UNITED
STATES SECURITIES
AND EXCHANGE COMMISSION WASHINGTON,
D.C. 20549  FORM
20-F  (Mark
One)  ☐
    REGISTRATION
    STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR  ☒
    ANNUAL REPORT
    PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For
the fiscal year ended December 31, 2021 OR  ☐
    TRANSITION REPORT
    PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For
the transition period from to OR  ☐
    SHELL COMPANY
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date
of event requiring this shell company report Commission
file number 001-38018  Integrated Media Technology Limited Integrated
Media Technology Limited (Exact
name of Registrant as specified in its charter and
translation of Registrant's name into English) Australia (Jurisdiction
of incorporation or organization)  Level
7, 420 King William Street, Adelaide, SA 5000, Australia Phone:
+61 8 8233 0881    E: corporate@imtechltd.com (Address
of principal executive offices)  Xiaodong
Zhang, Executive Director and Chief Executive Officer Level
7, 420 King William Street, Adelaide, SA 5000, Australia Phone:
+61 8 8233 0881    E: corporate@imtechltd.com (Name,
Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)  
 
 Securities
registered or to be registered pursuant to Section 12(b) of the Act.  Title
    of each class
    Trading
    Symbol(s)
    Name
    of each exchange 
    on which registeredOrdinary
    Shares
    IMTE
    NASDAQ
    Capital Market  Securities
registered or to be registered pursuant to Section 12(g) of the Act. None Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act. None Indicate
the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by
the annual report. The
number of ordinary shares, as of April 19, 2022 is 14,753,331 Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   ☐  Yes    
☒  No If
this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934.    ☐  Yes     ☒  No Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.    ☒  Yes     ☐
 No Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files).    ☒  Yes     ☐  No Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth
company. See definition of "large accelerated filer", "accelerated filer" and "emerging growth company"
in Rule 12b-2 of the Exchange Act.  Large
    accelerated filer ☐
    
    Accelerated
    filer ☐
    
    Non-accelerated
    filer ☒
    Emerging growth company ☒  If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided
pursuant to Section 13(a) of the Exchange Act.    ☐  Indicate
by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:  U.S. GAAP ☐
    
    International
    Financial Reporting Standards as issued
    by the International Accounting Standards Board
    ☒
    
    Other ☐  If
"Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant
has elected to follow.     ☐  Item 17     ☐  Item 18  If
this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).  
☐  Yes     ☒  No  
 
  TABLE
OF CONTENTS  INTRODUCTION
    [1]PART I
    [2]Item 1.
    Identity of Directors, Senior Management and Advisers
    [2]Item 2.
    Offer Statistics and Expected Timetable
    [2]Item 3.
    Key Information
    [2]Item 4.
    Information on the Company
    [28]Item 4A.
    Unresolved Staff Comments
    [44]Item 5.
    Operating and Financial Review and Prospects
    [44]Item 6.
    Directors, Senior Management and Employees
    [55]Item 7.
    Major Shareholders and
    Related Party Transactions
    [63]Item 8.
    Financial Information
    [65]Item 9.
    The Offer and Listing
    [65]Item 10.
    Additional Information
    [66]Item 11.
    Quantitative and Qualitative
    Disclosures About Market Risks
    [78]Item 12.
    Description of Securities
    Other than Equity Securities
    [78]PART II
    
    [79]Item 13.
    Defaults, Dividend Arrearages
    and Delinquencies
    [79]Item 14.
    Material Modifications
    to the Rights of Security Holders and Use of Proceeds
    [79]Item 15.
    Controls and Procedures
    [79]Item 15T
    Controls and Procedures
    [80]Item 16
    Reserved
    [80]Item 16A.
    Audit Committee Financial
    Expert
    [80]Item 16B.
    Code of Ethics
    [80]Item 16C.
    Principal Accountant Fees
    and Services
    [81]Item 16D.
    Exemptions from the Listing
    Standards for Audit Committees
    [81]Item 16E.
    Purchases of Equity Securities
    by the Issuer and Affiliated Purchasers
    [81]Item 16F.
    Change in Registrant's
    Certifying Accountant
    [82]Item 16G.
    Corporate Governance
    [82]Item 16H.
    Mine Safety Disclosure
    [82]PART III
    
