Mon Space Net POS AM Prospectus update (post-effective amendment)

As filed with the Securities and Exchange Commission on January 3, 2018

Registration No. 333-210519

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MON SPACE NET INC.

(Exact name of registrant as specified in its Charter)

Nevada	7370	81-2629386
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification Number)

100.3.041, 129 Offices,

Block J, Jaya One,

No. 72A, Jalan Universiti,

Section 13, 46200

Petaling Jaya, Malaysia

+60322820888

(Address, including zip code, and telephone number,

Including area code, of registrant’s principal executive offices)

VCorp Services, LLC

1645 Village Center Circle, Suite 170

Las Vegas, Nevada 89134

(707) 525-9900

(Name, address, including zip code, and telephone number,

Including area code, of agent for service)

Copies of communications to:

William S. Rosenstadt, Esq.

Mengyi “Jason” Ye, Esq.

Yarona L. Yieh, Esq.

Ortoli Rosenstadt LLP

501 Madison Avenue - 14th Floor

New York, New York 10022

(212)-588-0022

Approximate date of commencement of proposed sale to the public: from time to time after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act Registration Statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ☐

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

	Large accelerated filer ☐			Accelerated filer ☐
	Non-accelerated filer ☐			Smaller reporting company ☒
	(Do not check if a smaller reporting company)			Emerging growth company ☒

If an emerging growth company, indicate by check market 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. ☒

EXPLANATORY NOTE

On March 31, 2016, the registrant filed a registration statement with the U.S. Securities and Exchange Commission, or SEC, on Form S-1 (File No. 333-210519), which was amended by pre-effective amendment No. 1 to Form S-1 filed on July 8, 2016, pre-effective amendment No. 2 filed on August 25, 2016, pre-effective amendment No. 3 filed on September 13, 2016 and pre-effective amendment No. 4 filed on September 23, 2016, and declared effective by the SEC on September 30, 2016 (as amended, the “Registration Statement”).

This Post-Effective Amendment No. 1 to the Registration Statement is being filed pursuant to the undertakings in the Registration Statement to update and supplement the information contained in the therein to update Part I of the prospectus with the information contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 as filed with the SEC on April 17, 2017 and to make certain other updates contained herein.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission (the “SEC”) becomes effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION ON JANUARY 3, 2018

MON SPACE NET INC.

330,000 SHARES OF COMMON STOCK

The selling shareholders named in this prospectus are offering all of the shares of Common Stock offered through this prospectus. The Common Stock to be sold by the selling shareholders as provided in the “Selling Security Holders” section is Common Stock that are shares that have already been issued and are currently outstanding. We will not receive any proceeds from the sale of the Common Stock covered by this prospectus.

Since December 2016, our common shares have been quoted on the OTCQB marketplace of OTC Markets, or OTCQB, under the symbol “MSNI.” There has not yet been any trading in the shares on the OTCQB. Prior to December 2016, there was no public trading market for our Common Stock.

We are an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and are subject to reduced public company reporting requirements.

Investing in our Common Stock involves a high degree of risk. See “Risk Factors” beginning on page 3 to read about factors you should consider before buying shares of our Common Stock.

NEITHER THE SEC 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: ________________.

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Please read this prospectus carefully. It describes our business, our financial condition and results of operations. We have prepared this prospectus so that you will have the information necessary to make an informed investment decision.

You should rely only on information contained in this prospectus. We have not authorized any other person to provide you with different information. This prospectus is not an offer to sell, nor is it seeking an offer to buy, these securities in any state where the offer or sale is not permitted. The information in this prospectus is complete and accurate as of the date on the front cover, but the information may have changed since that date.

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PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all the information that you should consider before investing in the Common Stock. You should carefully read the entire prospectus, including “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Financial Statements, before making an investment decision. In this prospectus, the terms “Mon Space,” “Company,” “we,” “us” and “our”, “our company” refer to Mon Space Net Inc.

For the sake of clarity, this prospectus follows Malaysian naming convention of last name followed by first name. For example, the name of our chief executive officer will be presented as “Lai Chai Suang,” even though, in the United States, Ms. Lai’s name is presented as “Chai Suang Lai.”

Overview

Incorporated on December 31, 2015 under the laws of the State of Nevada, Mon Space Net Inc (“Mon Space”) commenced its business on April 2017 via its wholly owned subsidiary, MSNI (M) Sdn Bhd, a company incorporated under the laws of Malaysia, whereby it partnered with Monspacemall Sdn Bhd to operate an e-commerce business through website www. monspacemall.com, which is a business to business to consumer model. Mon Space provides consumer databases to the e-commerce business and Monspacemall Sdn Bhd provided the engine and the operation of the e-commerce business. Mon Space’s revenue is generated on a fixed percentage of revenue of the e-commerce business.

In February 2016, we closed a Regulation S offering in which thirty-seven (37) investors subscribed to the aggregate purchase of 208,330,000 shares of Common Stock, at a purchase price of $0.001 per share for an aggregate offering price of $208,330. In February 2016, we received $8,330 for 8,330,000 shares that were issued in February 2016. In August 2016, we received the remaining $200,000 and issued the remaining 200,000,000 shares.

On September 22, 2017, we incorporated MSNI (HK) Limited, a company formed under the laws of Hong Kong (“MSNI Hong Kong”) as a wholly-owned subsidiary of the Company.

Where You Can Find Us

The Company's principal executive office and mailing address is 100.3.041, 129 Offices, Block J, Jaya One, No. 72A, Jalan University, Section 13, 46200, Petaling Jaya, Malaysia. Our telephone number is 60322820888.

Implications of Being an Emerging Growth Company

We qualify as an emerging growth company as that term is used in the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

	●	A requirement to have only two years of audited financial statements and only two years of related MD&A;
	●	Exemption from the auditor attestation requirement in the assessment of the emerging growth company’s internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002;
	●	Reduced disclosure about the emerging growth company’s executive compensation arrangements; and
	●	No non-binding advisory votes on executive compensation or golden parachute arrangements.

We have already taken advantage of these reduced reporting burdens in this prospectus, which are also available to us as a smaller reporting company as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”) for complying with new or revised accounting standards. We have elected to use the extended transition period provided above and therefore our financial statements may not be comparable to companies that comply with public company effective dates.

We could remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

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The Offering

Common stock offered by selling security holders		330,000 shares of Common Stock. This number represents 0.18% of our current outstanding Common Stock.

Common stock outstanding before the offering		213,330,000 shares of Common Stock.

Common stock outstanding after the offering		213,330,000 shares of Common Stock.

Terms of the Offering		The selling security holders will determine when and how they will sell the common stock offered in this prospectus. The selling security holders will sell at a fixed price of $0.10 per share for the duration of the offering.

Termination of the Offering		The offering will conclude upon the earliest of (i) such time as all of the common stock has been sold pursuant to the registration statement or (ii) such time as all of the common stock becomes eligible for resale without volume limitations pursuant to Rule 144 under the Securities Act (iii) or we decide at any time to terminate the registration of the shares at our sole discretion.

Trading Market		Since December 2016, our common shares have been quoted on the OTCQB of OTC Markets, or OTCQB, under the symbol “MSNI.” There has not yet been any trading in the shares on the OTCQB.

Use of proceeds		We are not selling any shares of the Common Stock covered by this prospectus. As such, we will not receive any of the offering proceeds from the registration of the shares of Common Stock covered by this prospectus.

Risk Factors		The Common Stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors” beginning on page 3.

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RISK FACTORS

The shares of our Common Stock being offered for sale are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford to lose the entire amount invested in the Common Stock. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth in the following risk factors and elsewhere in this registration statement. Before purchasing any of the shares of Common Stock, you should carefully consider the following factors relating to our business and prospects. If any of the following risks actually occurs, our business, financial condition or operating results could be materially adversely affected. In such case, you may lose all or part of your investment. You should carefully consider the risks described below and the other information in this prospectus before investing in our Common Stock.

Risks Related to Our Business

LIMITED OPERATING HISTORY

We were incorporated under the laws of the State of Nevada on December 31, 2015. As of December 31, 2016, we had limited operations and generated no revenue. As of September 30, 2017, we generated $357,547 of revenues from related party transactions. There can be no assurance that our management will be successful in completing our business development plans, implementing the corporate infrastructure to support operations at the levels called for by our business plan, devise a marketing plan to successfully reach customers who will purchase the various goods and products sold on our website or that our company will generate sufficient revenues to meet our expenses or to achieve or maintain profitability.

LIQUIDITY AND GOING CONCERN

The Company generated revenue from the collaboration arrangement with a related party for the nine months ended September 30, 2017 and had retained earnings of $2,374 as of September 30, 2017. As of September 30, 2017, the Company had cash and cash equivalents of $21,426 and receivables from a related party of $331,613. We estimate that based on current plans and assumptions, our available working capital will be sufficient to satisfy our cash requirements under our present operating expectations for up to 12 months. However, the Company’s working capital resource significantly relies on the operation of a website controlled by a related party from a collaborative arrangement. Accordingly, the Company’s continuation as a going concern is also dependent on its ability to execute its operational plan to diversify its sources of cash flows from operations to meet its obligations and/or obtaining additional financing from its shareholders or other sources, as may be required. There can be no assurance that the necessary debt or equity financing will be available, or will be available on terms acceptable to our company.

FAILURE TO MANAGE RELATIONSHIPS WITH OUR VENDORS

Maintaining good relationships with suppliers of products and services that are offered through our website that compete with each other can be difficult. For example, suppliers of similar products may compete for desirable virtual shelf space or priority exposure of their products on our website to our customer base. There can be no assurance that our current vendors will continue to offer their products and services through our website, or that we will be able to establish new or extend current vendor relationships to ensure a steady supply to our members in a timely and cost-efficient manner. If we are unable to develop and maintain good relationships with these manufacturers and distributors, it may inhibit our ability to offer products and services demanded by our customers, or to offer them in sufficient quantities and at prices acceptable to them. In addition, if our vendors cease to provide us with favorable pricing or payment terms or return policies, our working capital requirements may increase and our operations may be materially and adversely affected. Any breakdown in our relationships with the manufacturers and distributors, or a failure to timely resolve disputes with or complaints from our vendors, could materially and adversely affect our business, prospects, and results of operations.

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CONFLICTS OF INTERESTS MAY ARISE FROM OTHER BUSINESS ACTIVITIES OF MS. LAI, OUR CHIEF EXECUTIVE OFFICER.

Ms. Lai Chai Suang, our Chief Executive Officer. is involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, Ms. Lai may face a conflict in selecting between our company and her other business interests. We have not formulated a policy for the resolution of such conflicts. In addition, Ms. Lai currently only devotes about 2 days a week to our business. Ms. Lai’s inability to commit full-time to our company may have a material adverse effect on the results of our operation.

CONFLICTS OF INTERESTS MAY ARISE FROM OTHER BUSINESS ACTIVITIES OF OUR DIRECTORS, MR. LOW AND MR. CHAN.

