling stockholders in that the proceeds from the shares of stock sold by the selling stockholders, including Mr. Yeo, will go directly to them, not the Company. Once all shares offered by the Company have been sold, Mr. Yeo will advise further investors to whom he sells shares that proceeds are going not to the Company or but directly to him.

Shares sold by the selling shareholders may limit the amount of proceeds raised in the primary offering

As the Company is only selling 1,000,000 of the 21,384,950 shares being registered in this offering, this may result in competition between the Company and the Selling Shareholders who may offer to the same investor groups. As such, it may limit the amount the Company is able to raise in the primary offering.

You may find it difficult to sell our shares because there is no public market for our shares and you have no assurance a public market will develop.

There is currently no market for our common stock. You will only be able to sell our shares if a public market develops for our stock. If a public market does develop, you have no assurance how sustained or active the public market for our common stock will become or remain. It is likely that the public market for our common stock will be volatile, in that it may be subject to wide and unpredictable price and volume swings. Accordingly, you may find it difficult to sell our common stock should you invest in it.

“Penny stock” rules may make buying and selling our common stock difficult.

You have no assurance trading in our common stock will not be subject to the “penny stock” rules of the Securities and Exchange Commission. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules generally require that prior to a transaction in a penny stock the broker-dealer make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for our common stock and limiting the number of broker-dealers who will accept our common stock in their customers’ accounts. As a result, you may find it more difficult to sell our common stock into the public market.

We are an “emerging growth company,” and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act, or the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an emerging growth company for up to five years, although we could lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion in non-convertible debt in a three years period, or if the market value of our common stock held by non-affiliates exceeds $700 million as of any December 31, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(2) of the JOBS Act, that allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates.

We may not eligible quoted on OTCQB marketplace.

We may never have a public market for our common stock or may never trade on a recognized exchange. Therefore, you may be unable to liquidate your investment in our stock. There is no established public trading market for our securities. Our shares are not and have not been listed or quoted on any exchange or quotation system.

In order for our shares to be quoted, a market maker must agree to file an application with the Financial Industry Regulatory Authority (FINRA) for a trading symbol, which if issued would facilitate quotation of our common stock quoted on the OTCQB. Even if we are assigned a trading symbol, it is possible that a regular trading market will not develop or that if it did develop, will be sustained. In the absence of a trading market, an investor may be unable to liquidate their investment.

HOW WE DETERMINED THE OFFERING PRICE

Since our shares are not listed or quoted on any exchange or quotation system, the offering price of the shares of common stock was arbitrarily determined. The offering price was determined by us and is based on our own assessment of our financial condition and prospects, limited offering history, and the general condition of the securities market. It does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value.

In the event a public market develops for our common stock, you have no assurance market prices will exceed the initial public offering price as prices for the common stock in any public market which may develop will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for the common stock, investor perception of us and general economic and market conditions.

HOW WE INTEND TO USE THE NET PROCEEDS FROM THE SALE OF OUR SHARES

We are offering 1,000,000 shares of our common stock on a self-underwritten, best efforts, no minimum basis at an initial offering price per share of $1.00. We expect to receive net proceeds from the sale of our shares of approximately $964,000, after payment of expenses estimated at $36,000, but not including any shares of our common stock we may be required to issue as additional compensation in connection with the sale of the shares. The following table sets forth how we intend to use the net proceeds from the sale of the shares, assuming we sell twenty-five percent, fifty percent, seventy-five percent and all of the shares.

We intend to use net proceeds from the sale of our shares immediately upon receipt and acceptance of subscriptions. Proceeds will not be placed in escrow pending the sale of any predetermined number of shares. We believe the net proceeds from our sale of all of the shares will sustain our operations for approximately twelve months. Our board of directors retains discretion to reallocate use of proceeds in the event it deems such reallocation to be appropriate and in our best interest. The Company is paying all the expenses of this offering by both the Company and by selling stockholders, no including any commissions, discounts or brokerage fees incurred by selling stockholders. The Company will utilize existing cash to pay for any offering expenses and does not intend to use any monies from offering proceeds to fund the offering.

ESTIMATED DILUTION TO PURCHASERS OF OUR COMMON STOCK

You may experience significant dilution in the value of your investment in our common stock at a price of $1.00 per share. Dilution represents the difference between the price you pay and the net tangible book value per share immediately after completion of this offering. Net tangible book value is the amount that results from subtracting total liabilities and intangible assets from total assets. Dilution arises mainly as a result of our arbitrary determination of the offering price of the shares being offered – see, “How We Have Determined The Offering Price” – and because our existing stockholders have paid substantially less than the initial offering price of $1.00 per share. Dilution of the value of the shares you purchase will result in a higher book value of the shares held by our existing stockholders. We have no net tangible book value at the date of this prospectus.

PLAN OF OPERATIONS

You have no assurance we will be able to sell the 1,000,000 shares offered by this prospectus. If we do not complete the sale of all the shares we are offering, we may not become a publicly traded company. Assuming we sell the 1,000,000 shares, the following sets forth the business activities we plan to undertake in the next twelve months following completion of the sale of our shares and the cost of such activities.