    [83]Item 17.
    Financial Statements
    [83]Item 18.
    Financial Statements
    [83]Item 19.
    Exhibits
    [84]SIGNATURES
    [87]   i
 Table of Contents
 INTRODUCTION Integrated
Media Technology Limited was incorporated under the laws of the Commonwealth of Australia on August 8, 2008. As used in this annual report,
the terms "we," "us," "our", "IMTE", and the "Company" mean Integrated Media Technology
Limited and its subsidiaries, unless otherwise indicated. In this annual report on Form 20-F references to:  ●
		"Australia" are to the Commonwealth of Australia;●
		"Australian dollars" or "A$" are to the currency of Commonwealth of Australia;●
		"China" or the "PRC" are to the People's Republic of China, excluding Taiwan and the special administrative regions of Hong Kong and Macau for the purposes of this annual report only;●
		"the Group" or "Group" refers to Integrated Media Technology Limited and its subsidiaries;●
		"Hong Kong dollar" are to the official currency of Hong Kong;●
		"Korea" or "South Korea" are to Republic of Korea;●
		"NASDAQ" are to the NASDAQ Stock Market;●
		"SEC" means the United States Securities and Exchange Commission;●
		"shares", "Shares" or "Ordinary Shares" are to the ordinary shares of the Company, no par value;●
		"U.S. dollars" or "US$" are to the currency of the United States of America;●
		"Won" are to the legal currency of South Korea;●
		"Hong Kong" are to the Hong Kong Special Administrative Region;●
		"RMB" and "Renminbi" are to the legal currency of China. Our
consolidated financial statements appearing in this annual report on Form 20-F are prepared in Australian dollars and in accordance with
the International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB. Our consolidated
financial statements appearing in this annual report on Form 20-F comply with both the IFRS and Australian equivalents to IFRS, or A-IFRS.
Compliance with Australian Accounting Standards ensures that the financial statements and notes also comply with IFRS. Statements
made in this annual report on Form 20-F concerning the contents of any contract, agreement or other documents are summaries of such contracts,
agreements or documents and are not complete descriptions of all of their terms. If we filed any of these documents as an exhibit to
this annual report or to any annual report that we previously filed, you may read the document itself for a complete description of its
terms. Except
for the historical information contained in this annual report on Form 20-F, the statements contained in this annual report on Form 20-F
are "forward-looking statements" which reflect our current view with respect to future events and financial results. We urge
you to consider that statements which use the terms "anticipate," "believe," "do not believe," "expect,"
"plan," "intend," "estimate," and similar expressions are intended to identify forward-looking statements.
We remind investors that forward-looking statements are merely predictions and therefore inherently subject to uncertainties and other
factors and involve known and unknown risks that could cause the actual results, performance, levels of activity, or our achievements,
or industry results, to be materially different from any future results, performance, levels of activity, or our achievements expressed
or implied by such forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date hereof. Except as required by applicable law, including the securities laws of the United States, we
undertake no obligation to publicly release any update or revision to any forward-looking statements to reflect new information, future
events or circumstances, or otherwise after the date hereof. Please see the Risk Factors section that appears in "Item 3. Key Information
- D. Risk Factors." 1
 Table of Contents
 PART
I  ITEM
                          1.IDENTITY
                                            OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS  Not
applicable.  ITEM
                          2.OFFER STATISTICS
                                            AND EXPECTED TIMETABLE  Not
applicable.  ITEM
                          3.KEY INFORMATION  A.       [Reserved]   B.       Capitalization
and Indebtedness  Not
applicable.  C.       Reasons
for the Offer and Use of Proceeds  Not
applicable. 2
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 D.       Risk
Factors  The following risks relate specifically to our business and should be considered carefully. Our business, financial condition and results of operations could be harmed by any of the following risks. The risks and uncertainties described below are not the only ones that we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business. If any of the following risks and uncertainties develops into actual events, our business, financial condition, and results of operations could be materially and adversely affected, and the trading price of our Ordinary Shares could decline. As a result of the above factors, the trading price of our Ordinary Shares could decline, and the holders could lose part or all of their investment.  General
Risks  The
recurrence of the coronavirus disease ("COVID-19"), or similar adverse public health developments in Korea, China and Hong Kong, may materially
and adversely affect our business and operating results.  The
COVID-19 is currently impacting countries, communities, supply chains and markets globally. The outbreak of COVID-19 in Korea,
China and Hong Kong has resulted and may continue to result in increased travel restrictions, border control, and shutdown of businesses,
which may cause slower recovery of the global economies. We may experience impact from quarantines and market downturns related to pandemic
fears and impact on our workforce if the virus continues to spread. COVID-19 affects our workforce and supplier's workforce, and as a
result we are experiencing a slow resumption of operations and may experience delays or the inability to deliver goods on a timely basis.
In addition, one or more of our customers, partners, service providers or suppliers may experience financial distress, delayed or defaults
on payment, file for bankruptcy protection, sharp diminishing of business, or suffer disruptions in their business due to the outbreak.
The extent to which the COVID-19 impacts our results are highly uncertain and will include emerging information concerning the severity
of the COVID-19 and the actions taken by governments at various levels and private businesses to attempt to contain the virus. Wider-spread
COVID-19 in the countries we operate and globally could prolong the deterioration in economic conditions and could cause decreases
in demand and reduce and/or negatively impact our ability to grow our revenues. Any decreased collectability of accounts receivable,
bankruptcy of small and medium businesses, or early termination of agreements due to deterioration in economic conditions could negatively
impact our results of operations. Although the Company is taking measures to mitigate the effect as much as possible, there is no assurance
that the steps will be sufficient. In most respects it is still early in the pandemic to be able to quantify all the ramifications.  Geopolitical
and other challenges and uncertainties due to the ongoing military conflict between Russia and Ukraine could have a material adverse
effect on the global economy, certain material and commodity prices and our business.  Global markets are currently operating in a period of economic uncertainty, volatility and disruption following Russia's full-scale
invasion of Ukraine on February 24, 2022. Although the length and impact of the ongoing military conflict is highly unpredictable, the
conflict in Ukraine and any other geopolitical tensions could have an adverse effect on the economy and business activity globally and
lead to:  ●
    credit
    and capital market disruptions; ●
    significant
    volatility in commodity prices (such as grains, fertilizer inputs and oil and gas); ●
    increased
    expenses related to direct and indirect materials used in our production process (i.e., packaging, logistics and inputs, among others); ●
    increased
    costs of resources (such as energy, natural gas and coal) for our operations; ●
    slowdown
    or disruption of the global and local supply chain, which may lead to shortages and lack of critical materials, commodities and products
    in the market; ●
    potential
    appreciation of the U.S. dollar; ●
    increase
    in interest rates and inflation in the markets in which we operate, which may contribute to further increases in the prices of energy,
    oil and other commodities; and ●
    lower
    or negative global growth. Any
such event may increase our costs and adversely affect our business if we are not able to pass such increased costs onto our customers. 3
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 Additionally,
Russia's prior annexation of Crimea, recent recognition of two separatist republics in the Donetsk and Luhansk regions of Ukraine
and subsequent military interventions in Ukraine have led to sanctions and other penalties being levied by the United States, European
Union and other countries against Russia, Belarus, the Crimea Region of Ukraine, the so-called Donetsk People's Republic, and the
so-called Luhansk People's Republic, including the agreement to remove certain Russian financial institutions from the Society for
Worldwide Interbank Financial Telecommunication, or SWIFT, payment system. Additional potential sanctions and penalties have also been
proposed and/or threatened. Russian military actions, the resulting sanctions and Russian counter measures or retaliatory actions (including
cyberattacks and espionage) could adversely affect the global economy and financial markets and lead to further instability and lack
of liquidity in capital markets. The
impact of these measures, as well as potential responses to them by Russia, is currently unknown and, while we currently have no exposure
to Russia and Ukraine, current and future measures could significantly and adversely affect our business, financial condition and results
of operations, including, for example, increase in costs of exporting to Europe for our halal products, potential sanctions in the marketing
of our products to Russia and threats to the safety of our employees in locations close to the conflict. Geopolitical and economic risks
have also increased over the past few years as a result of trade tensions between the United States and China, Brexit, and the rise of
populism. Growing tensions may lead, among others, to a deglobalization of the world economy, an increase in protectionism or barriers
to immigration, a general reduction of international trade in goods and services and a reduction in the integration of financial markets,
any of which could materially and adversely affect our business, financial condition, and results of operations. We
are continuing to monitor the situation in Russia, Ukraine and globally and assess its potential impact on our business. Any of the abovementioned
factors could adversely affect our business, prospects, financial condition, and operating results. The extent and duration of the military
action, sanctions and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions may also
magnify the impact of other risks described elsewhere in this annual report.  Risks
Related to Our Business  We
have a history of operating losses and may not achieve profitability in the future.  We
have a long history of operating losses and, unless we are able to generate sufficient and consistent revenue, we will incur losses
from operations and may not achieve or maintain profitability. As of December 31, 2021, we had an accumulated deficit of
A$37,169,358. For the year ended December 31, 2021 we recorded loss of of A$6,585,626 which was mainly resulted from the decline
in sales of our 3D display products due to the worldwide pandemic. Our 3D display sales are targeted to consumer and the advertising
sectors, both of which have been adversely effected by the pandemic. The Company could not sell its 3D products and services on a
consistent basis through distribution channels to commercial and consumer sectors to increase revenue. Therefore, the Company has
been broadening its revenue base by expanding its business to electronic glass, nano-coated plate air filters and air purifier
products, halal certification and sale of halal products, and the operation of a digital asset exchange. At the end of 2021, the
Company stopped the sale of its 3D display products to curtail its overhead costs due to the prolonged pandemic outlook. In
addition, the Company will continue to try to increase sales in other products, and reduce its operating overhead to return to
profitability. There is no certainty that we can solve these issues facing the Company.  If
we fail to achieve profitability, or if we are unable to fund our continuing operations, our business will be harmed, and the
holders of our Ordinary Shares could lose all or part of their investment. There is a substantial risk that we may not be able to
fund the new businesses in nano-coated plate filters, the lamination operation for switchable glass, halal certification and sale of
halal products, and operating of a digital assets exchange. We will rely on halal certification and sale of halal food, operating
the digital assets exchange, sale of switchable glass, and nano-coated plate filters, to generate revenues in the future. It is
possible that none of them will be successfully commercialized which would prevent us from achieving and maintaining
profitability.  We
have a limited operating history, and it may be difficult for potential investors to evaluate our business.  We
are just starting our new businesses in nano-coated plate filters, the lamination operation for switchable glass, halal
certification and sale of halal products, and operating of a digital assets exchange ("New Businesses"). Our limited operating
history in these New Businesses makes it difficult for potential investors to evaluate our New Businesses or prospective operations
with long term view. We are subject to all the risks inherent in the initial organization, financing, expenditures, complications
and delays inherent in these relatively new businesses. Our New Businesses may face delays in sales and financing from suppliers due
to our new entry into the market of our products or services which may face challenges in consumer recognition and acceptance, where
more established players and products have better resources to penetrate the markets. Moreover, as a new entrant in these
competitive markets, we face many questions on our Company, organization, finances, and product information before distributors are
willing to carry our products into their network. Thus, it takes additional time to establish distributor network for our products,
and for these distributors to accept our products into their network. Our products may never be accepted by distributors and thereby
hinder our ability to sell our products in the target markets. Investors should evaluate an investment in us considering the
uncertainties encountered by such companies in a competitive environment. Our New Businesses is dependent upon the implementation of
our business plan for each business segment, as well as the ability to access continuous innovation in our products and improve our
services. There can be no assurance that our efforts will be successful or that we will be able to attain profitability. 4
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 We may incur significant delays and/or expenses relating to the COVID-19 outbreak in Korea, China  and Hong Kong.  Beginning
in late 2019, COVID-19 was reported in Wuhan, China. The World Health Organization has declared the outbreak to constitute a "Public
Health Emergency of International Concern." This has prompted government-imposed quarantines, closures of certain travel and
businesses. In February 2022, the Company temporarily shut down its Hong Kong office for a few weeks due to a staff family member
contracting the virus. In addition, from March 2022 the borders between Hong Kong and Shenzhen, China has been severely restricted
making travel between Hong Kong and mainland China prohibitively difficult. In April 2022, the restriction in travel and the border
situation have somewhat eased. In 2022, our offices have generally been open but some of our staff have been working remotely from
home. This has delayed in delivery of products to our factory, interruption of the supply chain, and the effects of the increase in
logistic costs for shipping goods. Our sales activities have been severely affected by the pandemic due to travel restrictions in
Hong Kong and China. It is presently unknown whether and to what extent the Company's sales pipeline may be affected if the pandemic
persists for an extended time. The Company will likely incur significant losses as most of our sales are expected to be derived from
selling our electronic glass, air filters and air purifiers, and halal products - all requiring close interaction with our sales
distributors and customers as our products and services are new to the markets. This restriction in travel could have a material
adverse impact on our business, operating results, and financial condition.  We
will require additional financing in the future to sufficiently fund our operations.  We
had incurred a significant loss in for the past 3 years from 2019 to 2021, and we may incur losses in the future as we continue to
develop our businesses in new businesses in nano-coated plat filters, the lamination operation for switchable glass, halal
certification and sale of halal products and operating of a digital assets exchange. Our actual cash requirements may vary from
those now planned and will depend upon many factors, including: the timing, costs and results of commercialization of our products;
the commercial potential of our products; our ability to outsource manufacturing capabilities; and the status and timing of
competitive developments.  We
anticipate that as the development of our businesses including the capital-intensive lamination operation for our switchable glass
operation, we will require additional funds to achieve our long-term goals of commercialization. In addition, we will require funds
to defend our intellectual property rights, outsource manufacturing capacity, develop marketing and sales capability and fund
operating expenses for all our products. We intend to seek such additional funding through public or private financings and or other
arrangements with corporate partners. However, such financing, licensing opportunities or other arrangements may not be available
from any sources on acceptable terms, or at all. Any shortfall in funding could result in our having to curtail or sell or cease our
operations, which would harm our business, financial conditions, and results of operations.  We
have limited cash resources and if we cannot raise additional funds or generate more revenues, we will not be able to pay our vendors
and will probably not be able to continue as a going concern.  We
will need to raise additional funds to pay outstanding debts, purchase of lamination equipment, vendor invoices and execute our
business plan. Our future cash flows depend on our ability to enter into, and be paid under, contracts with our distributors for the
sale of halal products, switchable glass and the nano-coated plate filters and air purifiers. There can be no assurance that
additional funds will be available when needed from any source or, if available, will be available on terms that are acceptable to
us.  We
may be required to pursue sources of additional capital through various means, including joint venture projects and debt or equity
financings. Future financings through equity investments will be dilutive to existing shareholders. Also, the terms of securities we
may issue in future capital transactions may be more favorable for our new investors. Newly issued securities may include
preferences, superior voting rights, and the issuance of warrants or other convertible securities, which will have additional
dilutive effects. Further, we may incur substantial costs in pursuing future capital and/or financing, including investment banking
fees, legal fees, accounting fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash
expenses in connection with certain securities we may issue, such as convertible notes and warrants, which will adversely impact our
financial condition and results of operations.  Our
ability to obtain needed financing may be impaired by such factors as the weakness of capital markets and the fact that we have
incurred a substantial loss in the past few years which could impact the availability or cost of future financing. If the amount of
capital we are able to raise from financing activities, together with our revenues from operations, is not sufficient to satisfy our
capital needs, even to the extent that we reduce our operations, we may be required to sell or cease operations.  Our
limited operating history and rapidly evolving business makes it difficult for us to accurately forecast revenues and expenses.  We
have a limited operating history on which to base an evaluation of our business and prospects, especially since our businesses are newly
established. Our operating results may fluctuate as a result of a number of factors, many of which are outside of our control. For these
reasons, comparing our operating results on a period-to-period basis may not be meaningful, and you should not rely on our past results
as an indication of our future performance. Our prospects must be considered in light of inherent risks, expenses, and difficulties encountered
by companies in their early stages of development, particularly in new and evolving markets. 5
 Table of Contents
 Some
of the other risks and uncertainties of our business relate to our ability to:  -	offer
innovative products and services across our businesses to attract and retain customer base; -	attract
customers; -	increase
awareness of our brand and continue to develop consumer and customer loyalty; -	respond
to competitive market conditions; -	respond
to changes in our regulatory environment; -	manage
risks associated with intellectual property rights; -	maintain
effective control of our costs and expenses; -	raise
sufficient capital to sustain and expand our business; -	attract,
retain and motivate qualified personnel; and -	upgrade
our technology to support increased traffic and expanded services.  If
we are unsuccessful in addressing any of these risks and uncertainties, our business may be materially and adversely affected.  The
development of our business is dependent upon the completion and integration of acquisitions and other transactions that have only recently
closed or incurred in the future.  Our
business may not be successful if we are unable to successfully operate and integrate the businesses we acquire such as the
nano-coated plate filter business. Accordingly, it is difficult to evaluate our business based upon our historical financial
results. We expect to continually look for new businesses to acquire to develop and grow our operations. If we fail to identify such
business, or are unable to acquire such businesses on reasonable terms, or fail to successfully integrate such businesses, our
operating results and prospects could be harmed.  We
face significant competition and may suffer from a loss of customers as a result.  We
expect to face significant competition in our nano-coated plate filter, switchable glass, halal products and digital assets
marketplace businesses, particularly from other companies that seek to provide similar products and services. Many of these
competitors have significantly greater financial resources and more personnel than we have. They may also have longer operating
histories and more experience in attracting, retaining and managing customers. They may use their experience and resources to
compete with us in a variety of ways, including by competing more for users, customers, distributors, media channels and by
investing more heavily in research and development and making acquisitions. If we fail to compete effectively, our business,
financial condition and results of operation will be adversely affected.  Exchange
rate fluctuations will continue to affect our reported results of operations.  The
functional currency of each of our Group's entities is measured using the currency of the primary economic environment in which that
entity operates. For our operations in Korea, China and Hong Kong, the functional currency for the companies operating in these territories
will have a functional currency of South Korea won, Chinese Renminbi and Hong Kong dollars, respectively. Substantially all of our revenues
are realized, and a significant portion of our operating costs are incurred, in Korea, Chinese Renminbi and Hong Kong dollars. Movement
in currency exchange rates will also affect cash denominated in U.S. dollars and Australian dollars and therefore will affect our reported
results of operations.  We
have limited manufacturing experience with our production candidates. Delays in manufacturing sufficient quantities of products may negatively
impact our business and operations.  We
have limited manufacturing experience. We manufacture nano-coated plate filters. In the second half of 2022, we expect to operate
the lamination lines for the switchable glass, but we may not have the expertise, staffing and technical capability to operate a
successful and profitable manufacturing operation. We may need to develop additional manufacturing resources, enter into
collaborative arrangements with other parties, or have third parties manufacture our products on a contract basis. We may not have
access, on acceptable terms, to financing required to scale-up production and develop commercial manufacturing processes. We may not
be able to enter into collaborative or contractual arrangements on acceptable terms with third parties that will meet our
requirements for quality, quantity and timeliness. Such delays and hurdles could harm our business, financial condition and results
of operations.  To
the extent we rely significantly on contractors, we will be exposed to risks related to the business conditions of our contractors.  We
are a small company and we rely on a variety of contractors to manufacture our air filters and air purifier products. Adverse events that
affect one or more of our contractors could adversely affect us. For example:  ●a
                                            contractor is unable to retain key staff that have been working on our manufacturing orders; ●a
                                            contractor produces substandard products that are unacceptable to us; ●a
                                            contractor is unable to sustain operations due to financial or other business issues; ●a
                                            contractor loses its business permits or licenses that may be required to manufacture our
                                            products; or ●errors,
                                            negligence or misconduct that occur within a contractor may adversely affect our business
                                            concerns although we may not be directly responsible. 6
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 To
the extent we are able to enter into collaborative arrangements or strategic alliances, we will be exposed to risks related to those
collaborations and alliances.  An
important element of our strategy for developing, manufacturing and commercializing our nano-coated plate filter and halal products
is entering into partnerships and strategic alliances with other distribution companies or other industry participants to advance
our distribution capabilities and enable us to maintain our financial and operational capacity. We may not be able to negotiate
alliances on acceptable terms, if at all. Although we are not currently parties to any collaborative arrangements or strategic
alliances that we believe are material to our business. In the future we may rely on collaborative arrangements or strategic
alliances to complete the development and commercialization of some of our nano-coated plate filter and halal products. Although we
have no specific reason to believe that we will be at a disadvantage when negotiating such collaborative arrangements or strategic
alliances, our negotiating position will be influenced by our financial capacity at the relevant time to continue the development
and commercialization of the relevant products, as well as the timing of any such negotiations and the stage of development of the
relevant product candidate. These arrangements may result in us receiving less revenue than if we sold such products directly, may
place the development, sales and marketing of our products outside our control, may require us to relinquish important rights or may
otherwise be on terms unfavorable to us. Collaborative arrangements or strategic alliances will subject us to a number of risks,
including the risk that:  ●we
                                            may not be able to control the amount and timing of resources that our strategic partners/collaborators
                                            may devote to our products; ●our
                                            strategic partners/collaborators may experience financial difficulties; ●we
                                            may be required to relinquish important rights such as marketing and distribution rights; ●business
                                            combinations or significant changes in a collaborator's business strategy may also adversely
                                            affect a collaborator's willingness or ability to complete its obligations under any arrangement; ●a
                                            collaborator could independently move forward with a competing product developed either independently
                                            or in collaboration with others, including our competitors; and ●collaborative
                                            arrangements are often terminated or allowed to expire, which would delay the development
                                            and may increase the cost of developing our product candidates.  We
may face intellectual property infringement claims and other related claims that could be time-consuming and costly to defend and may
result in our inability to continue providing certain of our existing services.  Technology
and service companies are frequently involved in litigation based on allegations of infringement of intellectual property rights,
unfair competition, and invasion of privacy, defamation and other violations of third-party rights. The validity, enforceability and
scope of protection of intellectual property, particularly in China, are uncertain and still evolving. In addition, many parties are
actively developing and seeking protection for electronics technologies, including seeking patent protections. There may be patents
issued or pending that are held by others that cover significant aspects of our technologies, products, business methods or
services. As we face increasing competition and as litigation becomes more common in the United States, China, Hong Kong and
elsewhere in Asia for resolving commercial disputes, we face a higher risk of being the subject of intellectual property
infringement claims.  Intellectual
property litigation is expensive and time-consuming and could divert resources and management attention from the operations of our
businesses. If there is a successful claim of infringement, we may be required to pay substantial fines and damages or enter into
royalty or license agreements that may not be available on commercially acceptable terms, if at all. Our failure to obtain a license
of the rights on a timely basis could harm our business. Any intellectual property litigation could have a material adverse effect
on our business, financial condition or results of operations.  If
we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial
results or prevent fraud.  We
are subject to reporting obligations under the U.S. securities laws. The SEC, as required by Section 404 of the Sarbanes-Oxley Act
of 2002, adopted rules requiring every public company to include in its annual report a management report on such company's internal
controls over financial reporting which contains management's assessment of the effectiveness of the company's internal controls
over financial reporting. In addition, if the Company qualifies under certain revenue or market capitalization test an independent
registered public accounting firm must attest to and report on management's assessment of the effectiveness of the company's
internal controls over financial reporting. In addition, an independent registered public accounting firm must attest to and report
on management's assessment of the effectiveness of the company's internal controls over financial reporting. Our management may
conclude that our internal controls over financial reporting are not effective. Moreover, even if our management concludes that our
internal controls over financial reporting are effective, our independent registered public accounting firm may still decline to
attest to our management's assessment or may issue a report that is qualified if they are not satisfied with our controls or the
level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements
differently from us. Our reporting obligations as a public company will place a significant strain on our management, operational
and financial resources and systems for the foreseeable future. We are a Company with a small team of accounting personnel and other
resources with which to address our internal financial controls and procedures. If we fail to timely achieve and maintain the
adequacy of our internal financial controls, we may not be able to conclude that we have effective internal controls over financial
reporting at a reasonable assurance level. Moreover, effective internal controls over financial reporting are necessary for us to
produce reliable financial reports and are important to help prevent fraud. As a result, our failure to achieve and maintain
effective internal controls over financial reporting could result in the loss of investor confidence in the reliability of our
financial statements, which in turn could harm our business and negatively impact the market price of our shares. 7
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 If
we fail to attract customers for our nano-coat plated filter, switchable glass products, halal products and services, and digital asset
marketplace, our growth prospects could be seriously harmed.  Our
distributors will not work with us if our products and services offerings do not sell well or do not have adequate sales margin for their
sales channels. In addition, our customers will not maintain their business relationships with us if we cannot secure attractive competitive
products and service offerings. Failure to retain customers, distributors or channel partners could seriously harm our business and growth
prospects.  Because
we primarily rely on distributors in distributing our halal products, nano-coated plate filter products and switchable glass products,
our failure to retain key distributors or attract additional distributors could materially and adversely affect our business.  We
mainly rely on distributors to sell our halal products, nano-coated plate filter products and switchable glass products. If our
distributors do not provide quality services to its customers, they may lose customers and our results of operations may be
materially and adversely affected indirectly. There is no assurance that we can maintain favorable relationships with our current
distributors. Our distribution arrangements will be non-exclusive. Furthermore, some of our potential distributors may have
contracts with our competitors or potential competitors and may not sign distribution agreements with us. If we fail to retain our
key distributors or attract additional distributors on terms that are commercially reasonable, our business and results of
operations could be materially and adversely affected.  We
operate in a capital-intensive industry and require a significant amount of cash to fund our lamination operations and to manufacture
our electronic glass. If we fail to obtain sufficient capital to fund our lamination equipment and operations, our business, financial
condition and future prospects may be materially and adversely affected.  The
operation of manufacturing electronic glass requires significant and continuous investment in equipment. Manufacturing the electronic
glass is costly due to the need to build up inventory for large construction projects which typically requires the glass to be installed
at the final stage of construction. The ability and possibly the need to fund this working capital requirement may determine the ability
to win contracts. If we cannot obtain adequate capital to meet our capital needs, we may not be able to fully execute our strategic plans
for growth and our business, financial condition and prospects may be materially and adversely affected.  We
are subject to payment processing risk.  Our
marketplace and e-commerce customers pay for their services using a variety of different online payment methods. We rely on third parties
to process such payments. Acceptance and processing of these payment methods are subject to certain rules and regulations and require
payment of interchange and other fees. To the extent there are increases in payment processing fees, material changes in the payment
ecosystem, such as delays in receiving payments from payment processors and/or changes to rules or regulations concerning payment processing,
our revenues, operating expenses and results of operations could be adversely impacted.  Security
breaches and attacks against our internal systems and network, and any potential resulting breach or failure to otherwise protect confidential
and proprietary information, could damage our reputation and negatively impact our business, as well as materially and adversely affect
our financial condition and results of operations.  Although
we have employed resources to develop security measures against unauthorized access to our systems and networks, our cybersecurity measures
may not successfully detect or prevent all unauthorized attempts to access the data on our network or compromise and disable our systems.
Unauthorized access to our network and systems may result in the misappropriation of information or data, deletion or modification of
user information, or a denial-of-service or other interruption to our business operations. As techniques used to obtain unauthorized
access to or sabotage systems change frequently and may not be known until launched against us or our third-party service providers,
we may be unable to anticipate, or implement adequate measures to protect against these attacks. If we are unable to avert these attacks
and security breaches, we could be subject to significant legal and financial liability, our reputation would be harmed and we could
sustain substantial revenue loss from user dissatisfaction. We may not have the resources or technical sophistication to anticipate or
prevent rapidly evolving types of cyber-attacks. Actual or anticipated attacks and risks may cause us to incur significantly higher costs,
including costs to deploy additional personnel and network protection technologies, train employees, and engage third-party experts and
consultants. Cybersecurity breaches would not only harm our reputation and business, but also could materially decrease our revenue and
net income. 8
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 Disruption
or failure of our IT systems could impair our users' online experience and adversely affect our reputation.  Our
ability to provide users with a high-quality online experience on our marketplace and e-commerce platform depends on the continuous and
reliable operation of our IT systems. We cannot assure you that we will be able to procure sufficient bandwidth in a timely manner or
on acceptable terms or at all. Failure to do so may significantly impair user experience on our platform and decrease the overall effectiveness
of our platform to our users.  If
we experience frequent or persistent service disruptions, whether caused by failures of our own systems or those of third-party service
providers, our users' experience may be negatively affected, which in turn, may have a material and adverse effect on our reputation.
We cannot assure you that we will be successful in minimizing the frequency or duration of service interruptions.  We
face risks related to natural disasters, health epidemics and other outbreaks, which could significantly disrupt our operations.  We
are vulnerable to natural disasters and other calamities. Fire, floods, typhoons, earthquakes, power loss, telecommunications failures,
break-ins, war, riots, terrorist attacks or similar events may give rise to server interruptions, breakdowns, system failures, technology
platform failures or internet failures, which could cause the loss or corruption of data or malfunctions of software or hardware as well
as adversely affect our ability to produce video content or provide products and services on our e-commerce platform.  Our
business operations could be disrupted if any of our employees are suspected of having COVID-19, Ebola virus disease, H1N1 flu, H7N9
flu, avian flu, SARS or other epidemic, since we could require our employees to be quarantined and/or our offices to be disinfected.
In addition, our business, financial condition or results of operations could be materially and adversely affected to the extent that
any of these epidemics harms the global economy in general.  Our
failure to protect our intellectual property rights could have a negative impact on our business.  We
believe our brand, trade names, trademarks and other intellectual property are critical to our success. The success of our business depends
substantially upon our continued ability to use our brand, trade names and trademarks to increase brand awareness and to further develop
our brand. The unauthorized reproduction of our trade names or trademarks could diminish the value of our brand and our market acceptance,
competitive advantages or goodwill. In addition, our proprietary information, which has not been patented or otherwise registered as
our property, is a component of our competitive advantage and our growth strategy.  Monitoring
and preventing the unauthorized use of our intellectual property is difficult. The measures we take to protect our brand, trade names,
trademarks and other intellectual property rights may not be adequate to prevent their unauthorized use by third parties. In addition,
the application of laws governing intellectual property rights in Malaysia, China and other countries are uncertain and evolving, and
could involve substantial risks to us. To our knowledge, the relevant authorities in China historically have not protected intellectual
property rights to the same extent as the United States. If we are unable to adequately protect our brand, trade names, trademarks and
other intellectual property rights, we may lose these rights and our business may suffer materially. Further, unauthorized use of our
brands, trade names or trademarks could cause brand confusion among advertisers and harm our reputation as a provider of high quality
and comprehensive advertising services. If our brand recognition decreases, we may lose advertisers and fail in our expansion strategies,
and our business, results of operations, financial condition and prospects could be materially and adversely affected.  The
creation of non-fungible token ("NFT") marketplace is dependent on our ability to develop an acceptable blockchain.  Our
ability to create NFTs that can be minted, accepted and transferred is dependent on our ability to develop an accepted and secured blockchain.
Failure to develop a secured and reliable blockchain, will adversely affect our ability to create a marketplace where our users can trade,
purchase and sell their NFTs.  We
do not have any access or working relationship with metaverse universe platform and no assurance can be given that we will have a
third party metaverse platform that will be accepted by our users or generate sufficient interest.  We
do not have a metaverse platform to feature our NFT. It is our intent that we will cooperate with a metaverse platform featuring a virtual
world containing immersive experiences in social networking, gaming and NFT, boasting a wide range of "online + offline" and
"virtual + reality" scenarios to promote the development of new content by creators and owners of NFT.  There
can be no assurance that the market for NFTs will be developed and/or sustained, which may materially adversely affect our business operations.  The
market for digital assets, including, without limitation, NFTs, is still nascent. Accordingly, the market for NFTs may not develop,
of if a market does develop, such value be maintained. If no market develops for NFTs in the future, it may be difficult or
impossible for us to develop and maintain a marketplace where our users can trade, purchase and sell their NFTs. 9
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 The
technology underlying blockchain technology is subject to a number of industry-wide challenges and risks relating to consumer acceptance
of blockchain technology. The slowing or stopping of the development or acceptance of blockchain networks and blockchain assets would
have a material adverse effect on the successful development of our NFT marketplace platform.  The
growth of the blockchain industry is subject to a high degree of uncertainty regarding consumer adoption and long-term development. The
factors affecting the further development of the blockchain and NFT industry include, without limitation:  ●
    Worldwide growth in the
    adoption and use of NFTs and other blockchain technologies;  ●
    government and quasi-government
    regulation of NFTs and their use, or restrictions on or regulation of access to and operation of blockchain networks or similar systems;  ●
    the maintenance and development
    of the open-source software protocol of blockchain networks;  ●
    changes in consumer demographics
    and public tastes and preferences;  ●
    the availability and popularity
    of other forms or methods of buying and selling goods and services, or trading assets, including new means of using government-backed
    currencies or existing networks;  ●
    the extent to which current
    interest in NFTs represents a speculative "bubble";  ●
    general economic conditions
    in the United States and the world;  ●
    the regulatory environment
    relating to NFTs and blockchains; and  ●
    a decline in
    the popularity or acceptance of NFTs or other digital assets.  The
NFT industry as a whole has been characterized by rapid changes and innovations and is constantly evolving. Although it has experienced
significant growth in recent years, the slowing or stopping of the development, general acceptance and adoption and usage of blockchain
networks and blockchain assets may deter or delay the acceptance and adoption of NFTs.  The
slowing or stopping of the development, general acceptance and adoption and usage of blockchain networks or blockchain assets may adversely
impact the value of NFTs. The value of specific NFTs relies on the development, general acceptance and adoption and usage of the applicable
blockchain network which depends on ability to readily access the applicable network.  The
prices of digital assets are extremely volatile.  Decreases
in the price of even a single other digital asset may cause volatility in the entire digital asset industry and may affect the value
of other digital assets.  For example, a security breach or any other incident or set of circumstances that affects purchaser or
user confidence in a well-known digital asset may affect the industry as a whole and may also cause the price of other digital assets,
including NFTs, to fluctuate.  If
we cannot continue to innovate technologically or develop, market and sell new products and services, or enhance existing technology
and products and services to meet customer requirements, our ability to grow our revenue could be impaired.  Our
growth largely depends on our ability to innovate and add value to our existing creative platform and to provide our customers and contributors
with a scalable, high-performing technology infrastructure that can efficiently and reliably handle increased customer and contributor
usage globally, as well as the deployment of new features. We will continually make investments to maintain and enhance the technology
and infrastructure and to evolve our information processes and computer systems in order to run our business more efficiently and remain
competitive. We may not achieve the anticipated benefits, significant growth or increased market share from these investments for several years,
if at all. If we are unable to manage our investments successfully or in a cost-efficient manner, our business and results of operations
may be adversely affected.  The
value of NFT is uncertain and may subject us to unforeseeable risks.  NFTs
are unique, one-of-a-kind digital assets made possible by certain digital asset network protocols. Because of their non-fungible
nature, NFTs introduce digital scarcity and have become popular as online "collectibles," similar to physical rare
collectible items, such as trading cards or art pieces. Like real world collectibles, the value of NFTs may be prone to "boom and
bust" cycles as popularity increases and subsequently subsides. If any of these bust cycles were to occur, it could adversely
affect the value of certain of our future strategies. In addition, because NFTs generally rely on the same types of underlying
technologies as digital assets, most risks applicable to digital assets are also applicable to NFTs, which will subject us to
general digital assets risks as described elsewhere in these risk factors. 10
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 A
particular digital asset's status as a "security" in any relevant jurisdiction is subject to a high degree of uncertainty
and depending upon the activities undertaken by our customers utilizing our products and services, we and our customers may be subject
to regulatory scrutiny, investigations, fines, and other penalties, which may adversely affect our business, operating results, and financial
condition.  The
SEC and its staff have taken the position that certain digital assets fall within the
definition of a "security" under the U.S. federal securities laws. The legal test for determining whether any given digital
asset is a security is a highly complex, fact-driven analysis that evolves over time, and the outcome is difficult to predict. The SEC
generally does not provide advance guidance or confirmation on the status of any particular asset as a security. Furthermore, the SEC's
views in this area have evolved over time and it is difficult to predict the direction or timing of any continuing evolution. With respect
to various digital assets, there is currently no certainty under the applicable legal test that such assets are not securities, notwithstanding
the conclusions we may draw based on our risk-based assessment regarding the likelihood that a particular asset could be deemed a "security"
under applicable laws.  The
classification of a digital asset as a security under applicable law has wide-ranging implications for the regulatory obligations that
flow from the offer, sale and trading of such assets. For example, a digital asset that is a security in the United States may generally
only be offered or sold in the United States pursuant to a registration statement filed with the SEC or in an offering that qualifies
for an exemption from registration. Persons that effect transactions in assets that are securities in the United States may be subject
to registration with the SEC as a "broker" or "dealer." Platforms that bring together purchasers and sellers to trade
digital assets that are securities in the United States are generally subject to registration as national securities exchanges, or must
qualify for an exemption, such as by being operated by a registered broker-dealer as an alternative trading system, or ATS, in compliance
with rules for ATSs. Persons facilitating clearing and settlement of securities may be subject to registration with the SEC as a clearing
agency. Foreign jurisdictions may have similar licensing, registration, and qualification requirements.  If
the SEC, foreign regulatory authority, or a court were to determine that a supported digital asset offered, sold, or traded by one of
our customers on a platform provided by us is a security, our customer would not be able to offer such asset for trading until it was
able to do so in a compliant manner, which would require significant expenditures by the customer. In addition, we or our customer could
be subject to judicial or administrative sanctions for failing to offer or sell the digital asset in compliance with the registration
requirements, or for acting as a broker, dealer, or national securities exchange without appropriate registration. Such an action could
result in injunctions, cease and desist orders, as well as civil monetary penalties, fines, disgorgement, criminal liability, and reputational
harm which could negatively impact our business, operating results, and financial condition.  As
a branded goods business, our success depends on the value and relevance of our brand and products to consumers and on our ability to
innovate and remain competitive.  For
halal products, consumer tastes, preferences and behaviors are constantly changing and our ability to anticipate and respond to these
changes and to continue to maintain loyalty to the halal products we distribute is vital to our business. If we are unable to innovate
effectively, our sales or margins could be materially adversely affected.  The
successful introduction of innovative products and packaging on a periodic basis has become increasingly important to our ability to
maintain and grow our sales in halal products. Accordingly, the continued acceptance of our products and the future degree of market
acceptance of any of products, which may be accompanied by significant promotional expenditures, is likely to have an important impact
on our future financial results.  We
may not be able to compete effectively in the highly competitive halal food markets.  The
halal food markets are highly competitive. In addition, many of our principal competitors are large, diversified companies with resources
significantly greater than ours. We expect strong competition to continue, including competition for adequate distribution and competition
for the limited shelf space for the halal categories in supermarkets and other retail food outlets. Competition in our product categories
is based on product innovation, product quality, price, brand recognition and loyalty, effectiveness of marketing, promotional activity,
and the ability to identify and satisfy consumer preferences. Our ability to grow our revenue could also be adversely impacted if we
are not successful in introducing innovative products in response to changing consumer demands or by new product introductions of our
competitors. If we are unable to build and sustain brand equity by offering recognizably superior product quality, we may be unable to
maintain pricing advantages over competitive products.  From