Mr. Low Koon Poh, our Director, is currently involved in other business activities, including as the President, Secretary, Treasurer and CFO of NextGlass Technologies Corporation and Director of Glocorp, Inc., both of which are also currently in the process of becoming listed on OTC Markets. Mr. Chan Food Weng is currently the Director of Glocorp, Inc. Mr. Low and Mr. Chan may also in the future become involved in other business opportunities. If a specific business opportunity becomes available, Mr. Low and Mr. Chan may face a conflict in selecting between our company and their other business interests. We have not formulated a policy for the resolution of such conflicts. In addition, both Mr. Low and Mr. Chan currently devote about 2 days a week each to our business. Their inability to commit full-time to our company may have a material adverse effect on the results of our operation.

COUNTERFEIT PRODUCTS SOLD AT OUR WEBSITE

We anticipate to offer goods and products from all over the world. Those manufacturers and distributors are separately responsible for sourcing the products they sell on our website. Although we plan to adopt necessary measures to verify the authenticity of products sold on our website and minimize potential infringement of third-party intellectual property rights in the course of sourcing and selling products, we may not always be successful. In the event that counterfeit or infringing products are sold on our website, we could face claims that we should be held liable for selling counterfeit products or infringing on others’ intellectual property rights. If there is a successful claim against us, we might be required to pay substantial damages or refrain from further sale of the relevant products. Moreover, regardless of whether we successfully defend against such claims, our reputation could be severely damaged. Successful claims of infringement of third-party intellectual property rights against us is a violation by the sellers of products and services on our website of agreements we have with such sellers, which automatically terminates such agreement, and any damages obtained against us may be deducted from sales by such sellers. Any of these events could have a material adverse effect on our business, results of operations, or financial condition.

FAILURE TO COMPLY WITH GOVERNMENTAL LAWS OR REGULATIONS

In connection with the operation of our business, we are subject to extensive federal, state and local laws and regulations, including those related to:

●

management and protection of the personal data of our employees and customers;

●

sales tax; and

●

various federal, state and local laws relating to, among other things, business, health, tax codes.

These laws and regulations are complex, which complicates monitoring and compliance. As a result, regulatory risks are inherent in our operations. We may experience material difficulties or failures with respect to compliance with these laws and regulations in the future. Our failure to comply with these laws and regulations could result in litigation, fines, penalties, judgments or other sanctions, any of which could adversely affect our business, operations and reputation.

SIGNIFICANT ADVERSE IMPACT TO OUR CAPITAL RESERVE OF ANY LIABLE UNINSURED CLAIM

We may not have sufficient insurance to cover potential risks and liabilities, including, but not limited to, injuries or economic losses arising out of or relating to our omission or errors in providing our services. Even if we decide to obtain additional insurance coverage in the future, it is possible that: (1) we may not be able to get enough insurance to meet our needs; (2) we may have to pay very high premiums for the additional coverage; (3) we may not be able to acquire any insurance for certain types of business risk; or (4) we may have gaps in coverage for certain risks. We may be exposed to potential uninsured claims for which we could have to expend significant amounts of capital. Consequently, if we were found liable for a significant uninsured claim in the future, we may be forced to expend a significant amount of our capital to resolve the uninsured claim.

OUR ABILITY TO ADAPT TO CONSTANTLY CHANGING CONSUMER PREFERENCES

The e-commerce and retail industries are subject to changing consumer preferences. Consequently, we must stay abreast of emerging lifestyle and consumer trends and anticipate trends that will appeal to existing and potential customers. If our members cannot find their desired products on our website, they may stop purchasing products and services on our website, stop visiting our website, or visit less often. If we do not anticipate, identify, and respond effectively to consumer preferences or changes in consumer trends at an early stage, we may not be able to generate our desired level of sales. Such circumstances could materially and adversely affect our business, financial condition, and results of operations.

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INTERRUPTION IN THE FUNCTIONING OF OUR NETWORK OR SERVICES

We conduct all of our transactions through our website, and the proper functioning of our website is essential to our business. Our website is subject to unanticipated interruptions through failures of our software or network or virus attacks. The satisfactory performance, reliability, and availability of our website, our transaction-processing systems, and our network infrastructure are critical to our success and our ability to attract and retain customers. Any system interruptions caused by telecommunications failures, computer viruses, hacking or other attempts to harm our systems that result in the unavailability or slowdown of our website or reduced order fulfillment performance would reduce the volume of products and services sold and the attractiveness of offerings at our website. Our servers may also be vulnerable to computer viruses, physical or electronic break-ins, and similar disruptions, which could lead to interruptions, delays, loss of data, or the inability to accept and fulfill customer orders. We may also experience interruptions caused by reasons beyond our control. There can be no assurance that such unexpected interruptions will not happen and occurrences could damage our reputation and result in a material decrease in our revenues.

DEPENDENCE ON KEY PERSONNEL

The Company will be dependent on its key executives for the foreseeable future. The loss of the services from our officers could have a material adverse effect on the operations and prospects of the Company. Our officers are expected to handle all marketing and sales efforts and manage the operations in the early stage. Their responsibilities include developing and maintaining the customer base for our website, launching our website, and formulating marketing materials to be used as part of ongoing marketing efforts designed to build customer demand for the Company’s products and services. Another seasoned business manager with an interest and skills in the E-commerce industry would be needed to run the Company if the current officers are no longer available. At this time, the Company does not have an employment agreement with any of the officers and directors, though the Company may enter into such an agreement with them on terms and conditions usual and customary for its industry. The Company does not currently have “key man” life insurance on the officers.

INTENSE COMPETITION

We expect the online retail environment to be intensely competitive, and we face competition from established global or regional e-commerce businesses as well as traditional retailers that are expanding into e-commerce.

We compete with our competitors primarily on technological advancements, price and quality of products and services, volume of traffic and users, quality of website and content, strategic relationships, quality of services, effectiveness of sales and marketing efforts, talented staff, and pricing. We believe our particular disadvantages are that we are a new entry to the market and we must recruit and train experienced personnel. Over time, our competitors may gradually build certain competitive advantages over us in terms of greater brand recognition among internet users, better products and services, larger customer and vendor bases, more extensive and well-developed marketing and sales networks, and substantially greater financial and technical resources.

NEED FOR FINANCING

We largely depend on additional capital to implement our business plan and support our operations. Currently, we have no established bank-financing arrangements. Therefore, it is likely we will need to seek additional financing through future private offering of our equity securities, or through strategic partnerships and other arrangements with corporate partners. We have no current plans for additional financing.

We cannot assure you that we will be able to raise the working capital as needed on terms acceptable to us, if at all. The sale of additional equity securities will result in dilution to our shareholders. The occurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financing covenants that would restrict our operations.

If we are unable to raise capital as needed, we are required to reduce the scope of our business development activities, which could harm our business plans, financial condition and operating results, or cease our operations entirely, in which case, you will lose all your investment.

ADVERSE EFFECT TO YOUR INTEREST UPON ADDITIONAL FINANCING

If we raise additional capital subsequent to this offering through the issuance of equity or convertible debt securities, the percentage ownership of our company held by existing shareholders will be reduced and those shareholders may experience significant dilution. In addition, we may also have to issue securities that may have rights, preferences and privileges senior to our Common Stock. In the event we seek to raise additional capital through the issuance of debt or its equivalents, this will result in increased interest expense.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Our Articles of Incorporation and By-Laws include provisions that eliminate the personal liability of the directors of the company for monetary damages to the fullest extent possible under the laws of the State of Nevada or other applicable law. These provisions eliminate the liability of directors to the Company and its shareholders for monetary damages arising out of any violation of a director of her fiduciary duty of due care. Under Nevada law, however, such provisions do not eliminate the personal liability of a director for (i) breach of the director’s duty of loyalty, (ii) acts or omissions not in good faith or involving intentional misconduct or knowing violation of law, (iii) payment of dividends or repurchases of stock other than from lawfully available funds, or (iv) any transaction from which the director derived an improper benefit. These provisions do not affect a director’s liabilities under the federal securities laws or the recovery of damages by third parties.

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ALL OF OUR DIRECTORS AND OFFICERS RESIDE OUTSIDE THE UNITED STATES, WITH THE RESULT THAT IT MAY BE DIFFICULT OR IMPOSSIBLE FOR INVESTORS TO ENFORCE WITHIN THE UNITED STATES ANY JUDGMENTS OBTAINED AGAINST US OR OUR DIRECTOR OR OFFICER.

All of our directors and officers reside in Malaysia. Consequently, it may be difficult for United States investors to affect service of process within the United States upon our officers and directors, or to realize in the United States upon judgments of United States courts predicated upon civil liabilities under U.S. Federal Securities Laws. A judgment of a U.S. court predicated solely upon such civil liabilities may not be enforceable in Malaysia by a Malaysian court if the U.S. court in which the judgment was obtained did not have jurisdiction, as determined by the Malaysian court, in the matter. There is substantial doubt whether an original action could be brought successfully in Malaysia against any of our directors and officers or substantial portion of the capital we have raised from the sale of common stock predicated solely upon such civil liabilities. You may not be able to recover damages as compensation for a decline in your investment.

WE ANTICIPATE THAT WE WILL BE ABLE TO CONDUCT OUR PLANNED OPERATIONS USING OUR CURRENTLY AVAILABLE CAPITAL RESOURCES FOR THE NEXT TWELVE MONTHS AND WE MAY NEED TO RAISE ADDITIONAL CAPITAL TO FUND OUR OPERATIONS AFTERWARDS.

As of September 30, 2017, we had a cash balance of $21,426 and receivables from a related party of $331,613. During the nine months ended September 30, 2017, we used approximately $68,900 in cash for operating activities and were provided with approximately $17,300 through financing activities. We estimate that based on current plans and assumptions, our available working capital will be sufficient to satisfy our cash requirements under our present operating expectations for up to 12 months. However, the Company’s working capital resource significantly relies on the operation of a website controlled by a related party from a collaborative arrangement. Accordingly, the Company’s continuation as a going concern is also dependent on its ability to execute its operational plan to diversify its sources of cash flows from operations.

Our company may, from time to time, receive continued funding and capital resources from related parties. However, as of the date hereof, such related parties do not have any existing obligation to advance funds or working capital to support our business, nor can our company rely on any advance funds from such related parties. We presently have no other alternative source of working capital. We may not have sufficient working capital to fund the expansion of our operations. We may still need to raise significant additional capital to fund our operating expenses, pay our obligations, and grow our company given that our resource of working capital is mainly from a related party transaction. We anticipate we will remain profitable. However, our future operations may be dependent on our ability to diversify operations and secure additional financing. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, a downturn in the U.S. equity and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing.

If we cannot obtain additional funding, we may be required to: (i) limit our operation and expansion; (ii) limit our marketing efforts; and (iii) decrease or eliminate capital expenditures. Such reductions could materially adversely affect our business and our ability to compete.

Even if we do find a source of additional capital, we may not be able to negotiate terms and conditions for receiving the additional capital that are favorable to us. Any future capital investments could dilute or otherwise materially and adversely affect the holdings or rights of our existing shareholders. In addition, new equity or convertible debt securities issued by us to obtain financing could have rights, preferences and privileges senior to the common stock offered hereof. We cannot give you any assurance that any additional financing will be available to us, or if available, will be on terms favorable to us.