For our mobile application development, we are continuously enhancing the User Interface (UI) and User Experience (UX) of our app. Our current interface is rather static as in creating folders and saving catalogues. For the first quarter going forward, we will incorporate more vibrant and dynamic elements in our interface, such as those found in Instagram and TikTok, in order to attract more users. We estimate the cost for this quarter to be $120,000, with advertising and marketing consist of $25,000 and outsource contractors and technical supports consist of $85,000.

In the second quarter, we plan to develop and provide plug-in services to merchants and advertisers by connecting their websites to our catalogue management system through Software Development Kits (SDK) and Application Programming Interfaces (API). Currently we are only embedding a link at client’s website which will connect back to our catalogue management system at our website. An example of this can be found at one of our client’s websites https://www.mymedicnews.com/ under “featured catalogues”. We aim to have our catalogue management system functioning directly at our client’s website. We estimate the cost for this quarter to be $420,000, with advertising and marketing consist of $150,000, outsource contractors and technical supports at $85,000, and consulting fees at $150,000. The nature of this consulting fee is related to the group business expansion and management advisory fee.

In the third and forth quarter, we plan to hire more data scientist and analyst to start developing our own predictive analytics. Currently our app is able to perform descriptive analytics based on users’ action and preferences, such as log in time, demographics (age, sex etc.), the type of catalogues they viewed and saved etc. We plan to develop our own predictive analytics so we can enable a more accurate targeted marketing by push notification or recommendation. We estimate the cost for each quarter to be $120,000, with advertising and marketing consist of $25,000 and outsource contractors and technical supports consist of $85,000.

For user and app promotion, we continue to engage and attend exhibitions and fairs that are re-emerging post-pandemic. We act as the catalogue service provider for the recently concluded Association of Private Hospitals Malaysia (APHM) International Healthcare Conference & Exhibition 2023 that was held on 30th May to 1st June, 2022 (https://aphmconferences.com/). There are few more exhibitions coming upWe also attended numerous events to promote our app, such as IMEC Expo 2022 in Malaysia on 19^th June to 21^st June, 2022 (https://www.youtube.com/watch?v=Eul-mzcvwec&t=149s&ab_channel=C21TVOfficial%28poweredbyConsortium21%29), SIE Medical Business Network Event 2022 on 13^th July 2022 (https://www.youtube.com/watch?v=WBNDa6vurCo&ab_channel=C21TVOfficial%28poweredbyConsortium21%29), Medical Fair Asia 2022 in Singapore on 31st August to 2nd September, 2022 (https://www.medicalfair-asia.com/), Selangor Invest Expo 2022 in Malaysia on 6th Oct to 9th Oct 2022 (https://www.youtube.com/watch?v=S0U_LtIzexM&ab_channel=C21TVOfficial%28poweredbyConsortium21%29), and Industrial Transformation Asia Pacific 2022 in Singapore on 18th Oct to 20th Oct, 2022 (https://www.industrial-transformation.com/).

Below is the list of events in 2023 that we are collaborating withwill be attending to promote our app.app:

We also plan to have more collaboration with other service provider that would drive user growth. We have partnership with Consortium 21 (https://www.consortium21.com/index.html), a marketing and advertising agency that specialized in metaverse marketing and networking platform. In this partnership, all retailers who are setting up virtual booths/shops in the metaverse will upload their products description, catalogues and images in our catTHIS app, and all users who joined the metaverse will automatically designated a catTHIS account so they could browse retailers’ catalogue, hence driving organic user growth for catTHIS.

Our current app user is about 8,00010,000 and we aim to hit 100,000 number of users by end of forth quarter.

MANAGEMENT’S DISCUSSION AND ANALYSIS

Results of operations for the period ended December 31, 2021

Revenues

For the period from June 25,January 4, 2021 (Date of Inception) to December 31, 2021, the Company generated revenue income in the amount of $4,827. The revenue generated was thea result of branding and marketing service fees paid by corporate clients which include catalogue management services, renderedvideo production and live streaming services via green-screen studio production. All these services are provided by the Company’s own inhouse production team and the resulted video and live stream are broadcasted at the client’s website. The revenue derived is not dependent on the number of users of catTHIS app.

Currently the Company has yet to generate any advertising revenue as direct result of catTHIS’s app user big data and does not plan to charge app users solely on catalogue management services. The Company intend to monetize app user data in the future via advertising sales to corporate clients pursuantin two methods, namely advertising space within the app and active push notifications to marketing and studio production service.targeted users.

The Company target to start monetizing on the app user big data when the number of app users exceed 100,000.

Cost of Revenue and Gross Margin

For the period from June 25,January 4, 2021 (Date of Inception) to December 31, 2021, cost incurred in providing marketing and studio production services is $3,017. The Company generates Grossgross profits of $1,810.