time to time, our customers experience price pressure in some of our markets as a result of competitors' promotional pricing practices
as well as general market conditions. Our failure to match or exceed our competitors' cost reductions through innovative products
and other improvements could weaken our competitive position. Competition is based on product quality, reliability, food safety, distribution
effectiveness, brand loyalty, price, effective promotional activities, the ability to identify and satisfy emerging consumer preferences
and the ability to provide ancillary support services. We may not be able to compete effectively with these larger, more diversified
companies.  A
material change in consumer demand for our halal products could have a significant impact on our business.  For
our halal business we rely on continued demands from consumers for our products. To achieve business goals, we must develop and sell halal
products that appeal to consumers. If demand and growth rates fall substantially below expected levels, our results could be negatively
impacted. This could occur due to unforeseen negative economic or political events or to changes in consumer trends and habits. 11
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 Economic
conditions adversely affecting consumer discretionary spending may negatively impact our business and operating results.  We
believe that our halal products revenues and profitability are strongly correlated to consumer spending habits, which is influenced by
general economic conditions, unemployment levels, and the availability of discretionary income. In an economic downturn or in the event
of the continued spread of COVID-19, our business and results of operations could be materially and adversely affected.  The
recent global economic and financial market crisis due to COVID-19 has had and may continue to have a negative effect on our business
and results of operations.  Global
economic conditions as a result of COVID-19 have had a negative effect on our business and results of operations as the economic
activity in China and throughout much of the world has also undergone an economic downturn. As a result, the global credit and
liquidity have tightened in much of the world, some of our potential customers in Korea, China and Hong Kong may face business
downturn and credit issues, and could experience cash flow problems and other financial hardships, which could affect timeliness of
doing business with us.  Changes
in governmental banking, monetary and fiscal policies to restore liquidity and increase credit availability may not be effective in alleviating
the global economic declines due to the COVID-19 pandemic. It is difficult to determine the breadth and duration of the economic and
financial market problems and the many ways in which they may affect our customers and our business in general. Nonetheless, continuation
or further worsening of these difficult financial and macroeconomic conditions could have a significant effect on our business and results
of operations.  The
success of our business depends on the continuing contributions of key personnel who may terminate their employment with us at any time,
and we will need to hire additional qualified personnel.  We
rely heavily on the services of technical and management personnel. Loss of the services of any such individuals would adversely impact
our operations. In addition, we believe our technical personnel represent a significant asset and provide us with a competitive advantage
over many of our competitors and that our future success will depend upon our ability to retain these key employees and our ability to
attract and retain other skilled financial, engineering, technical and managerial personnel. We do not currently maintain any "key
man" life insurance with respect to any of such individuals.  Our
success depends on the continuing efforts of our senior management team and other key personnel and our business may be harmed if we
lose their services.  Our
future success depends heavily upon the continuing services of the members of our senior management. If one or more of our senior executives
or other key personnel are unable or unwilling to continue in their present positions, we may not be able to replace them easily or at
all, and our business may be disrupted and our financial condition and results of operations may be materially and adversely affected.
Competition for senior management and key personnel is intense, the pool of qualified candidates is very limited, and we may not be able
to retain the services of our senior executives or key personnel, or attract and retain high-quality senior executives or key personnel
in the future.  In
addition, if any member of our senior management team or any of our other key personnel joins a competitor or forms a competing company,
we may lose customers, distributors, know-how and key professionals and staff members. Each of our executive officers and key employees
has entered into an employment agreement with us which contains confidentiality and non-competition provisions. Legal proceedings to
enforce such provisions would be costly in both money and management time and such provisions may not be enforced or enforceable.  We
rely on highly skilled personnel and if we are unable to retain or motivate key personnel or hire qualified personnel, we may not be
able to grow effectively.  Our
performance and future success depends on the talents and efforts of highly skilled individuals. We will need to continue to identify,
hire, develop, motivate and retain highly skilled personnel for all areas of our organization. Competition in our industry for qualified
employees is intense. Our continued ability to compete effectively depends on our ability to attract new employees and to retain and
motivate our existing employees.  As
competition in our industry intensifies, it may be more difficult for us to hire, motivate and retain highly skilled personnel. If we
do not succeed in doing so, we may be unable to grow effectively.  We
have no business insurance coverage.  We
do not have any business liability or disruption insurance coverage for our operations in Korea, China and Hong Kong. Any business disruption,
litigation or natural disaster may result in our incurring substantial costs and the diversion of our resources.  We
are exposed to risks associated with the weakening global economy as a result of COVID-19, which increase the uncertainty of consumers
purchasing products and/or services.  The
recent severe tightening of the credit markets, turmoil in the financial markets, and weakening global economy due to COVID-19 pandemic
are contributing to a decrease in spending by consumers. If these economic conditions are prolonged or deteriorate further, as a result
of COVID-19, the market for our products and services will decrease accordingly. 12
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 Our
Company may experience, and continues to experience, rapid growth in operations, which may place, and may continue to place, significant
demands on its management, operational and financial infrastructure.  If
the Company does not effectively manage its growth, the quality of its products and services could suffer, which could negatively affect
the Company's brand and operating results. To effectively manage this growth, the Company will need to continue to improve its operational,
financial and management controls and its reporting systems and procedures. Failure to implement these improvements could hurt the Company's
ability to manage its growth and financial position.  Our
Company's business faces inherent risk in the switchable glass and halal products and services.  Our
Company's business is subject to certain risks inherent in the switchable glass and halal products and services. Our Company's revenue
and operating results could be adversely affect by many factors which include, amongst others, changes in general economic, business
and credit conditions, fluctuation in foreign exchange rates, changes in demand for and market acceptance of our products and services,
our ability to introduce new products and services and enhancements in a timely manner, rapid technological changes, increase in operating
expenses, lower profit margins due to pricing competition and delay in expansion plans.  Our
Company seeks to limit these business risks through, inter-alia prudent management policies, keeping abreast with new developments and
technologies in the relevant industries and maintaining good relationship with customers and suppliers. However, there can be no assurance
that any changes in these factors will not have any material adverse effect on our Company's business.  Our
Company's business faces competitions from local and foreign competitors.  Our
Company faces competitions from both local and foreign competitors which offer similar products that of our Company offerings.
Increased competitions could result in competitive pricing resulting in lower profit margins. However, our Company believes that we
have several competitive edges over our competitors; including amongst others, better quality products, and technological
expertise.  Our
Company seeks to limit the competitive risks through, inter-alia constant review of our product development and marketing strategies
to adapt to changes in economic conditions and market demands as well as focusing on certain markets and industries. However, there can
be no assurance that our Company will be able to compete effectively against our competitors and that competitive pressure will not materially
and adversely affect our Company's business, operations and results and or financial condition.  Our
production of products from lamination machinery and nano-coat plating equipment involve a significant degree of risk and uncertainty
in terms of operational performance and costs.  We
rely on complex machinery for production of our products, and we may experience unexpected malfunctions from time to time requiring
repairs and spare parts to fix the equipment. The availability of spare parts may not be available when needed. Unexpected
malfunctions of our lamination and nano-coated plate filter equipment ("Manufacturing Equipment") may significantly affect our
operational efficiency and production. In addition, the operational performance and costs associated with the Manufacturing
Equipment can be difficult to predict and may be influenced by factors outside of our control, such as, but not limited to, failures
by suppliers to deliver necessary equipment components in a timely manner and at prices and volumes acceptable to us, which could
have a material adverse effect on our operational performance, cash flows, financial condition, or prospects.  Disaster
events may disrupt our business.  Unforeseen
events, or the prospect of such events, including public health issues including health epidemics or pandemics, war and terrorism and
other international conflicts, and natural disasters such as fire, hurricanes, earthquakes, tornados or other adverse weather and climate
conditions, whether occurring in Asia or elsewhere, could disrupt our operations, disrupt the operations of suppliers or business customers
or result in political or economic instability. These types of events outside of our control could adversely affect our operating results.
We cannot assure that any backup systems will be adequate to protect it from the effects of fire, floods, typhoons, earthquakes, power
loss, telecommunications failures, break-ins, war, riots, terrorist attacks or similar events. Any of the foregoing events may give rise
to interruptions, breakdowns, system failures, technology platform failures or internet failures, which could cause the loss or corruption
of data or malfunctions of software or hardware as well as adversely affect our ability to manufacture products and provide services.
These events could reduce demand for our products and services, make it difficult or impossible to receive equipment from suppliers or
impair our ability to deliver products and services to business customers on a timely basis. Any such disruption could damage our reputation
and cause business customer attrition. We could be subject to claims or litigation with respect to losses caused by such disruptions.
Our insurance may not cover a particular event at all or be sufficient to fully cover our losses. 13
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 Risk
Factors Relating to Quality of Products  If
our products fail to perform as expected, our ability to develop, market and sell our products and services could be harmed.  If
our products of nano-coated plate filters or our lamination glass products to be manufactured in the second half of 2022 contain
defects in design and manufacture that cause them not to perform as expected or that require repair, or certain features of its
products take longer than expected to become enabled or are legally restricted, our ability to develop, sell, and service its
products could be harmed. Although we will attempt to remedy any issues it observes in its products as effectively and rapidly as
possible, such efforts may not be timely, may hamper production or may not be to the satisfaction of our customers. While we will
perform extensive internal testing on the products we manufacture, we currently have a limited frame of reference by which to
evaluate detailed long-term quality, reliability, durability and performance characteristics of our products. There can be no
assurance that we will be able to detect and fix any defects in our products prior to their sale to our customers.  Our
inability to provide products or services in a timely manner, legal restrictions on product features, or defects in our products or services,
including products and services of third parties that we incorporate into our product offerings, could adversely affect our reputation,
result in delivery delays, product recalls, product liability claims, and significant warranty and other expenses, and subject the Company
to claims or litigation. In addition, our inability to meet our customers' expectations with respect to our products or services could
affect our ability to generate new business customers and thereby have a material adverse effect on our business, financial condition,
cash flow or results of operations.  We
rely on certain third-party providers of licensed software and services integral to our operations.  Certain
aspects of the operation of our business may depend on third-party software and service providers. With regard to licensed software technology,
we may become dependent upon the ability of third parties to maintain, enhance or develop their software and services on a timely and
cost-effective basis, to meet industry technological standards and innovations to deliver software and services that are free of defects
or security vulnerabilities, and to ensure their software and services are free from disruptions or interruptions. Further, these third-party
services and software licenses may not always be available to us on commercially reasonable terms or at all.  If
the third-party software or services become obsolete, fail to function properly, are incompatible with future versions of our products
or services, or are defective or otherwise fail to address our needs, there is no assurance that we would be able to replace the functionality
provided by any future third-party software or services with software or services from alternative providers. Any of these factors could
have a material adverse effect on our financial condition, cash flows or results of operations.  We
may need to defend ourselves against and may face liability in respect of claims for infringing, misappropriating or otherwise violating
the intellectual property rights of others, which may be time-consuming and could cause us to incur substantial costs and/or materially
impact our ability to operate.  From
time to time, legal action by us may be necessary to enforce our contractual rights, to protect our manufacturing and distribution operation
or to defend against claims of infringement, misappropriation or invalidity. Such litigation could result in substantial costs and diversion
of resources and could negatively affect our business, operating results and financial condition. Others, including our competitors,
may hold or obtain patents, copyrights, trademarks or other proprietary rights that could prevent, limit or interfere with our ability
to make, use, develop, or sell its products and services, which could make it more difficult for us to operate our business. We may receive
inquiries from holders of patents or trademarks inquiring whether we are infringing their proprietary rights and/or seek court declarations
that they do not infringe upon our rights.  We
may consider entering into licensing agreements with respect to such rights, although no assurance can be given that such licenses can
be obtained on acceptable terms or that litigation will not occur, and such licenses could significantly increase our operating expenses.
Companies holding patents or other intellectual property rights relating to switchable glass or nano-coated plating technologies may
bring suits alleging infringement of such rights or otherwise asserting their rights and seeking licenses. In addition, if we are determined
to have infringed upon a third party's intellectual property rights, it may be required to cease making, selling or incorporating certain
components or intellectual property into the goods and services it offers, to pay substantial damages and/or license royalties, obtain
a license from the holder of the infringed intellectual property right, which license may not be available on reasonable terms or at
all, to redesign its products and services, and/or to establish and maintain alternative branding for its products and services. In the
event that we were required to take one or more such actions, our business, prospects, operating results and financial condition could
be materially adversely affected. In addition, any litigation or claims, whether or not valid, could result in substantial costs, negative
publicity and diversion of resources and management attention.  We
cannot be certain that our products and services or those of third parties that we incorporate into our products do not and will not
infringe the intellectual property rights of others. We do not own any patent technologies but rely on our equipment suppliers and technology
partners. In future, we may be subject to claims based on allegations of infringement, misappropriation or other violations of the intellectual
property rights of others, including litigation brought by competitors, potential competitors or special purpose or so-called "non-practicing" entities
that focus solely on extracting royalties and settlements by enforcing intellectual property rights and against whom our patents may
therefore provide little or no deterrence or protection. 14
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 Regardless
of their merits, intellectual property claims divert the attention of our personnel and are often time-consuming and expensive. In addition,
to the extent claims against us are successful, we may have to pay substantial monetary damages (including, for example, treble damages
if we are found to have wilfully infringed patents and increased statutory damages if we are found to have wilfully infringed copyrights)
or discontinue or modify certain products or services that are found to infringe another party's rights or enter into licensing agreements
with costly royalty payments. Defending against claims of infringement, misappropriation or other violations or being deemed to be infringing,
misappropriating or otherwise violating the intellectual property rights of others could impair our ability to innovate, develop, distribute
and sell our current and planned products and services. Furthermore, because of the substantial amount of discovery required in connection
with intellectual property litigation, there is a risk that some of own confidential information could be compromised by the discovery
process. Although claims of this kind have not materially affected our business to date, there can be no assurance material claims will
not arise in the future.  Our
switchable glass products must comply with local building codes and ordinances, and failure of our products to comply with such codes
and ordinances may have an adverse effect on our business.  Our
switchable glass product must comply with local building codes and ordinances. Building codes may also affect the products our customers
are allowed to use, and, consequently, changes in building codes may also affect the sale of our products. If our products fail to comply
with such local building codes or ordinances, our ability to market and sell such products would be impaired. Also, should these codes
and ordinances be amended or expanded, or should new laws and regulations be enacted, we could incur additional costs or become subject
to requirements or restrictions that require us to modify our products or adversely affect its ability to market and sell our products.
If our products do not adequately or quickly adapt to building standards, we may lose market share to competitors, which would adversely
affect our business, results of operation, financial condition, and cash flows. Furthermore, failure of our products to comply with such
codes or ordinances could subject us to negative publicity or damage our reputation.  Our
insurance strategy may not be adequate to protect us from all business risks.  We
may be subject, in the ordinary course of business, to losses resulting from products liability, accidents, acts of God and other claims
against us, for which we may have no insurance coverage. A loss that is uninsured or which exceeds policy limits may require us to pay
substantial amounts, which could adversely affect our financial condition and operating results.  We
are subject to all of the ordinary course operating hazards and risks that may come with the provision of our products and services and
business operations. In addition to contractual provisions limiting our liability to business customers and third parties, we maintain
insurance policies in such amounts and with such coverage and deductibles as required by law and that we believe are reasonable and prudent.
Nevertheless, such insurance may not be adequate to protect us from all the liabilities and expenses that may arise from claims for personal
injury, death or property damage arising in the ordinary course of our business and current levels of insurance may not be able to be
maintained or be available at economical prices. If a significant liability claim is brought against us that is not covered by insurance,
then we may have to pay the claim with our own funds, which could have a material adverse effect on our business, financial condition,
cash flows or results of operations. We may not be able to secure additional product liability insurance coverage on commercially acceptable
terms or at reasonable costs when needed, particularly if we do face liability for its products and are forced to make a claim under
our policy.  We
may become subject to product liability claims, which could harm our financial condition and liquidity if we are not able to successfully
defend or insure against such claims.  Although
our switchable glass and nano-coated plate filter products are designed and produced to be safe, product liability claims, even
those without merit, could harm our business, prospects, operating results and financial condition. We face inherent risk of
exposure to claims in the event our products do not perform or are claimed to not have performed as expected. A successful product
liability claim against us could require us to pay a substantial monetary award. Moreover, a product liability claim could generate
substantial negative publicity about our products and business and could have a material adverse effect on our business, prospects
and operating results.  If
we are unable to achieve our targeted manufacturing costs for our products, our financial condition and operating results will suffer.  While
we will continue reduce costs in our operations and from our suppliers, including through economies of scale in increased production,
there is no guarantee that we will be able to achieve sufficient cost savings to reach our planned gross margin and profitability goals,
or our other financial targets. If our efforts to continue to decrease manufacturing costs are not successful, we may incur substantial
costs or cost overruns in utilizing and increasing the production capability of our manufacturing facility. Many of the factors that
impact our manufacturing costs are beyond our control, such as potential increases in the costs of materials and components. If we are
unable to continue to control and reduce our manufacturing costs, our operating results, business and prospects will be harmed. 15
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 Risks
Relating to Our Organization  If
we infringe the intellectual property rights of third parties, it may increase our costs or prevent us from the commercialization our
product candidates.  There
is a risk that we are or may infringe the proprietary rights of third parties of which we are unaware. There has been substantial litigation
and other proceedings regarding patent and other intellectual property rights in the electronics industries. To date, we have not been
involved in any such third-party claims and we are not aware that our products (digital asset trading platform, ecommerce platform for
halal products, nano-coated plate filters and air purifiers, and switchable glass) infringe the intellectual property rights of third
parties. As a result of intellectual property infringement claims, or to avoid potential claims, we might be:  ●prohibited
                                            from selling or licensing any products or digital asset trading or ecommerce platforms that
                                            we may develop unless the patent holder licenses the patent to us, which it is not required
                                            to do;  ●required
                                            to expend considerable amounts of money in defending the claim;  ●required
                                            to pay substantial royalties or grant a cross license to our patents to another patent holder;  ●required
                                            to redesign the formulation of a product so that it does not infringe, which may not be possible
                                            or could require substantial funds and time; or  ●required
                                            to pay substantial monetary damages.  Future
sales of our products may suffer if they are not accepted in the marketplace by consumers and customers.  There
is a risk that our products (halal products, nano-coated plate filters and air purifier products, and switchable glass) may not gain
market acceptance by consumers and customers. The degree of market acceptance of any of our products will depend on a variety of factors,
including:  ●timing
                                            of market introduction; and  ●price
                                            and product feature compared to existing and new products.  We
may be exposed to product liability claims which could harm our business.  The
marketing and sale of consumer and electronic products entails an inherent risk of product liability. We face product liability exposure
related to our products. Regardless of merit or eventual outcome, liability claims may result in:  ●decreased
                                            demand for our products;  ●injury
                                            to our reputation;  ●costs
                                            of related litigation;  ●substantial
                                            monetary awards to customers and others;  ●loss
                                            of revenues; and  ●the
                                            inability to commercialize our other products.  If
there is a claim made against us or some other problems that is attributable to our products, our share price may be negatively affected.
Even if we were ultimately successful in product liability litigation, the litigation would consume substantial amounts of our financial
and managerial resources and may create adverse publicity, all of which would impair our ability to generate sales of our product candidates.
We may incur substantial liabilities or be required to limit development or commercialization of our product candidates if we cannot
successfully defend ourselves against product liability claims. Such coverage may not be available in the future on acceptable terms,
or at all. We have no insurance coverage and even if we have adequate insurance coverage, product liability claims or recalls could result
in negative publicity and force us to devote significant managerial and financial resources to those matters, and the commercialization
of our other products may be delayed or severely compromised.  Changes
in government legislation and policy may adversely affect us.  While
we do not anticipate in the near future any specific material changes in government legislation that may adversely affect us, any material
changes in interest rates, exchange rates, relevant taxation and other legal regimes and government policies may adversely affect our
operations, the use of our financial resources and the market price of our Ordinary Shares. 16
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 Currency
fluctuations may expose us to increased costs and revenue decreases.  Our
business may in the future be affected by fluctuations in foreign exchange rates. Currency fluctuations could, therefore, cause our costs
to increase and revenues to decline. The majority of our expenses will continue to be denominated in Korea won, United States dollars,
Hong Kong dollars and Renminbi. In the past year, the Australian dollars, our reporting currency, has, as a general trend, appreciated
against the U.S. currency. We cannot anticipate whether this trend will continue in respect of the U.S. dollars. The exchange rates of
the Australian dollar to the Korea won, Hong Kong and the Chinese Renminbi have also fluctuated over the same period. In circumstances
where the Australian dollar appreciates against either or both of the U.S. dollar, Korea won, Hong Kong dollar or Chinese Renminbi, this
may have a positive effect on our costs incurred in either the U.S. or Korea won or Hong Kong or China (as applicable) but may have a
negative effect on any revenues which we source from the U.S. or South Korea or Hong Kong or China (as applicable). The same principles
apply in respect of our costs and revenues in other jurisdictions. In addition, we conduct operations in South Korea, Hong Kong and China,
which exposes us to potential cost increases resulting from fluctuations in exchange rates. In 2021, we have been affected negatively
on foreign exchange losses as a result of currency fluctuations.  Australian
takeovers laws may discourage takeover offers being made for us or may discourage the acquisition of large numbers of our shares.  We
are incorporated in Australia and are subject to the takeover laws of Australia. Amongst other things, we are subject to the Corporations
Act 2001 (Commonwealth of Australia). Subject to a range of exceptions, the Corporations Act prohibits the acquisition of a direct or
indirect interest in our issued voting shares if the acquisition of that interest will lead to a person's or someone else's voting power
in us increasing from 20% or below to more than 20%, or increasing from a starting point that is above 20% and below 90%. Exceptions
to the general prohibition include circumstances where the person makes a formal takeover bid for us, if the person obtains shareholder
approval for the acquisition or if the person acquires less than 3% of the voting power of us in any rolling six-month period. Australian
takeovers laws may discourage takeover offers being made for us or may discourage the acquisition of large numbers of our shares.  Rights
as a holder of ordinary shares are governed by Australian law and the Company's Constitution (the "Constitution") and differ from
the rights of shareholders under U.S. law. Holders of our Ordinary Shares may have difficulty in effecting service of process in the
United States or enforcing judgments obtained in the United States.  We
are a public company incorporated under the laws of Australia. Therefore, the rights of holders of our Ordinary Shares are governed
by Australian law and our Constitution. These rights differ from the typical rights of shareholders in U.S. corporations.
Circumstances that under U.S. law may entitle a shareholder in a U.S. company to claim damages may also give rise to a cause of
action under Australian law entitling a shareholder in an Australian company to claim damages. However, this will not always be the
case. Holders of our Ordinary Shares may have difficulties enforcing, in actions brought in courts in jurisdictions located outside
the U.S., liabilities under U.S. securities laws. In particular, if such a holder sought to bring proceedings in Australia based on
U.S. securities laws, the Australian court might consider:  ●that
                                            it did not have jurisdiction; and/or  ●that
                                            it was not an appropriate forum for such proceedings; and/or  ●that,
                                            applying Australian conflict of laws rule, U.S. law (including U.S. securities laws) did
                                            not apply to the relationship between holders of our Ordinary Shares and us or our directors
                                            and officers; and/or  ●that
                                            the U.S. securities laws were of a public or penal nature and should not be enforced by the
                                            Australian court.  Holders
of our Ordinary Shares may also have difficulties enforcing in courts outside the U.S. judgments obtained in the U.S. courts against
any of our directors and executive officers or us, including actions under the civil liability provisions of the U.S. securities laws.  Our
operations may be materially and adversely affected by changes in the economic, political and social conditions of China.  Some
of our non-cash assets are located in, and some of our revenue is sourced from China. The growth of our switchable glass businesses will
be derived from China. Accordingly, our business, financial condition, results of operations and prospects may be influenced to a significant
degree by political, economic and social conditions in China generally and by continued economic growth in China as a whole.  China
economy differs from the economies of most developed countries in many respects, including the extent of government involvement, level
of development, growth rate, control of foreign exchange and allocation of resources. While China economy has experienced significant
growth over the past three decades, growth has been uneven across different regions and among various economic sectors. The Chinese government
has implemented various measures to encourage economic development and guide the allocation of resources. Some of these measures benefit
the overall China economy, but may also have a negative effect on us. For example, our operating results and financial condition may
be adversely affected by government control over capital investments or changes in tax regulations that are applicable to us. We cannot
predict the possible impact of any future economic policies of the Chinese government on our business and operations. 17
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 China
is facing a continued slowdown in economic growth. China's annual gross domestic product growth rate 2021 was 8.1% compared to 2020 was
2.3% , 6.1% in 2019, and 6.7% in 2018. This slowdown could cause a slowdown or decline in investment in electronic switchable glass,
which may result in a reduction of demand for our products and services and thus materially reduce our revenues and profitability.  Uncertainties
in the interpretation and enforcement of Chinese laws, rules and regulations could limit the legal protections available to you and us.  China
legal system is a civil law system based on written statutes. Unlike common law systems, it is a system in which legal decisions have
limited value as precedents. In 1979, the Chinese government began to promulgate a comprehensive system of laws and regulations governing
economic matters in general. The overall effect of legislation over the past three decades has significantly increased the protections
afforded to various forms of foreign or private-sector investment in China. Our operations in China are foreign-invested enterprise and
is subject to laws, rules and regulations applicable to foreign investment in China as well as laws, rules and regulations applicable
to foreign-invested enterprises. These laws, rules and regulations change frequently, and their interpretation and enforcement involve
uncertainties. For example, we may have to resort to administrative and court proceedings to enforce the legal protections that we enjoy
either by law or contract. However, since China administrative and court authorities have significant discretion in interpreting and
implementing statutory and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings
and the level of legal protection we enjoy than in more developed legal systems. These uncertainties may also impede our ability to enforce
the contracts we have entered into, and materially impair our business and operations.  We
may rely on dividends and other distributions on equity paid by our operating subsidiary to fund cash and financing requirements, and
limitations on the ability of our operating subsidiaries to pay dividends to us could materially restrict our ability to conduct our
business.  We,
as a holding company, may rely on dividends and other distributions on equity paid by our operating Korea and China companies for our
cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to the parent company, service
any debt we may incur and pay our operating expenses. If these China subsidiaries incurs debt on their own behalf in the future, the
instruments governing the debt may restrict their ability to pay dividends or make other distributions to us. Furthermore, relevant Chinese
laws, rules and regulations permit payments of dividends by our China subsidiaries only out of their retained earnings, if any, determined
in accordance with Chinese accounting standards and regulations.  Restrictions
on currency exchange may limit our ability to effectively utilize our revenues as well as the ability of our China subsidiaries to obtain
debt or equity financing from financial institutions or investors outside China, including us.  A
significant portion of our future operating revenues may be denominated in Renminbi, Hong Kong dollars and United Sates dollars. The
Renminbi is currently convertible under the "current account," which includes dividends, trade and service-related foreign
exchange transactions, but not under the "capital account," which includes foreign direct investment and loans. Currently,
each of our China subsidiaries may purchase foreign exchange for settlement of "current account transactions," including purchase
of imported components i.e. display chips and payment of dividends to the overseas parent company, without the approval of the State
Administration of Foreign Exchange (the "SAFE") by complying with certain procedural requirements. However, the relevant Chinese
government authorities may limit or eliminate our ability to purchase foreign currencies in the future for current account transactions.
Since a significant amount of our future revenues will likely be denominated in Renminbi, any existing and future restrictions on currency
exchange may limit our ability to utilize revenues generated in Renminbi to purchase for example computer display chips from suppliers
outside China or fund our business activities outside China denominated in foreign currencies or pay dividends in foreign currencies
to our overseas parent company.  In
addition, certain foreign exchange transactions under the capital account are still subject to limitations and require approvals from,
or registration with, the SAFE (or qualified banks designated by it) and other relevant Chinese government authorities. In particular,
any loans to our China subsidiaries are subject to China regulations and approvals. For example, loans by us to Smart (Zhenjiang) Intelligent
Technology Limited ("Smartglass Zhenjiang"), a foreign-invested enterprise, cannot exceed statutory limits and must be registered
with the SAFE or its local counterpart.  This
could affect the ability of Smartglass Zhenjiang to obtain foreign exchange through debt or equity financing, including by means of loans
or capital contributions from us.  The
Chinese government may alter its regulations and policies from time to time which may have direct or indirect impact to our Company operation.  Regulations
and policies may be altered or other new regulations and policies may be implemented by the Chinese government from time to time which
may have direct or indirect impact to our business operations. Some examples of such regulations and policies are:  ●media
                                            broadcast regulations over the Internet;  ●foreign
                                            media to be distributed in China; 18
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 ●operating
                                            permit for mobile sales and distribution;  ●copyrighted
                                            digital media regulations;  ●educational
                                            and cultural materials to be sold, distributed, created or transacted in China by foreign
                                            investment entities; and  ●foreign
                                            investment entities to operate business in the educational and media industries.  These
are only some of the examples that may have indirect impacts to our business. Change of government officials may also affect changes in
regulations and policies, especially within local government. These changes may have impacts to the operating strategies or financial
performance of the Company.   Risks
Associated with Our Technology and Intellectual Property  Potential
technological changes in our field of businesses create considerable uncertainty.  We are no longer conducting research and development in our products. However, our competitors and other experts in nano-coated plate air filters are continuously and extensively conducting research in the relevant technologies. New developments in research are expected to continue at a rapid pace in both industry and academia. Research and discoveries by others may render some or all of our products uncompetitive or obsolete.  If
we are unable to keep pace with technological change or with the advances of our competitors our products may become non-competitive.  The
nano-coating technologies we use in our products are subject to rapid and significant technological change. Our competitors in Hong
Kong, China, Korea and Australia and elsewhere are numerous and include, among others, major technology companies, large electronics
companies, universities and other research institutions. These competitors may develop technologies and products that are more
effective, or which would render the technology in our products such as nano-coated products, obsolete or non-competitive. Many of
these competitors have greater financial and technical resources and manufacturing and marketing capabilities than we do. In
addition, many of our competitors have much more experience in marketing, sales and commercializing new technologies of new or
improved display products and nano-plated filter products.  Our
nano-coated plate filter's manufacturing technology is from a third party, and to the extent that the equipment manufacturer will be
able to continuously develop and upgrade the nano-coated plate filter technology to keep our nano-coated plate products competitive
will determine the success of our business. If our equipment manufacturer is not able to innovate their technology to match our
competitors' technology development, then there is a risk that our nano-coated products will become uncompetitive in the market place
which may have an adverse effect in our nano-coated plate business, financial condition and results of operations. 19
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 Our
success depends upon our ability to protect our intellectual property and our proprietary technology.  Our
success will depend in large part on whether we can:  ●Obtain
                                            and maintain patents to protect our own products;  ●Obtain
                                            licenses to relevant patented technologies of third parties;  ●Operate
                                            without infringing on the proprietary rights of third parties; and  ●Protect
                                            our trade secrets and know-how.  Patent
matters in industrial and consumer electronics are highly uncertain and involve complex legal and factual questions. Accordingly, the
availability and breadth of claims allowed in electronics patents cannot be predicted. Statutory differences in patentable subject matter
may limit the protection we can obtain on some or all of the products we use outside Hong Kong or China or prevent us from obtaining
patent protection outside Hong Kong or China, either of which could have a material adverse effect on our business, financial condition
and results of operations. Moreover, since patent applications in Hong Kong or China are maintained in secrecy until the patent is issued,
and since publication of discoveries in the scientific or patent literature often lags behind actual discoveries, we cannot be certain
that we or any of our licensors were the first creator of inventions covered by pending patent applications or that we or our licensors
were the first to file patent applications for such inventions. Additionally, the enforceability of a patent depends on several factors
that may vary amongst jurisdictions. These factors may include the novelty of the invention, the requirement that the invention not be
obvious in light of prior art (including prior use or publication of the invention), the utility of the invention, and the extent to
which the patent clearly describes the best method of working the invention.  While
we intend to seek patent protection for some of our filter products and technologies that we use which carried forward prior to the disposal
of our R&D unit, we cannot be certain that any of the pending or future patent applications filed by us or on our behalf will be
approved. We also cannot be certain that others will not independently develop similar products or processes, duplicate any of the products
or processes developed by us previously or licensed to us, or design around the patents owned or licensed by us, or that any patents
owned or licensed by us will provide us with competitive advantages. Furthermore, we cannot be certain that patents held by third parties
will not prevent the commercialization of products incorporating the technology developed by us or licensed to us, or that third parties
will not challenge or seek to narrow, invalidate or circumvent any of the issued, pending or future patents owned or licensed by us.  We
may have to resort to litigation to enforce any patents issued or licensed to us or to determine the scope and validity of third party
proprietary rights. We may have to defend the validity of our patents in order to protect or enforce our rights against a third party,
or third parties may in the future assert against us infringement claims regarding proprietary rights belonging to them. Such proceedings
could result in the expenditure of significant financial and managerial resources and could negatively affect our profitability. Adverse
determinations in any such proceedings could prevent us from developing and commercializing our products and could harm our business,
financial condition and results of operations.  Our
commercial success will also depend, in part, on our ability to avoid infringement of patents issued to others. If a court determines
that we were infringing any third-party patents, we could be required to pay damages, alter our products or processes, obtain licenses
or cease certain activities. We cannot be certain that the licenses required under patents held by third parties would be made available
on terms acceptable to us or at all. To the extent that we are unable to obtain such licenses, we could be foreclosed from the development,
manufacture or commercialization of the product requiring such license or encounter delays in product introductions while we attempt
to design around such patents, and any of these circumstances could have a material adverse effect on our business, financial condition
and results of operations.  In
addition to patent protection, we rely on unpatented trade secrets and know-how and proprietary technological innovation and expertise
that are protected in part by confidentiality and invention assignment agreements with our employees, advisors and consultants. We cannot
make any assurances that we will have adequate remedies for any breach. In addition, third parties could independently develop the same
or similar technologies.  If
we are not able to protect and control unpatented trade secrets, know-how and other technological innovation, we may suffer competitive
harm.  In
addition to patented intellectual property, we also rely on unpatented technology, trade secrets, confidential information and know-how
to protect our technology and maintain our competitive position. Trade secrets are difficult to protect. In order to protect proprietary
technology and processes, we rely in part on confidentiality and intellectual property assignment agreements with our employees, consultants
and others. These agreements may not effectively prevent disclosure of confidential information or result in the effective assignment
to us of intellectual property, and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information
or other breaches of the agreements. In addition, others may independently discover trade secrets and proprietary information that have
been licensed to us or that we own, and in such case, we could not assert any trade secret rights against such party. Enforcing a claim
that a party illegally obtained and is using trade secrets that have been licensed to us or that we own is difficult, expensive and time-consuming,
and the outcome is unpredictable. In addition,courts
outside the United States and Australia may be less willing to protect trade secrets. Costly and time-consuming litigation could be necessary
to seek to enforce and determine the scope of our proprietary rights, and failure to obtain or maintain trade secret protection could
have a material adverse effect on our business. 20
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 We
do not have patent protection in certain countries and we may not be able to effectively enforce our intellectual property rights in
certain countries, which could significantly erode the market for our product candidates.  We
intend to seek regulatory approval to market our product candidates in a number of foreign countries. Our product candidates are not
protected by patents in certain countries, which means that competitors may be free to sell products that incorporate the same technology
that is used in our products in those countries. In addition, the laws and practices in some foreign countries may not protect intellectual
property rights to the same extent as in the United States or Australia. We may not be able to effectively obtain, maintain or enforce
rights with respect to the intellectual property relating to our product candidates in those countries. Our lack of patent protection
in one or more countries, or the inability to obtain, maintain or enforce intellectual property rights in one or more countries, could
adversely affect our ability to commercialize our products in those countries and could otherwise have a material adverse effect on our
business.  Risks
Relating to Our Securities  In
the event that our Ordinary Shares are delisted from NASDAQ, U.S. broker-dealers may be discouraged from effecting transactions in
shares of our Ordinary Shares because they may be considered penny stocks and thus be subject to the penny stock
rules.  The
SEC has adopted several rules to regulate "penny stock" that restrict transactions involving stock which is deemed to be penny
stock. Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Exchange Act. These
rules may have the effect of reducing the liquidity of penny stocks. "Penny stocks" generally are equity securities with a price of
less than US$5.00 per share (other than securities registered on certain national securities exchanges or quoted on NASDAQ if
current price and volume information with respect to transactions in such securities is provided by the exchange or system). Our
Ordinary Shares have in the past constituted, and may again in the future constitute, "penny stock" within the meaning of the rules.
The additional sales practice and disclosure requirements imposed upon U.S. broker-dealers may discourage such broker-dealers from
effecting transactions in shares of our Ordinary Shares, which could severely limit the market liquidity of such Ordinary Shares
and impede their sale in the secondary market.  A
U.S. broker-dealer selling penny stock to anyone other than an established customer or "accredited investor" (generally, an
individual with net worth in excess of US$1,000,000 or an annual income exceeding US$200,000, or US$300,000 together with his or her
spouse) must make a special suitability determination for the purchaser and must receive the purchaser's written consent to the transaction
prior to sale, unless the broker-dealer or the transaction is otherwise exempt. In addition, the "penny stock" regulations
require the U.S. broker-dealer to deliver, prior to any transaction involving a "penny stock", a disclosure schedule prepared
in accordance with SEC standards relating to the "penny stock" market, unless the broker-dealer or the transaction is otherwise
exempt. A U.S. broker-dealer is also required to disclose commissions payable to the U.S. broker-dealer and the registered representative
and current quotations for the securities. Finally, a U.S. broker-dealer is required to submit monthly statements disclosing recent price
information with respect to the "penny stock" held in a customer's account and information with respect to the limited market
in "penny stocks".  Shareholders
should be aware that, according to the SEC, the market for "penny stocks" has suffered in recent years from patterns of fraud
and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to
the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press
releases; (iii) "boiler room" practices involving high-pressure sales tactics and unrealistic price projections by inexperienced
sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale dumping
of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, resulting in investor losses.
Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect to be in a
position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the
confines of practical limitations to prevent the described patterns from being established with respect to our securities.  Our