DISRUPTIONS IN THE NATIONAL AND GLOBAL ECONOMIES

Disruptions in the United States national and global economies may result in high unemployment rates and declines in consumer confidence and spending. If such conditions occur, they may result in significant declines in the retail industry, which could directly affect the demand of our products. There can be no assurance that government responses to the disruptions will be able to restore investor confidence. Disruptions in the national and global economies therefore may adversely impact our revenues, results of operations, business and financial condition.

Risks Related to Our Common Stock

NO ACTIVE PUBLIC TRADING MARKET

Although we have a symbol there is no established public trading marketing for our Common Stock and there can be no assurance that one will ever develop. Market liquidity will depend on the perception of our operating business and any steps that our management might take to bring us to the awareness of investors. There can be no assurance given that there will be any awareness generated. Consequently, investors may not be able to liquidate their investment or liquidate it at a price that reflects the value of the business. As a result holders of our securities may not find purchasers for our securities should they to sell securities held by them. Consequently, our securities should be purchased only by investors having no need for liquidity in their investment and who can hold our securities for an indefinite period of time.

NOT LIKELY TO PAY DIVIDENDS

We currently intend to retain any future earnings for use in the operation and expansion of our business. Accordingly, we do not expect to pay any dividends in the foreseeable future, but will review this policy as circumstances dictate.

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MAY BE SUBJECT NOW AND IN THE FUTURE TO THE SEC’S “PENNY STOCK” RULES

We may be subject now and in the future to the SEC’s “penny stock” rules if our shares of Common Stock sell below $5.00 per share. Penny stocks generally are equity securities with a price of less than $5.00. The penny stock rules require broker-dealers to deliver a standardized risk disclosure document prepared by the SEC which provides information about penny stocks and the nature and level of 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, and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information must be given to the customer orally or in writing prior to completing the transaction and must be given to the customer in writing before or with the customer’s confirmation.

In addition, the penny stock rules require that prior to a transaction; the broker dealer must 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. The penny stock rules are burdensome and may reduce purchases of any offerings and reduce the trading activity for shares of our Common Stock. As long as our shares of Common Stock are subject to the penny stock rules, the holders of such shares of Common Stock may find it more difficult to sell their securities.

COSTS TO COMPLY WITH U.S. CORPORATE GOVERNANCE AND ACCOUNTING REQUIREMENTS

We may incur significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including but not limited to requirements under the Sarbanes-Oxley Act of 2002. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly. We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these newly applicable rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. In addition, we may not be able to absorb these costs of being a public company which will negatively affect our business operations.

MANAGEMENT’S LACK OF PUBLIC COMPANY EXPERIENCE

Our management lacks public company experience, which could impair our ability to comply with legal and regulatory requirements such as those imposed by Sarbanes-Oxley Act of 2002. Our management has never been responsible for managing a publicly traded company. Such responsibilities include complying with federal securities laws and making required disclosures on a timely basis. Our management may not be able to implement programs and policies in an effective and timely manner that adequately respond to such increased legal, regulatory compliance and reporting requirements, including establishing and maintaining internal controls over financial reporting. Any such deficiencies, weaknesses or lack of compliance could have a materially adverse effect on our ability to comply with the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is necessary to maintain our public company status. If we were to fail to fulfill those obligations, our ability to continue as a U.S. public company would be in jeopardy in which event you could lose your entire investment in our company.

OUR STATUS AS AN “EMERGING GROWTH COMPANY” UNDER THE JOBS ACT OF 2012

We are an “emerging growth company,” as defined in the JOBS Act, and, for as long as we continue to be an “emerging growth company,” we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, 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, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our Common Stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter, or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to use the extended transition period provided above and therefore our financial statements may not be comparable to companies that comply with public company effective dates.

Because of the exemptions from various reporting requirements provided to us as an “emerging growth company,” we may be less attractive to investors and it may be difficult for us to raise additional capital as and when we need it. Investors may be unable to compare our business with other companies in our industry if they believe that our reports are not as transparent as other companies in our industry. If we are unable to raise additional capital as and when we need it, our financial condition and results of operations may be materially and adversely affected.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The information contained in this report, including in the documents incorporated by reference into this report, includes some statements that are not purely historical and that are “forward-looking statements.” The forward-looking statements contained in this report are based on current expectations and beliefs concerning future developments and the potential effects on the parties and the transaction. There can be no assurance that future developments actually affecting us will be those anticipated. These that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including the following forward-looking statements involve a number of risks, uncertainties (some of which are beyond the parties’ control) or other assumptions. Such forward-looking statements include, but are not limited to, statements regarding our and their management’s expectations, hopes, beliefs, intentions or strategies regarding the future, including our financial condition, results of operations. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “would” and similar expressions, or the negatives of such terms, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

USE OF PROCEEDS

We will not receive any proceeds from the sale of Common Stock by the selling security holders. All of the net proceeds from the sale of our Common Stock will go to the selling security holders as described below in the sections entitled “Selling Security Holders” and “Plan of Distribution.” We have agreed to bear the expenses relating to the registration of the Common Stock for the selling security holders.

DETERMINATION OF OFFERING PRICE

Since our Common Stock was not listed or quoted on any exchange or quotation system at the time of the Offering, the offering price of the shares of Common Stock was estimated by the Company, based upon the price of the Common Stock that was sold to our security holders pursuant to an exemption under Section 4(2) and/or Regulation S promulgated under the Securities Act.

The offering price of the shares of our Common Stock does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value. The facts considered in determining the offering price were our financial condition and prospects, our limited operating history and the general condition of the securities market.

Since December 2016, our common shares have been quoted on the OTCQB of OTC Markets, or OTCQB, under the symbol “MSNI.” There has not yet been any trading in the shares on the OTCQB. In addition, there is no assurance that our Common Stock will trade at market prices in excess of the initial 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.

DILUTION

The Common Stock to be sold by the selling stockholders provide in the “Selling Security Holders” section is Common Stock that is currently issued. Accordingly, there will be no dilution to our existing stockholders.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Since December 2016, our common stock was approved to trade on the OTCQB under the trading symbol MSNI. Our stock has not traded and there is no active trading market developed for our shares of common stock.

Holders of Capital Stock

As of the date hereof, we had forty-two (42) holders of our Common Stock.

Stock Option Grants

We do not have a stock option plan in place and have not granted any stock options at this time.

Dividends

We have not paid any cash dividends to our shareholders. The declaration of any future cash dividends is at the discretion of our Board and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Recent Sales of Unregistered Securities

We were incorporated in the State of Nevada on December 31, 2015. In connection with the incorporation, we issued 2,500,000 shares of Common Stock, valued at $0.001 per share, to each of our two directors. These shares were issued in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended.

In February 2016, we sold through a Regulation S offering a total of 208,330,000 shares of Common Stock to 37 investors, at a price per share of $0.001 for aggregate offering of $208,330. The Common Stock issued in this offering was issued in a transaction not involving a public offering in reliance upon an exemption from registration provided by Regulation S of the Securities Act of 1933, as amended.

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DESCRIPTION OF BUSINESS

Overview

In February 2016, we completed a Regulation S offering in which we sold 208,330,000 shares of Common Stock to thirty-seven (37) investors, at a purchase price of $0.001 per share for an aggregate offering price of $208,330.

On September 22, 2017, we incorporated MSNI (HK) Limited, a company formed under the laws of Hong Kong as a wholly-owned subsidiary of the Company.

Implications of Being an Emerging Growth Company

	●	A requirement to have only two years of audited financial statements and only two years of related MD&A;

	●	Exemption from the auditor attestation requirement in the assessment of the emerging growth company’s internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002;

	●	Reduced disclosure about the emerging growth company’s executive compensation arrangements; and

	●	No non-binding advisory votes on executive compensation or golden parachute arrangements.

Our Operations

On April 7, 2017, we entered into an acquisition agreement (the “Acquisition Agreement”) with the shareholders of Monspacemall Sdn Bhd (“MSMSB”), a company formed under the laws of Malaysia, pursuant to which Company agreed to purchase 100% equity interest, or 100,000 ordinary shares of MSMSB for an aggregate purchase of US$50,000. The consummation of the acquisition was subject to the completion of an audit of MSMSB. The audit of MSMSB has not been completed. The Acquisition Agreement contains customary representations and warranties by the Company and the shareholders of MSMSB. The acquisition may be deemed as a related-party transaction as the majority shareholder of Monspacemall, Dato’ Sri Lai Chai Suang, is the Chief Executive Officer of our company.

On March 28, 2017, we incorporated MSNI (M) Sdn. Bhd. (“MSNI Malaysia”), a company formed under the laws of Malaysia, as a wholly-owned subsidiary. In April, 2017, MSNI Malaysia entered into a collaboration agreement (the “Collaboration Agreement”) with MSMSB to develop, maintain and operate an e-commerce business. Lai Chai Suang, the Company’s Chief Executive Officer and Chief Financial Officer, is also a shareholder and director of MSMSB.

Pursuant to the Collaboration Agreement, MSNI Malaysia agreed to conduct its business jointly with MSMSB under the name of “monspacemall.com”. As part of the collaboration, MSNI Malaysia agreed to contribute to the business an initial consumer database of up to 500,000 members, whereas MSMSB agreed to provide services in connection with the management and operation of the e-commerce engine with domain name “monspacemall.com”. In consideration of its respective contribution to the collaboration, MSNI Malaysia and MSMSB will each receive 50% of the profit generated from monspacemall.com. On November 8, 2017, the parties entered into an amendment (the “Amendment”) to the Collaboration Agreement whereby the parties agreed to revise the revenue formula, which determines the amount to be paid to MSNI Malaysia. The Amendment revised the revenue formula to be paid to MSNI Malaysia by MSMSB from 50% of all profits generated by the business of MSMSB’s website, monspacemall.com, to 6.5% of sales generated by the business of monspacemall.com. The revision takes effect retroactively, as of August 1, 2017. The agreement is initially valid for a year and automatically renews in one-year increments or whenever both parties agree to terminate it.

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“Mon Space Mall” is an online platform that allows third-party merchants, as well as individual users, to sell their general merchandise products and services directly to other users on our platform. We charge the sellers a service fee of approximately 3% of the total purchase price with respect to their general merchandise sold through our website. We also generate revenue through from third-party merchants if they advertise products through our website. Third-party merchants use our website to advertise and sell their goods, manage customer data, and track orders and shipments. Consumers shop online and pay for products and services through the system. Thus, we do not buy, hold, or sell any inventory. In addition, we plan to negotiate with merchandisers and source quality products at a discount not available anywhere else for our users.

Any user could register to become a member for an annual fee, which will provide our members with exclusive discounts and benefits. Our websites provide retail, as well as a potential wholesale, channel to manufacturers and distributors who wish to sell directly to consumers. Our platform eliminates most intermediate links and results in substantial channel cost savings. By providing direct access to our users, merchants attain an immediate and dramatic expansion of their retail exposure throughout the world. Merchants benefit from the online nature of business-to-consumer e-commerce transactions that facilitate fast and immediate receipt of orders, shorten accounts receivable periods, enhance cash flow, reduce cost of sales, and increase a seller’s operational capacity.