Other income

For the period from June 25,January 4, 2021 (Date of Inception) to December 31, 2021, the Company generated other income of $356 which was primarily gain from foreign currency translation arise during bank remittance of shares subscription and day to day operations.

Selling and Distribution Expenses

For the period from June 25,January 4, 2021 (Date of Inception) to December 31, 2021, the Company had selling and distribution expenses in the amount of $28,873 which was primarily comprised of advertising and transportation fee.

General and Administrative Expenses

For the period from June 25,January 4, 2021 (Date of Inception) to December 31, 2021, the Company had general and administrative expenses in the amount of $281,825, which was primarily comprised of professional fees consultation fees, and cost of upkeep of office. The nature of the consultation fee is related to the group’s business expansion and management consultation fee.

Net Loss

For the period from June 25,January 4, 2021 (Date of Inception) to December 31, 2021, the Company has incurred a net loss of $312,597.

Liquidity and Capital Resources

For the period from June 25,January 4, 2021 (Date of Inception) to December 31, 2021, we had $345,678 of cash and cash equivalents respectively. We expect increased levels of operating activities going forward will result in more significant cash flows.

We depend substantially on financing activities to provide us with the liquidity and capital resources we need to meet our working capital requirements and to make capital investments in connection with ongoing operations. From the Company’s date of inception June 25,January 4, 2021 to the period ended (DecemberDecember 31, 2021),2021, we have met these requirements primarily by sales of our common stock.

Cash Used in Operating Activities

For the period from June 25,January 4, 2021 (Date of Inception) to December 31, 2021, net cash used in operating activities was $273,636$310,367 which were the result of our net loss attributable to selling and distribution costs, and professional fees.

Cash Provided from Financing Activities

On January 04, 2021, Company issued 100,000 shares of restricted common stock, with a par value of $0.0001 per share, to Mr. Yeo Choon Pin for initial working capital of $10. Mr. Yeo serves as our Chief Executive Officer, President, Secretary, Treasurer and as member of our Board of Directors.

On June 25, 2021, we acquired 100% of the equity interests of catTHIS Holdings Corp. (herein referred to as the “Malaysia Company”), a private limited company incorporated in Labuan, Malaysia. In consideration of the equity interests of catTHIS Holdings Corp., Ms Ku Shia Ting was compensated $100.

Results of operations for three months ended March 31, 2022

Revenues

For the three months ended March 31, 2022, the Company generated revenue income in the amount of $24,327. The revenue generated was a result of branding and marketing service fees paid by corporate clients which include catalogue management services, video production and live streaming services via green-screen studio production. All these services are provided by the Company’s own inhouse production team and the resulted video and live stream are broadcasted at the client’s website. The revenue derived is not dependent on the number of users of catTHIS app.

Currently the Company has yet to generate any advertising revenue as direct result of catTHIS’s app user big data and does not plan to charge app users solely on catalogue management services. The Company intend to monetize app user data in the future via advertising sales to corporate clients in two methods, namely advertising space within the app and active push notifications to targeted users.

The Company target to start monetizing on the app user big data when the number of app users exceed 100,000.

Cost of Revenue and Gross Margin

For the three months ended March 31, 2022, cost incurred in providing marketing and studio production services is $16,779. The Company generates gross profits of $7,548.

Other income

For the three months ended March 31, 2022, the Company generated other income of $1,115 which was primarily gain from foreign currency translation arise during bank remittance of shares subscription and day to day operations.

Selling and Distribution Expenses

For the three months ended March 31, 2022, the Company had selling and distribution expenses in the amount of $2,421 which was primarily comprised of advertising and transportation fee.

General and Administrative Expenses

For the three months ended March 31, 2022, the Company had general and administrative expenses in the amount of $115,258, which was primarily comprised of professional fees consultation fees, and cost of upkeep of office. The nature of the consultation fee is related to the group’s business expansion and management consultation fee.

Net Loss

For the three months ended March 31, 2022, the Company has incurred a net loss of $117,136.

Liquidity and Capital Resources

For the three months ended March 31, 2022, we had $193,498 of cash and cash equivalents. We expect increased levels of operating activities going forward will result in more significant cash flows.

Cash Used in Operating Activities

For the three months ended March 31, 2022, net cash used in operating activities was $146,682 which were the result of our net loss attributable to selling and distribution costs, and professional fees.

Cash Used in Investing Activities

For the three months ended March 31, 2022, net cash used in investing activities was $3,496. This was mainly arise from the purchase of property, plant and equipment.

Results of operations for six month ended June 30, 2022

Revenues

For the six months ended June 30, 2022, the Company generated revenue income in the amount of $93,283. The revenue generated was a result of branding and marketing service fees paid by corporate clients which include catalogue management services, video production and live streaming services via green-screen studio production. All these services are provided by the Company’s own inhouse production team and the resulted video and live stream are broadcasted at the client’s website. The revenue derived is not dependent on the number of users of catTHIS app.

Currently the Company has yet to generate any advertising revenue as direct result of catTHIS’s app user big data and does not plan to charge app users solely on catalogue management services. The Company intend to monetize app user data in the future via advertising sales to corporate clients in two methods, namely advertising space within the app and active push notifications to targeted users.