Ordinary Shares may be considered a "penny stock" under SEC regulations which could adversely affect the willingness of investors to
hold our Shares.  The
SEC has adopted regulations which generally define "penny stock" to be an equity security that has a market price of less than $5.00
per share, subject to specific exemptions. During the fiscal year ended December 31, 2021, our Ordinary Shares traded on the NASDAQ
at below of US$5.00 per share. The low trading price of our Ordinary Shares may adversely impact the willingness of investors to
invest in our Ordinary Shares in the United States. 21
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 Our
stock price may be volatile.  The
market price of our Ordinary Shares is likely to be highly volatile and could fluctuate widely in price in response to various factors,
many of which are beyond our control, including the following:  ●changes
                                            in our industry; ●our
                                            ability to work through a health crisis or pandemic; ●competitive
                                            pricing pressures; ●our
                                            ability to obtain working capital financing; ●additions
                                            or departures of key personnel; ●limited
                                            "public float" in the hands of a small number of persons whose sales or lack of
                                            sales could result in positive or negative pricing pressure on the market price for our Ordinary
                                            Shares; ●sales
                                            of our Ordinary Shares; ●our
                                            ability to execute our business plan; ●operating
                                            results that fall below expectations; ●loss
                                            of any strategic relationship; ●regulatory
                                            developments; ●developments
                                            concerning research and development, manufacturing, and marketing alliances or collaborations
                                            by us and our competitors; ●announcements
                                            of technological innovations or new commercial products by us and our competitors; ●regulatory
                                            actions in respect of any of our products or the products of any of our competitors; ●determinations
                                            regarding our patent applications and those of others; ●market
                                            conditions, including market conditions in the technology and digital media sectors; ●increases
                                            in our costs or decreases in our revenues due to unfavorable movements in foreign currency
                                            exchange rates; ●development
                                            or litigation concerning patents, licenses and other intellectual property rights; ●litigation
                                            or public concern about the safety of our potential products; ●changes
                                            in recommendations or earnings estimates by securities analysts; ●deviations
                                            in our operating results from the estimates of securities analysts; ●rumors
                                            relating to us or our competitors; ●developments
                                            concerning current or future strategic alliances or acquisitions; ●political,
                                            economic and other external factors such as interest rate or currency fluctuations, war;
                                            and ●period-to-period
                                            fluctuations in our financial results.  Our
Ordinary Shares are traded on NASDAQ Capital Market. However, trading volumes for our Ordinary Shares have been historically low and
volatile. The limited trading market for our Ordinary Shares may cause fluctuations in the market value of our Ordinary Shares to be
exaggerated, leading to price volatility in excess of that which would occur in a more active trading market for our Ordinary Shares
..  In
addition, stock markets have recently experienced extreme price and volume fluctuations due to the effects of COVID-19. These fluctuations
have especially affected the stock market price of many technology and digital media companies and, in many cases, are unrelated to the
operating performance of the particular companies. We believe that these broad market fluctuations may continue to affect the market
price of our Ordinary Shares.  We
may be deemed a passive foreign investment company (PFIC) which would subject our U.S. investors to adverse tax rules.  Holders
of our Ordinary Shares who are U.S. residents face income tax risks. There is a substantial risk that if we are deemed a passive
foreign investment company, or PFIC, which could result in a reduction in the after-tax return to a "U.S. Holder" of our Ordinary
Shares . For U.S. federal income tax purposes, we will be classified as a PFIC for any taxable year in which (i) 75% or more of our
gross income is passive income, or (ii) at least 50% of the average value of all of our assets for the taxable year produce or are
held for the production of passive income. For this purpose, cash is considered to be an asset that produces passive
income.  The
determination of whether we are a PFIC is made on an annual basis and depends on the composition of our income and the value of our
assets. Therefore, it is possible that we could be deemed a PFIC in the current year as well as in future years. If we are
classified as a PFIC in any year that a U.S. Holder owns Ordinary Shares , the U.S. Holder will generally continue to be treated as
holding Ordinary Shares of a PFIC in all subsequent years, notwithstanding that we are not classified as a PFIC in a subsequent
year. Dividends received by the U.S. Holder and gains realized from the sale of our Ordinary Shares would be taxed as ordinary
income and subject to an interest charge. We urge U.S. investors to consult their own tax advisors about the application of the PFIC
rules and certain elections that may help to minimize adverse U.S. federal income tax consequences in their particular
circumstances. 22
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 As
a foreign private issuer whose shares are listed on the NASDAQ Capital Market, we follow certain home country corporate governance practices
in lieu of instead of certain NASDAQ requirements.  As
a foreign private issuer whose shares are listed on the NASDAQ Capital Market, we are permitted to follow certain home country corporate
governance practices instead of certain requirements of The NASDAQ Marketplace Rules. As an Australian company listed on the NASDAQ Capital
Market, we follow home country practice with regard to, among other things, the composition
of the board of directors, director nomination process, compensation of officers and quorum at shareholders' meetings. In addition, we
follow Australian law instead of the NASDAQ Marketplace Rules that require that we obtain shareholder approval for certain dilutive events,
such as for the establishment or amendment of certain equity-based compensation plans, an issuance that will result in a change of control
of the company, certain transactions other than a public offering involving issuances of a 20% or more interest in the company and certain
acquisitions of the stock or assets of another company. A foreign private issuer that elects to follow a home country practice instead
of NASDAQ requirements, must submit to NASDAQ in advance a written statement from an independent counsel in such issuer's home country
certifying that the issuer's practices are not prohibited by the home country's laws. In addition, a foreign private issuer must disclose
in its annual reports filed with the U.S. Securities and Exchange Commission each such requirement that it does not follow and describe
the home country practice followed by the issuer instead of any such requirement. Accordingly, our shareholders may not be afforded the
same protection as provided under NASDAQ's corporate governance rules. Please see "Item 6. Directors, Senior Management and Employees
- C. Board Practices" for further information.  U.S.
shareholders may not be able to enforce civil liabilities against us.  All
of our directors and executive officers are non-residents of the United States, and all or a substantial portion of the assets of such
persons are located outside the United States. As a result, it may not be possible for investors to affect service of process within
the United States upon such persons or to enforce against them judgments obtained in U.S. courts predicated upon the civil liability
provisions of the federal securities laws of the United States. There is doubt as to the enforceability in Australia in original actions,
or in actions for enforcement of judgments of U.S. courts, of civil liabilities to the extent predicated upon the federal securities
laws of the United States.  As
a foreign private issuer, we do not have to provide the same information as an issuer of securities based in the U.S.  Given
that we are a foreign private issuer within the meaning of the rules under the Exchange Act, we are exempt from certain provisions of
that law that are applicable to U.S. public companies, including (i) the rules under the Exchange Act requiring the filing with the U.S.
Securities and Exchange Commission ("SEC") of quarterly reports on Form 10-Q or current reports on Form 8-K; (ii) the sections
of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a registered security; and (iii)
the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability
for insiders who profit from trades made in a short period of time. Thus, investors are not afforded the same information which would
be ordinarily available were they investing in a domestic U.S. public corporation.  In
accordance with the requirements of the Australian Corporations Act 2001, we disclose annual and semi-annual results. Our results are
presented in accordance with International Financial Reporting Standards (IFRS). Our annual results are audited, and our semi-annual
results undergo a limited review by our independent auditors. We file annual audited results presented in accordance with Australian
Accounting Standards and IFRS as issued by International Accounting Standards Board with the SEC on Form 20-F. We are required to provide
our semi-annual results and other material information that we disclose in Australia in the U.S. under the cover of Form 6-K. Nevertheless,
this information is not the same information as would be made available to investors if we were a domestic U.S. public corporation.  We
may issue additional securities in the future, which may result in dilution to our shareholders.  As
of April 19, 2022 we have 14,753,331 Ordinary Shares issued and outstanding, which does not include the number of shares to be issued
under a warrant that was issued in January 2022. The total amount of the warrants, if fully exercised, would raise US$8 million. The
warrants are for a term of 2 years to January 2024 and can be exercised at US$3.74 for each share. Under the warrant agreement, the warrant
holder cannot exercise the warrant to subscribe for shares in the Company if such exercise would take the warrant holder over 4.99% shareholding
in the Company. As at the date of this report, all the warrants are outstanding. In this case, to the extent that the warrants are exercised
by the warrant holders, additional Ordinary Shares will be issued and would dilute our shareholders.  In
addition, to the extent that we conduct additional equity offerings, additional Ordinary Shares will be issued, which may result in dilution
to our current shareholders. Sales of substantial numbers of such shares in the public market would also result in further dilution to
our shareholders and could adversely affect the market price of our Ordinary Shares.  We
may seek to raise additional funds, finance acquisitions or develop strategic relationships by issuing securities that would dilute your
ownership. Depending on the terms available to us, if these activities result in significant dilution, it may negatively impact the trading
price of our Ordinary Shares.  We
have financed our operations, and we expect to continue to finance our operations, acquisitions, if any, and the development of
strategic relationships by issuing equity and/or convertible securities, which could significantly reduce the percentage ownership
of our existing shareholders. Further, any additional financing that we secure, may require the granting of rights, preferences or
privileges senior to, or pari passu with, those holders of our Ordinary Shares . Any issuances by us of equity securities may be at
or below the prevailing market price of our Ordinary Shares and in any event may have a dilutive impact on your ownership interest,
which could cause the market price of our Ordinary Shares to decline. We may also raise additional funds through the incurrence of
debt or the issuance or sale of other securities or instruments senior to our Ordinary Shares . The holders of any securities or
instruments we may issue may have rights superior to the rights of our shareholders. If we experience dilution from the issuance of
additional securities and we grant superior rights to new securities over our shareholders, it may negatively impact the trading
price of our Ordinary Shares and you may lose all or part of your investment. 23
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 If
we fail to comply with internal controls evaluations and attestation requirements our stock price could be adversely affected.  We
are subject to United States securities laws, including the Sarbanes-Oxley Act of 2002 and the rules and regulations adopted by the SEC
pursuant to such Act. As a foreign private issuer, under Section 404 of the Sarbanes-Oxley Act and the related regulations, we will be
required to perform an evaluation of our internal control over financial reporting, including (1) management's annual report on its assessment
of the effectiveness of internal control over financial reporting; and (2) our independent registered public accounting firm's annual
audit of the effectiveness of internal control over financial reporting. In 2010, the enactment of the Dodd Frank Bill resulted in an
exemption from Section 404(b) of the Sarbanes-Oxley Act for fiscal 2010 onwards, meaning that we did not have to comply with point (2)
above. For further information, see "Item 15 - Controls and Procedures - Management's Annual Report on Internal Control over Financial
Reporting."  The
requirements of Section 404(a) of the Sarbanes-Oxley Act are ongoing and also apply to future years. We expect that our internal control
over financial reporting will continue to evolve as our business develops. Although we are committed to continue to improve our internal
control processes and we will continue to diligently and vigorously review our internal control over financial reporting in order to
ensure compliance with the Section 404 requirements, any control system, regardless of how well designed, operated and evaluated, can
provide only reasonable, not absolute, assurance that its objectives will be met. Therefore, we cannot be certain that in the future
additional material weaknesses or significant deficiencies will not exist or otherwise be discovered. If our efforts to remediate weaknesses
identified are not successful or if other deficiencies occur, these weaknesses or deficiencies could result in misstatements of our results
of operations, restatements of our financial statements, a decline in our stock price, or other material effects on our business, reputation,
results of operations, financial conditions or liquidity.  Our
Constitution and other Australian laws and regulations applicable to us may adversely affect our ability to take actions that could be
deemed beneficial to our shareholders.  As
an Australian company we are subject to different corporate requirements than a corporation organized under the laws of the United States.
Our constituent document, or Constitution, as well as the Australian Corporations Act 2001 set forth various rights and obligations that
are unique to us as an Australian company. These requirements may limit or otherwise adversely affect our ability to take actions that
could be beneficial to our shareholders.  We
have never paid a dividend and we do not intend to pay dividends in the foreseeable future which means that holders of shares may not
receive any return on their investment from dividends.  To
date, we have not declared or paid any cash dividends on our Ordinary Shares and currently intend to retain any future earnings for
funding growth. We do not anticipate paying any dividends in the foreseeable future. Dividends may only be paid out of our profits.
Payment of cash dividends, if any, in the future will be at the discretion of the board of directors of the Company (the "Board"
or "Board of Directors"). Our holders of shares may not receive any return on their investment from dividends. The success of your
investment will likely depend entirely upon any future appreciation of the market price of our Ordinary Shares, which is uncertain
and unpredictable. There is no guarantee that our Ordinary Shares will appreciate in value or even maintain the price at which you
purchased your Ordinary Shares.  We
may not be able to attract the attention of major brokerage firms.  Securities
analysts of major brokerage firms may not provide coverage of us since there is no incentive to brokerage firms to recommend the purchase
of our Ordinary Shares. No assurance can be given that brokerage firms will, in the future, want to conduct any secondary offerings on
behalf of our Company.  Risks
Related to Doing Business in China  Uncertainties
exist with respect to the interpretation and implementation of PRC Foreign Investment Law and how it may impact the viability of our
group structure and business operations.  On
March 15, 2019, the National People's Congress approved the Foreign Investment Law, which took effect on January 1, 2020 and replaced
three existing laws on foreign investments in China, namely, the PRC Equity Joint Venture Law, the PRC Cooperative Joint Venture Law
and the Wholly Foreign-owned Enterprise Law, together with their implementation rules and ancillary regulations. The Foreign Investment
Law embodies an expected PRC regulatory trend to rationalize its foreign investment regulatory regime in line with prevailing international
practice and the legislative efforts to unify the corporate legal requirements for both foreign and domestic invested enterprises in
China. The Foreign Investment Law establishes the basic framework for the access to, and the promotion, protection and administration
of foreign investments in view of investment protection and fair competition. According
to the Foreign Investment Law, "foreign investment" refers to investment activities directly or indirectly conducted by one
or more natural persons, business entities, or otherwise organizations of a foreign country (collectively referred to as "foreign
investor") within China, and the investment activities include the following situations: (i) a foreign investor, individually or
collectively with other investors, establishes a foreign-invested enterprise within China; (ii) a foreign investor acquires stock shares,
equity shares, shares in assets, or other like rights and interests of an enterprise within China; (iii) a foreign investor, individually
or collectively with other investors, invests in a new project within China; and (iv) investments in other means as provided by laws,
administrative regulations, or the State Council. 24
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 According
to the Foreign Investment Law, the State Council will publish or approve to publish the "negative list" for special administrative
measures concerning foreign investment. The Foreign Investment Law grants national treatment to foreign-invested entities ("FIEs"),
except for those FIEs that operate in industries deemed to be either "restricted" or "prohibited" in the "negative
list". Because the "negative list" has yet to be published, it is unclear whether it will differ from the current Special
Administrative Measures for Market Access of Foreign Investment (Negative List). The Foreign Investment Law provides that FIEs operating
in foreign restricted or prohibited industries will require market entry clearance and other approvals from relevant Chinese governmental
authorities. If a foreign investor is found to invest in any prohibited industry in the "negative list", such foreign investor
could be required to cease its investment activities, dispose of its equity interests or assets within a prescribed time limit and have
its income confiscated. If the investment activity of a foreign investor is in breach of any special administrative measure for restrictive
access provided for in the "negative list", the relevant competent department shall order the foreign investor to make corrections
and take necessary measures to meet the requirements of the special administrative measure for restrictive access. The
Chinese government will establish a foreign investment information reporting system, according to which foreign investors or foreign-invested
enterprises must submit investment information to the competent department for commerce concerned through the enterprise registration
system and the enterprise credit information publicity system, and a security review system under which the security review shall be
conducted for foreign investment affecting or likely affecting the state security. Furthermore,
the Foreign Investment Law provides that foreign invested enterprises established according to the existing laws regulating foreign investment
may maintain their structure and corporate governance within five years after the implementing of the Foreign Investment Law. In
addition, the Foreign Investment Law also provides several protective rules and principles for foreign investors and their investments
in the PRC, including that a foreign investor may freely transfer into or out of China, in Renminbi or a foreign currency, its contributions,
profits, capital gains, income from disposition of assets, royalties of intellectual property rights, indemnity or compensation lawfully
acquired, and income from liquidation, among others, within China; local governments shall abide by their commitments to the foreign
investors; governments at all levels and their departments shall enact local normative documents concerning foreign investment in compliance
with laws and regulations and shall not impair legitimate rights and interests, impose additional obligations onto FIEs, set market access
restrictions and exit conditions, or intervene with the normal production and operation activities of FIEs; except for special circumstances,
in which case statutory procedures shall be followed and fair and reasonable compensation shall be made in a timely manner, expropriation
or requisition of the investment of foreign investors is prohibited; and mandatory technology transfer is prohibited.  As
such, there is a risk that our electronic glass business, which is currently operated by Smartglass Zhenjiang, could be designated to
on the "negative list" for special administrative measures concerning foreign investment. And if its business were to on the
"negative list", we would need to seek permission and approval from the Chinese regulatory to continue to conduct our electronic
glass business in the PRC. If Smartglass Zhenjiang were to be put on the "negative list" and were not successful in obtaining
permission or approval, then its business could be required to close or sold, which could adversely affect our financial position and
share price.  The
Chinese government can exert substantial influence over the manner in which companies operate in China. The
Chinese government has exercised, and may continue to exercise, substantial influence or control over virtually every sector of the Chinese
economy through regulation and state ownership. Our ability to operate in China could be undermined by changes in PRC laws and regulations,
including those relating to taxation, environmental regulations, land use rights, properties and other matters. The central or local
governments could impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures
and efforts on our part to ensure our compliance with such regulations or interpretations. Accordingly, government actions in the future,
including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional
or local variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular
regions, and could require the Company to relinquish any interest that we hold in Chinese properties. If our PRC subsidiaries do not
receive or maintain approvals, inadvertently conclude that approvals needed for their business are not required or if there are changes
in applicable laws (including regulations) or interpretations of laws and our PRC subsidiaries are required but unable to obtain approvals
in the future, then such changes or need for approvals (if not obtained) could adversely affect the operations on our PRC subsidiaries
and the value of our shares could significantly decline or become worthless. As
such, our PRC subsidiaries could be subject to various government and regulatory oversight in the provinces in which they operate. They
could be subject to regulation by various political and regulatory entities, including various local and municipal agencies and government
sub-divisions. Our PRC subsidiaries could incur increased costs necessary to comply with existing and newly adopted laws and regulations
or penalties for any failure to comply. 25
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 The
Chinese government could intervene or influence the operations of our subsidiaries based in Hong Kong and the PRC at any time and any
such intervention or influence could result in a material change in our operations and/or the value of our Ordinary Shares. Given
recent statements by the Chinese government indicating an intent to exert more oversight and control over offers of securities, it is
uncertain if or how the Company (which it is incorporated in Australia but most of its officers or directors are based in Hong Kong or
the PRC) could be required to obtain permission from the PRC government to make an offer of securities in the future, and even if any
such permission were obtained, whether it could be rescinded. Although we are currently not required to obtain permission from the PRC
government or any local government to obtain such permission, our operations could be adversely affected, directly or indirectly, if
we had to obtain approvals from the PRC government to offer securities. and could result in a significant decrease in the value of our
Ordinary Shares, or a complete hinderance of our ability to offer or continue to offer our securities to investors and cause the value
of our securities to significantly decline or be worthless. Recent
regulatory initiatives implemented by the PRC competent government authorities on cyberspace data security could impact our business
operations and compliance status. Recently,
the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued
the "Opinions on Severely Cracking Down on Illegal Securities Activities According to Law," or the Opinions, which was made
available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities,
and the need to strengthen the supervision over overseas listings by Chinese companies but not Australian companies such as IMTE. On
July 10, 2021, the Cyberspace Administration of China ("CAC") issued a revised draft of the Measures for Cybersecurity Review (the
"Draft Measures") for public comments, which required that, any data processing operators controlling personal information of no
less than one million users which seeks to list in a foreign stock exchange should also be subject to cybersecurity review, and
further elaborated the factors to be considered when assessing the national security risks of the relevant activities. On January 4,
2022, the Measures for Cybersecurity Review (the "Measures") were published and became effective on February 15, 2022.We do not
expect to be subject to cybersecurity review because: (i) our products and services are not offered directly to individual
consumers; (ii) we do not possess a large amount of personal information in our business operations; and (iii) data processed in our
business does not have a bearing on national security and thus may not be classified as core or important data by the
authorities.  Although
we do not believe that we will be subject to cybersecurity review as required under the Measures, it is uncertain how soon
legislative or administrative regulation making bodies will respond and what existing or new laws or regulations and interpretations
will be modified or promulgated, if any, and the potential impact they could have on the operations of IMTE's subsidiaries in the
PRC, the ability to accept foreign investments and the convertibility of foreign exchange. The
trading of our shares could potentially be adversely impacted by the Holding Foreign Companies Accountable Act ("HFCA Act")
if it is later determined that the Public Company Accounting Oversight Board (the "PCAOB") is unable to inspect or investigate our auditor because of a position taken by the Chinese government,
which could cause trading in our shares to be prohibited under HFCA Act and our shares to be delisted. On
December 16, 2021, the PCAOB has issued its report notifying the SEC of its determination that it is unable to inspect or
investigate completely accounting firms headquartered in mainland China or Hong Kong. Our auditor, Audit Alliance LLP, is a
PCAOB-registered firm based in Singapore is subject to laws in the United States pursuant to which the PCAOB conducts regular
inspections to assess its compliance with the applicable professional standards. As of the date of this annual report, under the
HFCA Act, the PCAOB is permitted to inspect our independent public accounting firm. However, there is no guarantee that future audit
reports will be prepared by auditors that are subject to complete inspection by the PCAOB and, in such event, this could result in
limitations or restrictions to our access of the U.S. capital markets. Furthermore, trading in our securities could be prohibited
under the HFCA Act if the SEC were to subsequently determine that our audit work is performed by auditors that the PCAOB is unable
to inspect or investigate completely, including as a result of a position taken by an authority in China or other foreign
jurisdiction that prevents the PCAOB from conducting an inspection of our auditor and, as a result, NASDAQ could determine to delist
our Ordinary Shares. In
June 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would amend the HFCA
Act and require the SEC to prohibit an issuer's securities from trading on any U.S. stock exchanges if its auditor is not subject to
PCAOB inspections for two consecutive years (instead of three consecutive years under current law). Furthermore, trading in our securities
could be prohibited under the HFCA Act (as amended by the Accelerating Holding Foreign Companies Accountable Act) if the SEC were to
subsequently determine that our audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely, including
as a result of a position taken by an authority in China or other foreign jurisdiction that prevents the PCAOB from conducting an inspection
of our auditor and, as a result, NASDAQ could determine to delist our Ordinary Shares. PRC
regulation of loans and direct investment by offshore holding companies to PRC entities may delay or prevent us from using the proceeds
of the offerings to make loans or additional capital contributions to our PRC subsidiary, which could materially and adversely affect
our liquidity and our ability to fund and expand our business. In
utilizing the proceeds from the offerings or any future offerings, as an offshore holding company of our PRC subsidiary, we may make
loans to our PRC subsidiary and controlled PRC affiliate, or we may make additional capital contributions to our PRC subsidiary. Any
loans to our PRC subsidiary or controlled PRC affiliate are subject to PRC regulations and approvals. For example, loans by us to our
PRC subsidiary in China, each of which is a foreign-invested enterprise, to finance their activities cannot exceed statutory limits and
must be registered with a Chinese agency known as SAFE or its local counterpart. 26
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 We
may also decide to finance our PRC subsidiary through capital contributions. These capital contributions must be approved by the Ministry
of Commerce in China or its local counterpart. It is possible that we may not be able to obtain these government registrations or approvals
on a timely basis, if at all, with respect to future loans by us to our PRC subsidiary or controlled PRC affiliate or capital contributions
by us to our subsidiaries or any of their respective subsidiaries. If we fail to receive such registrations or approvals, our PRC operations
may be negatively affected, which could adversely and materially affect our liquidity and our ability to fund and expand our business. In
2015, SAFE promulgated Circular 19, a notice regulating the conversion by a foreign-invested enterprise of foreign currency into Renminbi
by restricting how the converted Renminbi may be used. Circular 19 requires that Renminbi converted from the foreign currency-denominated
capital of a foreign-invested enterprise may only be used for purposes within the business scope approved by the applicable governmental
authority and may not be used for equity investments within the PRC unless specifically provided for otherwise in its business scope.
In addition, SAFE strengthened its oversight of the flow and use of Renminbi funds converted from the foreign currency-denominated capital
of a foreign-invested enterprise. The use of such Renminbi may not be changed without approval from SAFE and may not be used to repay
Renminbi loans if the proceeds of such loans have not yet been used for purposes within the foreign-invested enterprise's approved business
scope. We
cannot assure you that we will be able to complete the necessary government registrations or obtain the necessary government approvals
on a timely basis, if at all, with respect to future loans by us to our PRC subsidiary or controlled PRC affiliate or with respect to
future capital contributions by us to our PRC subsidiary. If we fail to complete such registrations or obtain such approvals, our ability
to use the proceeds we receive from the offerings and to capitalize or otherwise fund our PRC operations may be negatively affected,
which could adversely and materially affect our liquidity and our ability to fund and expand our business.  Governmental
control of currency conversion may limit our ability to use our revenues effectively and the ability of our PRC subsidiary to obtain
financing. The
PRC government imposes control on the convertibility of the RMB into foreign currencies and, in certain cases, the remittance of currency
out of China. For our PRC subsidiaries, we will receive a majority of our revenues in Renminbi, which currently is not a freely convertible
currency. Restrictions on currency conversion imposed by the PRC government may limit our ability to use revenues generated in Renminbi
to fund our expenditures denominated in foreign currencies or our business activities outside China. Under China's existing foreign exchange
regulations, Renminbi may be freely converted into foreign currency for payments relating to current account transactions, which include
among other things dividend payments and payments for the import of goods and services, by complying with certain procedural requirements.
Our PRC subsidiary is able to pay dividends in foreign currencies to us without prior approval from SAFE, by complying with certain procedural
requirements. Our PRC subsidiary may also retain foreign currency in their respective current account bank accounts for use in payment
of international current account transactions. However, we cannot assure you that the PRC government will not take measures in the future
to restrict access to foreign currencies for current account transactions. Conversion
of Renminbi into foreign currencies, and of foreign currencies into Renminbi, for payments relating to capital account transactions,
which principally includes investments and loans, generally requires the approval of SAFE and other relevant PRC governmental authorities.
Restrictions on the convertibility of the Renminbi for capital account transactions could affect the ability of our PRC subsidiary to
make investments overseas or to obtain foreign currency through debt or equity financing, including by means of loans or capital contributions
from us. 27
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 ITEM
                          4.INFORMATION
                                            ON THE COMPANY  A.       History
and Development of the Company  We
were incorporated under the laws of the Commonwealth of Australia on August 8, 2008 under the name "China Integrated Media Corporation
Limited." On October 12, 2016, we changed the name to Integrated Media Technology Limited ("IMTE"). The registered office
is located at Level 7, 420 King William Street, Adelaide, SA 5000, Australia and our telephone number is +61 8 8233 0881. Our principal
office is located at Suite 801, 8/F., Siu On Center, 188 Lockhart Road, Wanchai, Hong Kong and our telephone number is +852 2989 0288.
Our address on the Internet is www.imtechltd.com. The information on, or accessible through, our website is not part of this annual
report on Form 20-F. We have included our website address in this annual report on Form 20-F solely as an inactive textual reference.  In
2013, IMTE was engaged in (i) the development of the digital advertising platform in glasses-free 3D (autostereoscopic), (ii) distribution
of digital displays and (iii) lottery gaming business in China. In 2015, the Company changed this focus of its businesses to concentrate
on 3D autostereoscopic business and took the following corporate actions: (i) terminated the lottery gaming business in China and (ii)
acquired 3D technology and audio companies (as discussed further below). However due to the capital-intensive nature of research and
development and the losses incurred in 2018 and 2019, management decided in early 2020 to stop the R&D activities and focus on the
sales and marketing of 3D display products. Management also decided to broaden the Company's revenue base by investing in a lamination
glass project, a new nano-coated plate filter project, IoT projects, financial research, certification of halal process and trading in
halal products, and setting up a marketplace to trade in digital assets. In 2021, the Company stopped the marketing and sales of 3D display
products due to the adverse effect of the pandemic on the retail and advertising sectors. As a result, the Company now engages in business
activities relating to the laminated switchable glass, nano-coated plate filter and air filter products, IoT products, financial research,
certification of halal process and trading in halal products, and setting up and managing a marketplace to trade in digital assets.  IMTE
was listed on the Australian Securities Exchange, or ASX, in February 2013.  On
February 9, 2015, the Company acquired all the issued shares of Conco International Co., Ltd. ("CICL"), a company principally
engaged in the design, sales and distribution of audio products. The consideration paid was $61,591 which was the amount of the net asset
value of CICL. The consideration was settled by the Company issuing 307,954 shares at $0.20 per share.  In
May 2015, the Company entered into a cooperation agreement to set up Global Vantage Audio Limited, a 50% subsidiary company, to distribute
and market branded "Syllable" headsets globally except for the markets in China, India and Pakistan.  On
September 30, 2015, the Company acquired all of the issued shares of Marvel Digital Limited ("MDL"), a Hong Kong incorporated
technology company principally engaged in the development of autostereoscopic 3D display technology and products, 2D to 3D conversion
software and digital content management system. The consideration paid was A$5,216,213 which was the net asset value of MDL. The consideration
was settled by the Company issuing 26,081,065 shares at A$0.20 per share.  In
March 2016, the Company disposed CICL to an independent third party for US$41,235, representing the net asset value of CICL.  On
October 12, 2016, pursuant to an extraordinary general meeting the Shareholders unanimously voted to change the name of the Company to
Integrated Media Technology Limited.  On
May 2, 2017, we effected a 1-for-30 reverse split of our Ordinary Shares, which was approved at a special meeting of our shareholders
on March 2, 2017. This reduced the number of outstanding shares of our common stock from 79,301,852 shares on May 5, 2017, to 2,643,611
shares on May 8, 2017, after adjusting for fractional shares.  In
July 2017, we established a new wholly owned subsidiary - GOXD Technology Limited, incorporated in Hong Kong, for carrying out business
activities on sales and distribution of 2D/3D glasses-free 4K digital photo frames to corporate customers and household consumers.  On
August 3, 2017 our Ordinary Shares admitted for listing on the NASDAQ Capital Markets under the symbol "IMTE".  On
January 12, 2018, the Group entered into the following agreements in connection with the issue of a HK$23 million (equivalent to approximately
A$3.8 million) Convertible Bonds (the "Convertible Bonds"): (i) Subscription Agreement between Marvel Digital Limited, a wholly-owned
subsidiary of the Company ("MDL") and an independent third party entity ("Bondholder") for the Convertible Bonds,
(ii) Deed of Guarantee between the Company and the Bondholder to guarantee the payment obligations under the Convertible Bonds and (iii)
Put Option Deed between the Company and the Bondholder to repurchase any converted MDL Shares as described below. 28
 Table of Contents
 Pursuant
to the terms of the Convertible Bonds, the Convertible Bonds were convertible into 75,000 Ordinary Shares of MDL ("MDL Shares")
at a conversion price of HK$306.67 per share, which is equivalent to 20% of the then enlarged issued share capital of MDL.  On
August 6, 2018, the Company's subsidiary company, MDL, completed the Share Subscription Agreement where the investor subscribed for 5%
of the enlarged issued share capital of MDL for HKD15,000,000 (approximately A$2,573,000). Upon the issuance of shares in MDL, IMTE's
shareholding in MDL was decreased from 100% to 95%.  On
August 8, 2018, the Company's subsidiary company, GOXD Technology Limited ("GOXD") entered into an Equity Investment Agreement
where the investor purchased 20% of the enlarged issued share capital of GOXD for US$4,000,000 (approximately A$5,378,000). GOXD is a
subsidiary of MDL. Upon the issuance of shares in GOXD, MDL's shareholding in GOXD was decreased from 100% to 80%.  On
December 12, 2018 the shareholders of the Company approved the settlement of A$8,000,000 debt owed to Marvel Finance Limited, the then
ultimate holding company, by the issuance of 708,500 shares in the Company.  In
April 2019, the Company and Teko International Limited ("Teko") entered into a distribution rights agreement for the territory
of Hong Kong and Guangzhou Province, China ("Territories") for a proprietary conductive film and 3rd generation Polymer Dispersed
Liquid Crystal ("PDLC") film. Pursuant to the Agreement, the Company will pay 50,000 IMTE shares upon the commissioning of
one lamination line, (ii) for each of the next 3 years after the commissioning of the manufacturing line, IMTE shall pay Teko 50,000
IMTE shares should the annual revenue reach US$10 million or 100,000 IMTE shares should the revenue reach US$20 million, and (iii) 50,000
IMTE shares for each additional lamination line installed. In addition, for managing the operations, the Company will pay to Teko 25%
of the net profits from the sale of the PDLC film products and the lamination operations. Mr. Con Unerkov and Mr. Cecil Ho, both the
then CEO and CFO, respectively of IMTE, were then the directors and shareholders of Teko.  On
January 3, 2020, the Convertible Bonds with MDL matured and then on January 21, 2020 the Company reached an agreement with Bondholder
to repay HK$23 million (equivalent to approximately A$4.3 million) of the Convertible Bonds on the following schedule: i) HK$13 million
(or about A$2.4 million) to be paid on January 17, 2020 and ii) the remaining HK$10 million (or about A$1.9 million) to be paid in equal
instalments over four months. Furthermore, the interest rate is changed to 15% per annum. All of the instalment payments were made.  On
January 20, 2020, the Company entered into a Convertible Note Purchase Agreement with CIMB Limited ("the CN Agreement"), an
independent third party. Pursuant to CN Agreement, CIMB will purchase from the Company a 10% convertible promissory note ("the Note")
in the principal amount of HK$14 million (or about A$2.6 million or about US$1.8 million) maturing in two (2) years from the date of
the agreement. The holder of the Note has the right to convert the principal amount to shares in the Company at a fixed conversion price
of US$5.00 per share, subject to adjustment, over the term of the Note. On February 11, 2020, the Company and the holder of the Note
entered into a supplement agreement to the CN Agreement to limit the total number of Ordinary Shares of the Company issuable upon conversion
of the Note to no more than 19.99% of the total issued and outstanding Ordinary Shares of the Company. The supplement agreement further
provides that the conversion price shall, in no event, be less than US$1.50 per share, subject to regulatory or shareholder approval.
As at the date of this Annual Report, the Note was converted in January 2022 and a total of 664,871 shares were issued.  On
February 20, 2020, the Company entered into a Securities Purchase Agreement for the sale of 158,730 ordinary shares of, no par value,
of the Company and warrants ("Warrants") to purchase up to 126,984 Ordinary Shares ("Warrant
Shares") to an accredited investor ("Investor") at a price of US$6.30 per share to raise gross proceeds of US1 million.
The Warrants were exercisable for the period of 12 months from the date of issuance, at an exercise price of US$10.50 per Share. The
Cash Offering is for US$1 million and generated net cash proceeds of approximately US$920,000 after deducting estimated expenses in connection
with the offering. The Company intends to use the net cash proceeds for partially paying off debts to a bondholder and general corporate
purposes.  In
May 2020, the Company disposed its research and development operations to independent third parties in order to rationalize its operations
and focus on the marketing and sales of autostereoscopic 3D displays.  On
August 6, 2020, IMTE entered into two conditional SP Agreements to buy 25.5% equity interest in Sunup from each of Nextglass Technologies
Corp ("Nextglass") and Teko International Limited ("Teko") for US$750,000 each for a total consideration of US$1,500,000.
The consideration paid was US$750,000 for each of Nextglass and Teko, and each of them was issued 250,000 Ordinary Shares in IMTE (the
"Consideration Shares") at US$3.00 per share. Under the SP Agreements, IMTE could also pay a deferred consideration based on
five times the annualized earnings for the two years following completion, less the initial consideration of US$750,000. For the duration
of the agreements and until the deferred consideration is determined, Nextglass and Teko have the right to purchase their 25.5% Sunup
equity interest back from IMTE through the restitution of the Consideration Shares if IMTE and Sunup terminate the directors and officers
of Sunup without cause and without the consent of the Nextglass and Teko. 29
 Table of Contents
 On
December 21, 2020 the Company entered into a contract with RE&I International Limited and Zhenjiang Nextek Glass Film Limited to
purchase one lamination line for our switchable glass operation for total proceeds of US$1,650,000.  On
December 21, 2020, the Company entered into a subscription agreement to subscribe for up to 60% equity interest in Greifenberg Capital
Limited ("Greifenberg") for a total subscription amount of US$1,200,000. The initial subscription amount was US$500,000, which
the Company subscribed. The Company has the option to subscribe for an additional US$700,000 if Greifenberg achieves certain milestones
after May 31, 2021. The Company did not subscribe for the additional shares in Greifenberg. Greifenberg is engaged in the business of
providing financial research and risk analysis on China's financial markets.  On
December 21, 2020, Sunup, the Company's subsidiary entered into an assignment agreement to take up the rights to a Product Development
Agreement for two new air purifiers. The contract provides for Sunup to own the trademark and the right to use the product design and
the distribution right to sell the air purifier products worldwide. The total investment cost for the product development is approximately
US$728,000.  On
February 5, 2021, CIMC Marketing Pty Limited ("CIMC"), a wholly owned subsidiary of the Company entered into an agreement with
Xped Limited (now known as Oakridge International Limited) ("Oakridge"), a company listed on the Australian Securities Exchange.
Pursuant to the agreement, CIMC agreed to purchase up to 500 million shares for any shortfall of acceptance from other shareholders ("Shortfall
Shares") in Oakridge's rights issue announced on January 25, 2021 at the subscription price of A$0.001 per share. On March 1, 2021,
CIMC announced that it had purchased 500 million shares at a subscription price of A$0.001 per share for a total amount of A$500,000
or equivalent to US$381,000. The 500 million shares represented approximately 15% of the then total outstanding shares in Oakridge. Oakridge
is engaged in the business of selling professional healthcare technology equipment and solutions to healthcare facilities. Recently Oakridge
focused on expanding into delivering assisted independent living technologies utilizing synergies with Oakridge's Internet of Things
(IoT) platform. Oakridge also intends to build on smart home and smart building solutions for a more efficient interactive environment
for its occupants.  On
February 22, 2021, the Company entered into a Securities Purchase Agreement for the sale of 625,000 Ordinary Shares of the Company to
an accredited investor at a price of US$4.00 per share for US$2,500,000. The Company intended to use the net cash proceeds for working
capital purposes and development of existing and new businesses.  On
March 4, 2021, the Company entered into subscription agreements in a private placement with twelve investors outside the United States
to subscribe a total of 573,350 shares in the Company at a price of US$4.00 per share for total proceeds of US$2,293,400. The use of
the proceeds was to build out of manufacturing infrastructure and working capital.  On
March 23, 2021, the Company entered into a Securities Purchase Agreement for the sale of 708,000 Ordinary Shares of the Company to an
accredited investor at a price of US$6.50 per share for gross proceeds of US$4,602,000. The Company intended to use the net cash proceeds
for developing its current businesses, corporate expenditures, and general corporate purposes.  On
July 6, 2021, the Company entered into three Securities Purchase Agreements ("SPA") with accredited investors for the sale
of a total of 888,888 Ordinary Shares of the Company at a price of US$3.15 per share. The cash offerings generated net cash proceeds
of approximately US$2,765,000 after deducting estimated expenses in connection with the offering. The Company intended to use the net
cash proceeds for the purchase of equipment for the Company's electronic glass business and working capital.  On
January 3, 2022, the Company entered into convertible note purchase agreements with 8 individual investors outside the United States
to raise a total of US$10 million by the issuance of US$10 million convertible notes ("Note"). The Note bears interests at
6% per annum maturing in 2 years from the date of issuance of the Note. The holder of the Note has the right to convert the principal
amount to shares in the Company at a fixed conversion price of US$3.12 per share, subject to adjustment, over the term of the Note. The
holder of the Note cannot convert the shares in the Company if such conversion would take the noteholder over 4.99% shareholding in the
Company. As at the date of this report all the Notes were converted into a total of 3,205,128 shares in the Company. In addition, the
noteholder also received a warrant representing 80% of the amount of the Note, raising an additional US$8 million if all the warrants
are exercised. The warrants are for a term of 2 years from the date of the Note and can be exercised at US$3.74 for each share. Under
the warrant agreement, the warrant holder cannot exercise the warrant to subscribe for shares in the Company if such exercise would take
the warrant holder over 4.99% shareholding in the Company. As at the date of this report, all the warrants are outstanding. The use of
the proceeds from this fund raise was to support the acquisition and building out of manufacturing infrastructure and working capital
of the Company.  On
January 19, 2022, the noteholder holding a 10% convertible promissory note ("CN Note") in the principal amount of HK$14 million
(or about A$2.6million or about US$1.8million) issued by the Company on January 20, 2020 converted the CN Note into 664,871 shares in
the Company.  In
March 2022, the Company announced the Board approved fund raising of up to US$20 million from the sale of our Ordinary Shares. In March
2022 and up to the date of this report, the Company has entered into Securities Purchase Agreements selling a total of 1,431,788 Ordinary
Shares of the Company to accredited investors at a price of US$4.50 per share for a total gross proceeds
of approximately US$6.4 million. The use of the proceeds was for the expansion of the lamination plant in USA, air filter operation,
investment in new projects and working capital. 30
 Table of Contents
 In
summary, the Group's business activities are manufacture and sale of nano coated plates for filters
and air purifiers, the manufacture and sale of electronic glass, provision of halal certification and distribution of halal products,
the operating of an online exchange platform for trading in digital assets and the provision of financial research.  B.       Business
Overview  IMTE
is an Australian company and in 2021 was engaged in the business of glasses-free 3D (also known as autostereoscopic 3D) display, the
manufacture and sale of nano-coated plates for filters and air purifiers, the sale of electronic glass, IoT products and financial research. 
At the end of 2021, the Company stopped the business of glasses-free 3D due to the adverse effect of pandemic on the sales of 3D products
to consumer and advertising sectors.  Breakdown
of total revenues by category for the years ended December 31, 2021, 2020 and 2019:  ConsolidatedDecember
    31, 
    2021
    A$
    