We provide consumer goods and services in the following major categories:

1. Clothing and shoes;

2. Nutrition and health supplements;

3. Cosmetics and beauty;

4. Jewelry and accessories;

5. Office supplies;

6. Household items;

7. Luxury products;

8. Kitchen appliances

9. Cultural decorations;

10. Toys and games;

11. Consumer electronics;

12. Home furnishings

In addition, we continue to identify acquisition targets of e-commerce platform in the near future. However, there is no assurance that we will identify an acquisition target, and if we identify one, there is no assurance that we will successfully complete the acquisition.

Competition

We compete against both domestic and international e-commerce businesses as well as traditional retailers that are expanding into e-commerce. We believe our major competitors include, among others, Amazon, eBay, and Alibaba.

We believe our e-commerce business model possesses a number of strategically significant strengths. For example, our platform will contain business-to-consumer e-commerce with full range of consumer goods and services, from clothing and consumer electronics to household appliances and home furnishings. For sellers, the platform provides comprehensive retail channel benefits and geographical breadth while permitting autonomy and flexibility in how sellers fulfill and ship goods to consumers. By concentrating on e-commerce technology, we help sellers avoid the overhead and operational difficulties of logistics and supply chains.

Our website is presently disadvantaged by its limited history in the marketplace and our need to recruit and train experienced personnel. In addition to the competition we face from other e-commerce businesses, we require time and resources to further integrate our banking, merchant, and consumer partners.

Marketing Strategy

Our marketing efforts are comprised primarily of online social media and word of mouth advertising geared toward building brand recognition and brand differentiation. We provide existing members with referral bonus for each new member that they sign up. Once our user base is large enough, we believe we will have sufficient bargaining strength to negotiate with merchandisers to provide deep discounts on our platform to attract more users. We aim to build ourselves to be a leader in the E-commerce market, and attempt to reinforce on a consistent basis that it should be a destination of choice for merchandisers and consumers worldwide.

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Government Regulation

In connection with the operation of our business, we are subject to extensive federal, state and local laws and regulations, including those related to:

	●	nutritional content labeling and disclosure requirements;

	●	management and protection of the personal data of our employees and customers;

	●	sales tax; and

	●	various federal, state and local laws relating to, among other things, business, health, food safety codes.

Employees

As of December 2017, we have 16 employees apart from our officers and directors.

Seasonality

The business is seasonal where it follows certain festival celebrations such as Christmas, New Year, Chinese New Year and some other countries’ celebrations. However, in months where there is lack of any festive celebrations, we will run promotions such as purchase on purchase, or additional discounts, or collaborative promotions with merchants or credit card companies.

Environmental Matters

Our business currently does not implicate any environmental regulation.

Intellectual Property

We do not hold any patents, trademarks or other registered intellectual property on products relating to our business. However, in addition to our domain name, from time to time, we may apply for patents, trademarks or other registered intellectual property essential to the protection of our brand and success of our business.

Domain Names

We have registeredwww.monspacemall.com as our domain name.

DESCRIPTION OF PROPERTY

Our principal executive office and mailing address is 100.3.041, 129 Offices, Block J, Jaya One, No. 72A, Jalan Universiti, Section 13, 46200, Petaling Jaya, Malaysia. Our telephone number is +60322820888. Currently, the office space of our principal executive office is provided by our Director, Low Koon Poh at no cost.

LEGAL PROCEEDINGS

Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, as of the date of this registration statement, we are currently not involved with any such legal proceedings or claims.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULT OF OPERATIONS

The following plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

Overview

The Company was incorporated on December 31, 2015 under the laws of the State of Nevada and commenced its business on April 2017 via its wholly owned subsidiary, MSNI (M) Sdn Bhd, a company incorporated under the laws of Malaysia, whereby it partnered with Monspacemall Sdn Bhd to operate an e-commerce business through website www. monspacemall.com, which is a business to business to consumer model. Mon Space provides consumer databases to the e-commerce business and Monspacemall Sdn Bhd provided the engine and the operation of the e-commerce business. Mon Space’s revenue is generated on a fixed percentage of revenue of the e-commerce business.

On September 22, 2017, we incorporated MSNI (HK) Limited, a company formed under the laws of Hong Kong as a wholly-owned subsidiary of the Company.

Plan of Operations

Our goal is to maintain the quality of our product and to obtain the resources sufficient to obtain new members and merchandisers.

In April 2017, the Company, through its wholly-owned subsidiary, MSNI Malaysia, entered into a collaboration agreement with MSMSB to develop, maintain and operate an e-commerce business. Lai Chai Suang, the Company’s Chief Executive Officer and Chief Financial Officer, is also a shareholder and director of MSMSB. MSMSB is responsible for the operation of the e-commerce platform and is also the principal in the end-customer product sales. MSMSB has the primary responsibility for order fulfillment, collection of receivables and handling of sales returns in all territories. The agreement is initially valid for a year and automatically renews in one-year increments or whenever both parties agree to terminate it.

On November 8, 2017, MSNI Malaysia and MSMSB agreed to revise the profit sharing arrangement to an amount equal to 6.5% of sales and the revision shall take effect retroactively as of August 1, 2017.

In the next three months thereafter, we plan to expand our merchants and product base and increase users through aggressive referral campaigns by the then-existing members. We also plan to set up warehouse and logistic systems for orders, distribution and packaging, as well as to hire necessary warehouse and logistic staff.

During the third quarter, it is our goal to create our own brand merchandises for items such as apparel, gift products and other promotional items. We plan to achieve this by hiring internal design staff for our own products.

By the end of the next fiscal year, it is our goal to set up offices in countries such as China, Indonesia, Vietnam and Thailand for sourcing more merchants. We also plan to engage in marketing activities in various local markets to bring in more awareness of our online platform. Our goal is to obtain as many members as possible so that we can use our members’ collective bargaining power to negotiate the lowest price with the merchants for their products.

If we are unable to build a sustainable customer base through our marketing channels, we will cease our development and/or marketing operations until we raise money. Attempting to raise capital after failing in any phase of our development plan could be difficult. As such, if we cannot secure additional proceeds we will have to cease operations and investors would lose their entire investment. We intend to raise additional capital through private placements once we gain a quotation on the OTCQB, for which there is no assurance. If we need additional cash but are unable to raise it, we will either suspend marketing operations until we do raise the cash, or cease operations entirely. Other than as described in this paragraph, we have no other financing plans.

Results of Operations

We generated revenues for the three and nine months ended September 30, 2017 and no revenue for the three and nine months ended September 30, 2016. The following table summarizes our operating expenses, and net income (loss) for all periods presented below. The Company’s operations to date have been limited to offering shares of Common Stock to investors and the collaboration arrangement with MSMSB.

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Three Months Ended September 30, 2017 compared with Three Months Ended September 30, 2016

	Three Months Ended
	September 30,									Percentage
	2017			2016			Inc. (Dec.)			Inc. (Dec.)
Revenue – related party	$	357,547		$	-			357,547			100	%

Operating expenses
General and administrative		81,778			3,039			78,739			2,591	%
Total operating expenses		81,778			3,039			78,739			2,591	%

Income (loss) from operations		275,769			(3,039	)		278,808			9,174	%

Other expenses		(19	)		-			(19	)		100	%

Income before income tax		275,750			(3,039	)		278,789			9,174	%

Provision for income tax		75,954			-			75,954			100	%

Net income (loss)	$	199,796		$	(3,039	)		202,835			6,674	%

Revenue:The consolidated revenue increased by $357,547, or 100%, to $357,547 for the three months ended September 30, 2017 from $nil for the three months ended September 30, 2016. The increase in revenue is from the profit sharing arrangement with MSMSB starting in April 2017, where MSNI Malaysia has agreed to contribute to the business an initial consumer database of up to 500,000 members to receive 50% of the profit generated from monspacemall.com. The profit sharing arrangement was amended on November 8, 2017, to revise the profit sharing arrangement to an amount equal to 6.5% of sales and the revision took effect retroactively as of August 1, 2017.

General and administrative:The consolidated general and administrative expenses increased by $78,739, or 2,591%, to $81,778 for the three months ended September 30, 2017 from $3,039 for the three months ended September 30, 2016. The increase was attributable to secretarial, printing and stationery fees as well as an increase in audit, filing and registration fees.

Other expenses:The consolidated other expenses increased by $19, or 100%, to $19 for the three months ended September 30, 2017 from $nil for the three months ended September 30, 2016. The increase was attributable to foreign currency transactions.

Provision for income tax:The consolidated provision for income tax increased by $75,954, or 100%, to $75,954 for the three months ended September 30, 2017 from $nil for the three months ended September 30, 2016. The increase was attributable to the tax expense payable accrued under laws of Malaysia for the three months ended September 30, 2017.

Net income (loss): Net income increased by $202,835, or 6674%, to $199,796, for the three months ended September 30, 2017 from a net loss of $3,039 for the three months ended September 30, 2016. The increase in net income was driven by revenue from the collaboration arrangement with MSMSB, offset by increases in general and administrative expenses.

Nine Months Ended September 30, 2017 compared with Nine Months Ended September 30, 2016

	Nine Months Ended
	September 30,									Percentage
	2017			2016			Inc. (Dec.)			Inc. (Dec.)
Revenue	$	383,815		$	-			383,815			100	%

Operating expenses
General and administrative		126,744			21,256			105,488			496	%
Total operating expenses		126,744			21,256			105,488			496	%

Income (loss) from operations		257,071			(21,256	)		278,327			1,309	%

Other expenses		(19	)					(19	)		100	%

Income before income tax		257,052			(21,256	)		278,308			1,309	%

Provision for income tax		75,954			-			75,954			100	%

Net income (loss)	$	181,098		$	(21,256	)		202,354			952	%

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Revenue:The consolidated revenue increased by $383,815, or 100%, to $383,815 for the nine months ended September 30, 2017 from $nil for the nine months ended September 30, 2016. The increase in revenue is from the profit sharing arrangement with MSMSB starting in April 2017, where MSNI Malaysia has agreed to contribute to the business an initial consumer database of up to 500,000 members to receive 50% of the profit generated from monspacemall.com. The profit sharing arrangement was amended on November 8, 2017, to revise the profit sharing arrangement to an amount equal to 6.5% of sales and the revision took effect retroactively as of August 1, 2017.

General and administrative:The consolidated general and administrative expenses increased by $105,488, or 496%, to $126,744 for the nine months ended September 30, 2017 from $21,256 for the nine months ended September 30, 2016. The increase was attributable to secretarial, printing and stationery fees as well as an increase in audit, filing and registration fees.

Other expenses:The consolidated other expenses increased by $19, or 100%, to $19 for the nine months ended September 30, 2017 from $nil for the nine months ended September 30, 2016. The increase was attributable to foreign currency transactions.

Provision for income tax:The consolidated provision for income tax increased by $75,954, or 100%, to $75,954 for the nine months ended September 30, 2017 from $nil for the nine months ended September 30, 2016. The increase was attributable to the tax expense payable accrued under laws of Malaysia for the nine months ended September 30, 2017.

Net income(loss): Net income increased by $202,354, or 952%, to $181,098 for the nine months ended September 30, 2017 from a net loss of $21,256 for the nine months ended September 30, 2016. The increase in net income was driven by revenue from the collaboration arrangement with MSMSB, offset by increases in general and administrative expenses.