The Company target to start monetizing on the app user big data when the number of app users exceed 100,000.

Cost of Revenue and Gross Margin

For the six months ended June 30, 2022, cost incurred in providing marketing and studio production services is $35,202. The Company generates gross profits of $58,081.

Other income

For the six months ended June 30, 2022, the Company generated other income of $7,911 which was primarily gain from foreign currency translation arise during bank remittance of shares subscription and day to day operations.

Selling and Distribution Expenses

For the six months ended June 30, 2022, the Company had selling and distribution expenses in the amount of $21,473 which was primarily comprised of advertising and transportation fee.

General and Administrative Expenses

For the six months ended June 30, 2022, the Company had general and administrative expenses in the amount of $288,009, which was primarily comprised of professional fees consultation fees, and cost of upkeep of office. The nature of the consultation fee is related to the group’s business expansion and management consultation fee.

Net Loss

For the six months ended June 30, 2022, the Company has incurred a net loss of $261,914.

Liquidity and Capital Resources

For the six months ended June 30, 2022, we had $36,334 of cash and cash equivalents. We expect increased levels of operating activities going forward will result in more significant cash flows.

Cash Used in Operating Activities

For the six months ended June 30, 2022, net cash used in operating activities was $295,234 which were the result of our net loss attributable to selling and distribution costs, and professional fees.

Cash Used in Investing Activities

For the six months ended June 30, 2022, net cash used in investing activities was $3,496. This was mainly arise from the purchase of property, plant and equipment.

Results of operations for nine month ended September 30, 2022

Revenues

For the nine months ended September 30, 2022, the Company generated revenue income in the amount of $160,186 . The revenue generated was a result of branding and marketing service fees paid by corporate clients which include catalogue management services, video production and live streaming services via green-screen studio production. All these services are provided by the Company’s own inhouse production team and the resulted video and live stream are broadcasted at the client’s website. The revenue derived is not dependent on the number of users of catTHIS app.

Currently the Company has yet to generate any advertising revenue as direct result of catTHIS’s app user big data and does not plan to charge app users solely on catalogue management services. The Company intend to monetize app user data in the future via advertising sales to corporate clients in two methods, namely advertising space within the app and active push notifications to targeted users.

The Company target to start monetizing on the app user big data when the number of app users exceed 100,000.

Cost of Revenue and Gross Margin

For the nine months ended September 30, 2022, cost incurred in providing marketing and studio production services is $62,541. The Company generates gross profits of $97,645.

Other income

For the nine months ended September 30, 2022, the Company generated other income of $8,354 which was primarily gain from foreign currency translation arise during bank remittance of shares subscription and day to day operations.

Selling and Distribution Expenses

For the nine months ended September 30, 2022, the Company had selling and distribution expenses in the amount of $24,043 which was primarily comprised of advertising and transportation fee.

General and Administrative Expenses

For the nine months ended September 30, 2022, the Company had general and administrative expenses in the amount of $307,059, which was primarily comprised of professional fees consultation fees, and cost of upkeep of office. The nature of the consultation fee is related to the group’s business expansion and management consultation fee.

Net Loss

For the nine months ended September 30, 2022, the Company has incurred a net loss of $253,523 .

Liquidity and Capital Resources

For the nine months ended September 30, 2022, we had $14,850 of cash and cash equivalents. We expect increased levels of operating activities going forward will result in more significant cash flows.

Cash Used in Operating Activities

For the nine months ended September 30, 2022, net cash used in operating activities was $312,421 which were the result of our net loss attributable to selling and distribution costs, and professional fees.

Cash Used in Investing Activities

For the nine months ended September 30, 2022, net cash used in investing activities was $3,496 . This was mainly arise from the purchase of property, plant and equipment.

OUR BUSINESS

Company Overview

We are a startup early-stage company that providingintend to provide digital marketing services through technology. Its leading mobile application “catTHIS” is a digital catalogue management platform that allows users to upload and share PDF catalogues anywhere and from any devices for free. This environmental-friendly service would significantly bring down the number of physical printed catalogues, newspaper advertisement, magazines and other printed materials. The key feature of this digital catalogue management platform is its engagement metrics, which are extremely useful for users to understand how well its catalogue is reaching their audienceaudience.

Industry Overview

This section includes market and industry data that we have developed from publicly available information; various industry publications and other published industry sources and our internal data and estimates. Although we believe the publications and reports are reliable, we have not independently verified the data. Our internal data, estimates and forecasts are based upon information obtained from trade and business organizations and other contacts in the market in which we operate and our management’s understanding of industry conditions.

As of the date of the preparation of this section, these and other independent government and trade publications cited herein are publicly available on the Internet without charge. Upon request, the Company will also provide copies of such sources cited herein.