    December
    31, 
    2020
    A$
    
    December
                                            31,
                                            2019
    A$Development,
    sales and distribution of 3D autostereoscopic products and conversion equipment
    
    3,980
    
    1,427,157
    
    1,273,921Sales
    of software and technology solutions
    
    -
    
    -
    
    1,504Sales
    of nano-coated plate for air-filters products
    
    189,133
    
    317,472
    
    -Interest
    income
    
    18,864
    
    6,197
    
    115,762211,977
    
    1,750,826
    
    1,391,187  Breakdown
of total revenues by geographic market for the years ended December 31, 2021, 2020 and 2019:  ConsolidatedDecember
    31, 
    2021
    A$
    
    December
    31, 
    2020
    A$
    
    December
    
    31, 2019
    A$Korea
    
    -
    
    315,034
    
    -Singapore
    
    -
    
    2,439
    
    -Malaysia
    
    78,123
    
    -
    
    -United
    States
    
    104,164
    
    -
    
    -Hong
    Kong
    
    22,844
    
    1,366,200
    
    1,310,912China
    
    6,846
    
    60,956
    
    80,275211,977
    
    1,744,629
    
    1,391,187  At
the beginning of 2019, IMTE was engaged in the business of development, manufacture and distribution of glasses-free 3D (also known as
autostereoscopic 3D) ("ASD") display. 2019 was a challenging year for our ASD business as our development of technologies was
undercapitalized and much of our work plan was postponed or delayed until funding was secured. We also faced difficulties with our subcontractors
to resolve the manufacturing process problems which further delayed sales. In early 2020, the COVID-19 pandemic hit China and then spread
to the rest of the world, putting our business on hold for most of 2020 and 2021. At the end of 2020, the economic outlook for retail
business was uncertain as the extent of the people's behaviour changed to stay at home more and rely on pick-up and delivery services.
This drastically affected our 3D advertising platform business.  In
May 2020, we divested our research and development operation as a cost cutting measure. We decided to focus on the marketing and sales
of ASD products and services, and outsource all development works with defined budgets.  In
June 2020, the Company diversified its business by dedicating resources to the electronic glass and the nano-coated plate filters businesses.
These two businesses are not affected by COVID-19 as much as the ASD business, which was operating in the retail advertising markets.
In particular, the air filter products should not be affected as much as the ASD business because, in a pandemic environment, consumers
will look to purchase devices that cleanse the air. The electronic switchable glass product is a commercial product that is less susceptible
to short-term interruptions in a pandemic environment because it does not depend on retail and or travel sector.  In
line with our renewed business strategy, in August 2020, we acquired 25.5% interests in Sunup Holdings Limited ("Sunup") from
each of Nextglass Technologies Corp. and Teko International Limited for US$750,000 each. In total, we acquired 51% of Sunup for a total
consideration of US$1,500,000, which was paid by the issuance of a total of 500,000 shares in the Company at a
price of US$3.00 per share. Sunup is engaged in the manufacturing and sale of nano-coated plates used in air filters. Sunup has set up
its equipment and began commercial production in November 2020. 31
 Table of Contents
 Consistent
with our current strategy to diversify and expand our business operations, on December 21, 2020, the Company entered into an agreement
to acquire the majority interest in Greifenberg Capital Limited ("Greifenberg"), a company that analyses credit risk using
Big Data and Artificial Intelligence, for a total subscription of up to US$1,200,000. This investment provides the Company with an opportunity
to integrate its business operation with use of new data and Artificial Intelligence to foster growth in the new digital economy. We
believe that strategically integrating our businesses with Artificial Intelligence and Big Data tools will enhance our business operations,
especially in the advertising sector such as tracking or predicting trends in consumer behaviour. As at the date of this Report, the
Company has only subscribed for US$500,000 in the capital of Greifenberg.  Consistent
with our current strategy to diversify and expand our business operations, on January 28, 2021 the Company entered into an agreement
to acquire a 70% equity interest in Shenzhen Koala Wisdom Fire Engineering Co., Ltd., a company in the business of Internet of Things.
Pursuant to the agreement, the vendors will enter into contracts for deployment of an IoT Detection System of not less than RMB200,000
within 60 days from the date of the agreement. IMTE will purchase the 70% equity interest in Shenzhen Koala for US$40,000 ("Initial
Consideration") by the issuance of a total of 10,000 Ordinary Shares in the Company. In April 2021, the parties agreed to cancel
this agreement and to negotiate another agreement involving other IoT projects in the future.  On
February 5, 2021, CIMC acquired 500 million shares representing approximately 15% or A$500,000 (approximately US$381,000) in Xped Limited
(now known as Oakridge International Limited) ("Oakridge"), a company listed on the Australia Securities Exchange at the subscription
price of A$0.001 per share. Oakridge is engaged in the business of selling professional healthcare technology equipment and solutions
to healthcare facilities. Oakridge is focused on expanding into delivering assisted independent living technologies utilizing synergies
with Oakridge's internet of Things (IoT) platform. Oakridge also intends to build on smart home and smart building solutions for a more
efficient interactive environment for the occupants. Our investment provides a strategic investment into the technology and healthcare
markets in Australia.  At
the end of 2021, the Company decided to stop selling ASD products to curtail ongoing overhead costs in the ASD operation as the demand
for such products in the retail and advertising markets were drastically reduced due to the effects of the pandemic.  On
December 29, 2021, the Company entered into an Assignment and Assumption Agreement to take over the rights and obligation on a
Cooperation Agreement on developing a Blockchain business focusing on digital asset market platform mainly focusing on NFT
(Non-Fungible Token) trading market. Under the Cooperation Agreement, the Company shall invest up to US$1 million for 60% equity
interests in Ace Corporation Limited to develop, establish, and operate a trading marketplace platform called "Ouction" at
www.ouction.io. Ouction platform will be an interactive experiencing solution designed with dynamic image cryptographic verification
technology which will serve as a bridge for O2O (Online to Offline) transaction. This will enable the Ouction platform to not only
verify virtual asset transactions, but also provide encryption and Blockchain notarized digital certificates of physical assets for
a fairer and more credible platform trading experience to e-commerce companies and their users. Ouction is expected to adopt
decentralized technologies in the fields of games, fintech, film & TV, culture, and e-commerce. Ouction also plans to develop
cross-industrial synergy and economic value from the new NFT marketplace it creates. Ouction's marketplace plans to be a niche
market in art, historical artifacts, photos and videos.  On
January 4, 2022, the Company announced its intention to divest its China electronic glass business by either selling the business unit
or undertaking a spin off the business unit into a stand-alone, publicly traded listed company. The Company expects to implement the
reorganization during 2022 and the resulting entity will be independent from the Company and exclusively focused in developing, and building
the electronic glass business in China. The Company will continue with the electronic glass business by focusing on the lamination operation
in the United States.  On
January 20, 2022, the Company entered into a subscription agreement for 60% equity interests in World Integrated Supply Ecosystem Sdn
Bhd. ("WISE"), a Malaysia company engaged in the business of the provision of halal certification to qualified businesses/operations,
the establishment halal products supply chain, and sale of halal products. WISE will be providing halal certification working with the
JAKIM, a department of the Malaysia government mandated to conduct and manage the halal certification process. WISE is working towards
being appointed by JAKIM Malaysia as an accredited certification body to conduct the auditing process and certify product application.
WISE will also work with other certification bodies worldwide that have been accredited by JAKIM, thereby extending our reach to the
global markets. Currently,
the Company is focusing on the marketing and distribution of halal products, the manufacture and sale of nano coated plates for air filters
and air purifiers, operating the Ouction digital asset marketplace, and manufacture and sale of switchable glass, the sale of IoT, and
financial research. 32
 Table of Contents
 IMTE
Products and Services Switchable
Glass Products  Due
to the pandemic, the installation for our lamination equipment has been delayed till the second half of 2022. We plan to have 2-3 lamination
lines with capabilities to produce annually between 160,000 - 240,000 m2 of laminated glass in China and 2 lamination lines
with capabilities to produce annually about 160,000 m2 of laminated glass in the USA. The total manufacturing capability of
320,000 m2of laminated glass allows us to support large real estate projects, initially on a subcontract basis for our partners,
and then to develop our own customers and markets. The switchable glass is a new form of material mainly for the real estate industry
for both external and internal walls for new buildings and or homes. The real estate and construction industry in the USA, China and other Asian countries,
in particular, are expected to grow with the economies in these regions. Our energy saving switchable glass are suitable for environmental
buildings/homes of tomorrow.  Buildings
today are built with windows for aesthetic purposes and to allow for natural light and outside views. However, normal glass has two significant
draw backs in letting the heat and the glare from sun light to come directly into the building. To compensate for this, we use blinds
and curtains to shield us from these uncomfortable occurrences. Heat entering the buildings requires more energy to cool the internal
environment, normally the use of air conditioner which is detrimental to the environment and costly to the building owner.  Our
laminated switchable and energy saving glass can provide more natural light and outdoor views while minimizing heat and glare. This is
achieved by adjusting the tinting and transparency in the glass (from transparent to opaque states, and vice versa) automatically by
the use of sensors in determining the amount of sunlight to allow into the interior of the building.  Our
lamination process is to laminate our partner's proprietary PLDC film between the glass to enable the glass to go from transparent and
opaque, and vice versa. In the near future, we will also develop sensors to operate and manage each switchable glass to optimize energy
savings and customer experience.  Our
energy saving glass uses electrochromic technology from our supplier, Nextglass Technologies Corp. Electrochromic is the phenomenon by
which light transmission through a transparent material, changes when an electrical voltage is applied to it. Our energy saving glass
can modulate ultraviolet, visible and infrared light simultaneously and can block more than 99% of solar radiation and achieve reduced
energy consumption. This ability to control the transmission of light enables us to automatically control the amount of heat and glare
into a building.  Our
Advantages  Our
switchable glass and energy saving glass provides multiple benefits to users and building owners.  ●Sustainability
                                            and Energy Efficiency: Our switchable glass reduces energy usage in buildings by blocking
                                            heat from entering buildings and thus reducing the energy required to cool buildings. Our
                                            switchable glass also helps bring in natural light reducing the daytime lighting energy requirements.  ●Improved
                                            User Experience: Our energy saving glass will allow users to work closely to the glass/windows
                                            without the feeling of discomfort from heat and glare coming through the glass. Our energy
                                            saving windows can control the sun light and the heat from coming into the building for the
                                            comfort of the occupants.  ●Cost
                                            savings from switchable glass saves us from putting up blinds or curtains and reduce the
                                            ongoing maintenance costs for the property owner.  Market
Opportunities  We
believe that the market for switchable and energy saving glass will include internal and external walls and, other applications for privacy
walls/windows such as in hospitals and offices.  The
growing demand for smart buildings in the China in the next 10 years gives the Company an exciting platform to launch switchable and
energy saving glass. The development of IoT, automation and other high-tech industries in the Greater Bay Area in China (Guangdong Province,
Hong Kong and Macau) leads to further development of smart buildings and smart cities where our switchable glass can be specified building
material in new buildings by real estate developers and architects. A truly intelligent building needs make its external walls smart
through energy savings and aesthetically pleasing to occupants while having a smaller carbon footprint.  For
the United States, we are working with our partners on a contract manufacturing arrangement to support their orders in the United States.
In the longer term we will seek approval from our partner Nextglass to enter the market directly. 33
 Table of Contents
 Our
Customers  We
plan to sell our products to the construction and real estate industry for properties such as train stations, airports, convention centers,
commercial offices, hospitals, residential homes and apartments.  We
plan to engage with commercial building owners, architect, real estate developers and general contractors. We believe that market adoption
of our products is strongly influenced by an appreciation of the cost savings to owner and or tenants; and the overall improvement to
the environment by reducing the carbon footprint of the buildings using our switchable and energy saving glass.  Our
Competition  We
compete in the commercial window industry and the electrochromic glass industry, both of which are highly competitive in price and product
functionality. We believe that our main sources of competition are existing commercial window manufacturers, electrochromic glass
manufacturers, and companies developing smart window products. We believe the primary competitive factors in our markets are:  ●	Price,  ●	Product
performance,  ●	Product
functionality quality and durability,  ●	Ease
of installation and maintenance, and  ●	Technological
innovation.  Growth
Strategies  We
will need to introduce to the real estate industry participants i.e. developers and architects of the advantages of our switchable and
energy saving glass products. We will also seek to expand the usage of our switchable glass to provide internal privacy walls such as
in offices and hotels. The growth in the use of switchable and energy saving glass is expected to be in applications where cost savings
and privacy consideration in which glass is used as a barrier to the outside environment.  Nano-coated
Plate Filter Products  In
August 2020, the Company purchased equipment to manufacture nano-coated plate filters using a new technology for air and water filters.
These filters provide better clean air and eliminate small particle pollutants in the air for large indoor meeting places and in closed
environment where the air is circulated i.e. trains, taxi, subways, buses, cruise ships, etc.  The
current technology of Plasma-Enhanced Chemical Vapor Deposition (PECVD) is too expensive and causes emission of toxic material. However,
we are using a new PECVD technology, patent owned by our Korea partner, that manufactures the product at a much lower costs than the
traditional PECVD technology and the process does not emit toxic material in the manufacturing process. The technology we use is superior
in performance and less costly to produce.  What
is Plasma-Enhanced Chemical Vapor Deposition  In
PECVD, one or more gaseous reactants are used to form a solid insulating or conducting layer on the surface of a wafer. This layer is
then enhanced by the use of a vapor containing electrically-charged particles or plasma, at lower temperatures.  PECVD
processing enables deposition at lower temperatures. A plasma is formed from the gaseous chemicals in a reaction chamber. In contrast
to traditional Chemical Vapor Deposition, where higher temperature is used to cause reactions, in PECVD the plasma provides the energy
needed to cause the reaction, which means that it can be done at a lower temperature.  The
positive effect of photo catalytic air purification and sterilization are:  ●	Eliminating
all kinds of particles.  ●	Remoinge
odors.  ●	Eliminating
cigarette smoke and carcinogens.  ●	Removing
VOCs contained in the dust.  ●	Increasing negative
ions and oxygen in the close environment will increase.  ●	Eliminating
contact with allergen inducing substances and have the effect of allergy treatment. 34
 Table of Contents
 We
have started manufacturing and selling the air filter plates product in Q4 2020. We have also invested in our own proprietary design
of a family of air purifier products which are expected to be available in 2022. Due to the COVID-19 pandemic and the integrated
chip shortage worldwide, the distribution and manufacturing of our products have been delayed until the second half of 2022. We will
start to market our generation 2 air filter/purifiers in South Korea, United States, China and Southeast Asia. The initial market
response to our purifiers has been very positive based on the feedbacks from the brand distributors willing to carry out products, and we
expect to secure orders in Q3 2022, once the chip shortages are resolved.  Our
nano-coated plate products eliminate particles, eliminate germs and viruses, eliminate micro molecules that are harmful to human body
and odors in the air. We have sent the product to testing labs in Korea to certify our air filters eliminate particles in the air. With
such test results we believe that we will receive many more enquiries and sales orders. In the second half of 2022, we will seek to sell
our products in North America, Europe and Asia.  Our
sales strategy is to appoint distributors and or channel partners for certain territories and countries while the other markets we will
sell direct to consumers online to build our own customer base and branding. We will also seek manufacturing and distribution partners
as part of our growth strategy.  Our
product strategy is to build a product line catering to all price points. We may invest in more designs for specific markets and applications
such as air purifiers for baby care, aged care, and healthcare environments. As our air filters/purifiers are designed to be mobile for
personal use, there are many applications where users are in confined space such as travellers on trains or buses.  Going
forward, we will look at using this technology to manufacture water filters for the home, and for the food sanitary water treatment
industries.  Internet
of Things ("IoT") Products  IMTE
will be focusing on IoT products as one of the core businesses to be engaged in the future. In February 2021, the Company took a strategic
15% stake in an ASX company Oakridge International Limited (formerly known as Xped Limited) ("Oakridge"). Oakridge is engaged
in the business of IoT and healthcare technologies to assisted healthcare, age homes and self-care homes.  The
Company is seeking opportunities to invest in IoT technologies locally in Asia, and then bring these technologies to other markets
such as in Australia that could benefit from first mover advantage.  Financial
Research  In December 2020, the Company entered into an agreement to invest up to US$1.2 million for up to 60% in Greifenberg Capital Limited ("Greifenberg"),
a Hong Kong company specialized in the development and sale of risk analytics for Chinese and East Asian credit markets.  Greifenberg
Business  The
Greifenberg Business is the development of risk analytics for emerging fixed-income markets, with an initial focus on China, and eventual
coverage of all the major emerging markets. Risk analytics will be a catalyst to accessible and investible one.  China's
bond market is the world's second largest with a market capitalization of about US$15 trillion.  ●This
                                            includes US$3.7 trillion of non-financial corporate bonds and US$2.1 trillion of financial
                                            bonds.  ●Foreign
                                            ownership of Chinese bonds nearly doubled during 2017 and 2018 and is likely to increase
                                            more rapidly.  ●2,307
                                            institutional investors were registered for direct trading in Chinese bonds through Bond
                                            Connect as of November 2020, and 612 institutional investors now are trading in the interbank
                                            bond market.  Although
China's bond market is smaller than the one in the US, real interest rates for government bonds(the difference between the nominal yield and
the rate of change of consumer prices) are positive in China and negative in the US, Europe and Japan, and the aggregate yield offered
in China's fixed income is greater than that of the US bond market. China's credit market should be a magnet for global investors, but
foreign participation is discouraged by two related problems, namely inadequate resources for credit ratings and risk analysis, and poor
secondary market liquidity.  The
International Capital Markets Association found in a January 2020 survey: "Interviewees complain of very little transparency and
price visibility in the secondary credit markets, making it difficult to know where to go to find prices. They report that many Tier
1 banks limit their market-making capacity in credit to perhaps only the 20-or-so most liquid issues, with a skew towards financials.
Meanwhile, less liquid issues, in particular NFCs, tend to be traded by the Tier 2 or Tier 3 banks and securities houses, and even then,
interviewees note that this tends to be more in a broking capacity than as a true market-maker."  Lack
of transparency and liquidity have discouraged domestic as well as foreign participation in what should be one of the world's most attractive
markets.  ●Only
                                            one US exchange-traded fund invests in Chinese high-yield bonds, the Kraneshares CCBS China
                                            Corporate High Yield ETF, and its net assets are only $7.84 million. The Kraneshares fund
                                            subsequently switched to an Asia Pacific High Yield Fund.  ●Uncertainty
                                            rather than performance is the main barrier to investor sponsorship of China's credit market. 35
 Table of Contents
 Two
Chinese Credit Markets  China's
credit market in fact is split into two markets, as the histogram below illustrates.  ●There
                                            are two universes of credit, one (on the left of the chart) composed of bonds of quasi-governmental
                                            entities and policy banks, with an average yield of about 4%, and another (on the right of
                                            the chart) composed of corporate issuers with an average yield of about 7%.  ●Illiquidity
                                            and lack of transparency characterize the right side of the distribution.  Yield Distribution of Electronically Priced RMB Bonds  Huarong
Asset Management and Property Issuers Show Need for Risk Analytics  Recent
volatility in the price of bonds issued by Huarong Asset Management, the legacy portfolio of the Industrial and Commercial Bank of China's
distressed assets, illustrates the problem. The job of distressed asset managers is to either liquidate or recapitalize troubled companies
and raise salvageable businesses out of distress. If investors do not have the tools to assess the risk of high-yield companies, they
will stay clear of distressed companies. The state-sponsored distressed managers remain a dead weight on the market. In late 2021, several
of China's leading property companies, the largest group of issuers in the high-yield market, became distressed. Bondholders suffered
severe losses. In these and other cases, the credit quality of issuers was not adequately captured by Chinese and international rating
agencies. Risk analytics that embody advanced technology can substantially improve risk assessment and increase participation in China's
high-yield market.  China
is eager to improve credit market liquidity.  ●In
                                            April 2021, China's securities regulator announced that high-yield corporate bonds could
                                            be pledged as collateral in the interbank repurchase-agreement market, an incentive to improve
                                            liquidity. The absence of reliable risk measurement, though, remains a crucial barrier to
                                            improved market liquidity.  ●In
                                            January 2020 China's largest rating agency, China Chengxin International Credit Rating Co.,
                                            was suspended for three months after a state-owned utility, Yongcheng Coal, defaulted on
                                            a short-term RMB 1 billion bond issue shortly after the agency assigned the bond a top AAA
                                            rating. China's National Development and Reform Commission had ranked the suspended firm
                                            as the best among the country's credit rating agencies, and it was the largest provider of
                                            ratings during the third quarter of 2020. 36
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 Risk
Measurement is the Key to Unlocking the Value of Chinese Credit  The
key to unlocking the underlying value of China's corporate bond market is risk measurement. That is not a uniquely Chinese problem.  As
recently as the early 1980's, what was then the largest fixed income market in the world, the market for US home mortgage lending, was
entirely illiquid. Mortgages were held as long-term portfolio investments by more than 11,000 savings institutions who lacked the capital
markets access and capacity to manage interest rate risk. The sharp rise in US interest rates during the early 1980s made almost all
the savings institutions insolvent.  ●By
                                            the late 1980s, US mortgages had become one of the world's most liquid fixed-income markets
                                            with broad global participation, due to 1981 legislation that created mortgage-backed securities
                                            and gave rise to a liquid secondary market in home mortgages.  ●Mortgage
                                            cash flows are complex, and the advent of Option-Adjusted Spread models made available through
                                            financial institutions gave investors a standard gauge of risk compensation across a wide
                                            variety of securities.  ●The
                                            profit opportunity for the financial sector made fixed income the main source of brokerage
                                            industry revenues for the next two decades.  During
the early 2000s, modelling of corporate bond default risk created a multi-trillion-dollar market in structured credit products, including
Collateralized Debt Obligations (CDOs).  ●As
                                            in the earlier case of mortgage-backed securities, quantitative risk models made possible
                                            the distribution of the cash flows of pools of corporate obligations to different investors
                                            with different risk tolerances and income requirements.  ●Issuance
                                            of CDOs globally rose from US$65 billion in 2000 to US$431 billion in 2006.  China's
Opportunity is One of the Biggest in Market History  China's
credit market presents an opportunity as great or greater than mortgage-backed securities and structured credit in the United States.  Greifenberg
Digital's principals were pioneers in the development of fixed-income risk models in the United States and Europe, and participants in
the revolution in risk analytics that built the modern securities industries. We now apply that experience to China's credit market,
with specifically Chinese characteristics.  Greifenberg
has built a suite of risk analytics combining the credit risk methods, including:  1)Proprietary
                                            analytics for corporate financials;  2)Contingent
                                            Claims Analysis of distance-to-default;  3)Artificial-Intelligence
                                            based fraud detection;  4)Natural
                                            Language Processing of news and social media comments on issuers;  5)Spread
                                            decomposition into credit risk and liquidity premia; and  6)AI-driven
                                            matrix pricing to estimate fair value prices for illiquid bonds.  Greifenberg
employs machine learning to determine a best estimate of corporate bond risk.  Greifenberg
Risk Analytics give market participants the most advanced available tools for trading and portfolio management of Chinese corporate bonds.
They will assist:  1)the
                                            trading and sales businesses of broker-dealers,  2)the
                                            distribution business of private client services and exchange-traded funds, and  3)the
                                            portfolio management business of asset managers.  Greifenberg's
mission is to set a standard for risk analytics as a catalyst for a thriving, liquid, and globally-sponsored Chinese credit market. 37
 Table of Contents
 The
same methods can be applied to credit markets outside of China.  Market
and Competitive Landscape  The
market for credit risk analysis in China is in early stages of development. There is presently no competitor who offers a credit risk
management system comparable to Greifenberg's.  China's
ratings agencies have poor credibility. Earlier this year China's largest rating agency, China Chengxin International Credit Rating Co.,
was suspended for three months after a state-owned utility, Yongcheng Coal, defaulted on a short-term RMB 1 billion bond issue shortly
after the agency assigned the bond a top AAA rating. That leaves a vacuum which no other firm has filled.  The
application of Artificial Intelligence to "Big Data" sets is frequently cited in advertising by credit firms, but the credibility
of such systems remains low. According to reports in Chinese business media, the decision of Chinese regulators to postpone the planned
IPO of Ant Financial in November 2020 reflected in part lack of confidence in the company's credit risk management systems, which were
widely believed to represent the state of the art.  What
distinguishes Greifenberg's approach is the simultaneous use of several risk filters and a machine-learning overlay that weights the
relevance of each risk filters by its actual predictive value in anticipating credit events. Several prospective competitors offer one
of the risk filters employed by Greifenberg, but Greifenberg is unique in employing all of them. These include:  1)Natural
                                            Language Processing ("dynamic ontology") of news and social media as well as government
                                            publications;  2)Contingent
                                            Claims Analysis (based on options theory and observed equity price movements and balance
                                            sheet structure);  3)Analysis
                                            of reported corporate information;  4)Fraud
                                            detection (based on Artificial Intelligence analysis of the whole credit universe); and  5)Corporate
                                            governance analysis ("ecosystem" scoring).  The
American ratings agency Standard and Poor's has developed a National Language Processing "sentiment index" based on published
comments on corporate bond issuers (the "S&P system"). The S&P system appears to lacks the capacity to track regulatory risk, an important factor in
China's bond market. CB Insights provides Natural Language Processing but concentrates on "venture capital, start-ups, patents,
and partnerships" rather than on credit.  None
of our prospective competitors now combines Contingent Claims Analysis with machine-learning enhancement of financial statement analysis
along the lines of Greifenberg's "meta-model."  Several
competitors perform analysis of reported corporate information. This is limited by the quality of available data. There are numerous
companies providing financial data but their impact is limited by data quality.  We
believe the one prospective competitor with capabilities closest to Greifenberg is China Securities Credit Investment (CSCI), in
association with Oliver Wyman. However, CSCI is also limited by several factors, most importantly its association with Pengyuan, one
of China's oldest credit rating systems. Existing ratings agencies have not performed well during the default wave of the past year,
and Pengyuan was fined by the People's Bank of China in January 2021 for operating without a proper license and failing to file
timely updates. According to the Business Information Industry Association, regulators in doing so were "delivering a severe
reprimand to the financial data industry."  The
poor performance of China's credit rating agencies provides a unique opportunity for Greifenberg's approach. The problems of China's
existing fintech sector indicate that Greifenberg faces little hurdles to market entry.  The
biggest business we face is that a large competitor might seek to reproduce our system and market it in competition with Greifenberg.
That could work to our advantage as well as disadvantage, provided that we conduct a rapid and effective branding exercise. 38
 Table of Contents
 NFT
Trading Marketplace  We
have set up our NFT online trading presence named Ouction at www.ouction.io. This platform is an interactive experiencing solution
designed with dynamic image cryptographic verification technology which will serve as a bridge for O2O (Online to Offline)
transaction. This will enable the Ouction platform to not only verify virtual (digital) asset transactions, but also provide
encryption and Blockchain notarized digital certificates of physical assets for a fairer and more credible platform trading
experience to e-commerce companies and their users.  We
are now working on our marketing and promotional plans to attract more users to our Ouction platform. The Ouction platform will
focus on art and pop culture in Asia.  Halal
Certification and Products  We
will be developing the business of halal product and services through our subsidiary World Integrated Supply Ecosystem Sdn. Bhd.
("WISE") based in Malaysia. WISE's long-term strategy is to build a global supply chain for halal products on a secure
digital marketplace for growers, producers and traders. WISE will focus on its business of the provision of halal certification to
qualified businesses/operations, the establishment halal products supply chain, and sale of Halal products. Currently due to the
COVID-19 pandemic and the quarantine and restriction on travel in Malaysia, Hong Kong and China, we are not able to implement the
halal certification in the target markets of Southeast Asia and China. The demand for halal certification by food manufacturers and
producers in Asia has been very strong. However, with the pandemic, we expect to launch this segment of our business in the second
half of 2022 when we expect the travel and quarantine restrictions to be lifted.  In
April 2022, the Company signed a distribution agreement with a Paris, France based distributor to distribute our halal products. We have
placed our initial order of products and we expect the products to arrive by the end of Q2 2022 and sales to start in Q3 2022. This is
our first foray into the European market, and we expect it to expand to Germany, Italy and United Kingdom in the next 12 months.  Currently
we are only distributing halal food products, but we expect to expand our product line as we develop our sourcing and distribution network.
We will seek to work with manufacturers / producers in Asia and the Middle East to bring halal products to the European markets. We will
also seek to sign up distributors and halal suppliers in North America to further expand our halal network. 39
 Table of Contents
 Future
Developments  The
focus of the Group is to continue to develop its businesses in switchable glass, nano-coated plate filters, IoT products, halal certification
process and sale of halal products, operating a digital asset marketplace platform, and financial research. We have experienced significant
losses in the past 3 years and the Group needs to build a more diversified business and revenue base. The initiatives in 2021 to curtail
operating costs and to start new revenue stream outlined above is a move toward bringing positive results.  Due
to recent losses incurred in operations as a result of the pandemic and in order to reduce the overhead expenses of the Group, in December
2021 we stopped selling 3D display products. This will enable the Group to rationalize its operation and overhead costs, and focus on
developing other businesses.  The
future business plans depend on adequate capital being available to the Group. The Company will be reviewing potential acquisitions and
or strategic partnerships /co-operations that can add value to the Group. Management will also seek synergistic acquisitions to build
revenue and bring in resources to complement and to supplement our internal capabilities to become a well-managed and fast-growing technology
company.  Market
and Industry Analysis  Nano-coated
plate filter The
nano-coated plate air filters is expected to be a popular product during a pandemic where consumers are weary of the pollutants in
the air. Thus, a product that can filter particles in the air will stimulate interest in the healthcare industries.  Switchable
glass The
market for switchable glass in China, Hong Kong and USA is expected to grow as the roll out for more smart buildings. The switchable
glass will reduce costs for building owners by reducing the amount of heat and glare in buildings. Consequently, buildings will require
less energy to cool its interiors and the carbon footprint.  Sourcing
and Manufacturing  For
certain products such as halal or IoT products, we will source manufacturer to supply us the products for sale. However, for nano-coated
plates and lamination of switchable glass, we will manufacture these products for sale.  Marketing,
Distribution and Sales  We
plan to build our own brands for our air purifier, halal and switchable glass products when we launch our products to market.  Sources
and Availability of Raw Materials and Principal Suppliers  Other
than our lamination line for switchable glass, our source and availability of raw materials is not dependent on a principal supplier.
For the lamination operation we are reliant on our film manufacturer to supply film to be used in the lamination process. To mitigate
the situation, we will place sufficient order of this raw materials so that we are not delayed in our manufacturing process.  Inventory,
Operating Capital and Seasonality  Our
inventory levels are expected to be modest relative to our sales. Our policy is to manufacture to order. Thus, we do not expect to keep
much inventory other than key components, unless under extraneous circumstances such as material shortage i.e. chip shortages or expected
prolonged manufacturing interruption i.e. labor strike.  We
will monitor our operating capital to meet our obligations as they come due. We monitor our operating budgets in view of our operating
cash flow requirements.  We
do not expect any seasonality to our business other than normally expected in the consumer electronics business where there is a
general let down in the first quarter of each year after the Christmas season.  Dependence
on Major Customers  In
2021, we had limited sales. Our strategy going forward is to appoint distributors to sell our products and services, and we will maintain
a small sales and marketing team in order to keep our operating costs low. The distributors will have their own major customers, but
consider as a whole, we are not dependent on only a few specific customers in order to derive sales as we build up our distributor network
and customer base.  Research
and Developments  We
will rely on our partners and or third parties on development of new technologies in nano-coated plates and lamination lines for switchable
glass. 40
 Table of Contents
 Intellectual
Property  We
rely on unpatented trade secrets, know-how and other non-confidential information as well as our proprietary technological innovation
and expertise that are protected in part by confidentiality and invention assignment agreements with our employees, advisors, consultants
and associates.  Patent
matters in electronics industry are highly uncertain and involve complex legal and factual questions. The availability and breadth of
claims allowed in electronics patents cannot be predicted. Statutory differences in patentable subject matter may limit the protection
the Company can obtain on some or all of its licensed inventions or prevent us from obtaining patent protection either of which could
harm our business, financial condition and results of operations. Since patent applications are not published until at least 18 months
from their first filing date and the publication of discoveries in the scientific literature often lags behind actual discoveries, we
cannot be certain that we, or any of our licensors, were the first creator of inventions covered by pending patent applications, or that
we or our licensors, were the first to file patent applications for such inventions. Additionally, the grant and enforceability of a
patent is dependent on a number of factors that may vary between jurisdictions. These factors may include the novelty of the invention,
the requirement that the invention not be obvious in the light of prior art (including prior use or publication of the invention), the
utility of the invention, and the extent to which the patent clearly describes the best method of working the invention. In short, this
means that claims granted in various territories may vary and thereby influence commercial outcomes.  While
we intend to seek patent protection for our products and technologies, we cannot be certain that any of the pending or future patent
applications filed by the Company, or licensed to us, will be approved, or that IMTE will develop additional proprietary products or
processes that are patentable or that we will be able to license any other patentable products or processes. IMTE cannot be certain that
others will not independently develop similar products or processes, duplicate any of the products or processes developed or being developed
by the Company or licensed to us, or design around the patents owned or licensed by us, or that any patents owned or licensed by us will
provide us with competitive advantages.  Furthermore,
we cannot be certain that patents held by third parties will not prevent the commercialization of products incorporating the technology
developed by us or licensed to us, or that third parties will not challenge or seek to narrow, invalidate or circumvent any of the issued,
pending or future patents owned or licensed by us.  Our
commercial success will also depend, in part, on our ability to avoid infringement of patents issued to others. If a court determines
that we were infringing any third-party patents, we could be required to pay damages, alter our products or processes, obtain licenses
or cease certain activities. We cannot be certain that the licenses required under patents held by third parties would be made available
on terms acceptable to us or at all. To the extent that we are unable to obtain such licenses, we could be foreclosed from the development,
export, manufacture or commercialization of the product requiring such license or encounter delays in product introductions while we
attempt to design around such patents, and any of these circumstances could have a material adverse effect on our business, financial
condition and results of operations. We may have to resort to litigation to enforce any patents issued or licensed to us or to determine
the scope and validity of third-party proprietary rights. Such litigation could result in substantial costs and diversion of effort by
us. We may have to participate in opposition proceedings before the relevant patent office, or in interference proceedings declared by
the United States Patent and Trademark Office, to determine the priority of invention for patent applications filed by competitors. Any
such litigation interference or opposition proceeding, regardless of outcome, could be expensive and time consuming, and adverse determinations
in any such proceedings could prevent us from developing, manufacturing or commercializing our products and could have a material adverse
effect on our business, financial condition and results of operations. 41
 Table of Contents
 Material
Contracts Related to Intellectual Property and Commercialization Rights  None.  Government
Regulations  The
market for our lamination glass, nano-coated plate filter product and halal products are affected by a wide range of U.S. and international
regulations, including regulations related to taxation and import-export controls, which could negatively impact the market for these
products we sell or decrease potential profits to the Company. Pursuant to the Tariff Act of 1930, as amended, the Trade Act of 1974
and regulations promulgated there under, the United States government charges tariff duties, excess charges, assessments and penalties
on many imports. These regulations are subject to continuous change and revision by government agencies and by action of the United States
Trade Representative and may have the effect of increasing the cost of goods purchased by the Company or limiting quantities of goods
available to the Company from our overseas suppliers. As some of our products are sold in China, we will need to follow the Regulations
of the People's Republic of China on Import and Export Duties which are amended from time to time and may have the effect of increasing
the costs of goods sold by the Company into China.  Costs
and Effects of Compliance with Environmental Laws; Environmental Matters  We
are not aware of any material costs or impacts on our business related to compliance with federal, state or local environmental laws
regarding the products we intend to market and sell.  Insurance  We
do not carry any kind of product liability or other business insurance.  Legal
and Administrative Proceedings  We
are not part to any material legal or administrative proceedings, and we are not aware of any threatened material legal or administrative
proceedings against us. 42
 Table of Contents
 C.       Organizational
Structure  During
the year and as at December 31, 2021, we have the following subsidiaries and their corporate details and business activities are listed
below: Subsidiary
    Name
    Place
    of Incorporation
    %
    held
    Business
    scopeBinario
    Ltd*
    British
    Virgin Islands
    100%
    Direct
    Investment
    holding companyCIMC
    Marketing Pty Ltd
    Australia
    100%
    Direct
    Management
    services, and investment holdingColour
    Investment Limited*
    Hong
    Kong
    100%
    Direct
    Investment
    holding companyCystar
    International Ltd*
    Hong
    Kong
    100%
    Indirect
    Sale
    of software and provision of consultancy servicesCystar
    International (Shenzhen) Limited *
    China
    100%
    Indirect
    DormantDigital
    Media Technology Ltd*
    Labuan,
    Malaysia
    100%
    Indirect
    DormantGOXD
    International Limited *
    Hong
    Kong
    80%
    Indirect
    Distribution
    of digital picture frameGrand
    Dynasty Limited #
    Hong
    Kong
    100%
    Direct
    Investment
    holding companyGrand
    Dynasty (Zhenjiang) Co., Limited #
    China
    100%
    Indirect
    DormantGreifenberg
    Digital Limited #
    Canada
    40.75%
    Direct
    Investment
    holding companyGreifenberg
    Capital Limited
    Hong
    Kong
    40.75%
    Indirect
    Administrative
    servicesGreifenberg
    Analytics Limited #
    Canada
    40.75%
    Indirect
    Online
    analytic financial research servicesIMTE
                                            Limited
    (Formerly
    known as Great Gold Investment Limited)
    Hong
    Kong
    100%
    Direct
    Treasury
    and administrative servicesItana
    Holdings Limited #
    Canada
    100%
    Direct
    Investment
    holding companyIMTE
    Asia Limited #
    Hong
    Kong
    100%
    Direct
    Administrative
    serviceRenfrew
    International Limited #
    U.S.A.
    100%
    Direct
    Lamination
    production in United StatesLonsdale
    International Limited #
    U.S.A.
    100%
    Direct
    Development
    in filterSmartglass
    Limited
    Hong
    Kong
    100%
    Direct
    Sales
    of distribution of switchable glass and consultancy servicesSmart
                                            (Zhenjiang) Intelligent Technology Limited
    (Formerly
    known as Smart (Shenzhen) Technology Limited)
    China
    100%
    Indirect
    Marketing
    and distributionSunup
    Holdings Limited
    Hong
    Kong
    51%
    Direct
    Manufacturing
    of filter platesSunup
    Korea Limited
    Hong
    Kong
    51%
    Indirect
    Sales
    of filter plates and air filter products  *
Disposed during the year. #
Established during the year 43
 Table of Contents
 D.       Property,
Plant and Equipment  As
of December 31 2021, the Company has its registered office in Adelaide, Australia and its principal and main operating office located
in Hong Kong, an administration office in Shenzhen, China and a factory located in Zhenjiang, China. In Australia in 2021, the
Company rented a 100 square feet office and 2 car parks on a month to month basis at a total cost of A$1,800 per month.  In
January 2020, a subsidiary of the Group  entered into a two years lease agreement to lease a 2,800 square feet principal
office in Hong Kong at a monthly rent of approximately A$14,300.  In
July 2021, the Company rented a 10,000 square meter factory in Zhenjang Jiangsu Province, in China, on a five-year lease at approximately
A$39,115 per month until July 2026.  In
November 2021, the Company rented a 1,500 square feet administration office in Shenzhen, Guangdong Province, China, on a six-month lease
at approximately A$1,688 per month until May 2022.  Our
plant and equipment recorded in our consolidated financial statements as at December 31, 2021 consists of A$6,441,734 for office furniture
and equipment. We are not aware of any environmental impact on the use of these equipment. ITEM
                          4A.UNRESOLVED
                                            STAFF COMMENTS  None.  ITEM
                          5.OPERATING
                                            AND FINANCIAL REVIEW AND PROSPECTS  The
following discussion and analysis of the financial condition and results of operations of IMTE should be read in conjunction with the
audited consolidated financial statements as at and for the fiscal year ended December 31, 2021, as at and for the year ended December
31, 2020, and for the year ended December 31, 2019, together with the notes thereto included elsewhere in this Annual Report. The financial
information contained in this Annual Report is derived from the financial statements, which were prepared in accordance with IFRS.  A.       Operating
Results  IMTE
is an Australian company and in 2021 was engaged in the business of glasses-free 3D (also known as autostereoscopic 3D) display, the
manufacture and sale of nano coated plates for filters, the sale of electronic glass and financial research.  For
a description of the milestones that we have achieved since inception and through to the date of this report, see "Item 4. Information
on the Company - A. History and Development of the Company." 44
 Table of Contents
 Overview  For
the past few years, we were an early stage company in the development of 3D products and services. We have incurred net losses since
inception with an exception in 2017 when we recorded a profit mainly through the sale of our autostereoscopic 3D display, 3D conversion
equipment and software. In 2019 and 2020, the Group recorded significant losses of A$16,700,199 and A$10,543,658 respectively. In order
to curtail the losses in the COVID-19 pandemic, in May 2020 the Group restructured its operation by disposing its R&D and test manufacturing
operation for 3D autostereoscopic products, and focused only on the marketing and sales of these 3D products to reduce our administrative
and operating costs. Later in 2020 the Company started new businesses in nano-coated plate filter products and switchable glass to provide
a broader revenue base in the coming years.  In
2021, the pandemic continued to affect the development of our nano-coated plate filter and switchable glass operation. The quarantine
and restriction on travel and constant re-start / stop of the economy caused delays in these two businesses. In addition, in late 2021
with no indication of the end of the pandemic, we disposed the marketing and sales of 3D autostereoscopic products and services operation
to contain our costs.  Going
forward in 2022, the pandemic continues to factor in our business and present challenges for us to grow our business and sales in 2022.
To widen our revenue base, in January 2022 the Company announced entering into two other businesses namely: (i) the provision of certification
halal products and processes, and the sale of halal products and (ii) the setting up of a marketplace (Ouction) for trading in digital
assets.  For
the past two years, we have funded our operations primarily through the sale of equity securities in the Company and its subsidiaries,
advances from shareholder, issuances of convertible notes and from operation cashflows. For details of the business overview, see "Item
4. Information on the Company - B. Business Overview."  Recent
Acquisitions  See
"Item 4. Information on the Company - A. History and Development of the Company." 45
 Table of Contents
 Results
of Operations  The
following table sets forth our condensed consolidated statements of operations by amount and as a percentage of our total operating revenues
for the periods indicated:  For
    the years ended December 31,2021
    
    2020
    
    2019Amount
    A$
    
    % of NetRevenues
    
    Amount
    A$
    
    % of NetRevenues
    
    Amount
    A$
    
    % of NetRevenuesRevenues:Products
    
    193,113
    
    100.0
    
    1,659,916
    
    95
    
    1,165,607
    
    91.4Services
    
    -
    
    -
    
    84,713
    
    5
    
    109,818
    
    8.6Total
    operating revenues
    
    193,113
    
    100.0
    
    1,744,629
    
    100.0
    
    1,275,425
    
    100ExpensesCost
    of sales
    
    149,447
    
    77.4
    
    1,311,566
    
    74.2
    
    1,008,821
    
    76.2Employee
    benefit expenses
    
    1,613,922
    
    835.7
    
    2,212,643
    
    126.8
    
    4,034,378
    
    304.6Depreciation
    and amortization expenses
    
    1,326,811
    
    687.1
    
    2,078,762
    
    119.2
    
    3,174,784
    
    239.7Professional
    and consulting expenses
    
    2,376,038
    
    1,230.4
    
    1,373,907
    
    78.7
    
    2,019,970
    
    158.4(Gain)/
    loss on disposal of subsidiaries
    
    (1,998,269)
    
    (1,034.8)
    
    28,990
    
    2.3
    
    -
    
    -Travel
    and accommodation expenses
    
    91,385
    
    47.3
    
    40,895
    
    2.3
    
    281,895
    
    22.1Other
    operating expenses
    
    730,661
    
    378.3
    
    2,082,867
    
    119.3
    
    2,341,672
    
    183.6Provision
    for impairment loss for goodwill
    
    -
    
    -
    
    -
    
    -
    
    4,486,301
    
    351.8Provision
                                            for impairment loss for intangible
    assets
    
    -
    
    -
    
    3,459,340
    
    198.2
    
    -
    
    -Financial
    costs
    
    2,000,952
    
    1,036.2
    
    2,100,272
    
    120.4
    
    1,561,625
    
    122.4Total
    expenses
    
    6,290,947
    
    3,257.7
    
    14,689,242
    
    841.9
    
    18,909,446
    
    1,482.6Operating
    loss before income tax
    
    (6,097,834)
    
    (3,157.7)
    
    (12,944,613)
    
    (741.9)
    
    (17,634,021)
    
    (1,382.6)Non-operating
    incomeInterest
    income
    
    18,864
    
    9.8
    
    6,197
    
    0.4
    
    115,762
    
    9.1(Loss)/Gain
    on disposal of financial assets at fair value through profit or loss
    
    (842,463)
    
    (436.3)
    
    2,312,197
    
    132.5
    
    127,551
    
    10.0Other
    income
    
    335,807
    
    173.9
    
    82,561
    
    4.7
    
    807,831
    
    63.3Net
    loss before income taxes
    
    (6,585,626)
    
    (3,410.2)
    
    (10,543,658)
    
    (604.3)
    
    (16,582,877)
    
    (1,300.2)Income
    tax credit / (expense)
    
    -
    
    -
    
    -
    
    -
    
    (117,322)
    
    9.2Net
    loss
    
    (6,585,626)
    
    (3,410.2)
    
    (10,543,658)
    
    (604.3)
    
    (16,700,199)
    
    (1,309.4) 46
 Table of Contents
 Comparison
of Year Ended December 31, 2021 to Year Ended December 31, 2020  Revenue  The
following table sets forth revenues by sources and the percentage of our total operating revenues for the period indicated:  For
    the years ended December 31,2021
    
    2020AmountA$
    
    % ofTotalRevenues
    
    AmountA$
    
    % ofTotalRevenuesProductsDisplays
    3,980
    
    2.1
    
    1,059,347
    
    60.7Tablets
    and mobiles
    -
    
    -
    
    283,097
    
    16.2Air-filter
    products
    189,133
    
    97.9
    
    317,472
    
    18.2Sub-total
    193,113
    
    100
    
    1,659,916
    
    95.1ServicesConversion
    services
    -
    
    -
    
    79,938
    
    4.6Other
    services
    -
    
    -
    
    4,775
    
    0.3Sub-total
    -
    
    -
    
    84,713
    
    4.9Total
    operating revenues
    193,113
    
    100.0
    
    1,744,629
    
    100.00  Revenues.The revenue from operating activities for the year ended December 31, 2021 was A$193,113 as compared to the prior year of A$1,744,629,
a decrease of A$1,551,516 or 88.93% from the prior year. The revenue for the year ended December 31, 2021 was mainly from the sale of
nano-coated plate filter products. The sales decline as compare to the prior year was mainly due to the decline of the sale of display
products in 2021 as a result of COVID-19. In 2022, we will continue to put more emphasis on sales of nano-coated plate filter products; but we also expect to
receive revenue from switchable glass products, sale of halal products and fees from the digital assets marketplace.  Cost
of Sales. The following table sets forth cost of sales by sources of revenues by amount and as a percentage of net revenues for
the years indicated:  Years
    ended December 31,2021
    
    2020AmountA$
    
    %
    of NetRevenues
    
    AmountA$
    
    %
    of NetRevenuesProducts
    149,447
    
    77.4
    
    1,293,425
    
    74.1Services
    -
    
    -
    
    18,141
    
    1.0Total
    cost of sales
    149,447
    
    77.4
    
    1,311,566
    
    75.1  Cost
of sales decreased by 89% to A$149,447 in 2021 from A$1,311,566 in 2020, which was primarily due to the corresponding decrease in sales
as compared with the year in 2020.  Gross
Profit and Gross Margin. Gross profit decreased by 90% from A$433,063 in 2020 to A$43,666 in 2021. The gross margin decreased
from 24.82% in 2020 to 22.6% in 2021.  Loss
on fair value change in derivate financial instruments.  For
the year ended December 31, 2021, the fair value change of derivative financial instrument relating to convertible promissory notes were
a loss of A$842,463 as compared to a gain of A$2,312,197 in the prior year. 47
 Table of Contents
 Other
income  Other
income was mainly the underwriting fee received from our investment in Oakridge International Limited (formerly known as Xped Limited),
a company listed on the ASX.  Expenses  The
operating expenses for the year ended December 31, 2021 was A$6,290,947 as compared to the prior year of A$14,689,242 a decrease of A$8,398,295
or 57.17% from the prior year. The decrease in total operating expenses was mainly attributable to the following:  -A
                                            decrease of A$598,721 in employee benefit expenses from A$2,212,643 in 2020 to A$1,613,922
                                            in 2021, which was primarily due to decreased in number of staffs in 2021 as a result of
                                            the group restructuring;  -A
                                            net decrease of A$751,951 in depreciation and amortization expenses from A$2,078,762 in 2020
                                            to A$1,326,811 in 2021 as the result of (i) the group restructuring in the prior year when
                                            it disposed of its R&D and test manufacturing operations and (ii) the increase in depreciation
                                            expenses in nano-filter equipment;  -An
                                            increase of A$1,002,131 in professional and consulting expenses from A$1,373,907 in 2020
                                            to A$2,376,038 in 2021 resulting from the increase in legal and professional fees relating
                                            to increase in corporate activities in 2021 and the increase in consulting services for financial
                                            research business unit and consulting services for our executives;  -A
                                            decrease of A$1,352,206 in other operating expenses from A$2,082,867 in 2020 to A$730,661
                                            in 2021 which was mainly attributable to write-off of development costs and bad debt expenses
                                            in the prior year;  -A
                                            decrease of A$99,320 in finance costs from A$2,100,272 in 2020 to A$2,000,952 in 2021 which
                                            was mainly attributable to a decrease in  interest  for convertible
                                             bonds in prior year.  -No
                                            impairment loss for intangible assets in 2021, while in 2020 an impairment loss of A$3,459,340
                                            was recorded for intangible assets.  Income
tax  No
income tax expenses were recognized during the year ended December 31, 2021.  Net
Profit (Loss)  We
recorded a net loss of A$6,585,626 for the year ended December 31, 2021 as compared to a net loss of A$10,543,658 recorded for the year
ended December 31, 2020. 48
 Table of Contents
 Comparison
of Year Ended December 31, 2020 to Year Ended December 31, 2019  Revenue The
following table sets forth revenues by sources and the percentage of our total operating revenues for the period indicated:  For
    the years ended December 31,2020
    