Fiscal Years ended December 31, 2016 and 2015

We generated no revenue for the fiscal years ended December 31, 2016 and 2015. We incurred operating expenses of $173,724, which is solely attributable to general and administrative expenses, comparing to 5,000 for the fiscal year ended December 31, 2015. The significant increase is primarily due to the significant increase of professional expenses incurred from the launch of our business. As a result, we had a net loss of $173,724.

Our financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustment relating to recoverability and classification of recorded amounts of assets and liabilities that might be necessary should our company be unable to continue as a going concern.

Liquidity and Capital Resources

As of September 30, 2017, we had a cash balance of $21,426. During the nine months ended September 30, 2017, we used approximately $68,900 in cash for operating activities and were provided with approximately $17,300 through financing activities. We estimate that based on current plans and assumptions, our available working capital will be sufficient to satisfy our cash requirements under our present operating expectations for up to 12 months. However, the Company’s working capital resource significantly relies on the operation of a website controlled by a related party from a collaborative arrangement. Accordingly, the Company’s continuation as a going concern is also dependent on its ability to execute its operational plan to diversify its sources of cash flows from operations.

Our company may, from time to time, receive continued funding and capital resources from related parties. However, as of the date of this filing, such related parties do not have any existing obligation to advance funds or working capital to support our business, nor can our company rely on any advance funds from such related parties. Other than working capital, we presently have no other alternative source of working capital. We may not have sufficient working capital to fund the expansion of our operations. We may still need to raise significant additional capital to fund our operating expenses, pay our obligations, and grow our company given that our resource of working capital is mainly from a related party transaction. We anticipate we will remain profitable. However, our future operations may be dependent on our ability to diversify operations and secure additional financing. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, a downturn in the U.S. equity and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing.

Furthermore, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. The inability to obtain additional capital will restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we will likely be required to curtail our marketing and development plans and possibly cease our operations.

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Our liquidity may be negatively impacted by the significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly.

Critical Accounting Policies

While our significant accounting policies are more fully described in Note 1 to our consolidated financial statements, we believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating this management discussion and analysis.

Foreign Currency

An entity’s functional currency is the currency of the primary economic environment in which it operates and is generally the currency in which the business generates and expends cash. The Company has determined that the functional currency of the Company is U.S. Dollars. MSNI Malaysia, whose functional currency is the Malaysian Ringgit, and MSNI HK, whose functional currency is the Hong Kong Dollar, translate their assets and liabilities into U.S. dollars at the exchange rates in effect as of the balance sheet date. Revenues and expenses are translated into U.S. dollars at the average exchange rates for the year. Translation adjustments are included in accumulated other comprehensive income (loss), a separate component of equity. Foreign exchange gains and losses included in net income result from foreign exchange fluctuations on transactions denominated in a currency other than an entity’s functional currency.

Revenue Recognition

Revenues consist of profit sharing revenues from a collaboration agreement with MSMSB. The Company recognizes revenue when it receives the monthly invoice and record from MSMSB showing products are shipped, and all risks and rewards of ownership have been transferred to third-party customers.

Contractual Obligations

We do not have any contractual obligations at this time.

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

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DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The following table sets forth the names and ages of officers and directors as of January 3, 2018. Our executive officers are elected annually by our Board of Directors. Our executive officers hold their offices until they resign, are removed by the Board, or a successor is elected and qualified.

Name	Age	Position
Lai Chai Suang (1)	47	President, Chief Executive Officer, Chief Financial Officer, Treasurer & Secretary
Low Koon Poh	45	Director
Chan Foo Weng	52	Director

(1)	On August 25, 2017, Musa Bin Hassan resigned as President of the Company and Lai Chai Suang was appointed as the new President.

Set forth below is a brief description of the background and business experience of our executive officer and director for the past five years.

Lai Chai Suang, President, Chief Executive Officer, Chief Financial Officer, Treasurer & Secretary

Ms. Lai has been the CEO, CFO, Treasurer and Secretary of our Company since June 1, 2016, as well as the President since August 25, 2017. Ms. Lai has been the Managing Director of Monspace (M) Sdn Bhd, a Malaysian e-commerce marketing company since October 2014. In her capacity as the Managing Director, Ms. Lai provided corporate strategies on aspects of business development including membership acquisition, product sourcing and product sales. She led and worked closely with her managers on increasing product sales and driving membership growth. From November 2011 to March 2014, Ms. Lai was the Managing Director of De Empress Secret Sdn Bhd, a Malaysian company specializes in import and export of cosmetic and health supplement products. As the Managing Director, Ms. Lai directly worked with the retailers in marketing and selling company’s products.

Low Koon Poh, Director

Mr. Low has been the Director of company since December 31, 2015 and was our CEO, CFO, Treasurer and Secretary from December 31, 2015 to June 1, 2016. Mr. Low’s duty as the Director primarily involves providing advice on the organization and maintenance of corporate governance. Since June 2015, Mr. Low has served as President, Secretary, Treasurer, CFO and Director of NextGlass Technologies Corporation, which is primarily an electronic company specializing in smart glass technology. His role mainly involves ensuring the company’s compliance with the necessary regulatory and internal control procedures. Mr. Low has also been the CFO and Director of Glocorp Inc., a development-stage company that provides online reservation solutions to hotels, since December 31, 2015.

Since January 2009, Mr. Low has managed his own accounting services practice and has been the President of KL Management Services in Petaling Jaya, Malaysia. Mr. Low has also been the President of IPO Partners Limited, a corporate advisory firm since April 2015. Mr. Low has worked on corporate projects involving mergers and acquisitions, initial public offerings, corporate restructuring, reverse mergers in Malaysia, Singapore and Taiwan.

Prior to his position at KL Management Service, Mr. Low worked as auditor for an international audit firm, an accountant for a Japanese MNC, plus a couple of years as Financial Controller for two public listed companies in Malaysia. Mr. Low has 22 years of combined experience in corporate finance, auditing and accounting in various industries such as construction, plantation, hotels, property, manufacturing, marketing and many more.

Mr. Low is a Fellow member of the Association of Chartered Certified Accountants (ACCA) and a Practicing Chartered Accountant under Malaysian Institute of Accountants (MIA).

Chan Foo Weng,Director

Mr. Chan has been the Director of our Company since December 31, 2015. Mr. Chan has also been the Director of Glocorp Inc., a development-stage company that provides online reservation solutions to hotels since December 31, 2015. Mr. Chan has been the Managing Director of IPO Partners Limited since April 2015, leveraging his extensive background in finance, operations & marketing from various industries and helping companies go public at different stock exchanges worldwide. Prior to that, He was the director of Moxian Malaysia Sdn Bhd. From January 2011 to February 2013, Mr. Chan was the CEO of MX International Sdn Bhd. With vast working experience, Chan Foo Weng had also held top positions in several highly-acclaimed companies such as Thrifty Payless Incorporated (US), Berjaya Cosway and Diners Club International.

Mr. Chan holds a degree in Management from Southern Illinois University, USA and has over 25 years of experience in corporate management.

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Term of Office

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

EXECUTIVE COMPENSATION

Except for Mr. Low and Mr. Chan, who each received 2,500,00 shares of our Common Stock for founding our company, our directors and executive officers have not received any compensation for services rendered to us, and are not accruing any compensation pursuant to any agreement with us.

We do not expect to pay any compensation to our directors and executive officers until sufficient and sustainable revenues and profits are realized.

No retirement, pension, profit sharing, insurance programs, long-term incentive plans or other similar programs have been adopted by us for the benefit of our employees. We had no outstanding equity awards as of the date of this registration statement.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding shares of Common Stock as of January 3, 2018 and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly and the shareholders listed possesses sole voting and investment power with respect to the shares shown.

Name	Number of Shares Beneficially Owned		Percent of Class (1)
Lai Chai Suang, Chief Executive Officer, Chief Financial Officer, Treasurer & Secretary		200,000,000		93.75	%

Low Koon Poh, Director		2,500,000		1.17	%

Chan Foo Weng, Director		2,500,000		1.17	%

All Executive Officers and Directors as a group (1 person)		205,000,000		96.1	%

5% Shareholders: None

(1)	Based on 213,330,000 shares of Common Stock outstanding as of January 3, 2018.

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS

Collaborative Arrangement

MSMSB is responsible for the operation of the e-commerce platform and is also the principal in the end-customer product sales. MSMSB has the primary responsibility for order fulfillment, collection of receivables and handling of sales returns in all territories.

MSNI Malaysia contributed a consumer database up to a maximum of 500,000 persons in exchange for the profit sharing arrangement in an amount equal to 50% of the net profits from the collaboration agreement, which is included in net revenue.

On November 8, 2017, MSNI Malaysia and MSMSB agreed to revise the profit sharing arrangement to an amount equal to 6.5% of sales and the revision shall take effect retroactively as of August 1, 2017.

The agreement is initially valid for a year and automatically renews in one-year increments or whenever both parties agree to terminate it.

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Net revenue from this collaborative arrangement was $357,547 and $383,815 for the three and nine months ended September 30, 2017, respectively. As of September 30, 2017, the Company had a receivable from MSMSB of $325,014.

Acquisition Agreement

On April 7, 2017, the Company entered into an acquisition agreement with the shareholders of MSMSB pursuant to which the Company agreed to purchase a 100% equity interest, or 100,000 ordinary shares of MSMSB for an aggregate purchase price of $50,000. The consummation of the acquisition is subject to the completion of an audit of MSMSB.

Other Related Party Transactions

In January 2017, the Company paid certain general and administrative expenses on behalf of Mon Space Plantation Inc, a company whose directors include Lai Chai Suang, Low Koon Poh and Chan Foo Weng, in the amount of $6,599. The amounts are recorded as a receivable on the accompanying balance sheet.

In June 2017, the Company’s director, Low Koon Poh, paid employees’ salaries and deposited cash to open a bank account on behalf of the Company of approximately $8,800. The amounts are recorded as due to related parites on the accompanying balance sheet.

During the nine months ended September 30, 2017, two companies, whose directors include Low Koon Poh, provided certain general and administrative services to the Company or paid fees on behalf of the Company for the amount of approximately $4,400. The amounts are recorded as due to related parties on the accompanying balance sheet.

Mr. Low Koon Poh, who has been our Director since the inception of the Company, took the initiative in forming and organizing the business of the Company. The Company, as a result, issued 2,500,000 shares of founder’s share, valued at $0.001 per share, to Mr. Low for his services rendered to form our company.

Mr. Chan Foo Weng, who has been our Director since the inception of the Company, took the initiative in forming and organizing the business of the Company. The Company, as a result, issued 2,500,000 shares of founder’s share, valued at $0.001 per share, to Mr. Chan for his services rendered to form our company.

We currently use the office space provided by our Director, Low Koon Poh at no cost. Once our business grows and generates sufficient revenue, we will look for a more suitable office space in a separate corporate office.

Ms. Lai Chai Suang, who was appointed and approved as our Chief Executive Officer and Chief Financial Officer in June 2016, purchased 200,000,000 shares of our Common Stock for $200,000 on February 23, 2016. The Company received $200,000 related to Ms. Lai’s purchases of these 200,000,000 common shares on August 4, 2016.These shares were issued in reliance on the exemption under Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended.