Digital Advertising and Marketing Market

Southeast Asia (SEA) digital advertising market is expected to grow by 13.93% and reach USD15.35 billion by 2026. Representing the fastest growing regional market in the world. ^[1]

The number of internet users in SEA has grown by more than 10% over the past 12 months in 2019, with internet penetration across the region as a while now well above 60%. Much of this growth in internet users has come from Indonesia, which is also home to Southeast Asia’s largest population. The latest data from the suggest that the number of internet users in Asosiasi Penyelenggara Jasa Internet Indonesia (AJPII) Indonesia has grown by 20% over the past 2 years from 2017 to 2019, equating to an increase of roughly 29 million new users.^[2]

According to Bain and Company Digital Consumers report 2020, the number of digital consumers increased by around 60 million in SEA, a CAGR of 12% from 2018 to 2020. Almost 70% of the 443 million people in Indonesia, Malaysia, the Philippines, Singapore, Thailand and Vietnam are now digital consumers – anyone who has purchased a product or service online (excluding travel) in the past 12 months. This growth was achieved as more non-internet users gained access to a smartphone or web-connected computer.

Marketing Spend (Digital and Traditional)

Source: World Advertising Research Centre, Frost & Sullivan

SEA Marketing Spend Marketing spends in SEA region grew from USD18.4 billion in 2016 to USD22.9 billion in 2019 at a CAGR of 7.4%. Even though traditional segment accounted for 76.6% of marketing spend in SEA region in 2019, digital segment grew at a CAGR of 20.5% between 2016 and 2019. Marketing spend on digital segment in individual countries varies considerably, with more advanced economies like Singapore adopting digital marketing at a quicker pace. Nonetheless, marketing spend on digital segment in other countries are expected to record higher growth rate due to increasing smartphones/ tablets users, higher internet penetration rate as telco operators pushing for high-speed internet and free public WiFi becoming more accessible, among others.

Source: World Advertising Research Centre, Frost & Sullivan

^[2]Source : Digital in Southeast Asia

https://datareportal.com/reports/digital-2019-spotlight-ecommerce-in-southeast-asia

^[3]Source :Digital comsumer of tomorrow,here today

https://www.bain.com/globalassets/noindex/2020/facebook_and_bain_and_company_report_digital_consumers_of_tomorrow_here_today.pdf

Our Operations

Our leading mobile application “catTHIS” is a digital catalogue management platform that allows users to upload and share PDF catalogues anywhere and from any devices for free. This environmental-friendly service would significantly bring down the number of physical printed catalogues, newspaper advertisement, magazines and other printed materials. The key feature of this digital catalogue management platform is its engagement metrics, which are extremely useful for users to understand how well its catalogue is reaching their audience as following:

Core competency

Ability of digital catalogue platform to connect user and potential seller catTHIS App allows user to save digital catalogue and marketing materials effortlessly by using QR scanner which allow for quicker progression in marketing events as the visitors can just scan through their QR scanner for marketing materials. The App also have the ability to allow users to gain access to real-time data whenever there is an update or editing action being taken by the catalogue uploader, thus users do not need to print a new set of catalogues which can be costly, especially if the changes are minor.

In addition, the chat function also allows for the sales process to be faster compared to the physical catalogue which requires the buyer to contact the representative from the seller for further action. The chat function can act as customer service and repeat sales channel as sellers can continuously promote their products and services with their buyers and buyers can contact their sellers for after-sales services such as maintenance services.

Targeted marketing through big data and analytics The analytics function allows users to find out the number of people that have downloaded or saved the catalogues which allow users to track and gain information on potential sales. An user’s act of downloading or saving the catalogue is a behavioral cue that they might have some interest in the products and services highlighted by the catalogue. The probability of converting such users into actual buyers is higher than those that shows no interest. Sellers can then better target their marketing efforts on the catTHIS App by focusing on the data provided by the App to increase the success rate of their marketing campaigns.

catTHIS intend to provide targeted marketing services to retailers where they can leverage this data at a low fee while complying with data protection regulations to reach out to prospective app users. Retailers will be able to avail catTHIS targeted marketing feature to target potential app users in a specific country by identifying their targeted market based on selected tags associated with the product or service catalogue. For instance, a furniture company can specifically target potential app user by filtering those who have downloaded or have seen catalogues related to furniture in the past one month.

Marketing

We are aims to establish a platform for business marketing through e-catalogues internationally. Our marketing initiatives include participating in exhibition shows, event talks, ads (digital, cinema, influencer marketing), building strategic alliance, etc. Our founder Mr. Yeo has also won many awards and accolades for its innovative marketing solution. Mr. Yeo has also attended several events such as Industrial Transformation Asia-Pacific (ITAP 2019, Korea-Malaysia B2B Business Meeting 2019, Malaysia Medical Device Expo 2019 (MEDEX) and Smart Manufacturing Tech 4.0.

The ongoing COVID-19 pandemic had changed the buying behavior of consumers such that buyers have reverted to online purchases which significantly increase the online traffic. This accelerate the internet adoption for users while catTHIS is positioning itself to fully capitalize on this global direction.