    2019AmountA$
    
    % ofTotalRevenues
    
    AmountA$
    
    % ofTotalRevenuesProductsDisplays
    1,059,347
    
    60.7
    
    1,164,103
    
    91.3Tablets
    and mobiles
    283,097
    
    16.2
    
    -
    
    -Software
    -
    
    -
    
    1,504
    
    0.1Nano-coat
    plated filter products
    317,472
    
    18.2
    
    -
    
    -Sub-total
    1,659,916
    
    95.1
    
    1,165,607
    
    91.40ServicesConversion
    services
    79,938
    
    4.6
    
    16,686
    
    1.30Other
    services
    4,775
    
    0.3
    
    93,132
    
    7.30Consulting
    services income
    -
    
    -
    
    -
    
    -Sub-total
    84,713
    
    4.9
    
    109,818
    
    8.60Total
    operating revenues
    1,744,629
    
    100.00
    
    1,275,425
    
    100.00 Revenues.The revenue from operating activities for the year ended December 31, 2020 was A$1,744,629 as compared to the prior year of A$1,275,425,
an increase of A$469,204 or 37% from the prior year. The revenue for the year ended December 31, 2020 consists of the sales and distribution
of 3D autostereoscopic products, 2D tablets and nano-coated plate filter products. Cost
of Sales. The following table sets forth cost of sales by sources of revenues by amount and as a percentage of net revenues for
the periods indicated:  Years
    ended December 31,2020
    
    2019AmountA$
    
    %
    of NetRevenues
    
    AmountA$
    
    %
    of NetRevenuesProducts
    1,293,425
    
    74.1
    
    962,799
    
    75.0Services
    18,141
    
    1.0
    
    46,022
    
    4.0Total
    cost of sales
    1,311,566
    
    75.1
    
    1,008,821
    
    79.0  Cost
of sales increased by 30% to A$1,311,566 in 2020 from A$1,008,821 in 2019, which primarily due to the change in product mix of the Group
with 2D tablets being sold in current year, bringing more costs of sales than that of the products sold in the prior year. Gross
Profit and Gross Margin. Gross profit increased by 62% from A$266,604 in 2019 to A$433,063 in 2020. Our gross margin significantly
increased from 21% in 2019 to 25% in 2020, primarily due to the change in product mix of the Group with nano-coated plated filter products
being sold with comparatively higher profit margin than that of the products sold in the prior year.  Gain
on disposal of financial assets at fair value through profit and loss.  The
amount of derivative financial instrument issued that is recognized as income is A$2,312,197.  Provision
for impairment loss of intangible assets and goodwill.  It
represents the impairment loss of intangible assets of A$3,459,340 in 2020. 49
 Table of Contents
 Other
income  It
represented primarily the government subsidy in respect of our technology development projects received for the years ended December
31, 2020 and 2019. The decrease in 2020 was the result of the Company disposing the research and development operation which decreased
the government subsidies.  Expenses  The
operating expenses for the year ended December 31, 2020 was A$14,689,242 as compared to the prior year of A$18,909,446 a decrease of
A$4,220,204 or 22.32% from the prior year. The decrease in total operating expenses was mainly attributable to the following:  -A
                                            decrease of A$4,486,301 in the provision for impairment loss of goodwill, as it was fully
                                            impaired in 2019;  -A
                                            decrease of A$1,821,735 in employee benefit expenses from A$4,034,378 in 2019 to A$2,212,643
                                            in 2020, which was primarily due to group restructuring and decreases in number of staffs
                                            in 2020;  -A
                                            decrease of A$1,096,022 in depreciation and amortization expenses from A$3,174,784 in 2019
                                            to A$2,078,762 in 2020 as the result of the group restructuring in 2020 when it disposed
                                            of its R&D and test manufacturing operations;  -A
                                            decrease of A$646,063 in professional and consulting expenses from A$2,019,970 in 2019 to
                                            A$1,373,907 in 2020 resulting from the decrease in legal and professional fees for certain
                                            corporate activities during the respective years;  -A
                                            decrease of A$258,805 in other operating expenses from A$2,341,672 in 2019 to A$2,082,867
                                            in 2020 resulted from the group restructuring 2020 when it disposed of its R&D and test
                                            manufacturing in 3D autostereoscopic operations; and a decrease in rental from A$637,321
                                            to A$126,382 as a result of the aforementioned group restructuring; and  -A
                                            increase of A$538,647 in finance costs from A$1,561,625 in 2019 to A$2,100,272 in 2020 was
                                            mainly attributable to a decrease in the convertible bonds interest of A$1,316,702 in 2019,
                                            which was fully repaid in January 2020, but imputed financial interest expenses for convertible
                                            promissory note during the year.  Income
tax  No
income tax expenses were recognized during the year ended December 31, 2020.  Net
Profit (Loss)  We
recorded a net loss of A$10,543,658 for the year ended December 31, 2020 as compared to a net loss of A$16,700,199 recorded for the year
ended December 31, 2019. 50
 Table of Contents
 New,
Revised or Amending Accounting Standards and Interpretations (i)The
                                            Group has applied the following standards and amendments for first time in their annual reporting
                                            period commencing January 1, 2021:  Interest
Rate Benchmark Reform - Phase 2: Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 The
amendments provide temporary reliefs which address the financial reporting effects when an interbank offered rate (IBOR) is replaced
with an alternative nearly risk-free interest rate (RFR). The amendments include the following practical expedients: ●
A practical expedient to require contractual changes, or changes to cash flows that are directly required by the reform, to be treated
as changes to a floating interest rate, equivalent to a movement in a market rate of interest; ●
Permit changes required by IBOR reform to be made to hedge designations and hedge documentation without the hedging relationship being
discontinued; ●
Provide temporary relief to entities from having to meet the separately identifiable requirement when an RFR instrument is designated
as a hedge of a risk component; and These
amendments had no impact on the consolidated financial statements of the Group. The Group intends to use the practical expedients in
future periods if they become applicable. COVID-19-Related
Rent Concessions beyond June 30, 2021 Amendments to IFRS 16 On
May 28, 2020, the IASB issued COVID-19-Related Rent Concessions - amendment to IFRS 16 Leases The amendments provide relief to lessees
from applying IFRS 16 guidance on lease modification accounting for rent concessions arising as a direct consequence of the COVID-19
pandemic. As a practical expedient, a lessee may elect not to assess whether a COVID-19 related rent concession from a lessor is a lease
modification. A lessee that makes this election accounts for any change in lease payments resulting from the COVID-19 related rent concession
the same way it would account for the change under IFRS 16, if the change were not a lease modification. The
amendment was intended to apply until June 30, 2021, but as the impact of the COVID-19 pandemic is continuing, on March 31, 2021, the
IASB extended the period of application of the practical expedient to June 30, 2022. The amendment applies to annual reporting periods
beginning on or after April 1, 2021. However, the Group has not received COVID-19-related rent concessions but plans to apply the practical
expedient if it becomes applicable within allowed period of application. 51
 Table of Contents
 (ii)       New
standards and interpretations not yet adopted  A
number of new standards, amendments to standards and interpretations issued by the IASB which are not yet mandatorily applicable to the
Group have not been applied in preparing these consolidated financial statements. Those which may be relevant to the Group are set out
as below and not expected to have a significant impact on the Group's consolidated financial statements. The Group does not plan to adopt
these standards early.  New,
    Revised or Amended Standards and Interpretations
    Effective
    Date Issued by IASBAnnual Improvements to IFRS Standards 2018-2020 Cycle "Amendments to IFRS 1 First-time Adoption of International Financial Reporting
Standards, IFRS 9 Financial Instruments, IFRS 16 Leases and IAS 41 Agriculture"
    January 1, 2022Amendments to IFRS 3 "Reference to the Conceptual Framework"
    January 1, 2022Amendments to IFRS 10 and IAS 28 "Sales or Contribution of Assets between an Investor and its Associate or Joint Venture"
    To be determined by IASBAmendments to IAS 1 "Classification of Liabilities as Current or Non-current"
    January 1, 2023Amendments to IAS 1 "Disclosure of Accounting Policies"
    January 1, 2023Amendments to IAS 8 "Definition of Accounting Estimates"
    January 1, 2023Amendments to IAS 12 "Deferred Tax related to Assets and Liabilities arising from a Single Transaction"
    January 1, 2023Amendments to IAS 16 "Property, Plant and Equipment: Proceeds before Intended Use"
    January
1, 2022Amendments to IAS 37 "Onerous Contracts – Costs of Fulfilling a Contract"
    January 1, 2022  B.       Liquidity
and Capital Resources  Since
our inception, our operations have mainly been financed through the issuance of equity securities. Additional funding has come through
shareholder advances and short-term borrowings. For the past 3 years, we have recorded loss of A$6,585,626, A$10,543,658, and A$16,700,199
for the fiscal years ended December 31, 2021, 2020, and 2019 respectively.  Equity
Issuances  The
following table summarizes our issuance of Ordinary Shares for cash or from the conversion debts. We did not issue shares for share-based
payments, executive and employee compensation in the last 3 fiscal years.  Fiscal
    Year
    
    Number
    of
    Shares
    
    Net
    Proceeds(in A$)Share
    issuance for debts or cash
    
    2019
    
    Nil
    
    NilShare
    issuance in respect to payment to convertible bonds
    
    2020
    
    285,714
    
    1,514,284Share
    issuance for the settlement of interest on a convertible promissory note
    
    2020
    
    46,741
    
    174,811Share
    issuance for debt to equity conversion
    
    2020
    
    941,667
    
    3,947,751Share
    issuance for cash and acquisition of businesses
    
    2020
    
    1,357,692
    
    5,606,999Share
    issuance for acquisition of business
    
    2020
    
    500,000
    
    2,060,000Share
    issuance in respect of payment to a consultant
    
    2020
    
    4,471
    
    23,249Share
    issuance in respect of payment to a consultant
    
    2021
    
    20,512
    
    97,282Share
    issuance for cash
    
    2021
    
    2,795,237
    
    16,019,301 52
 Table of Contents
 Capital
Requirements  As
of December 31, 2021, we had cash and cash equivalents of A$274,767 and trade receivables of A$480,095. Our trade receivable balance
significantly decreased as compared to A$1,233,709 as of December 31, 2020, was mainly attributable to the group restructuring and decline
in sales. For the first 3 months ended March 31, 2022 the Company sold US$15.1 million of its shares to recapitalize its equity base
and working capital. However, we anticipate that our current cash and cash equivalents will be insufficient to fund our capital expenditures
and operations for the next 12 months based on our budget and forecasted revenue. However, our forecast of the period through which our
financial resources will be adequate to support our operations is a forward-looking statement that involves risks and uncertainties,
and actual results could vary materially. If we are unable to raise additional capital when required or on acceptable terms or not realize
our anticipated operating and sales plans, we may have to significantly delay, scale back or discontinue our nano-coated plate filter
developments, switchable glass for the USA and China markets, and our other projects/operations. 53
 Table of Contents
 Cash
Flows The
following table summarizes our cash flows for the periods presented:  Fiscal
    Year Ended December 31,2021
    
    2020
    
    2019A$
    
    A$
    
    A$Net cash outflows in operating activities
    
    (7,971,326)
    
    (6,191,115)
    
    (6,540,014)Net cash outflows in investing activities
    
    (12,144,439)
    
    (4,586,121)
    
    (1,828,617)Net cash inflows by financing activities
    
    18,120,257
    
    13,392,848
    
    7,575,583Net increase (decrease) in cash and cash equivalents
    
    (1,995,508)
    
    2,615,612
    
    (793,048)Effect of exchange rate changes on cash and cash equivalents
    
    76,191
    
    (254,770)
    
    6,585Cash and cash equivalents
    at beginning of year
    
    2,194,084
    
    (166,758)
    
    619,705Cash and cash equivalents
    at end of year
    
    274,767
    
    2,194,084
    
    (166,758)  Net
cash outflows in operating activities were A$(7,971,326), A$(6,191,115), and A$(6,540,014) during the years ended December 31, 2021,
2020 and 2019, respectively. Net cash outflows in operating activities during the year ended December 31, 2021 was mainly due to the
cash from the disposal of 3D autostereoscopic business. For the years ended December 31, 2020 and 2019, the net cash outflows in operating
activities relates to the 3D autostereoscopic operating activities.  Net
cash outflows in investing activities were A$(12,144,439), A$(4,586,121), and A$(1,828,617) for the years ended December 31, 2021, 2020
and 2019 respectively. Net cash outflows in investing activities during the years ended December 31, 2021 was mainly the share investment
in Oakridge International Limited and deposit made in lamination production line. Net cash outflows in investment activities during the
years ended December 31, 2020 and 2019 was primarily attributable to the payments for acquisition of various patents and intangible assets,
and development costs incurred for various on-going technology projects.  Net
cash inflows in financing activities were A$18,120,257, A$13,392,848, and A$7,575,583 for the years ended December 31, 2021, 2020 and
2019 respectively. Net cash inflows in financing activities during the years ended December 31, 2021 are attributable to the issuance
of shares. Net cash inflows in financing activities during the years ended December 31, 2020, and 2019 are attributable to the issuance
of convertible notes, loan provided from third party, advances from related companies and ultimate holding company.  We
had net cash and bank balance of A$274,767, A$2,194,084, and A$(166,758) as at December 31, 2021, 2020 and 2019 respectively. The cash
and bank balance as at December 31, 2021, 2020 and 2019 were A$274,767, A$2,194,084, and A$735,424 respectively and the bank overdraft
for the corresponding three years ended was Nil except for 2019 which was a bank overdraft of A$902,482.   C.       Research
and Development, Patents and Licenses  The
Company did not conduct any research and development activities and incur no expenses for R&D in 2021. In 2020, the Company disposed
its subsidiary that conducted research and development in 3D autostereoscopic. For the 3 years ended December 31, 2021, we have employed
0, 0, and 25 staff, respectively, in the research and development of 3D autostereoscopic technology, and we incurred annual staffing
costs of approximately A$Nil, A$675,500, and A$6,155,884 during the respective years. In the prior year, we also have Company sponsored
research with certain universities and research institutes as discussed in Item 4.  The
Company has conducted research into formulation of credit models for its financial research business in 2021.   D.       Trend
Information  We
are still a relatively young company and it is not possible for us to predict with any degree of accuracy the outcome of our business
in the future. Our operations are mainly dependent on further development and commercialization of our business and technologies.  E.	[Reserved]   F.       [Reserved] 54
 Table of Contents
 ITEM
                          6.DIRECTORS,
                                            SENIOR MANAGEMENT AND EMPLOYEES  A.       Directors
and Senior Management  The
following table sets forth our directors and senior management and the positions they held as of the date of this annual report on Form
20-F.  Name
    
    PositionMr.
    Xiaodong ZHANG (1)
    
    Executive
    Director and CEOMs.
    Jing ZHUO (2)
    
    Executive
    Director and CFOMs.
    Hui ZHONG (3)
    
    Independent
    Non-Executive DirectorMs.
    Dan LI(4)
    
    Independent
    Non-Executive DirectorDr.
    Heming CUI (5)
    
    Independent
    Non-Executive DirectorMs.
    Xinmei SHI (6)
    
    Independent
    Non-Executive DirectorMr. Con
    UNERKOV(7)
    
    Former
    Chairman and Chief Executive OfficerMr. Uwe
    von PARPART (8)
    
    Former
    Executive DirectorMr. Wuhua
    ZHANG (9)
    
    Former
    Non-Executive DirectorDr. Man-Chung
    CHAN (9)
    
    Former
    Independent Non-Executive DirectorMr. Luis
    PUYAT (10)
    
    Former
    Independent Non-Executive DirectorMs. Jannu
    Binti BABJAN (11)
    
    Former
    Independent Non-Executive DirectorMr.
    Cecil HO (12)
    
    Former
    Chief Financial Officer and Joint Company Secretary  (1)Mr.
                                            Xiaodong ZHANG was appointed as an executive director and Chief Executive Officer-China as
                                            well as a member of nomination and remuneration committee with effect from July 19, 2021.
                                            Mr. ZHANG became the Chairman and Chief Executive Officer of the Group on August 24, 2021. (2)Ms.
                                            Jing ZHUO was appointed as an independent non-executive director with effect from July 19,
                                            2021. Ms. Zhuo was appointed as Chief Financial Officer with effect from August 26, 2021
                                            and she also became an executive director on the same date. (3)Ms.
                                            Hui ZHONG was appointed as an independent non-executive director as well as a member of audit
                                            committee and a member of nomination and remuneration committee with effect from August 3,
                                            2021. (4)Ms.
                                            Dan LI was appointed as an independent non-executive director and a member of audit committee
                                            with effect from August 31, 2021. (5)Chairman
                                            of the Audit Committee and Nomination and Remuneration Committee. (6)Ms.
                                            Xinmei SHI was appointed as an independent non-executive director and a member of Nomination
                                            and Remuneration Committee on August 18, 2021 and resigned from both positions on December
                                            20, 2021. (7)Mr.
                                            Con UNERKOV resigned as an executive director and Chief Executive Officer on August 24, 2021. (8)Mr.
                                            Uwe von Parpart resigned as an executive director with effect on August 24, 2021. (9)Dr.
                                            Man Chung CHAN and Mr. Wuhua ZHANG resigned from an independent non-executive Director from
                                            September 30, 2021. (10)Mr.
                                            Luis PUYAT resigned as an Independent Non-Executive Director on July 19, 2021. (11)Ms.
                                            Jannu binti BABJAN resigned as an Independent Non-Executive director on August 6, 2021. (12)Mr.
                                            Cecil HO resigned as Chief Financial Officer on August 31, 2021. 55
 Table of Contents
 Mr.
Xiaodong ZHANG, aged 52, was the Executive Vice President and CFO of Boqi Xinhai Group Company Limited ("Boqi Xinhai"),
a company in the business of investment and financing management, sales of automobile and agricultural technology development in China.
Mr. Zhang has extensive experience in financial management in the capital market in China. Prior to joining the Boqi Xinhai, Mr. Zhang
has worked in senior positions in capital operation and risk control management in China. Mr. Zhang has a Master of Science in Financial
Management from Northwestern Polytechnical University in Xi'an city, Shaanxi province, China.  Ms.
Jing ZHUO, aged 35, was the Executive Vice General Manager of Dalian Jiujiu Technology Company Ltd. ("Dalian Jiujiu"),
a company in the business of IT technology development and consultancy. Ms. Zhuo manages all the financial matters for Dalian Jiujiu
including capital market initiatives. She has worked in Dailan Jiujiu since 2019. Ms. Zhuo has extensive experience in financial management
in the technology industry and in the capital market. Prior to joining the Dalian Jiujiu, Ms. Zhuo has worked in senior positions, including
software development, for a number of companies. In 2009, Ms. Zhuo received a Master of Science in Financial Management from Dongbei
University of Finance & Economics in Dalian City, Liaoning province, China.  Ms.
Hui ZHONG, aged 39, has worked as a project costing engineer for construction projects in China from 2006 to 2013 before moving to
Australia. In the past 5 years, Ms. Zhong operated her own gift shop business from 2017 to 2019. From 2017 to now, Ms. Zhong has worked
for Max Biocare Pharmaceutical Company as a part time consultant for events and expos.  Ms.
Zhong has a Bachelor Degree in Public Utility Management from Dalian University of Technology in Dalian city, Liaoning province, China.  Ms.
Dan LI,aged 36, currently is the vice president of enterprise operations for RD International Holdings Limited, an investment company
providing investment and financial consulting services and selling of financial products to retail customers. Prior to this, from 2007
to 2012, Ms. Li was the corporate investment manager and senior investment analyst for a large financial group in Australia, focusing
on investments in the securities market.  Ms.
Li holds degrees in International Business from Monash University and the Australia Institute of Business and Technology, both institutions
are based in Australia.  Dr.
Heming CUI,aged 39, an assistant professor in Computer Science of the University of Hong Kong ("HKU") since January 2015.
His research interests are in distributed system, IOT, big-data computing, and parallel computing, with a particular focus on creating
software infrastructures and tools to greatly improve the performance, reliability and security of real-world software. After joining
HKU, Dr. Cui's research publications mainly contained in two segments: (1) transparent and efficient distributed fault-tolerance systems,
and (2) automated program analysis tools that can greatly improve the security of parallel and IOT software. Dr. Cui's research in HKU
has led to a series of open source projects as well as publications in international conferences and journals on computer systems (e.g.,
SOSP, NSDI, ATC, DSN, SOCC, ACSAC, SRDS, JSAC, and TPDS). Dr. Cui's serves on the program committees of international top systems, and
networking conferences, including NSDI, ATC, SOCC, DSN, and ICDCS. Much of the source code and evaluation results in Dr. Cui's publications
are adopted by global software companies, including RedHat, Android, Ubuntu, and VMWare. Before joining HKU, Dr. Cui obtained his master
and bachelor degrees in Computer Science from Tsinghua University in Beijing, and PhD degree in Computer Science from Columbia University
in New York.   Directors
Resigned/Retired during the year and up to the date of this Report.  Mr.
Con UNERKOV, aged 52, is an Australian based businessman with more than 25 years of local and international senior executive experience.
Throughout his career, Mr. Unerkov has worked as an executive and chief executive officer for a number of companies both in the private
and public sectors. He has significant experience in the financial markets with a focus on structuring, M&A and corporate financing
for both private and public companies, simultaneously providing parallel guidance for companies to gain market recognition, shareholder
value and liquidity. Mr. Unerkov was a director of the Company in the past and he re-joined the Company as the CEO in April 2019 and
as director and chairman on May 31, 2019. Mr. Unerkov is the non-executive Chairman of Oakridge International Limited (formerly Xped
Limited), a company listed on the Australian Securities Exchange ("ASX") engaged in the Internet of Things (IOT) and Healthcare
sector.  Mr.
Uwe von PARPART, aged 80, Mr. Parpart is currently the Chairman and Publisher of Asia Times Holding Limited, a Hong Kong based English
language news media publishing group, covering politics, economics, business and culture from an Asian perspective. Previously, Mr. Parpart
was the Executive Managing Director, Chief Strategist, and Head - Research of Reorient Group Limited, a company listed on the Hong Kong
Stock Exchange Limited. Mr. Parpart brings over three decades of experience in finance, journalism, and academia to our Company. Before
Reorient, he was the Chief Economist and Strategist at Cantor Fitzgerald HK Capital Markets and prior to that a senior currency strategist
at Bank of America. Mr. Parpart's experience in Asia dates back to the late 1980s, when he worked with the Mitsubishi Research Institute
in Tokyo, and later served as an advisor to the Thailand's Prime Minister's office. He has contributed to numerous magazines and publications;
he was the founding editor of Asia Times from 1995 - 1997, a contributing editor of Forbes magazine, and a columnist for Shinchosha Foresight
magazine, Tokyo. He was a frequent guest on CNBC and Bloomberg TV. After serving as an officer in the
German Navy, Mr. Parpart received a Fulbright scholarship for doctoral studies in Mathematics and Philosophy at the University of Pennsylvania.
He had also taught at University of Pennsylvania and Swarthmore College. 56
 Table of Contents
 Mr.
Wuhua ZHANG, aged 46, is a businessman with significant experience in the electronics industry with a specialty in the semiconductors
product field. Mr. Zhang holds a Masters of Technology Management and a Bachelor of Applied Science in Electronic Engineering. Mr. Zhang
has extensive experience in product and engineering management, product marketing and sales which was attained during his career as an
Account Executive at ST Microelectronics (Shenzhen) Company and as a Key Account Manager at Philips Semiconductors. Mr. Zhang's primary
responsibilities in those roles was to drive distribution sales for semiconductor products in China and discover any key new opportunities.  Dr.
Man-Chung CHAN, aged 62, graduated from the Chinese University of Hong Kong in 1980 in Philosophy and Government & Public Administration.
He received his PhD in Computer Science from La Trobe University in Australia. From 1988 till 1994, he taught Computer Science at University
of New South Wales. From 1994, he has worked with the Computing Department of the Hong Kong Polytechnic University. Dr. MC Chan was a
computational logician and lately he worked in the broad field of knowledge management, artificial intelligence and intellectual property
of computing. His theory of functional unification has bridged the gap between modal logic, natural language and logic programming. He
founded the Institute of Systems Management in 2003. He has extensive working relationship with municipal government of Jiangsu, Hubei
and Henan provinces in China.  Mr.
Luis PUYAT, aged 58, is a businessman with significant experience in the banking and finance industry. Currently Mr. Puyat is the
CEO of VGP Investments, Inc., a company engaged in property investments, and an executive director of First Sovereign Asset Management,
Inc. Previously, Mr. Puyat was the Chairman of The Manila Banking Corporation from1999 to 2007. He was also the President of The Manila
Bankers Life Insurance from 1993 to 1999. Mr. Puyat has a Masters in Business Economics (Non-Degree) from the University of Asia &
the Pacific and a B.S. in Business Administration from the University of Philippines.  Ms.
Jannu Binti BABJAN, aged 54, is an Advocate & Solicitor practicing in Malaysia operating her own proprietary business for the
past 5 years. She has over 29 years of experience in civil litigations in a wide range of areas including commercial disputes, employment
and industrial matters, shareholder disputes, etc. Ms. Babjan has acted for clients in all tiers of the Malaysian Legal System from the
magistrate courts right up to the Federal Court of Malaysia. Ms. Babjan graduated from the University of Malaya - LLB (Hons) Malaya.  Ms.
Xinmei SHI, aged 37, has over 16 years of financial and property industry experience. In the past 5 years, Ms. Shi has been
working as the Sales Director of Prudential Hong Kong Limited and Prudential General Insurance Hong Kong Limited, a financial institution
offering a range of financial planning services and products including individual life insurance, investment-linked insurance, retirement
investment products, health and medical insurance, general insurance and employee benefits in Hong Kong. Prior to that, Ms. Shi was the
Financial Supervisor at China Overseas Property Group Company Limited, a company that is engaged in property development and commercial
property management experience with a focus on developing quality properties in major cities in Hong Kong and China. Ms. Shi is currently
an independent director of Wunong Net Technology Co. Ltd, a company listed on the NASDAQ, engaged in the e-commerce of food products
and restaurants. Ms. Shi obtained her Bachelor's Degree in Finance and Trade from Anhui University in 2006 and her Master's Degree of
Business Administration from UMT, Peking University.  Mr.
Cecil HO, aged 60, brings to IMTE nearly 30 years of financial management experience in both public and private companies. He most
recently served as the CFO for Asia Times Holdings Limited, an online news publication in Hong Kong. Prior to that, Mr. Ho held various
senior finance positions in public companies listed on the Hong Kong Stock Exchange. Currently, Mr. Ho is the CFO of Ares Motor Works,
Limited, a company engaged in electric commercial vehicles. In his roles, Mr. Ho excelled in strategy execution, shareholder value creation
and risk management. Mr. Ho is a member of the Hong Kong Institute of Certified Public Accountant and a Chartered Professional Accountant
(CA). Mr. Ho holds a Bachelor of Commerce degree from the University of British Columbia in Canada.  There
are no orders, judgments, or decrees of any governmental agency or administrator, or of any court of competent jurisdiction, revoking
or suspending for cause any license, permit or other authority to engage in the securities business or in the sale of a particular security
or temporarily or permanently restraining any of our officers or directors from engaging in or continuing any conduct, practice or employment
in connection with the purchase or sale of securities, or convicting such person of any felony or misdemeanor involving a security, or
any aspect of the securities business or of theft or of any felony. Nor are any of the officers or directors of any corporation or entity
affiliated with us so enjoined.  There
are no family relationships among any of our officers and directors. 57
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 B.       Compensation  Remuneration
Principles  Remuneration
of all directors and officers is determined by the Nomination and Remuneration Committee.  We
are committed to remunerating senior executives and executive directors in a manner that is market-competitive and consistent with "Best
Practice" including the interests of shareholders. Remuneration packages are based on fixed and variable components, determined
by the executives' position, experience and performance, and may be satisfied via cash or equity.  Non-executive
directors are remunerated out of the aggregate amount approved by shareholders and at a level that is consistent with industry standards.
Non-executive directors do not receive performance - based bonuses and prior shareholder approval is required to participate in any issue
of equity. No retirement benefits are payable other than statutory superannuation, if applicable.  Our
remuneration policy is based on our financial performance and on success of our development and commercializing of our products, services
or solutions.  The
purpose of a performance bonus is to reward individual performance in line with our objectives. Consequently, performance - based remuneration
is paid to an individual where the individual's performance clearly contributes to a successful outcome. This is regularly measured in
respect of performance against key performance indicators.  We
use a variety of key performance indicators to determine achievement, depending on the role of the executive being assessed. These include:  ●Successful
                                            in achieving sales targets, ●Successful
                                            contract negotiations, ●Achievement
                                            of reaching operational/project milestones within scheduled time and/or budget, and ●Our
                                            share price reaching a targeted level on the NASDAQ over a period of time.  Executive
Compensation The
following table sets forth all of the compensation awarded to, earned by or paid to each individual who served as directors and officer
in fiscal year of 2021.  Short-term
    Benefits
    
    Post-Employment
    
    Share-basedBenefits
    
    Benefits
    
    Payments
    
    TotalSalary &
    
    
    
    Super-
    
    RetirementFees
    
    Other
    
    annulation
    
    Benefits
    
    Shares
    
    OptionsA$
    
    A$
    
    A$
    
    A$
    
    A$
    
    A$
    
    A$Mr.
    Xiaodong ZHANG
    
    125,806
    
    N/A
    
    N/A
    
    N/A
    
    N/A
    
    N/A
    
    125,806Ms.
    Jing ZHUO
    
    64,742
    
    N/A
    
    N/A
    
    N/A
    
    N/A
    
    N/A
    
    64,792Ms.
    Hui ZHONG
    
    9,500
    
    N/A
    
    N/A
    
    N/A
    
    N/A
    
    N/A
    
    9,500Ms.
    Dan LI(1)
    