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SELLING SECURITY HOLDERS

The Common Stock being offered for resale by the selling security holders consist of 330,000 shares of our Common Stock held by 38 shareholders, who purchased the Common Stock pursuant to the Regulation S offering closed in February 2016 at an offering price of $0.001 per share.

The following table sets forth information with respect to the maximum number of shares of Common Stock beneficially owned by the selling shareholders named below and as adjusted to give effect to the sale of the shares offered hereby. The table lists the number of shares of Common Stock beneficially owned by each selling shareholder as of the date of this prospectus, the shares of Common Stock covered by this prospectus that may be disposed of by each of the selling shareholders, and the number of shares that will be beneficially owned by the selling shareholders assuming all of the shares covered by this prospectus are sold.

The shares beneficially owned have been determined in accordance with rules promulgated by the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. The information in the table below is current as of the date of this prospectus. The selling shareholders may from time to time offer and sell pursuant to this prospectus any or all of the Common Stock being registered. The selling shareholders are under no obligation to sell all or any portion of such shares nor are the selling shareholders obligated to sell any shares immediately upon effectiveness of this prospectus. All information with respect to share ownership has been furnished by the selling shareholders.

Name	Shares Beneficially Owned Prior to Offering		Percent Beneficially Owned Prior to Offering (1)			Shares to be Offered		Amount Beneficially Owned After Offering		Percent Beneficially Owned After Offering(1)
Lai Chai Suang		200,000,000		93.75	%		10,000		199,990,000		93.75	%
Hsin Chia Chen		10,000		*			10,000		0		0	%
Lim See Chong		10,000		*			10,000		0		0	%
Liow Miow Keong		10,000		*			10,000		0		0	%
Wu Sheng Biao		10,000		*			10,000		0		0	%
Ling Hong		10,000		*			10,000		0		0	%
Shi Shao You		10,000		*			10,000		0		0	%
Liu Mei Chun		10,000		*			10,000		0		0	%
Wang Jian Lin		10,000		*			10,000		0		0	%
Wang Jing		10,000		*			10,000		0		0	%
Liu Yun Zhong		10,000		*			10,000		0		0	%
Lan Yi		10,000		*			10,000		0		0	%
Tan Xian Li		10,000		*			10,000		0		0	%
Lee Kim Tian		5,000		*			5,000		0		0	%
Best Future Investment LLC		5,000		*			5,000		0		0	%
Zhang Hao		10,000		*			10,000		0		0	%
Liu Hai Yin		10,000		*			10,000		0		0	%
Ke Yu Jia		10,000		*			10,000		0		0	%
Chow Sook Wan		10,000		*			10,000		0		0	%
Tan Kim Ting		10,000		*			10,000		0		0	%
Lee Wen Jye		10,000		*			10,000		0		0	%
Chai Ling Mooi		10,000		*			10,000		0		0	%
Teng Shook Men		10,000		*			10,000		0		0	%
Liew Kong Theng		10,000		*			10,000		0		0	%
Liew Kon Sang		10,000		*			10,000		0		0	%
Sames Thesh		10,000		*			10,000		0		0	%
Wong Chin Swee		10,000		*			10,000		0		0	%
Leong Kok Kheng		10,000		*			10,000		0		0	%
Yap Teck Kuen		10,000		*			10,000		0		0	%
Heng Yu Xiang		10,000		*			10,000		0		0	%
Leow Weng Meng		10,000		*			10,000		0		0	%
Chia Sau Jin		10,000		*			10,000		0		0	%
Ritawati Jap		10,000		*			10,000		0		0	%
Chee Chin Soon		10,000		*			10,000		0		0	%
TOTAL		200,320,000		93.75	%		330,000		199,990,000		93.75	%

Individuals holding less than 1% of the Common Stock

(1)	Based on 213,330,000 shares outstanding as of January 3, 2018.

There are no agreements between the company and any selling shareholder pursuant to which the shares subject to this registration statement were issued.

None of the selling shareholders or their beneficial owners:

-	has had a material relationship with us other than as a shareholder at any time within the past three years; or
-	has ever been one of our officers or directors or an officer or director of our predecessors or affiliates
-	are broker-dealers or affiliated with broker-dealers.

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PLAN OF DISTRIBUTION

The selling shareholders may sell some or all of their shares at a fixed price of $0.10 per share for the duration of the offering Since December 2016, our common shares have been quoted on the OTCQB of OTC Markets, or OTCQB, under the symbol “MSNI.” There has not yet been any trading in the shares on the OTCQB. Prior to December 2016, there was no public trading market for our Common Stock.

Once a market has developed for our Common Stock, the shares may be sold or distributed from time to time by the selling stockholders, directly to one or more purchasers or through brokers or dealers who act solely as agents. The distribution of the shares may be effected in one or more of the following methods:

	●	ordinary brokers transactions, which may include long or short sales,

	●	transactions involving cross or block trades on any securities or market where our Common Stock is trading, market where our Common Stock is trading,

	●	through direct sales to purchasers or sales effected through agents,

	●	through transactions in options, swaps or other derivatives (whether exchange listed of otherwise), or exchange listed or otherwise), or

	●	any combination of the foregoing.

In addition, the selling shareholders may enter into hedging transactions with broker-dealers who may engage in short sales, if short sales were permitted, of shares in the course of hedging the positions they assume with the selling stockholders. The selling shareholders may also enter into option or other transactions with broker-dealers that require the delivery by such broker-dealers of the shares, which shares may be resold thereafter pursuant to this prospectus. None of the selling shareholders are broker-dealers or affiliates of broker dealers.

We will advise the selling shareholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling shareholders and their affiliates. In addition, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling security holders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling shareholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.

Brokers, dealers, or agents participating in the distribution of the shares may receive compensation in the form of discounts, concessions or commissions from the selling shareholders and/or the purchasers of shares for whom such broker-dealers may act as agent or to whom they may sell as principal, or both (which compensation as to a particular broker-dealer may be in excess of customary commissions). Neither the selling shareholders nor we can presently estimate the amount of such compensation. We know of no existing arrangements between the selling shareholders and any other shareholder, broker, dealer or agent relating to the sale or distribution of the shares. We will not receive any proceeds from the sale of the shares of the selling shareholders pursuant to this prospectus. We have agreed to bear the expenses of the registration of the shares, including legal and accounting fees, and such expenses are estimated to be approximately $40,000.

Notwithstanding anything set forth herein, no FINRA member will charge commissions that exceed 8% of the total proceeds of the offering.

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DESCRIPTION OF SECURITIES TO BE REGISTERED

General

We have authorized 1,000,000,000 shares of Common Stock, par value $0.001 per share. As of the date hereof, 213,330,000 shares of our Common Stock are issued and outstanding.

Common Stock

The shareholders of our Common Stock currently have: (i) equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the Board; (ii) are entitled to share ratably in all of the assets of the Company available for distribution to holders of Common Stock upon liquidation, dissolution or winding up of the affairs of the Company; (iii) do not have pre-emptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights applicable thereto; and (iv) are entitled to one non-cumulative vote per share on all matters on which stock holders may vote. This means that the holders of a majority of the voting power of the shares voting for the election of directors can elect all directors to be elected if they choose to do so. Please refer to the Company’s Articles of Incorporation, by-laws and the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of the Company’s securities.

We currently intend to retain our entire available discretionary cash flow to finance the growth, development and expansion of our business and do not anticipate paying any cash dividends on the Common Stock in the foreseeable future. Any future dividends will be paid at the discretion of the Board.

If we liquidate or dissolve our business, the shareholders of our Common Stock will share ratably in all our assets that are available for distribution to our stockholders after our creditors are paid in full and the holders of all series of our outstanding preferred stock, if any, receive their liquidation preferences in full.

Preferred Stock

At the direction of our Board of Directors, without any action by the holders of our Common Stock, we may issue one or more series of preferred stock from time to time. Our Board of Directors can determine the number of shares of each series of preferred stock, the designation, powers, preferences and relative, participating, optional or other special rights, and the qualifications, limitations or restrictions applicable to any of those rights, including dividend rights, voting rights, conversion or exchange rights, terms of redemption and liquidation preferences, of each series.

Undesignated preferred stock may enable our Board of Directors to render more difficult or to discourage an attempt to obtain control of our company by means of a tender offer, proxy contest, merger or otherwise, and thereby to protect the continuity of our management. The issuance of shares of preferred stock may adversely affect the rights of our Common Stockholders. For example, any preferred stock issued may rank prior to the Common Stock as to dividend rights, liquidation preference or both, may have full or limited voting rights and may be convertible into shares of Common Stock. As a result, the issuance of shares of preferred stock, or the issuance of rights to purchase shares of preferred stock, may discourage an unsolicited acquisition proposal or bids for our Common Stock or may otherwise adversely affect the market price of our Common Stock or any existing preferred stock.

Dividends

Transfer Agent and Registrar

We have engaged with VStock Transfer LLC as our transfer agent.

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INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the Common Stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

The validity of the Common Stock being offered pursuant to this registration statement will be passed upon for us by Ortoli Rosenstadt, LLP, New York, NY.

The financial statements for the year ended December 31, 2016 and the one day ended December 31, 2015 included in this prospectus and the registration statement have been audited by GBH CPAs, PC, an independent registered public accounting firm, to the extent and for the periods set forth in their report appearing elsewhere herein and in the registration statement filed with the SEC, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We filed with the SEC a registration statement under the Securities Act for the Common Stock in this offering. This prospectus does not contain all of the information in the registration statement and the exhibits and schedule that were filed with the registration statement. For further information with respect to us and our Common Stock, we refer you to the registration statement and the exhibits and schedule that were filed with the registration statement. Statements contained in this prospectus about the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and we refer you to the full text of the contract or other document filed as an exhibit to the registration statement. A copy of the registration statement and the exhibits and schedules that were filed with the registration statement may be inspected without charge at the Public Reference Room maintained by the SEC at 100 F Street, N.E. Washington, DC 20549, and copies of all or any part of the registration statement may be obtained from the SEC upon payment of the prescribed fee. Information regarding the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC. The address of the website iswww.sec.gov.

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Mon Space Net Inc.

December 31, 2016 and 2015

Index to Financial Statements

	Page

Report of Independent Registered Public Accounting Firm	F-2

Balance sheets – as of December 31, 2016 and 2015	F-3

Statements of Operations - for the year ended December 31, 2016 and for the one day ended December 31, 2015	F-4

Statement of Changes in Stockholders’ Equity - for the year ended December 31, 2016 and for the one day ended December 31, 2015	F-5

Statement of Cash Flows - for the years ended December 31, 2016 and for the one day ended December 31, 2015	F-6

Notes to financial statements	F-7

F-1

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Mon Space Net Inc.

Selangor, Malaysia

We have audited the accompanying balance sheets of Mon Space Net Inc. as of December 31 2016 and 2015, and the related statements of operations, changes in stockholders’ equity and cash flows for the year ended December 31, 2016 and for the one day ended December 31, 2015. Mon Space Net Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, 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. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Mon Space Net Inc. as of December 31, 2016 and 2015, and the results of its operations and its cash flows for the year ended December 31, 2016 and for the one day ended December 31, 2015 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that Mon Space Net Inc. will continue as a going concern. As discussed in Note 2 to the financial statements, Mon Space Net Inc. has no established source of revenues and has suffered losses from operations that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ GBH CPAs, PC

GBH CPAs, PC
www.gbhcpas.com
Houston, Texas
April 17, 2017

F-2

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MON SPACE NET INC.