Our official website is https://catthis.com/.We intend to improve the visibility of our corporate website through various marketing channels such as search engine marketing, omnichannel options on Twitter, LinkedIn and Facebook etc. The company has plan to create market expansion through joint ventures or strategic collaborations with software development organization in countries such as Philippines, Indonesia, Thailand.

catTHIS plans to participate frequently in several international or regional scale industry roadshows, conferences and exhibitions to promote its digital catalogues management to potential markets in South East Asia.

All of the above marketing plans have not yet been determined in sufficient detail to outline at this time, and remain under development.

Competition

Our existing product is a combination between social media marketing, cloud storage and file management system. We see a demand in this space of which no direct competitors are providing the same services in South East Asia. Our distinctive e-catalogue management system is different from those features offered by existing social media platform such as Facebook, Instagram, Dropbox, Google Drive and etc.

Future Plans

catTHIS plans to continue to enrich its App with more features going forward, with future development focus on the following key areas:

Enterprise Version - allows enterprise-wide sharing of catalogues, by HQ to specific countries/regions where catalogues would be assigned to specific divisional heads and then to the field sales force, simultaneously maintaining quality control from HQ.

Event Registration feature - allow organizers to have access to all details of visitors who visited their exhibition.

Enhanced analytics capabilities - more business metrics such as product popularity, sales force effectiveness, customer preferences, product trends etc.

catTHIS intends to focus more on user acquisition through various channel but centralizing its efforts based on the catTHIS App.

catTHIS will also focus in provisioning Information Technology support in metaverse project. The service including to build metaverse cities, metaverse front-end and back-end development, website creation and server maintenance. In this metaverse project, catTHIS intend to build metaverse which has capabilities to host a minimum 1,000 users and capable of hosting minimum 90 virtual shop with various user and merchant functionalities. Therefore, catTHIS able to gain primary data from the user in metaverse city for marketing research purposes to enhance catTHIS marketing database.

Our Employees

Our only employee is our Mr. Yeo, our chief executive officer. We employ nine independent contractors who provide technical and administrative support. Mr. Yeo and our contractors devote up to 30 hours per week, but are prepared to devote more time if necessary.

We do not presently have pension, health, annuity, insurance, stock options, profit sharing, or similar benefit plans; however, we may adopt plans in the future. There are presently no personal benefits available to our employees, Officers and/or Directors.

Our Facilities

We lease 1,841 square foot office space for a monthly rental of MYR 6,500. Our executive offices and operations are located in this space. The space is located in an office building at A-9-3, Northpoint Office, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur, Malaysia. We believe this office space is sufficient for our needs for 2 years.

Legal Proceedings

From time 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 business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations. We may become involved in material legal proceedings in the future.

OUR MANAGEMENT

The following table sets forth information about our sole directors and executive officer at the date of this prospectus:

Our stockholders elect our directors. Our directors serve terms of one year and are generally elected at each annual stockholders meeting. Each director will remain in office until his successor is elected. We do not have independent directors using the definition of independence contained in the NASDAQ listing rules. Our executive officers are elected by the board of directors and their terms of office are at the discretion of the board of directors, subject to terms and conditions of their respective employment agreements, if any. We have the authority under Nevada law and our bylaws to indemnify our directors and officers against certain liabilities. We have been informed by the U.S. Securities and Exchange Commission that indemnification against violations of federal securities law is against public policy and therefore unenforceable.

Management Biography

Mr. Yeo is our sole director and executive officer. For more than 30 years, Mr. Yeo has been actively involved in media and publishing industries, during which he has developed an extensive international network and resources. In 2002, he was elected as a Council Member in Singapore Confederation of Industries (now known as the Singapore Manufacturing Federation), and was instrumental in supporting numerous incoming and outgoing trade delegations in Asia. In 2003, Mr. Yeo was invited by the Malaysian government to relocate its operation into Malaysia, and shortly after, established the Automation Technology Industry Group under the aegis of Federation of Malaysian Manufacturers (FMM) and became the first Chairman representing the voice of the industrial automation industry in Malaysia. In 2004, after the launch of the Thailand Elite Club by Tourism Authority of Thailand, Mr. Yeo was appointed as Vice President that represents the Thailand Elite Membership Project in Singapore and Malaysia. In 2007, he was appointed by Board of Investments (BOI) of Thailand to assist in the collaboration programs of the Alliance of Supporting Industries Association (ASIA) and making Automation Technology Group in Thailand as the 14th industry grouping in the alliance. In 2020, he was appointed Secretary of Communication and Media of Brunei Darussalam BIMP-EAGA Business Council (BDBEBC), an umbrella organization for the private sector in the subregion and enjoys “fifth country” status in EAGA co-operation. Also in 2020, Mr. Yeo was also appointed as Chairman (Singapore Representative) of ASEAN Chamber of Commerce and Industry.

BOARD COMMITTEES

Our board of directors does not have compensation, nominating, audit committees or any other committees. Our board of directors has not adopted a code of ethics.

HOW WE COMPENSATE OUR MANAGEMENT

We have paid Mr. Yeo cash compensation since August, 2021 aggregate amount as of December 31, 2021 was $76,414.