    6,048
    
    N/A
    
    N/A
    
    N/A
    
    N/A
    
    N/A
    
    6,048Ms.
    Xinmei SHI
    
    4,226
    
    N/A
    
    N/A
    
    N/A
    
    N/A
    
    N/A
    
    4,226Dr.
    Heming CUI
    
    26,267
    
    N/A
    
    N/A
    
    N/A
    
    N/A
    
    N/A
    
    26,267Mr.
    Con UNERKOV
    
    -
    
    437,290
    
    N/A
    
    N/A
    
    N/A
    
    N/A
    
    437,290Mr.
    Uwe von PARPART
    
    11,274
    
    N/A
    
    N/A
    
    N/A
    
    N/A
    
    N/A
    
    11,274Mr.
    Wuhua ZHANG
    
    12,000
    
    N/A
    
    N/A
    
    N/A
    
    N/A
    
    N/A
    
    12,000Dr.
    Man-Chung CHAN
    
    16,500
    
    N/A
    
    N/A
    
    N/A
    
    N/A
    
    N/A
    
    16,500Mr.
    Luis PUYAT
    
    12,149
    
    N/A
    
    N/A
    
    N/A
    
    N/A
    
    N/A
    
    12,149Ms.
    Jannu Binti BABJAN
    
    4,940
    
    N/A
    
    N/A
    
    N/A
    
    N/A
    
    N/A
    
    4,940Total
    
    293,452
    
    437,290
    
    N/A
    
    N/A
    
    N/A
    
    N/A
    
    730,742  (1)Mr.
                                            Con Unerkov is employed under a service agreement provided by a related company. 58
 Table of Contents
 Service
Agreements  All
the directors have formal letters of appointment in place that have been executed which outline their roles and responsibilities. The
agreements with the Company have no fixed term and the directors' position can be terminated with cause without notice, and subject to
the Company's Constitution. The letters of appointment executed do not provide for any termination payment to directors in the event
of being terminated or removed from their positions. Our former director, Mr. Con Unerkov, has a service agreement provided by a related
company. The service agreement can be terminated immediately for serious misconduct, and for all other cases, a 3 months' notice period.
Please refer to the executive compensation table for details on director individual remuneration. Mr. Unerkov resigned from the Board
on August 24, 2021.  Employee
Share Option Plan  In
August 2020, an Employee Share Option Plan ("2020 ESOP") was approved and established by the Board. The ESOP is available to
employee, consultants and eligible persons (as the case may be) of the Company as the Board may in its discretion determine. The 2020
ESOP was terminated by the Board in September 2021 and replaced by a new Employee Share Option Plan ("2021 ESOP") in December
2021. The 2021 ESOP was approved and established by the Board on December 23, 2021. This 2021 ESOP is available to eligible employees,
consultants, and eligible persons (as the case may be) of the Company as the Board may in its discretion determine. See below under item
10.A for more information.  Pension
and Retirement Benefits  There
was no amount set aside or accrued by the Group to provide pension, retirement or similar benefits as at December 31, 2021 as these amounts
were expensed and paid as of this date.  C.       Board
Practices  Introduction  Our
Board of Directors is elected by and accountable to our shareholders. It currently consists of five directors, the executive Chairman
and director, one executive director and three independent non-executive directors. The Chairman of our Board of Directors is responsible
for the management of the Board of Directors and its functions.  Election
of Directors  Directors
are elected at our annual general meeting of shareholders. Under our Constitution, a director, other than a managing director, must not
hold office for more than three years or beyond the third annual general meeting following his appointment (whichever is the longer period)
without submitting himself for re-election. Our Board of Directors has the power to appoint any person to be a director, either to fill
a vacancy or as an additional director (provided that the total number of directors does not exceed the maximum allowed by law), and
any director so appointed may hold office only until the next annual general meeting when he or she shall be eligible for election.  Corporate
Governance  ASX
Corporate Governance Principles  As
a "foreign private issuer", we are not required to comply with all of the corporate governance practices followed by U.S. companies
under NASDAQ listing standards.  In
Australia there are no defined corporate governance structures and practices that must be observed by a company listed on NASDAQ. The
practices we follow in lieu of NASDAQ's corporate governance requirements is the ASX Best Practice Guide published by the ASX Corporate
Governance Council. The Guide contains what are called the Recommendations which articulate eight core principles which are intended
to provide a reference point for companies about their corporate governance structure and practices. It is not mandatory to follow the
Recommendations. We believe that our established practices in the area of corporate governance are in line with the spirit of the NASDAQ
standards and provide adequate protection to our shareholders. We believe that we are in material compliance with the ASX Corporate Governance
Principles. Set forth below are material provisions of the ASX corporate Governance Principles together with the reasons, where applicable,
for variation therefrom.  1.Lay
                                            solid foundations for management and oversight. Companies should establish and disclose the
                                            respective roles and responsibilities of Board and management.  2.Structure
                                            the Board to add value. Companies should have a Board of an effective composition, size,
                                            and commitment to adequately discharge its responsibilities and duties. During the year ended
                                            December 31, 2021, we varied from the Recommendations in the following area: 59
 Table of Contents
 a)No
                                            formal performance evaluation of the Board was conducted for the year ended December 31,
                                            2021 as the Board believes that we are not of a size, nor are our financial affairs of such
                                            complexity, to warrant such an exercise. The Board recognizes the importance of performance
                                            evaluations and will continually assess the necessity and timing of future performance evaluation.  3.Act
                                            ethically and responsibly. Companies should actively promote ethical and responsible decision-making.  4.Safeguard
                                            integrity in financial reporting. Companies should have a structure to independently verify
                                            and safeguard the integrity of their financial reporting.  5.Make
                                            timely and balanced disclosure. Companies should promote timely and balanced disclosure of
                                            all material matters concerning the compliance.  6.Respect
                                            the rights of security holders. Companies should respect the rights of shareholders and facilitate
                                            the effective exercise of those rights.  7.Recognize
                                            and manage risk. Companies should establish a sound system of risk oversight and management
                                            and internal control.  8.Remunerate
                                            fairly and responsibly. Companies should ensure that the level and composition of remuneration
                                            is sufficient and reasonable and that its relationship to performance is clear.   Non-Executive
and Independent Directors  Australian
law does not require a company to appoint a certain number of independent directors to its board of directors or audit committee. However,
under the ASX Corporate Governance Principles and Recommendations, that a listed company have a majority of independent directors on
its board of directors and that the audit committee be comprised of independent directors. Our Board of Directors currently have five
directors, of which three are non-executive directors within the meaning of the ASX Corporate Governance Principles and Recommendations,
and our audit committee consists of such three independent non-executive directors. Accordingly, we currently comply with the Recommendations.  Under
NASDAQ Marketplace Rules, in general a majority of our Board of Directors must qualify as independent directors within the meaning of
the NASDAQ Marketplace Rules and our audit committee must have at least three members and be comprised only of independent directors,
each of whom satisfies the respective "independence" requirements of NASDAQ and the U.S. Securities and Exchange Commission.  The
Board of Directors does not have regularly scheduled meetings at which only independent directors are present. The Board of Directors
does meet regularly and independent directors are expected to attend all such meetings. Our practices are consistent with the Recommendations,
in that the Recommendations do not provide that independent directors should meet separately from the Board of Directors.  Our
Board of Directors has determined that each of Dr. Heming Cui, Ms. Hui Zhong and Ms. Dan Li qualifies as an independent director under
the requirements of the NASDAQ Marketplace Rules and U.S. Securities and Exchange Commission.  Committees
of the Board of Directors  Audit
Committee. NASDAQ Marketplace Rules require us to establish an audit committee comprised of at least three members, each of whom
is financially literate and satisfies the respective "independence" requirements of the U.S. Securities and Exchange Commission
and NASDAQ and one of whom has accounting or related financial management expertise at senior levels within a company.  Our
Audit Committee assists our Board of Directors in overseeing the accounting and financial reporting processes of our Company and audits
of our consolidated financial statements, including the integrity of our consolidated financial statements, compliance with legal and
regulatory requirements, our independent registered public accounting firm's qualifications and independence, and independent registered
public accounting firm, and such other duties as may be directed by our Board of Directors. The Audit Committee is also required to assess
risk management.  Our
Audit Committee currently consists of three board members, each of whom satisfies the "independence" requirements of the U.S.
Securities and Exchange Commission, and NASDAQ Marketplace Rules. Our Audit Committee is currently composed of Dr. Heming Cui, Ms. Hui
Zhong and Ms. Dan Li. Dr Heming Cui is the chairman of the audit committee. The audit committee meets at least two times per year. 60
 Table of Contents
 Nomination
and Remuneration Committee. Our Board of Directors has established a Nomination and Remuneration Committee, which is comprised
by majority of independent directors, within the meaning of NASDAQ Marketplace Rules. The Nomination and Remuneration Committee is
responsible for reviewing the salary, incentives and other benefits of our directors, senior executive officers and employees, and
to make recommendations on such matters for approval by our Board of Directors. The Nomination and Remuneration Committee is also
responsible for overseeing and advising our Board of Directors about the adoption of policies that govern our compensation programs.
Dr. Heming Cui, Ms. Hui Zhong and Mr. Xiaodong Zhang are the current members of the Nomination and Remuneration Committee. Dr.
Heming Cui and Ms. Hui Zhong both qualified as an "independent director" within the meaning of NASDAQ Marketplace Rules.
Dr. Heming Cui is the chairman of this committee.  Corporate
Governance Requirements Arising from Our U.S. Listing - the Sarbanes-Oxley Act of 2002, SEC Rules and the NASDAQ Capital Market Marketplace
Rules  NASDAQ
permits "foreign private issuers" such as the Company follow "home country" corporate governance practices in lieu
of the otherwise applicable NASDAQ corporate governance standards, as long as we disclose each requirement of Rule 5600 that we do not
follow and describe the home country practice we follow in lieu of the relevant NASDAQ corporate governance standards. We follow Australian
corporate governance practices in lieu of the corporate governance requirements of the NASDAQ Marketplace Rules in respect of:  ●NASDAQ
                                            requirement under Rule 5620(c) that a quorum consist of holders of 33 1/3% of the outstanding
                                            Ordinary Shares - In Australia, we do not have an express requirement that each listed
                                            company have a quorum of any particular number of the outstanding Ordinary Shares, but instead
                                            allow a listed issuer to establish its own quorum requirements. Our quorum is currently two
                                            persons who are entitled to vote. We believe this quorum requirement is consistent with the
                                            requirements in Australia and is appropriate and typical of generally accepted business practices
                                            in Australia.  ●The
                                            NASDAQ requirements under Rules 5605(b)(1) and (2) relating to director independence, including
                                            the requirements that a majority of the board of directors must be comprised of independent
                                            directors and that independent directors must have regularly scheduled meetings at which
                                            only independent directors are present - The NASDAQ and ASX definitions of what constitute
                                            an independent director are not identical and the requirements relating to the roles and
                                            obligations of independent directors are not identical. In Australia, unlike NASDAQ, permits
                                            an issuer to establish its own materiality threshold for determining whether a transaction
                                            between a director and an issuer affects the director's status as independent and it does
                                            not require that a majority of the issuer's board of directors be independent, as long as
                                            the issuer publicly discloses this fact. In addition, in Australia, it is not required that
                                            the independent directors have regularly scheduled meeting at which only independent directors
                                            are present. We believe that our Board composition is consistent with the requirements in
                                            Australia and that it is appropriate and typical of generally accepted business practices
                                            in Australia.  ●We
                                            have relied on and expect to continue to rely on an exemption from the requirement that our
                                            independent directors meet regularly in executive sessions under NASDAQ Listing Rules. The
                                            Corporations Act does not require the independent directors of an Australian company to have
                                            such executive sessions and, accordingly, we claim this exemption.  ●The
                                            NASDAQ requirements under Rules 5605(d) that compensation of an issuer's officers must be
                                            determined, or recommended to the Board for determination, either by a majority of the independent
                                            directors, or a compensation committee comprised solely of independent directors, and that
                                            director nominees must either be selected, or recommended for the Board's selection, either
                                            by a majority of the independent directors, or a nomination committee comprised solely of
                                            independent directors. The NASDAQ compensation committee requirements are not identical
                                            to the Australia's remuneration and nomination committee requirements. We have established
                                            a remuneration committee consisting of a majority of independent directors and an independent
                                            chairperson, or publicly disclose that it has not done so. We have a Nomination and Remuneration
                                            Committee that is consistent with the requirements in Australia and which we believe is appropriate
                                            and typical of generally accepted business practices in Australia.  Directors'
Service Contracts  For
details of directors' service contracts providing for benefits upon termination of employment, see "Item 6. Directors, Senior Management
and Employees - B. Compensation - Service Agreements." 61
 Table of Contents
 Indemnification
of Directors and Officers  Our
Constitution provides that, we may indemnify a person who is, or has been, an officer of our Company, to the full extent permissible
by law, out of our property against any liability incurred by such person as an officer in defending proceedings, whether civil or criminal,
and whatever their outcome. In
addition, our Constitution provides that to the extent permitted by law, we may pay, or agree to pay, a premium in respect of a contract
insuring a person who is or has been an officer of our company or one of our subsidiaries against any liability:  ●incurred
                                            by the person in his or her capacity as an officer of our company or a subsidiary of our
                                            company, and  ●for
                                            costs and expenses incurred by that person in defending proceedings relating to that person
                                            acting as an officer of IMTE, whether civil or criminal, and whatever their outcome.  We
currently do not maintain a directors' and officers' liability insurance policy. However, we intend to arrange an insurance policy for
our directors and officers in the near future. We have established a policy for the indemnification of our directors and officers against
certain liabilities incurred as a director or officer, including costs and expenses associated in successfully defending legal proceedings.  D.       Employees  As
of December 31, 2019, we had 53 employees. Of these employees, 2 were employed in administration located in Australia, 11 employees
in finance, administration and management located in Hong Kong and 14 employees in operations located in Hong Kong, 7 employees in
finance, administration and management located in China and 19 employees in operations located in China.  As
of December 31, 2020, we had 15 employees and of these employees, 2 were employed in administration in Australia, 6 employees in finance,
administration and management located in Hong Kong, and 7 employees in operation located in Hong Kong. There were no employees employed
in finance, administration, management and operations in China.  As
of December 31, 2021, we had 13 employees and of these employees, 1 was employed in administration in Australia, 6 employees in finance,
administration and management located in Hong Kong, and 1 employee in operation located in Hong Kong. There was 1 employee employed in
finance, administration, and management, and 3 employees in operations in China, and 1 employee in finance, and administration and management
in Korea.  Each
of our full-time employees enters into an employment agreement. We also engage part-time employees from time to time. We may only terminate
the employment of any of our employees in accordance with the relevant employee's contract of employment.  Our
standard contract of employment for full time and part-time employees provides that we can terminate the employment of an employee without
notice for serious misconduct or with between one to three months' notice without cause (as set out in the relevant employee's contract
of employment). We can terminate the employment of a casual employee without notice. For a summary of the key terms of employment of
each of our senior management, see "Item 6. Directors, Senior Management and Employees - B. Compensation - Service Agreements."  E.       Share
Ownership  Beneficial
Ownership of Senior Management and Directors  The
beneficial ownership of senior management and directors are set out in Item 7.A. 62
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 ITEM
                          7.MAJOR SHAREHOLDERS
                                            AND RELATED PARTY TRANSACTIONS  A.       Major
Shareholders  The
following table sets forth information regarding shares of our Ordinary Shares beneficially owned as of April 19, 2022 by: (i) each of
our directors; (ii) all the directors as a group; and (iii) each person known by us to beneficially own five percent or more of the outstanding
shares of our common stock.  Except
as otherwise indicated, based on information furnished by the owners, we believe that the beneficial owners listed below have sole voting
and investment power with respect to all Ordinary Shares shown as beneficially owned by them, subject to the information contained in
the footnotes to this table. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting
or investment power with respect to securities. Unless otherwise indicated, the address of the beneficial owner is c/o Integrated Media
Technology Limited at Suite 801, 8/F, Siu On Centre, 188 Lockhart Road, Wanchai, Hong Kong.  For
purposes of computing the percentage of outstanding Ordinary Shares held by each person or group of persons named above, any shares that
such person or group has the right to acquire within 60 days are deemed outstanding but are not deemed to be outstanding for purposes
of computing the percentage ownership of any other person or group. As of April 19, 2022, there were 14,753,331 outstanding shares.  Options
    Note
    Total
    Stock andOrdinary
    Exercisable
    Convertible
    Stock
    BasedName
    Shares
    Within
    60 Days
    Within
    60 Days
    Holdings
    %
    OwnershipXiaodong Zhang(1)(4)
    354,478
    -
    -
    354,478
    2.1%Jing Zhuo(1)
    -
    -
    -
    -
    -Dr.
    Heming Cui
    -
    -
    -
    -
    -Hui Zhong (2)
    -
    -
    -
    -
    -Dan Li (3)
    -
    -
    -
    -
    -All
    directors as a group (5 persons)
    354,478
    -
    -
    354,478
    2.1%Xinhaixin International Holdings
    Limited (5)
    1,685,000
    -
    -
    1,685,000
    9.97%  Notes:  (1)Appointed
                                            as a director of the Company on July 19, 2021.  (2)Appointed
                                            as a director of the Company on August 3, 2021.  (3)
Appointed as a director of the Company on August 31, 2021.  (4)
Kingzhongming International Holdings Limited, a company incorporated in the British Virgin Islands, is a company wholly owned and controlled
by our director Xiaodong Zhang. (5)
Xinhaixin International Holdings Limited, a company incorporated in the British Virgin Islands, is a company wholly owned and controlled
by Mr. Yongquan Bi.   B.       Related
Party Transactions  The
following related party transactions, other than employment matters and indemnification agreements between our directors and executive
officers on the one hand and IMTE on the other, occurred during the years ended December 31, 2021, 2020 and 2019.  For
the year ended December 31, 2021  During
the year, the Group had the following related party transactions:  a)Company
                                            secretarial and consulting service fees for the services of our executives totalling A$787,618
                                            to entities controlled by former CFO and Company Secretary, Mr. Cecil Ho.  b)On
                                            February 5, 2021, CIMC Marketing Pty Limited, a subsidiary of the Company, acquired 500 million
                                            shares for A$500,000 (approximately US$381,000) representing approximately 15% of the then
                                            equity interest in Oakridge International Limited (formerly Xped Limited) ("Oakridge").
                                            Mr. Con Unerkov, the then Chairman and Chief Executive Officer of the Company, was also the
                                            Chairman and Chief Executive Officer of Oakridge. Mr. Cecil Ho, the Chief Financial Officer
                                            of the Company, was also the then Chief Financial Officer of Oakridge until March 10, 2021. 63
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 For
the year ended December 31, 2020  During
the year, the Group had the following related party transactions:  a)Purchase
                                            of products and payment of services fees of A$29,794 and A$67,187 respectively from Marvel
                                            Digital Productions Limited, an entity controlled over by former director, Dr. Herbert Ying
                                            Chiu Lee;  b)Purchase
                                            of products of A$274,417 from Integration Multimedia Techno., an entity controlled by Mr.
                                            Zhang Wuhua, a
former director;  c)Sales
                                            of products of A$8,490 to Marvel Digital Productions Limited, an entity controlled over by
                                            former director, Dr. Herbert
Ying Chiu Lee;  d)Sales
                                            of products of A$315,034 to SWIS Co., Limited, a subsidiary of our substantial shareholder;  e)Service
                                            fee paid of A$21,812 to Marvel Research Limited, an entity controlled over by former director,
                                            Dr. Herbert Ying
Chiu Lee Lee;  f)Service
                                            fee paid of A$193,972 to Marvel Digital Group Limited, an entity controlled over by former
                                            director, Dr. Herbert
Ying Chiu Lee;  g)Company
                                            secretarial and service fees paid of A$607,659 to Asset Union Limited, an entity controlled
                                            by Company Secretary,
Mr. Cecil Ho.  For
the year ended December 31, 2019  During
the year, the Group had the following related party transactions:  a)Purchase of products of
                                                                                                                                                   A$523,650 from related parties;  b)Service fees paid of A$571,519 to related parties;  c)Interest income of A$115,678 by the ultimate holding company;  d)Company secretarial and service fees paid of A$563,196 to related parties;  e)the Group incurred expenditure of A$40,000 (excluding GST) to BDO Administration (SA) Pty Ltd in respect to company secretarial and taxation
services. George Yatzis, Company Secretary of IMTE is a director of BDO Administration (SA) Pty Ltd;  f)the unsecured bank overdraft and bank borrowings are personally guaranteed by our former director, Dr. Herbert Ying Chiu LEE. No charge
has been requested for this guarantee.  C.       Interests
of Experts and Counsel Not
applicable. 64
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 ITEM
                          8.FINANCIAL
                                            INFORMATION  A.       Consolidated
Statements and Other Financial Information Our
audited consolidated financial statements for the fiscal year ending December 31, 2021 are included in Item 18 of this Annual Report
on Form 20-F. Legal
Proceedings We
are not involved in any significant legal, arbitration or governmental proceedings. We are not aware of any pending significant legal,
arbitration or governmental proceedings with respect to IMTE. Dividend
Distribution Policy We
have never paid cash dividends to our shareholders. We intend to retain future earnings for use in our business and do not anticipate
paying cash dividends on our Ordinary Shares in the foreseeable future. Any future dividend policy will be determined by the Board of
Directors and will be based upon various factors, including our results of operations, financial condition, current and anticipated cash
needs, future prospects, contractual restrictions and other factors as the Board of Directors may deem relevant.  B.       Significant
Changes  No
significant changes occurred since the date of the annual financial statements.  ITEM
                          9.THE
                                            OFFER AND LISTING  A.       Offer
and Listing Details  NASDAQ
Capital Markets  Our
Ordinary Shares have traded on the NASDAQ Capital Markets since August 4, 2017.  Australian
Securities Exchange  Our
Ordinary Shares have traded on the ASX since our initial public offering on February 22, 2013 to our delisting from the ASX on June 15,
2018.  B.       Plan
of Distribution  Not
applicable.  C.       Markets  Our
Ordinary Shares are listed and traded on the NASDAQ Capital Market and was traded on the Australian Securities Exchange Ltd., or ASX
from February 2013 to June 15, 2018 when it was delisted from the ASX.  D.       Selling
Shareholders  Not
applicable.  E.       Dilution  Not
applicable.  F.       Expenses
of the Issue  Not
applicable. 65
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 ITEM
                          10.ADDITIONAL
                                            INFORMATION  A.       Share
Capital  As
at the date of this Annual Report, there is no concept of authorized share capital and par value for companies incorporated in Australia.
The Company can issue unlimited number of Common Stock without par value. The Company only has one class of Ordinary Shares.  As
at December 31, 2019, we had 3,377,386 Common Stock issued, outstanding and fully paid.  On
February 20, 2020 the Company completed a Securities Purchase Agreement ("SPA") and issued 158,730 Ordinary Shares at
a share price of US$6.30 per share for a total subscription proceeds of US$1,000,000.  On
May 12, 2020, the Company issued 126,984 Ordinary Shares as a result of the exercise of warrants (as describe more fully under Warrants
below) issued under the SPA above. The warrants were exercised by means of a cashless exercise pursuant to conditions in the form of
warrant.  On
May 18, 2020, the Company issued 126,984 Ordinary Shares as a result of the exercise of warrants (the "Warrants") pursuant
to Securities Purchase Agreement entered into on February 20, 2020. The Warrants were exercised by means of a cashless exercise pursuant
to conditions in the form of warrant.  On
July 28, 2020, the Company issued 700,000 Ordinary Shares at a share price of US$3.00 per share for the conversion of debt pursuant to
debt conversion agreement dated July 25, 2020.  On
September 15, 2020, the Company issued 450,000 Ordinary Shares at a share price of US$3.00 per share to raise US$1,350,000 for working
capital.  On
September 15, 2020, the Company issued 4,471 Ordinary Shares at a share price of US$3.81 per share for the provision of IT development
services.  On
September 17, 2020, the Company issued 500,000 Ordinary Shares at a share price of US$3.00 per share to acquire 51% interest in Sunup
Holdings Limited.  On
October 6, 2020, the Company issued 241,667 Ordinary Shares as a result of the conversion of convertible promissory note of US$725,000.  On
October 6, 2020, the Company and its subsidiaries settled the interest accrued of A$174,811 by issuing 46,741 shares to the Noteholder
of Convertible Promissory Note dated January 20, 2020.  On
December 2, 2020, the Company issued 600,000 Ordinary Shares at a share price of US$3.00 per share to raise US$1,800,000 for working
capital.  On
December 21, 2020, the Company entered into a placement agreement selling 307,692 shares in the Company at a price of US$3.25 per
share raising US$1.0 million.  On
December 21, 2020, the Company completed the US$1.65 million convertible debt agreement. The Convertible Note is without interest, matures
in 2 years from the date of the Convertible Note and is convertible into ordinary share of the Company at a conversion price of US$3.25
for the period from 2 months after the issuance of the Convertible Note to its maturity.  On
February 2, 2021, the Company issued 17,744 Ordinary Shares at a share price of US$3.6125 per share for a total subscription amount of
US$64,100 (A$84,106) for the performance remuneration.  On
February 5, 2021, the Company issued 2,768 Ordinary Shares at a share price of US$3.6125 per share for a total subscription amount of
US$10,000 (A$13,176) for the performance remuneration.  On
February 22, 2021, the Company issued 625,000 Ordinary Shares at a share price of US$4.00 per share to raise US$2,500,000 (A$3,162,500)
for working capital.  On
March 4, 2021, the Company entered into subscription agreements in a private placement with twelve investors outside the United States
to subscribe a total of 573,350 shares in the Company at a price of US$4.00 per share for total proceeds of US$2,293,400 (approximately
A$2,964,220). The use of the proceeds is to build out manufacturing infrastructure and working capital. 66
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 On
March 23, 2021, the Company issued 708,000 Ordinary Shares at a price of US$6.50 per share to raise US$4,602,000 (approximately
A$6,046,320) for developing its current businesses, corporate expenditures and general corporate purposes.  On
July 6, 2021, the Company entered into three Securities Purchase Agreements ("SPA") with three accredited investors ("Investors")
for the total sale of 888,887 Ordinary Shares of, no par value, of the Company ("Ordinary Shares") at a price of US$3.15 per
share (the "Cash Offerings"). The Cash Offerings generated net cash proceeds of approximately US$2,765,000 (approximately A$3,846,261) after deducting
estimated expenses in connection with the offering. The Company intends to use the net cash proceeds for the purchase of equipment for
the Company's electronic glass business and working capital.  On
January 3, 2022, the Company entered into convertible note purchase agreements with 8 individual investors outside the United States
raising a total of US$10 million by the issuance of US$10 million convertible notes ("Note"). The Note bears interests at 6%
per annum maturing in 2 years from the date of issuance of the Note. The holder of the Note has the right to convert the principal amount
to shares in the Company at a fixed conversion price of US$3.12 per share, subject to adjustment, over the term of the Note. Under the
Note, the holder of the Note cannot convert the shares in the Company if such conversion would take the noteholder over 4.99% shareholding
in the Company. On the same date, the notes were converted and a total of 3,205,128 shares were issued.  On
January 19, 2022, the Company issued a total of 664,871 Ordinary Shares as a result of the conversion of convertible promissory note
of HK$14,000,000 issued on January 20, 2020.  In
March 2022, the Company approved the issuance of 698,888 shares at a price of US$4.50 per share for a total raise of about US$3.14 million.
The Company intends to use the net cash proceeds for the purchase of equipment for the expansion of the lamination plant in USA, air
filter operation, investment in new projects and working capital.  In
April 2022, the Company issued a total of 507,692 Ordinary Shares as a result of the conversion of convertible promissory note of US$1,650,000
by Nextglass Technologies Corp.  Warrants  On
February 20, 2020 the Company entered into a SPA for the sale of 158,730 Ordinary Shares of the Company and warrants ("Warrants")
to purchase up to 126,984 Ordinary Shares. The Warrants were exercisable for the period of 12 months from the date of issuance, at an
exercise price of US$10.50 per Share. If the VWAP of the Company's Ordinary Shares on the trading day immediately prior to the exercise
date is less than US$10.50, then the Warrants may be exercised at such time by means of a cashless exercise where each Warrant exercised
would receive one Share without any cash payment to the Company.  On May 12, 2020, all the Warrants were exercised by means of a
cashless exercise  On
January 3, 2022 in connection with the sale of the convertible note, the Company issued to the noteholders warrants to purchase up to
2,139,032 shares raising an additional US$8 million if all the warrants are exercised. The warrants are for a term of 2 years from the
date of the convertible notes and can be exercised at US$3.74 for each share. Under the warrant agreement, the warrant holder cannot
exercise the warrant to subscribe for shares in the Company if such exercise would take the warrant holder over 4.99% shareholding in
the Company. The Company intends to use the net cash proceeds for supporting the acquisition and building out of manufacturing infrastructure
and working capital of the Company.  Options  The
Company had no employee share options outstanding as of December 31, 2021.  2020
Employee Share Option Plan  In
August 2020, an Employee Share Option Plan ("2020 ESOP") was approved and established by the board. The 2020 ESOP is available
to employee, consultants and eligible persons (as the case may be) of the Company as the board may in its discretion determine. The total
number of the shares which may be offered by the Company under the 2020 ESOP shall not at any time exceed 5% of the Company's total issued
shares when aggregated with the number of shares issued or that may be issued as a result of offers made at any time during the previous
3-year period. The shares are to be issued at a price determined by the board. The options are to be issued for no consideration. The
exercise price, duration and other relevant terms of an option is to be determined by the board at its sole discretion.  In
September 2020, the Company, subject to shareholders' approval, granted options to subscribe up to 261,000 Ordinary Shares for employees,
directors and consultants under the 2020 ESOP. This term of the option is two years and have vesting period of the option holder over
two years vesting period. The exercise prices will range from US$3.50 to US$3.70 per share. Each option when exercised will entitle the
option holder to one ordinary share in the Company. Options will be able to be exercisable on or before an expiry date, will not carry
any voting or dividend rights and will not be transferable except on death of the option holder. In September 2021 these options and
the 2020 ESOP were cancelled by the Board. 67
 Table of Contents
 2021
Employee Share Option Plan  In
December 2021, the Company approved a new Employee Share Option Plan ("2021 ESOP"). The 2021 ESOP is available to employee,
consultants, and eligible persons (as the case may be) of the Company [upon determined by the Remuneration Committee or other body/ person
as determined by the Board] and at the absolute discretion of the Board. The 2021 ESOP is valid for 10 years term. The shares are to
be issued at a price determined by the Board. The options are to be issued for no consideration. The exercise price and other relevant
terms of an option is to determine by the Board at its sole discretion. The total number of the shares which may be offered by the Company
under the ESOP shall not at any time exceed 20% of the Company's total issued shares when aggregated with the number of shares issued
or that may be issued as a result of offers made at any time during the previous 3-year period, the limit imposed under the Australian
Securities and Investments Commission Class Order 14/1001.  B.       Memorandum
and Articles of Association  A
summary of our Constitution is incorporated by reference to our registration statement on Form 20-F filed on July 21, 2017.  C.       Material
Contracts  Except
for contracts entered into in the ordinary course of business, the only contracts entered into by IMTE within two years immediately preceding
this annual report that are still in effect, which may be regarded as material are as follows:  Subscription
Agreement for 60% Equity interests in World Integrated Supply Ecosystem Sdn Bhd. ("WISE")  On
January 20, 2022, the Company entered into a subscription agreement for 60% equity interests in World Integrated Supply Ecosystem
Sdn Bhd. ("WISE"), a Malaysia company engaged in the business of the provision of halal certification to qualified
businesses/operations, the establishment halal products supply chain, and sale of halal products. WISE will be providing halal
certification working with the JAKIM, a department of the Malaysia government mandated to conduct and manage the halal certification
process. WISE is working towards being appointed by JAKIM Malaysia as an accredited certification body to conduct the auditing
process and certify product application. WISE will also work with other certification bodies worldwide that have been accredited by
JAKIM, thereby extending our reach to the global markets.  Assumption
and Assignment Agreement between IMTE and Joint Investment Limited dated December 29, 2021 for IMTE to subscribe up to 60% in Ace
Corporation Limited  On
December 29, 2021, the Company entered into an Assignment and Assumption Agreement to take over the rights and obligation on a
Cooperation Agreement on developing a Blockchain business focusing on digital asset market platform mainly focusing on NFT
(Non-Fungible Token) trading market. Under the Cooperation Agreement, the Company shall invest up to US$1 million for 60% equity
interests in Ace Corporation Limited to develop, establish, and operate a trading marketplace platform called "Ouction" at
www.ouction.io. Ouction platform will be an interactive experiencing solution designed with dynamic image cryptographic verification
technology which will serve as a bridge for O2O (Online to Offline) transaction. This will enable the Ouction platform to not only
verify virtual asset transactions, but also provide encryption and Blockchain notarized digital certificates of physical assets for
a fairer and more credible platform trading experience to e-commerce companies and their users. Ouction is expected to adopt
decentralized technologies in the fields of games, fintech, film & TV, culture, and e-commerce. Ouction also plans to develop
cross-industrial synergy and economic value from the new NFT marketplace it creates. Ouction's marketplace plans to be a niche
market in art, historical artifacts, photos and videos.  Debt
Conversion Agreement and Convertible Note with CIMB Limited ("CIMB") for a total of US$2,825,000  On
January 20, 2020, the Company entered into a convertible note purchase agreement (the "Purchase Agreement") with CIMB
Limited, an independent third party. Pursuant to the Purchase Agreement, CIMB will loan HK$14 million (about US$1.8 million) under a
convertible promissory note (the "Note") with a coupon rate of 10% per annum, maturing in two years from the date of the
Purchase Agreement. Interest is payable in cash on a quarterly basis, with the first payment due by March 31, 2020. The Company, at
its sole option, may pay interest in Ordinary Shares based on 75% of the average of the closing prices of its Ordinary Shares for
the five trading days prior to each end-of-quarter interest due date. The holder of the Note has the right to convert the principal
and accrued interest to Ordinary Shares of the Company at a conversion price of US$5.00 per share over the term of the Note. The
conversion price is subject to downward adjustment if the Company sells Ordinary Shares below the conversion price within 12 months
after the date of the Purchase Agreement. Both the Company and the holder may request prepayment of the Note at any time without
penalty after the Company receives financing of a minimum of US$4 million. The holder of the Note is also entitled to piggyback
registration rights.  On
February 11, 2020, the Company and the holder of the Note entered into a supplement agreement to the Purchase Agreement to limit the
total number of Ordinary Shares of the Company issuable upon conversion of the Note to no more than 19.99% of the total issued and outstanding
Ordinary Shares of the Company as of the date of Purchase Agreement. The supplement agreement further provides that the conversion price
shall, in no event, be less than US$1.50 per share, subject to regulatory or shareholder approval.  On
January 19, 2022, the noteholder converted this Note and 664,871 shares in the Company was issued. 68
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 US$3
million funding with Nextglass Technologies Corp ("Nextglass")  On
August 6, 2020, the Company entered into two agreements with Nextglass, an independent third party, to raise a total of US$3,000,000.
The first agreement is a placement of 450,000 shares at a share price of US$3.00 per share to raise US$1,350,000. The second agreement
is a Convertible Note Purchase Agreement (the "Purchase Agreement"), which Nextglass will invest US$1,650,000 under a convertible
note (the "Note") without interest, maturing in two years from the date of the Note. The holder of the Note or the Company
has the right to convert the principal into Ordinary Shares of the Company at a conversion price of US$3.25 per share over the term of
the Note. The conversion price is subject to downward adjustment and has a floor price of US$1.50 if the Company sells Ordinary Shares
below the conversion price within 12 months after the date of the Note. The Note cannot be prepaid. The holder of the Note is also entitled
to piggyback registration rights. Furthermore, there is a conversion limitation such that no conversion can be effected if after such
conversion Nextglass would own more than 19.99% equity interest in the Company.  In
April 2022, the noteholder converted this Note and 507,692 shares in the Company was issued.  Sale
and Purchase Agreements ("SP Agreements") to purchase a total of 51% interest in Sunup Holdings Limited ("Sunup").  On