BALANCE SHEETS

As of December 31, 2016 and 2015

	December 31, 2016			December 31, 2015
ASSETS
Cash and cash equivalents		65,700			-
Receivables – related party		1,599			-

TOTAL ASSETS	$	67,299		$	-

LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable and accrued liabilities		2,625			-
Note payable - related party		11,476			-
TOTAL LIABILITIES	$	14,101		$	-

STOCKHOLDERS’ EQUITY
Common stock, $0.001 par value, 1,000,000,000 authorized shares issued and outstanding: 213,330,000 and 5,000,000 shares, respectively	$	213,330		$	5,000
Additional paid-in capital		18,592			-
Accumulated deficit		(178,724	)		(5,000	)
Total stockholders’ equity		53,198			-

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	67,299		$	-

The accompanying notes are an integral part of these financial statements.

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MON SPACE NET INC.

STATEMENT OF OPERATIONS

For the years ended December 31, 2016 and for the one day ended December 31, 2015

	December 31, 2016			December 31, 2015
OPERATING EXPENSES
General and administrative	$	173,724		$	5,000

TOTAL OPERATING EXPENSES		173,724			5,000

NET LOSS	$	(173,724	)	$	(5,000	)

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		213,330,000			5,000,000

BASIC AND DILUTED NET LOSS PER COMMON SHARE	$	(0.00	)	$	(0.00	)

The accompanying notes are an integral part of these financial statements.

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MON SPACE NET INC.

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

For the years ended December 31, 2016 and for one day ended December 31, 2015

	Common Stock				Additional
	Shares		Par Value		Paid-In Capital		Accumulated Deficit			Total
Common shares issued to founders		5,000,000	$	5,000	$	-		-		$	5,000
Net loss		-		-		-		(5,000	)		(5,000	)

Balances – 12/31/15		5,000,000		5,000		-		(5,000	)		-
Shares issued for cash		208,330,000		208,330		-		-			208,330
Additional capital contribution		-		-		18,592		-			18,592
Net loss		-		-		-		(173,724	)		(173,724	)
		213,330,000	$	213,330	$	18,592	$	(178,724	)	$	53,198

The accompanying notes are an integral part of these financial statements.

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MON SPACE NET INC.

STATEMENT OF CASH FLOWS

For the years ended December 31, 2016 and for the one day ended December 31, 2015

	December 31, 2016			December 31, 2015
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(173,724	)	$	(5,000	)
Adjustment to reconcile net loss to net cash provided by operating activities
Stock-based compensation		-			5,000
Changes in operating assets and liabilities:
Receivables – related party		(1,599	)		-
Accounts payable		2,625			-
CASH USED IN OPERATING ACTIVITIES		(172,698	)		-

CASH FLOWS FROM FINANCING ACTIVITIES
Loan from related party		201,476			-
Repayment of loan from related party		(190,000	)		-
Capital contributions		18,592			-
Proceeds from sale of common stock		208,330			-

CASH PROVIDED BY FINANCING ACTIVITIES		238,398			-

NET CHANGE IN CASH AND CASH EQUIVALENTS		65,700			-
CASH AND CASH EQUIVALENTS – BEGINNING OF PERIOD		-			-

CASH AND CASH EQUIVALENTS – END OF PERIOD	$	65,700		$	-

SUPPLEMENTAL CASH FLOWS DISCLOSURE:
Cash paid for interest	$	-		$	-
Cash paid for income tax	$	-		$	-

The accompanying notes are an integral part of these financial statements.

F-6

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MON SPACE NET INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company

Mon Space Net, Inc (the “Company”) was incorporated in the State of Nevada on December 31, 2015. The Company plans to offer an online marketplace to sell products and services using a business to business to consumer model. The Company’s operations to date have been limited to offering shares of Common Stock to investors.

Basis of Presentation

The financial statements and accompanying notes to financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) in all material respects.

Use of Estimates and Assumptions

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

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and on deposit at banking institutions. Balances held by the Company are not typically in excess of FDIC insured limits. At December 31, 2016, all of the Company’s cash was deposited in one bank.

Stock-based Compensation

The Company estimates the fair value of each stock-based compensation award at the grant date by using Black-Scholes Option Pricing Model. The fair value determined represents the cost of the award and is recognized over the vesting period during which an employee is required to provide service in exchange for the award. As stock-based compensation expense is recognized based on awards ultimately expected to vest. Excess tax benefits, if any, are recognized as additional paid in capital.

Income Taxes

An asset and liability approach is used for financial accounting and reporting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when it is more likely than not that some or all of the deferred tax assets will not be realized. As of December 31, 2016, there were no deferred taxes due to the uncertainty of the realization of net operating loss or carry forward prior to expiration.

Earnings (Loss) Per Common Share

Basic earnings (loss) per common share excludes dilution and is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the net income of the entity. As of December 31, 2016 and 2015, there are no outstanding dilutive securities.

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Foreign Currency

The Company has determined that the functional currency of the Company is U.S. Dollars. Foreign currency transaction gains and losses are included in the statement of operations as other income (expense).

Subsequent Events

The Company has evaluated all transactions through the financial statement issuance date for subsequent event disclosure consideration.

New Accounting Pronouncements

In April 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-09, “Compensation – Stock Compensation” (topic 718). The FASB issued this update to improve the accounting for employee share-based payments and affect all organizations that issue share-based payment awards to their employees. Several aspects of the accounting for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards as either equity or liabilities; and (c) classification on the statement of cash flows. The updated guidance is effective for annual periods beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption of the update is permitted. The Company is currently evaluating the impact of the new standard.

In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606).” The new guidance provides new criteria for recognizing revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. The new guidance requires expanded disclosures to provide greater insight into both revenue that has been recognized and revenue that is expected to be recognized in the future from existing contracts. Quantitative and qualitative information will be provided about the significant judgments and changes in those judgments that management made to determine the revenue that is recorded. This accounting standard update, as amended, will be effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. Early adoption is permitted, but no earlier than fiscal 2017. The Company is currently assessing the provisions of the guidance and has not determined the impact of the adoption of this guidance on its financial statements.

In August 2014, the FASB issues ASU 2014-15,Disclosure of Uncertainties about and Entity’s Activities to Continue as a Going Concern. The new standard requires management to assess the company’s ability to continue as a going concern. Disclosures are required if there is substantial doubt as to the company’s continuation as a going concern within one year after the issue date of financial statements. The standard provides guidance for making the assessment including consideration of management’s plans which may alleviate doubt regarding the company’s ability to continue as a going concern. ASU 2014-15 is effective for years beginning after December 15, 2016. We do not expect the adoption of this pronouncement to have a material impact on our consolidated financial statements.

NOTE 2 – GOING CONCERN

The Company has not yet generated any revenue since its inception and has operating losses of $173,724 for theyear ended December 31, 2016. The Company's continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its shareholders or other sources, as may be required.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, the above conditions raise substantial doubt about the Company's ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

In order to maintain its current level of operations, the Company will require additional working capital from either cash flow from operations, debt financing or from the sale of its equity. However, the Company currently has no commitments from any third parties for financing. If the Company is unable to acquire additional financing, it will be required to significantly reduce its current level of operations or cease business.

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NOTE 3 – EQUITY

The Company is authorized to issue 1,000,000,000 shares of common stock.

On December 31, 2015, the Company issued 5,000,000 shares of its common stock to two founders of the Company. These shares are recorded at their par value of $5,000 as stock-based compensation to the individuals.

Ms. Lai Chai Suang, our Chief Executive Officer and Chief Financial Officer in June 2016, purchased 200,000,000 shares of our Common Stock for $200,000 on February 23, 2016. The Company received $200,000 related to Ms. Lai’s purchases of these 200,000,000 common shares on August 4, 2016. During 2016, in total, the Company sold 208,330,000 shares of common stock for proceeds of $208,330.

During the year ended December 31, 2016, the Company recorded $18,592 of capital contributions for unreimbursed expenses paid on behalf of the Company from one of its directors, Low Koon Poh,and affiliates for expenses paid on behalf of the Company.

NOTE 4 – RELATED PARTY TRANSACTION

During 2016, the Company received advances from Lai Chai Suang, our Chief Executive Officer and Chief Financial Officer, in the amount of $201,476. An amount of $190,000 was subsequently repaid in October 2016, leaving the balance of $11,476 outstanding at December 31, 2016. This loan is interest free and due on demand.

Further, the Company paid travel allowances totaling $15,000 to 2 directors of the Company, namely Low Koon Poh and Chan Foo Weng, during the year ended December 31, 2016, in addition to $47,000 to IPO Partners Limited, a company owned by Low Koon Poh and Chan Foo Weng, and recorded such payments as compensation expense.

During 2016, the Company paid incorporation expenses on behalf of Mon Space Plantation Inc, a company whose directors include Lai Chai Suang, Low Koon Poh and Chan Foo Weng, in the amount of $1,599. The amounts are recorded as a receivable on the accompanying balance sheet.

NOTE 5 – SUBSEQUENT EVENTS

On January 13, 2017, the majority shareholder of Mon Space Net Inc. (the “Company”) approved the increase of its authorized shares of common stock from 500,000,000 to 1,000,000,000, par value $0.001 per share (the “Increase of Authorized Stock”). On the same day, the Board of Directors of the Company adopted the resolution to amend its Articles of Incorporation to effect the Increase of Authorized Stock. The authorized shares have been presented retroactively for all periods.

On March 28, 2017, the Company incorporated MSNI (M) Sdn. Bhd., a company formed under the laws of Malaysia, as a wholly owned subsidiary.

On April 7, 2017, the wholly-owned subsidiary, MSNI (M) Sdn Bhd entered into a collaboration agreement with Monspacemall Sdn Bhd., a company formed under the laws of Malaysia to conduct its business jointly under the name of “monspacemall.com”. Monspacemall Sdn Bhd is partially owned by the CEO of the Company. The Company will be entitled to 50% of the profits of the venture.

On April 7, 2017, the Company entered into an acquisition agreement with the shareholders of Monspacemall Sdn Bhd pursuant to which the Company agreed to purchase a 100% equity interest, or 100,000 ordinary shares of Monspacemall Sdn Bhd for an aggregate purchase of $50,000. The consummation of the acquisition is subject to the completion of an audit of Monspacemall Sdn Bhd.