EMPLOYMENT AGREEMENTS

At the date of this prospectus, we do not have any employment agreements.

HOW WE COMPENSATE OUR DIRECTOR

We do not compensate the director separately from his executive compensation.

WHO OWNS OUR COMMON STOCK

Our principal stockholders are set forth in the following table. These principal stockholders include:

We believe each of these persons has sole voting and investment power over the shares they own, unless otherwise noted. The address of our directors and executive officers is our address.

RELATED PARTY TRANSACTIONS AND RELATIONSHIPS

We

As at June 30, 2022, we have paid consulting fees in thetotal amount of $104,238$264,639 to SEATech Ventures (HK) Limited. The nature of this consulting fee is related to the group’s business mentoring, nurturing, incubation services and corporate development, fund raising strategy and other related advisory services. SEATech Ventures (HK) Limited is a subsidiary of SEATech Ventures Corp.(2) which owns 14.99% our common stock at the date of this prospectus. We may continue to use the services of SEATech in the future. You have no assurance substantially identical services would not be available from unrelated third parties at a lower cost.

On June 25, 2021, we acquired 100% of the equity interests of catTHIS Holdings Corp. (herein referred to as the “Malaysia Company”), a private limited company incorporated in Labuan, Malaysia. In consideration of the equity interests of catTHIS Holdings Corp., Ms Ku Shia Ting was compensated $100. Ms. Ku Shia Ting is the spouse of our Director, Chief Executive, President, Chief Financial Officer and Secretary, Mr. Yeo Choon Pin.

MARKET INFORMATION AND RELATED STOCKHOLDER MATTERS

Public Market Information

At the date of this prospectus, there is no public market for our common stock. We plan to make arrangements with a securities broker-dealer to apply for a trading symbol and, when issued, as a market maker publish quotes for our common stock. We expect our common stock to be quoted on the OTCQB under the symbol  “________”. We expect the Financial Industry Regulatory Authority (FINRA) will issue our symbol when we close the offering made by this prospectus.

Our Stockholders

At the date of this prospectus, we have 119 record and beneficial holders of our common stock.

Dividends

We have not paid a cash dividend on our common stock and do not expect to pay a cash dividend in the foreseeable future. Our board of directors has the sole authority to declare dividends. Our payment of dividends in the future will depend on our earnings, capital requirements, expansion plans, financial condition and other relevant factors.

Our Transfer Agent

We will maintain our own stock issuance and transfer records until we have satisfied the conditions to close the offering made by this prospectus.

HOW WE PLAN TO OFFER AND SELL OUR SHARES

We are offering 1,000,000 shares of our authorized but unissued common stock for sale pursuant to this prospectus in a “self-underwritten”, no minimum public offering. We will use funds from acceptable subscriptions upon receipt. We do not have an underwriter to assist us in the sale of the shares. We are dependent upon our chief executive officer, Mr. Yeo, to offer the shares on our behalf. See “Our Management”. Mr. Yeo will not receive compensation for sales of the shares. Mr Yeo will prioritize the sale of shares of behalf of the Company and will not sell his own shares until all 1,000,000 primary offering of Company’s shares are fully sold. We will rely on Rule 3(a)4-11 in that Mr.Yeo has never been either a registered securities broker-dealer or an affiliate or associated person thereof. We will receive the net proceeds from the sale of the shares. You have no assurance we will be able sell all of the shares. We expect to sell the shares in transactions negotiated directly with investors or their representatives. This offering will terminate upon the earliest of such time as all of the common stock has been sold pursuant to the registration statement or 365 days from the effective date of this prospectus, unless extended by our directors for an additional 90 days. We may however, at any time and for any reason terminate the offering. Subscribers’ funds received prior to our sale of all the shares will not be placed in an escrow account nor be refundable.

HOW SELLING STOCKHOLDERS MAY SELL THEIR SHARES

Selling stockholders may sell their shares in private transactions until a public market is available for our common stock once a public market is available, selling stockholders may offer and sell their shares in normal brokerage transactions and would expect to pay ordinary and customary brokerage fees and expenses in connection with such sales. The sale price of selling stockholders will be $1.00 per share. The Company is paying all the expenses of this offering by both the Company and by selling stockholders, no including any commissions, discounts or brokerage fees incurred by selling stockholders.

SELLING SHAREHOLDERS

The shares being offered for resale by the selling stockholders consist of 20,384,950 shares of our common stock. The following table sets forth the name of the selling stockholders, the number of shares of common stock beneficially owned by each of the selling stockholders as of (filing S1 date) and the number of shares of common stock being offered by the selling stockholders. The shares being offered hereby are being registered to permit public secondary trading, and the selling stockholders may offer all or part of the shares for resale from time to time. However, the selling stockholders are under no obligation to sell all or any portion of such shares nor are the selling stockholders obligated to sell any shares immediately upon effectiveness of this prospectus. All information with respect to share ownership has been furnished by the selling stockholders.