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Mon Space Net Inc. and Subsidiary

Index to Consolidated Financial Statements

	Page

Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016 (unaudited)	F-11

Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2017 and 2016 (unaudited)	F-12

Consolidated Statements of Cash Flows for the nine months ended September 30, 2017 and 2016 (unaudited)	F-13

Notes to unaudited consolidated financial statements	F-14

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MON SPACE NET INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	September 30,		December 31,
	2017		2016
ASSETS
Current assets
Cash and cash equivalents	$	21,426	$	65,700
Receivables - related party		331,613		1,599
Other current assets		142		-
Total current assets		353,181		67,299

Total assets	$	353,181	$	67,299

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	82,779	$	2,625
Note payable - related party		11,476		11,476
Due to related parties		13,149		-
Total current liabilities		107,404		14,101

Total liabilities		107,404		14,101

Stockholders' equity
Common stock, $0.001 par value, 1,000,000,000 authorized, 213,330,000 shares issued and outstanding		213,330		213,330
Additional paid-in capital		22,718		18,592
Retained earnings (Accumulated deficit)		2,374		(178,724	)
Accumulated other comprehensive income		7,355		-
Total stockholders' equity		245,777		53,198
Total liabilities and stockholders' equity	$	353,181	$	67,299

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

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MON SPACE NET INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
Revenue – related party	$	357,547		$	-		$	383,815		$	-

Operating expenses
General and administrative		81,778			3,039			126,744			21,256
Total operating expenses		81,778			3,039			126,744			21,256

Income (loss) from operations		275,769			(3,039	)		257,071			(21,256	)

Other expenses		(19	)		-			(19	)		-

Income before income tax		275,750			(3,039	)		257,052			(21,256	)

Provision for income tax		75,954			-			75,954			-

Net income (loss)	$	199,796		$	(3,039	)	$	181,098		$	(21,256	)
Other comprehensive income
Foreign currency translation adjustments		6,913			-			7,355			-
Comprehensive income (loss)	$	206,709		$	(3,039	)	$	188,453		$	(21,256	)

Net income (loss) per common share - basic and diluted	$	0.00		$	(0.00	)	$	0.00		$	(0.00	)
Weighted average number of common shares outstanding – basic and diluted		213,330,000			213,330,000			213,330,000			173,032,591

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

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MON SPACE NET INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended
	September 30,
	2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	181,098		$	(21,256	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Receivables - related party		(330,014	)		-
Other current assets		(142	)		-
Accounts payable		80,154			2,625
Net cash used in operating activities		(68,904	)		(18,631	)

CASH FLOWS FROM FINANCING ACTIVITIES
Capital contributions		4,126			18,592
Advances from related parties		13,149			201,476
Proceeds from sale of common stock		-			208,330
Net cash provided by financing activities		17,275			428,398

Effect of exchange rate changes on cash and cash equivalents		7,355			-

Net change in cash and cash equivalents		(44,274	)		409,767
Cash and cash equivalents, beginning of period		65,700			-
Cash and cash equivalents, end of period	$	21,426		$	409,767

SUPPLEMENTAL CASH FLOWS DISCLOSURE
Cash paid for interest	$	-		$	-
Cash paid for income tax	$	-		$	-

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

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MON SPACE NET INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company

On March 28, 2017, the Company incorporated MSNI (M) Sdn. Bhd. (“MSNI Malaysia”), a company formed under the laws of Malaysia, as a wholly owned subsidiary. The Company started generating revenue effective April 1, 2017 from the collaboration with Monspacemall Sdn Bhd for the e-commerce business.

On September 25, 2017, the Company incorporated MSNI (HK) Limited (“MSNI HK”), a company formed under the laws of Hong Kong, as a wholly owned subsidiary. The Company had minimal operations since incorporation through the financial statement issuance date.

Basis of Presentation

The consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) in all material respects. Certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been condensed or omitted from these statements pursuant to such rules and regulations and, accordingly, they do not include all the information and notes necessary for comprehensive financial statements and should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2016.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, MSNI (M) Sdn. Bhd., and MSNI (HK) Limited. Intercompany transactions and balances have been eliminated.

Use of Estimates and Assumptions

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

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and on deposit at banking institutions. Balances held by the Company are not typically in excess of FDIC insured limits. As of September 30, 2017, all of the Company’s cash was deposited in two banks.

Revenue Recognition

Revenues consist of profit sharing revenues from a collaboration agreement with Monspacemall Sdn Bhd (“MSMSB”). The Company recognizes revenue when it receives the monthly invoice and reconciliation from MSMSB showing products shipped and all risks and rewards of ownership have been transferred to third-party customers.

Income (Loss) Per Common Share

Basic income (loss) per common share excludes dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the net income of the entity. As of September 30, 2017, there are no outstanding dilutive securities.

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Foreign Currency

Income taxes

An asset and liability approach is used for financial accounting and reporting for income taxes. Deferred income taxes arise from temporary differences between income tax and financial reporting and principally relate to recognition of revenue and expenses in different periods for financial and tax accounting purposes and are measured using currently enacted tax rates and laws. In addition, a deferred tax asset can be generated by net operating loss carry forwards. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized.

Subsequent Events

The Company has evaluated all transactions through the financial statement issuance date for subsequent event disclosure consideration.

NOTE 2 – LIQUIDITY AND GOING CONCERN

NOTE 3 – EQUITY

The Company is authorized to issue 1,000,000,000 shares of common stock.

During March 2017, the Company recorded $4,126 in additional paid in capital for filing expenses paid on behalf of the Company from one of its directors, Low Koon Poh.

NOTE 4 – INCOME TAX

For the nine months ended September 30, 2017 and 2016, the Company had income tax losses from U.S. and Hong Kong entities that may be applied against future taxable income. The potential tax benefit arising from these loss carryforwards are offset by a valuation allowance due to the uncertainty of profitable operations in the future.

For the nine months ended September 30, 2017, MSNI Malaysia is subject income taxes under the tax laws of Malaysia. A resident company is taxed at an approximate rate of 24% if the chargeable income is in excess of MYR 500,000 in Malaysia. MSNI Malaysia accrued $75,954 of tax expenses estimated by the net income for the nine months ended September 30, 2017.

The effective income tax provision for the nine months ended September 30, 2017 differed from the computed “expected” income tax expense with effective income tax rate of 35% in United States on income before income taxes for the following reasons:

	For the nine months ended September 30, 2017

Computed income tax provision at statutory tax rate of 35%	$	89,968
Foreign tax rate differential		(34,204	)
Changes in allowance on deferred tax assets		20,190

Provision for income tax	$	75,954

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NOTE 5 – RELATED PARTY TRANSACTIONS

Collaborative Arrangement

On November 8, 2017, MSNI Malaysia and MSMSB agreed to revise the profit sharing arrangement to an amount equal to 6.5% of sales and the revision shall take effect retroactively as of August 1, 2017.

The agreement is initially valid for a year and automatically renews in one-year increments or whenever both parties agree to terminate it.

Acquisition Agreement

Other Related Party Transactions

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MON SPACE NET INC.

330,000 SHARES OF COMMON STOCK

PROSPECTUS

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT WE HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. THIS PROSPECTUS IS NOT AN OFFER TO SELL COMMON STOCK AND IS NOT SOLICITING AN OFFER TO BUY COMMON STOCK IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

Until _____________, all dealers that effect transactions in these securities whether or not participating in this offering may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

The Date of This Prospectus is ___________.

Table of Contents

PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

Securities and Exchange Commission registration fee	$	3.49
Transfer Agent Fees	$	-
Accounting fees and expenses	$	5,000
Legal fees and expense	$	40,000
Miscellaneous	$	1,000
Total	$	46,003.49

All amounts are estimates other than the SEC’s registration fee. We are paying all expenses of the offering listed above. No portion of these expenses will be borne by the selling shareholders. The selling shareholders, however, will pay any other expenses incurred in selling their Common Stock, including any brokerage commissions or costs of sale.

Item 14. Indemnification of Directors and Officers

To the fullest extent permitted by the laws of the State of Nevada, our Articles of Incorporation and Bylaws, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his/her position, if he/she acted in good faith and in a manner he/she reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he/she is to be indemnified, we must indemnify him/her against all expenses incurred, including attorney’s fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is theretofore unenforceable.

Item 15. Recent Sales of Unregistered Securities

We were incorporated in the State of Nevada on December 31, 2015. In connection with the incorporation, we issued 2,500,000 shares of Common Stock, valued at $0.001 per share, to each of our officers and directors.These shares were issued in reliance on the exemption under Section 4(2) of the Securities Act of 1933, as amended.

In February 2016, we sold through a Regulation S offering a total of 208,330,000 shares of Common Stock to 37 investors, at a price per share of $0.001 for an aggregate offering price of $208,330. The Common Stock issued in this offering was issued in a transaction not involving a public offering in reliance upon an exemption from registration provided by Regulation S of the Securities Act of 1933, as amended.

Item 16. Exhibits and Financial Statement Schedules

EXHIBIT
NUMBER		DESCRIPTION
3.1(1)		Certificate of Incorporation
3.2(1)		Bylaws
5.1**		Opinion of Ortoli Rosenstadt LLP
10.1(2)		Promissory Note issued by the Company to Lai Chai Suang
10.2(3)		Acquisition Agreement by and among Mon Space Net Inc. Dato’ Sri Lai Chai Suang and Wong Tat Foong dated April 7, 2017
10.3(3)		Collaboration Agreement by and between MSNI (M) Sdn. Bhd. and Monspacemall Sdn Bhd dated April 7, 2017
10.4(4)		Revised Collaboration Agreement by and among MSNI (M) Sdn Bhd and Monspacemall Bhd dated November 8, 2017
21.1(3)		List of Subsidiaries
23.1*		Consent of GBH CPAs, PC
23.2		Consent of Ortoli Rosenstadt, LLP (filed as Exhibit 5.1)

(1)

Incorporated by reference to the exhibits to the Company’s registration statement on S-1 Filed on March 31, 2016.

(2)

Incorporated by reference to the exhibits to the Company’s registration statement on S-1/A Filed on September 13, 2016.

(3)

Incorporated by reference to the exhibits to our current report on Form 8-K filed with the SEC on April 20, 2017

(4)

Incorporated by reference to the exhibits to our current report on Form 8-K filed with the SEC on November 13, 2017

* filed herewith.

** to be filed by amendment.

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Item 17. Undertakings

(A) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

i. To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(5) Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

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SIGNATURES

Pursuant to the requirement of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Petaling Jaya, Malaysia on January 3, 2018.

	MON SPACE NET INC.

	By:	/s/ Lai Chai Suang
		Lai Chai Suang
		Chief Executive Officer & Chief Financial Officer (Principal Executive Officer and Principal Accounting Officer)

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Lai Chai Suang	Chief Executive Officer,	January 3, 2018
Lai Chai Suang	Chief Financial Officer and Director (Principal Executive Officer and Principal Accounting Officer)

Signature	Title	Date

/s/ Low Koon Poh	Director	January 3, 2018
Low Koon Poh

Signature	Title	Date

/s/ Chan Foo Weng	Director	January 3, 2018
Chan Foo Weng

II-3

	PAGE
Prospectus Summary	1
Risk Factors	3
Use of Proceeds	8
Determination of Offering Price	8
Dilution	8
Market for Common Equity and Related Stockholder Matters	8
Description of Business	9
Description of Property	11
Legal Proceedings	11
Management Discussion and Analysis of Financial Condition and Plan of Operations	12
Directors, Executive Officers, Promoters and Control Persons	16
Executive Compensation	17
Security Ownership of Certain Beneficial Owners and Management	17
Transactions with Related Persons, Promoters and Certain Control Persons	17
Selling Shareholders	19
Plan of Distribution	20
Description of Securities to be Registered	21
Interests of Named Experts and Counsel	22
Where you can find more information	22
Index to Financial Statements	F-1
Signatures	II-1

Mon Space Net (MSNI) POS AMProspectus update (post-effective amendment)