Notes to the above table:

(1) Yeo Choon Pin is our Chief Executive Officer and Director.

(2) Chin Chee Seong is the Chief Executive Officer and controlling shareholder of SEATech Venture Corp.

(3) Irene Ting Chui Teen is the director and controlling shareholder of Bezeus Sdn Bhd.

(4) Chia Min Kiat @ Chea Min Kiat is the director and controlling shareholder of CMK Ventures Sdn Bhd.

(5) Cheang Lai Ann is the director and controlling shareholder of CT Talent Sdn Bhd.

Note: The Percent of common stock owned after offering (if all shares are sold) is calculated under the assumption 100% of the shares are sold herein pursuant to the offering by the selling shareholders and also that of the Company. Additionally, the selling shareholders are also deemed to be underwriters of this offering.

SHARES ELIGIBLE FOR FUTURE SALE

Sales of substantial amounts of our common stock in the public market could adversely affect prevailing market prices of our common stock. We expect to have 106,352,550 shares of our common stock issued and outstanding which are subject to the requirements of Rule 144 both as “restricted stock” and primarily stock held by our affiliates. Under Rule 144, as now in effect, restricted securities of an issuer who has been filing reports with the U.S. Securities and Exchange Commission for at least ninety days may be resold into the public market without any limitation on amount beginning the later of six months after the stockholder acquired their shares from us. After this six month period, our affiliates will be limited to selling not more than one percent of the then issued and outstanding number of our shares in any three month period, must file a Form 144 with the Commission and must sell the shares in unsolicited “broker’s transactions”, as defined in the rule and are subject to other limitations.

DESCRIPTION OF OUR SECURITIES

The following description of our common stock is qualified in its entirety by reference to our Articles of Incorporation, as amended, our bylaws and Nevada corporation law. We are authorized to issue 600,000,000 shares of common stock, $0.0001 par value per share. At the date of this prospectus, we have 126,737,500 shares of common stock issued and outstanding. If we sell the 1,000,000 shares of stock offered by this prospectus, we will have 127,737,500 shares of common stock issued and outstanding. Holders of our common stock:

Preferred stock

We have filed Articles of Amendment authorizing us to issue 200,000,000 shares of preferred stock the features of which will be determined by the board of directors at the time of issue.

LEGAL MATTERS

Certain legal matters with respect to the validity of the shares of common stock to be distributed pursuant to this prospectus will be passed upon for us by Jackson L. Morris, Attorney at Law, St. Petersburg, Florida.

EXPERTS

Our financial statements at inception have been included in this prospectus in reliance on the report of JP CENTURION & PARTNERS PLT, Certified Public Accountants, of Kuala Lumpur, Malaysia, an independent registered certified public accounting firm, given on the authority of such firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION ABOUT US

We have filed a registration statement on Form S-1 under the Securities Act with the U.S. Securities and Exchange Commission for the common stock offered by this prospectus. This prospectus does not include all of the information contained in the registration statement. You should refer to the registration statement and our exhibits for additional information. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are not necessarily complete and you should refer to the exhibits attached to the registration statement for copies of the actual contract, agreement or other document. When we complete this offering, we will also be required to file annual, quarterly and special reports and other information with the SEC.

You can read our SEC filings, including the registration statement of which this prospectus is a part, and exhibits, over the Internet at the SEC’s website at www.sec.gov. You may also read and copy any document we file with the SEC at our Public Reference Room located at 100 F Street, N.E., Washington, D.C. yor20549. You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Room of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room.

INDEX TO FINANCIAL STATEMENTS

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the ShareholdersStockholders and Board of Directors of catTHIS Holdings Corp.

A-9-3, Northpoint Office,

Mid Valley City,

Lingkaran Syed Putra,

59200 Kuala Lumpur,

Malaysia.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheetsheets of catTHIS Holdings Corp. and subsidiary (the ‘Company’) as of December 31, 2021 and the related consolidated statements of income,operations and comprehensive loss, stockholders’ equity, and cash flows for the yearperiod ended of December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the yearperiod ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our auditaudits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Going concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, for the period ended December 31, 2021, the Company incurred a net losssuffered operating losses during the financial period amounted $312,597, had an accumulated deficit of $312,597 and has yet to generate revenue.negative operating cash flows of $310,367 as of December 31, 2021. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to theseregarding those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the Board of Directors (Those Charged with Governance) that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. We determined that there are no critical matters.

CATTHIS HOLDINGS CORP.

CONSOLIDATED BALANCE SHEETSHEETS

At December 31, 2021

(Currency expressed in United States Dollars (“USD”), except for number of shares)

See accompanying notes to consolidated financial statements.

CATTHIS HOLDINGS CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

For the period endedfrom January 4, 2021 to December 31, 2021

(Currency expressed in United States Dollars (“USD”), except for number of shares)

See accompanying notes to consolidated financial statements.

CATTHIS HOLDINGS CORP.

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

For the period endedfrom January 4, 2021 to December 31, 2021

(Currency expressed in United States Dollars (“USD”), except for number of shares)