August 6, 2020, IMTE entered into two conditional SP Agreements to buy 25.5% equity interest in Sunup from each of Nextglass and Teko
International Limited ("Teko") for US$750,000 each for a total consideration of US$1,500,000.  The
consideration paid was US$750,000 for each of Nextglass Technologies Corp ("Nextglass") and Teko, and each of them was issued
250,000 Ordinary Shares in IMTE (the "Consideration Shares") at US$3.00 per share. Under the SP Agreements, IMTE could also
pay a deferred consideration based on five times the annualized earnings for the two years following completion, less the initial consideration
of US$750,000.  For
the duration of the agreements and until the deferred consideration is determined, Nextglass and Teko have the right to purchase their
25.5% Sunup equity interest back from IMTE through the restitution of the Consideration Shares if IMTE and Sunup terminate the directors
and officers of Sunup without cause and without the consent of the Nextglass and Teko  Purchasing
Product Designs and Moulds for New Filter Design  On
December 21, 2020, Sunup, the Company's subsidiary entered into an assignment agreement to take up the rights to a Product Development
Agreement for two new air filters. The contract provides for Sunup to own the trademark and the right to use the product design and the
distribution right to sell the air filter products worldwide. The total investment costs for the product development is approximately
US$728,000 (South Korean Won 800 Million). 69
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 D.       Exchange
Controls  Australia
has largely abolished exchange controls on investment transactions. The Australian dollar is freely convertible into U.S. dollars. In
addition, there are currently no specific rules or limitations regarding the export from Australia of profits, dividends, capital or
similar funds belonging to foreign investors, except that certain payments to non-residents must be reported to the Australian Transaction
Reports and Analysis Centre, which monitors such transaction, and amounts on account of potential Australian tax liabilities which may
be required to be withheld unless a relevant taxation treaty can be shown to apply. Article 11.8 of the free trade agreement between
Australia and the US provides that all transfers relating to a covered investment is to be made freely and without delay into and out
of each territory. Such transfers include inter alia contributions to capital, including the initial contribution; profits, dividends,
capital gains and proceeds from the sale of all or any part of the covered investment or from the partial or complete liquidation of
the covered investment.  The
Foreign Acquisitions and Takeovers Act 1975  Under
Australian law, in certain circumstances foreign persons are prohibited from acquiring more than a limited percentage of the shares in
an Australian company without approval from the Australian Treasurer. These limitations are set forth in the Australian Foreign Acquisitions
and Takeovers Act, or the Takeovers Act.  Under
the Takeovers Act, as currently in effect, any foreign person, together with associates, or parties acting in concert, is prohibited
(without approval) from acquiring 20% or more of the shares in any company having total assets of A$252 million or more (or A$1,094 million
or more in case of private (non-government) U.S. investors). "Associates" is a broadly defined term under the Takeovers Act
and includes:  ●spouses,
                                            lineal ancestors and descendants, and siblings;  ●any
                                            person with whom the person is acting, or proposes to act, in concert;  ●partners,
                                            officers of companies, the company, employers and employees, and corporations;  ●their
                                            shareholders related through substantial shareholdings or voting power;  ●corporations
                                            whose directors are controlled by the person, or who control a person; and  ●associations
                                            between trustees and substantial beneficiaries of trust estates.  In
addition, a foreign person may not acquire shares in a company having total assets of A$252 million or more (or A$1,094 million or more
in case of private (non-government) U.S. investors) if, as a result of that acquisition, the total holdings of all foreign persons and
their associates will exceed 40% in aggregate without the approval of the Australian Treasurer. If the necessary approvals are not obtained,
the Treasurer may make an order requiring the acquirer to dispose of the shares it has acquired within a specified period of time. At
present, we do not have total assets of A$252million or more. At this time, our total assets do not exceed any of the above thresholds
and therefore no approval would be required from the Australian Treasurer. Nonetheless, should our total assets exceed the threshold
in the future, we will be mindful to monitor the holdings for foreign persons (together with the associates) to ensure that the thresholds
will not be exceeded without the Australian Treasurer's approval.  Each
foreign person seeking to acquire holdings in excess of the above caps (including their associates, as the case may be) would need to
complete an application form setting out the proposal and relevant particulars of the acquisition/shareholding. The Australian Treasurer
then has 30 days to consider the application and make a decision. However, the Australian Treasurer may extend the period by up to a
further 90 days by publishing an interim order. The Australian Treasurer has issued a guideline titled Australia's Foreign Investment
Policy which provides an outline of the policy. As for the risk associated with seeking approval, the policy provides that the Treasurer
will reject an application if it is contrary to the national interest.  If
the level of foreign ownership exceeds 40% at any time (or if one individual not ordinarily resident in Australia, a foreign corporation
or a foreign government holds at least 20%), we would be considered a foreign person under the Takeovers Act. In such event, we would
be required to obtain the approval of the Australian Treasurer for our company, together with our associates, to acquire (i) more
than 20% of an Australian company or business with assets totalling over A$252 million (or A$1,094 million if we were considered a private
US investor); or (ii) any direct or indirect ownership in certain real estate interests.  The
percentage of foreign ownership in our company would also be included in determining the foreign ownership of any Australian company
or business in which we may choose to invest. Since we have no current plans for any such investments or acquisitions and do not currently
own any relevant real estate interests, any such approvals required to be obtained by us as a foreign person under the Takeovers Act
will not affect our current or future ownership or lease of real estate interests in Australia. 70
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 Our
Constitution does not contain any additional limitations on a non-resident's right to hold or vote our securities. Australian
law requires the transfer of shares in our company to be made in writing. No stamp duty will be payable in Australia on the transfer
of Ordinary Shares quoted on the NASDAQ.  The
Financial Transactions Reports Act 1988  The
Financial Transactions Reports Act 1988 (Cth) is an act of the Parliament of the Commonwealth of Australia, designed to facilitate
the administration and enforcement of Australia's taxation laws. It provides for the reporting of certain financial transactions and
transfers, including the export or import of currency exceeding $10,000 to Australian Transaction Reports and Analysis Centre.  The
Income Tax Assessment Act of 1936 and the Income Tax Assessment Act of 1997 (collectively, the "Tax Act")  The
Income Tax Assessment Act 1936 (Cth) and the Income Tax Assessment Act 1997 (Cth) (collectively, the " Tax Act") is the principal law governing the imposition of Federal taxes in Australia (except goods and services tax and a number of
specific taxes such as fringe benefits tax).  Under
the Tax Act, in some circumstances overseas residents are obliged to pay income tax in Australia on income derived from Australian sources
or property.  E.       Taxation  The
following is a summary of the current tax laws of the U.S. (including the Internal Revenue Code of 1986, as amended, its legislative
history, existing and proposed regulations thereunder, published rulings and court decisions) and Australia as they relate to us and
our shareholders, including United States and other non-Australian shareholders. The summary is based upon laws and relevant interpretations
thereof in effect as of the date of this annual report, all of which are subject to change, possibly on a retroactive basis. The discussion
does not address any aspects of U.S. taxation other than federal income taxation or any aspects of Australian taxation other than federal
income taxation, inheritance taxation, stamp duty and goods and services tax.  Existing
and prospective holders of ordinary shares are advised to consult their own tax advisors with respect to the specific tax consequences
to them of the purchase, ownership and disposition of ordinary shares, including, in particular, the effect of any foreign, state or
local taxes.  Australian
Tax Consequences  Non-Australian
residents may be liable to pay Australian tax on income derived from Australian sources. One mechanism by which that tax is paid (for
non-residents who have no permanent establishment or fixed base in Australia or where the income is not connected with a permanent establishment
or fixed base) is known as withholding tax. Dividends paid by a resident Australian company to a resident of the United States of America
who is entitled to the benefits of the Australia/US double tax treaty and is beneficially entitled to the dividends are subject to withholding
tax at the rate of 15% to the extent the dividends are unfranked. The rate of withholding tax on dividends is normally 30%,
but since the United States has concluded a double tax treaty agreement with Australia, the rate is reduced to 15% where the benefits
of the treaty apply. It should be noted, however, that under Section 128B(3) of the Income Tax Assessment Act 1936 (Cth), to the extent
that dividends paid to non-residents have been franked (generally where a company pays tax itself), such dividends are exempt from withholding
tax. "Franked dividends" is the expression given to dividends when the profits out of which those dividends are paid have been
taxed at company level and such tax is allocated to the dividend. Accordingly, an Australian company paying fully franked dividends to
a non-resident is not required to deduct any withholding tax. Dividends on which withholding tax has been paid are generally not subject
to any further Australian tax. In other words, the withholding tax should represent the final Australian tax liability in relation to
those dividends.  The
pertinent provisions of the double tax treaty between Australia and the United States provide that dividends are primarily liable for
tax in the country of residence of the beneficial owner of the dividends. However, the source country, in this case Australia, may also
tax them, but in such case the tax will be limited to 15% if the benefits of the treaty apply. Where the beneficial owner is a United
States resident corporation that directly holds at least 10% of the voting power in us, the tax will be limited to 5%. The 15% limit
does not apply to dividends derived by a resident of the United States of America who has a permanent establishment or fixed base in
Australia, if the holding giving rise to the dividends is effectively connected with that establishment or base. Such dividends are taxed
on a net assessment basis as business income or independent personal services income as the case may be.  We
have not paid any cash dividends since our inception and we do not anticipate the payment of cash dividends in the foreseeable future.
See "Item 8.A. Financial Statements and Other Financial Information-Dividend Policy."  Capital
gains tax in Australia is payable on net assessable real gains over the period in which the shares have been held, that
is, the difference between the selling price and the total cost price calculated under Australian tax law. In some cases the cost
price may
be indexed for inflation, or, if the shares have been held for more than one year, certain taxpayers can, with respect to shares held
for more than one year, be eligible for a discount of up to 50% of the gross gain. Capital losses may be available to offset capital
gains. 71
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 Stamp
Duty  Any
transfer of shares through trading on the NASDAQ, whether by Australian residents or foreign residents, should not be subject to stamp
duty.  Australian
Death Duty  Australia
does not have estate or death duties. Generally, no capital gains tax liability is realized upon the inheritance of a deceased person's
shares. The disposal of inherited shares by beneficiaries, may, however, give rise to a capital gains tax liability.  Goods
and Services Tax  The
issue or transfer of shares will not incur Australian goods and services tax and does not require a stockholder to register for Australian
goods and services tax purposes.  U.S.
Federal Income Tax Considerations  The
following discussion summarizes the principal U.S. federal income tax considerations relating to the purchase, ownership and disposition
of our Ordinary Shares by a U.S. holder (as defined below) holding such shares as capital assets (generally, property held for investment).
This summary is based on the Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations, administrative pronouncements
of the U.S. Internal Revenue Service (the "IRS") and judicial decisions, all as in effect on the date hereof, and all of which
are subject to change (possibly with retroactive effect) and to differing interpretations. This summary does not describe any state,
local or non-U.S. tax law considerations, or any aspect of U.S. federal tax law other than income taxation; U.S. holders are urged to
consult their own tax advisors regarding such matters.  This
summary does not purport to address all material federal income tax consequences that may be relevant to a holder of ordinary shares
or warrants. This summary does not take into account the specific circumstances of any particular investors, some of which (such as tax-exempt
entities, banks or other financial institutions, insurance companies, broker-dealers, traders in securities that elect to use a mark-to-market
method of accounting for their securities holdings, regulated investment companies, real estate investment trusts, U.S. expatriates,
investors liable for the alternative minimum tax, partnerships and other pass-through entities, investors that own or are treated as
owning 10% or more of our voting stock, investors that hold the ordinary shares as part of a straddle, hedge, conversion or constructive
sale transaction or other integrated transaction, and U.S. holders whose functional currency is not the U.S. dollar) may be subject to
special tax rules. This discussion does not address U.S. federal tax laws other than those pertaining to U.S. federal income taxation
(such as estate or gift tax laws or the Medicare tax on investment income), nor does it address any aspects of U.S. state or local or
non-U.S. taxation.  As
used below, a "U.S. Holder" is a beneficial owner of an ordinary share that is, for U.S. federal income tax purposes, (i) a
citizen or resident alien individual of the United States, (ii) a corporation (or an entity taxable as a corporation) created or
organized under the law of the United States, any State thereof or the District of Columbia, (iii) an estate, the income of which
is subject to U.S. federal income tax without regard to its source, or (iv) a trust if (1) a court within the United States
is able to exercise primary supervision over the administration of the trust, and one or more U.S. persons have the authority to control
all substantial decisions of the trust, or (2) the trust has a valid election in effect under applicable U.S. Treasury Regulations
to be treated as a U.S. person. For purposes of this discussion, a "Non-U.S. Holder" is a beneficial owner of an ordinary share
or warrant that is (i) a non-resident alien individual, (ii) a corporation (or an entity taxable as a corporation) created
or organized in or under the law of a country other than the United States or a political subdivision thereof or (iii) an estate
or trust that is not a U.S. holder. This discussion does not address any aspect of U.S. federal gift or estate tax, or state, local or
non-U.S. tax laws. Additionally, the discussion does not consider the tax treatment of partnerships or other pass-through entities or
persons who hold ordinary shares through such entities. If a partnership (including for this purpose any entity treated as a partnership
for U.S. federal tax purposes) is a beneficial owner of ordinary shares or warrants, the U.S. federal tax treatment of a partner in the
partnership generally will depend on the status of the partner and the activities of the partnership. A holder of ordinary shares or
warrants that is a partnership and partners in that partnership are urged to consult their own tax advisers regarding the U.S. federal
income tax consequences of purchasing, holding and disposing of ordinary shares or warrants.  We
have not sought a ruling from the IRS or an opinion of counsel as to any U.S. federal income tax consequence described herein. The IRS
may disagree with the description herein, and its determination may be upheld by a court.  GIVEN
THE COMPLEXITY OF THE TAX LAWS AND BECAUSE THE TAX CONSEQUENCES TO ANY PARTICULAR INVESTOR MAY BE AFFECTED BY MATTERS NOT DISCUSSED
HEREIN, PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES OF THE ACQUISITION,
OWNERSHIP AND DISPOSITION OF ORDINARY SHARES, INCLUDING
THE APPLICABILITY AND EFFECT OF STATE, LOCAL AND NON-U.S. TAX LAWS, AS WELL AS U.S. FEDERAL TAX LAWS. 72
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 TO
ENSURE COMPLIANCE WITH REQUIREMENTS IMPOSED BY THE IRS UNDER TREASURY CIRCULAR 230, WE INFORM YOU THAT (1) ANY DISCUSSION OF
U.S. FEDERAL INCOME TAX ISSUES CONTAINED HEREIN (INCLUDING ANY ATTACHMENTS), UNLESS OTHERWISE SPECIFICALLY STATED, WAS NOT INTENDED OR
WRITTEN TO BE USED, AND CANNOT BE USED, FOR THE PURPOSE OF AVOIDING PENALTIES UNDER THE UNITED STATES INTERNAL REVENUE CODE, AND (2)
EACH U.S. HOLDER SHOULD SEEK ADVICE BASED UPON THEIR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.  Taxation
of Distributions  U.S.
Holders. In general, subject to the passive foreign investment company ("PFIC") rules discussed below, a distribution
on an ordinary share will constitute a dividend for U.S. federal income tax purposes to the extent that it is made from our current or
accumulated earnings and profits as determined under U.S. federal income tax principles. If a distribution exceeds the amount of our
current and accumulated earnings and profits, it will be treated as a non-taxable reduction of basis to the extent of the U.S. Holder's
tax basis in the ordinary share on which it is paid, and to the extent it exceeds that basis it will be treated as a capital gain. For
purposes of this discussion, the term "dividend" means a distribution that constitutes a dividend for U.S. federal income tax
purposes.  The
gross amount of any dividend on an ordinary share (which will include the amount of any Australian taxes withheld) generally will be
subject to U.S. federal income tax as foreign source dividend income and will not be eligible for the corporate dividends received deduction.
The amount of a dividend paid in Australian currency will be its value in U.S. dollars based on the prevailing spot market exchange rate
in effect on the day that the U.S. Holder receives the dividend, whether or not the dividend is converted into U.S. dollars. A U.S. holder
will have a tax basis in any distributed Australian currency equal to its U.S. dollar amount on the date of receipt, and any gain or
loss realized on a subsequent conversion or other disposition of the Australian currency generally will be treated as U.S. source ordinary
income or loss. If dividends paid in Australian currency are converted into U.S. dollars on the date they are received by a U.S. Holder,
the U.S. Holder generally should not be required to recognize foreign currency gain or loss in respect of the dividend income. U.S. Holders
are urged to consult their own tax advisers regarding the treatment of any foreign currency gain or loss if any Australian currency received
by the U.S. Holder is not converted into U.S. dollars on the date of receipt.  Subject
to certain exceptions for short-term and hedged positions, any dividend that a non-corporate holder receives on an ordinary share will
be subject to tax rate of 20% if the dividend is a "qualified dividend". A dividend on an ordinary share will be a qualified
dividend if (i) either (a) the ordinary shares are readily tradable on an established securities market in the U.S. or (b) we are
eligible for the benefits of a comprehensive income tax treaty with the U.S. that the U.S. Secretary of the Treasury determines is satisfactory
for purposes of these rules and that includes an exchange of information program, and (ii) we were not, in the year prior to the
year the dividend was paid, and are not, in the year the dividend is paid, a PFIC. The ordinary shares are listed on the NASDAQ Capital
Market, which should then qualify them as readily tradable on an established securities market in the United States. In any event, the
double tax treaty between Australia and the U.S. (the "Treaty") satisfies the requirements of clause (i)(b), and, although
the matter is not free from doubt, we believe that we should be a resident of Australia entitled to the benefits of the Treaty. However,
because the facts relating to our entitlement to the benefits of the Treaty can change over time, there can be no assurance that we will
be entitled to the benefits of the Treaty for any taxable year. As discussed above, qualified dividends do not include dividends paid
by a company which was a PFIC in the year prior to the year the dividend was paid, or in the year the dividend is paid. Based on our
audited financial statements and relevant market and shareholder data, we believe we were not a PFIC for U.S. federal income tax purposes
for our December 31, 2019 taxable year. Based on our audited consolidated financial statements and our current expectations regarding
the value and nature of our assets, the sources and nature of our income, and relevant market and shareholder data, we do not expect
that we could be classified as a PFIC for our December 31, 2019 taxable year. Given that the determination of PFIC status involves the
application of complex tax rules, and that it is based on the nature of our income and assets from time to time, no assurances can be
provided that we will not be considered a PFIC for any past or future taxable year. Moreover, as described in the section below entitled
"Passive Foreign Investment Company Rules," if we were a PFIC in a year while a U.S. Holder held an ordinary share, and if
the U.S. Holder has not made a qualified electing fund election effective for the first year the U.S. Holder held the ordinary share,
the ordinary share remains an interest in a PFIC for all future years or until such an election is made. The IRS takes the position that
that rule will apply for purposes of determining whether an ordinary share is an interest in a PFIC in the year a dividend is paid
or in the prior year, even if the Company does not satisfy the tests to be a PFIC in either of those years.  Even
if dividends on the ordinary shares would otherwise be eligible for qualified dividend treatment, in order to qualify for the reduced
qualified dividend tax rates, a non-corporate holder must hold the ordinary share on which a dividend is paid for more than 60 days during
the 120-day period beginning 60 days before the ex-dividend date, disregarding for this purpose any period during which the non-corporate
holder has an option to sell, is under a contractual obligation to sell or has made (and not closed) a short sale of substantially identical
stock or securities, is the grantor of an option to buy substantially identical stock or securities or, pursuant to Treasury regulations,
has diminished their risk of loss by holding one or more other positions with respect to substantially similar or related property. In
addition, to qualify for the reduced qualified dividend tax rates, the non-corporate holder must not be obligated to make related payments
with respect to positions in substantially similar or related property. Payments in lieu of dividends from short sales or other similar
transactions will not qualify for the reduced qualified dividend tax rates. A non-corporate holder that receives an extraordinary dividend
eligible for the reduced qualified dividend rates must treat any loss on the sale of the stock as a long-term capital loss to the extent
of the dividend. For purposes of determining the amount of a non-corporate holder's deductible investment interest expense, a dividend
is treated as investment income only if the non-corporate holder elects to treat the dividend as not eligible for the reduced qualified
dividend tax rates. Special limitations on foreign tax credits with respect to dividends subject to the reduced qualified dividend tax
rates apply to reflect the reduced rates of tax. 73
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 The
U.S. Treasury has announced its intention to promulgate rules pursuant to which non-corporate holders of stock of non-U.S. corporations,
and intermediaries though whom the stock is held, will be permitted to rely on certifications from issuers to establish that dividends
are treated as qualified dividends. Because those procedures have not yet been issued, it is not clear whether we will be able to comply
with them.  Non-corporate
holders of ordinary shares are urged to consult their own tax advisers regarding the availability of the reduced qualified dividend tax
rates in the light of their own particular circumstances.  Any
Australian withholding tax will be treated as a foreign income tax eligible for credit against a U.S. Holder's U.S. federal income tax
liability, subject to generally applicable limitations under U.S. federal income tax law. For purposes of computing those limitations
separately under current law for specific categories of income, a dividend generally will constitute foreign source "passive category
income" or, in the case of certain holders, "general category income". A U.S. Holder will be denied a foreign tax credit
with respect to Australian income tax withheld from dividends received with respect to the ordinary shares to the extent the U.S. Holder
has not held the ordinary shares for at least 16 days of the 30-day period beginning on the date which is 15 days before the ex-dividend
date or to the extent the U.S. Holder is under an obligation to make related payments with respect to substantially similar or related
property. Any days during which a U.S. Holder has substantially diminished its risk of loss on the ordinary shares are not counted toward
meeting the 16-day holding period required by the statute. The rules relating to the determination of the foreign tax credit are
complex, and U.S. Holders are urged to consult with their own tax advisers to determine whether and to what extent they will be entitled
to foreign tax credits as well as with respect to the determination of the foreign tax credit limitation. Alternatively, any Australian
withholding tax may be taken as a deduction against taxable income, provided the U.S. Holder takes a deduction and not a credit for all
foreign income taxes paid or accrued in the same taxable year. In general, special rules will apply to the calculation of foreign
tax credits in respect of dividend income that is subject to preferential rates of U.S. federal income tax.  Non-U.S.
Holders. A dividend paid to a Non-U.S. Holder on an ordinary share will not be subject to U.S. federal income tax unless the
dividend is effectively connected with the conduct of trade or business by the non-U.S. Holder within the United States (and is attributable
to a permanent establishment or fixed base the Non-U.S. Holder maintains in the United States if an applicable income tax treaty so requires
as a condition for the Non-U.S. Holder to be subject to U.S. taxation on a net income basis on income from the ordinary share). A Non-U.S.
Holder generally will be subject to tax on an effectively connected dividend in the same manner as a U.S. Holder. A corporate Non-U.S.
Holder may also be subject under certain circumstances to an additional "branch profits tax," the rate of which may be reduced
pursuant to an applicable income tax treaty.  Taxation
of Capital Gains  U.S.
Holders. Subject to the passive foreign investment company rules discussed below, on a sale or other taxable disposition
of an ordinary share, a U.S. Holder will recognize capital gain or loss in an amount equal to the difference between the U.S. Holder's
adjusted basis in the ordinary share and the amount realized on the sale or other disposition, each determined in U.S. dollars.  Such
capital gain or loss will be long-term capital gain or loss if at the time of the sale or other taxable disposition the ordinary share
has been held for more than one year. In general, any adjusted net capital gain of an individual is subject to a federal income tax rate
of 20%. Capital gains recognized by corporate U.S. Holders generally are subject to U.S. federal income tax at the same rate as ordinary
income. The deductibility of capital losses is subject to various limitations.  Any
gain a U.S. Holder recognizes generally will be U.S. source income for U.S. foreign tax credit purposes, and, subject to certain exceptions,
any loss will generally be a U.S. source loss. If an Australian tax is withheld on a sale or other disposition of an ordinary share,
the amount realized will include the gross amount of the proceeds of that sale or disposition before deduction of the Australian tax.
The generally applicable limitations under U.S. federal income tax law on crediting foreign income taxes may preclude a U.S. Holder from
obtaining a foreign tax credit for any Australian tax withheld on a sale of an ordinary share. The rules relating to the determination
of the foreign tax credit are complex, and U.S. Holders are urged to consult with their own tax advisers regarding the application of
such rules. Alternatively, any Australian withholding tax may be taken as a deduction against taxable income, provided the U.S. Holder
takes a deduction and not a credit for all foreign income taxes paid or accrued in the same taxable year. 74
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 Non-U.S.
Holders. A Non-U.S. Holder will not be subject to U.S. federal income tax on a gain recognized on a sale or other disposition
of an ordinary share unless (i) the gain is effectively connected with the conduct of a trade or business by the Non-U.S. Holder
within the United States (and is attributable to a permanent establishment or fixed base that the Non-U.S. Holder maintains in the United
States if an applicable income tax treaty so requires as a condition for the Non-U.S. Holder to be subject to U.S. taxation on a net
income basis on income from the ordinary share), or (ii) in the case of a Non-U.S. Holder who is an individual, the Non-U.S. Holder
is present in the United States for 183 or more days in the taxable year of the sale or other disposition and certain other conditions
apply. Any effectively connected gain of a corporate Non-U.S. Holder may also be subject under certain circumstances to an additional
"branch profits tax", the rate of which may be reduced pursuant to an applicable income tax treaty.  Passive
Foreign Investment Company Rules  A
special set of U.S. federal income tax rules applies to a foreign corporation that is a PFIC for U.S. federal income tax purposes. As
noted above, based on our audited consolidated financial statements and relevant market and shareholder data, we believe we were not
a PFIC for U.S. federal income tax purposes for our December 31, 2020 taxable year. Moreover, given that the determination of PFIC status
involves the application of complex tax rules, and that it is based on the nature of our income and assets from time to time, no assurances
can be provided that we will be considered a PFIC for any future taxable year.  In
general, a foreign corporation is a PFIC if at least 75% of its gross income for the taxable year is passive income or if at least 50%
of its assets for the taxable year produce passive income or are held for the production of passive income. In general, passive income
for this purpose means, with certain designated exceptions, dividends, interest, rents, royalties (other than certain rents and royalties
derived in the active conduct of trade or business), annuities, net gains from dispositions of certain assets, net foreign currency gains,
income equivalent to interest, income from notional principal contracts and payments in lieu of dividends. The determination of whether
a foreign corporation is a PFIC is a factual determination made annually and is therefore subject to change. Subject to exceptions pursuant
to certain elections that generally require the payment of tax, once stock in a foreign corporation is classified as stock in a PFIC
in the hands of a particular shareholder that is a U.S. person, it remains stock in a PFIC in the hands of that shareholder.  Unfavorable
tax consequences for a U.S. Holder can occur if we are treated as a PFIC for any year while a U.S. Holder owns ordinary shares. Certain
of these tax consequences can be mitigated with respect to a U.S. Holder's ordinary shares (but not a U.S. Holder's warrants) if the
U.S. Holder makes, or has made, a timely qualified electing fund election or election to mark to market the holder's ordinary shares,
and such election is in effect for the first taxable year during which the U.S. Holder owns ordinary shares that we are a PFIC. If we
are treated as a PFIC, and neither election is made, then contrary to the tax consequences described in "U.S. Federal Income Tax
Considerations-Taxation of Distributions" and "U.S. Federal Income Tax Considerations-Taxation of Capital Gains" above,
in any year in which the U.S. Holder either disposes of an ordinary share at a gain or receives one or more "excess distributions"
in respect of our Ordinary Shares, special rules apply to the taxation of the gain or the excess distributions. For purposes of
these rules, a U.S. Holder will be treated as receiving an "excess distribution" to the extent that actual or constructive
distributions received in the current taxable year exceed 125% of the average distributions (whether actual or constructive and whether
or not out of earnings and profits) received by such U.S. Holder in respect of our Ordinary Shares during the three preceding years or,
if shorter, the U.S. Holder's holding period. A disposition of an ordinary share, for purposes of these rules, includes many transactions
on which gain or loss is not realized under general U.S. federal income tax rules (but generally should not include the exercise
of a warrant, as discussed below). The gain or the excess distributions must be allocated ratably to each day the U.S. Holder has held
the ordinary share, as the case may be. Amounts allocated to each year are taxable as ordinary income in their entirety (and are not
eligible for the reduced qualified dividend rates) and not as capital gain, and amounts allocable to prior years may not be offset by
any deductions or losses. Amounts allocated to each such prior year are taxable at the highest rate in effect for that year and are subject
to an interest charge at the rates applicable to deficiencies for income tax for those periods. In addition, a U.S. Holder's tax basis
in an ordinary share that is acquired from a decedent would not receive a step-up to fair market value as of the date of the decedent's
death but instead would be equal to the decedent's basis, if lower.  The
special PFIC rules described above will not apply to a U.S. Holder's ordinary shares if the U.S. Holder makes a timely election,
which remains in effect, to treat us as a qualified electing fund, or QEF, for the first taxable year in which the U.S. Holder owns an
ordinary share and in which we are classified as a PFIC, provided that we comply with certain reporting requirements. Instead, a U.S.
Holder that has made a QEF election is required for each taxable year to include in income a pro rata share of our ordinary earnings
as ordinary income and a pro rata share of its net capital gain as long-term capital gain, subject to a separate election to defer payment
of taxes, which deferral is subject to an interest charge. In order for such a QEF election to be valid, we must provide U.S. Holders
either (1) a statement showing such U.S. Holder's pro rata share of our ordinary earnings and net capital gain (calculated for U.S.
tax purposes) for the Company's taxable year, (2) sufficient information to enable the U.S. Holder to calculate its pro rata share
for such year, or (3) a statement that the Company has permitted the U.S. Holder to inspect and copy its permanent books of account,
records, and such other documents as may be maintained by us that are necessary to establish that PFIC ordinary earnings and net capital
gain are computed in accordance with U.S. income tax principles. We have not yet determined whether, in years in which we are classified
as a PFIC, we will make the computations necessary to supply U.S. Holders with the information needed to report income and gain pursuant
to a QEF election. It is, therefore, possible that U.S. Holders would not be able to make or retain that election in any year we are
a PFIC. The QEF election is made on a shareholder-by-shareholder basis and once made, can only be revoked with the consent of the IRS.
A U.S. Holder generally makes a QEF election by attaching a completed IRS Form 8621 (Return by a Shareholder of a Passive Foreign
Investment Company or Qualified Electing Fund), including the information provided in a PFIC annual information statement, to a timely
filed U.S. federal income tax return for the tax year to which the election relates. Retroactive QEF elections may only be made by filing
a protective statement with such return or with the consent of the IRS. A U.S. Holder may make a separate election to defer the payment
of taxes on undistributed income inclusions under the QEF rules, but if deferred, any such taxes will be subject to an interest charge. 75
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 If
a U.S. Holder has elected the application of the QEF rules to the U.S. Holder's ordinary shares, and the special tax and interest charge
rules described in the second preceding paragraph do not apply to such shares (because of a timely QEF election for the first tax year
of the U.S. Holder's holding period for such shares, or, as described below, a purge of the PFIC taint pursuant to a special purging
election), any gain realized on the disposition of an ordinary share generally will be taxable as capital gain and no interest charge
will be imposed. As discussed above, U.S. Holders of a QEF are currently taxed on their pro rata shares of the QEF's earnings and profits,
whether or not distributed. In such case, a subsequent distribution of such earnings and profits that were previously included in income
generally will not be taxable as a dividend. The tax basis of a U.S. Holder's shares in a QEF will be increased by amounts that are included
in income, and decreased by amounts distributed but not taxed as dividends, under the above rules. Similar basis adjustments apply to
property if by reason of holding such property the U.S. Holder is treated under applicable attribution rules as owning shares in
a QEF.  If
a QEF election is not made for the first taxable year in which the U.S. Holder owns an ordinary share and in which we are a PFIC,
certain elections can be made while we continue to satisfy the definition of a PFIC that, combined with a QEF election, can cause
the QEF election to be treated as having been made for that first taxable year. Those elections may require the electing shareholder
to recognize gain on a constructive sale or to be taxable on the shareholder's share of certain undistributed profits of the foreign
corporation. If gain or income is recognized pursuant to one of those elections, the special PFIC rules set forth in the fourth
preceding paragraph would apply to that gain or income. Even if a QEF election ceases to apply because in a later taxable year we
cease to satisfy the tests to be a PFIC, the QEF election will apply again in any subsequent year in which the Company again
satisfies the tests to be a PFIC. Moreover, if a U.S. Holder sells all of the ordinary Shares they own and later reacquires other
ordinary shares, any QEF election the U.S. Holder has made that remains in effect will apply to the ordinary shares acquired later.
The applicable Treasury regulations provide that the Commissioner of the IRS has the discretion to invalidate or terminate a QEF
election if the U.S. Holder or we, or an intermediary, fails to satisfy the requirements for the QEF election.  The
special PFIC rules described in the fourth preceding paragraph will not apply to a U.S. Holder's ordinary shares if the U.S. Holder
elects to mark the U.S. Holder's ordinary shares to market each year, provided that the ordinary shares are considered
"marketable stock" within the meaning of the applicable Treasury regulations. A U.S. Holder that makes this election will
recognize as ordinary income or loss each year an amount equal to the difference, if any, as of the close of the taxable year
between the fair market value of the U.S. Holder's ordinary shares and the U.S. Holder's adjusted tax basis in the ordinary shares.
Losses would be allowed only to the extent of net mark-to-market gain previously included in income by the U.S. Holder under the
election for prior taxable years, reduced by losses allowed in prior taxable years. If the mark-to-market election were made, then
the special PFIC rules set forth in the fourth preceding paragraph would not apply for periods covered by the election. In general,
the ordinary shares will be marketable stock within the meaning of the applicable Treasury regulations if they are traded, other
than in de minimis quantities, on at least 15 days during each calendar quarter on a "qualified exchange or other market"
within the meaning of the applicable Treasury regulations and certain other requirements are met. The Australian Securities Exchange
is a qualified exchange within the meaning of the applicable Treasury regulations. Thus, the ordinary shares should be
"marketable stock" within the meaning of the applicable Treasury regulations. If a U.S. Holder makes a mark-to-market
election, but does not make that election for the first taxable year in which the U.S. Holder owns an ordinary share and in which
the Company is classified as a PFIC, and if the U.S. Holder had not made a QEF election for that first such taxable year, the
rules set forth in the fourth preceding paragraph will apply to any distributions on an ordinary share in the year of the
mark-to-market election, to any gain recognized on an actual sale of an ordinary share in that year, and to any gain recognized in
that year pursuant to the mark-to-market election. The mark-to-market rules generally continue to apply to a U.S. Holder who
makes the mark-to-market election, even in years we do not satisfy the tests to be a PFIC. A
U.S. Holder who owns ordinary shares during a year in which we are classified as a PFIC generally will remain subject to the rules set
forth in the fifth preceding paragraph for all taxable years if the U.S. Holder has not made a QEF election or a mark-to-market election
for the first taxable year in which the U.S. Holder owns an ordinary share and in which we are classified as a PFIC. In that event, those
rules will apply to any gains on dispositions of ordinary shares and to any "excess distributions." It is, however,
possible for a U.S. Holder to avoid this "once a PFIC, always a PFIC" result by electing to treat all of the U.S. Holder's
ordinary shares as sold for their fair market value as of the last day of the last taxable year we satisfy the tests to be a PFIC, provided
the statute of limitations has not run for that year. If a gain is recognized on that constructive sale, the rules set forth in
the fifth preceding paragraph would apply to that gain. 76
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 If
we are classified as a PFIC for a taxable year, and, at any time during such taxable year, have a non-U.S. subsidiary that is classified
as a PFIC, U.S. Holders generally would be deemed to own a portion of the shares of such lower-tier PFIC, and generally could incur liability
for the deferred tax and interest charge described in the sixth preceding paragraph, if we receive a distribution from, or dispose of
all or part of its interest in, the lower-tier PFIC. We have not yet determined whether, if we are classified as a PFIC, we would make
the computations necessary to supply U.S. Holders with the information needed to make or maintain a QEF election with respect to the
lower-tier PFIC. It is, therefore, possible that U.S. Holders would not be able to make or retain that election in any taxable year that
we are classified as a PFIC and has a non-U.S. subsidiary that is also classified as a PFIC. U.S. Holders are urged to consult their
own tax advisors regarding the tax issues raised by lower-tier PFICs.  A
dividend from a foreign corporation that otherwise would qualify for reduced qualified dividend rates does not qualify for that rate
if the foreign corporation is a PFIC in either the taxable year of the dividend or the preceding taxable year. A
U.S. Holder who owns (or is deemed to own) shares in a PFIC during any taxable year, such U.S. Holder may have to file an IRS Form 8621
(whether or not a QEF or mark-to-market election is made).  GIVEN
THE COMPLEXITIES OF THE PFIC RULES AND THEIR POTENTIALLY ADVERSE TAX CONSEQUENCES, U.S. HOLDERS OF ORDINARY SHARES ARE URGED TO CONSULT
THEIR TAX ADVISERS ABOUT THE PFIC RULES, INCLUDING THE CONSEQUENCES TO THEM OF MAKING A QEF ELECTION OR A MARK-TO-MARKET ELECTION WITH
RESPECT TO THE ORDINARY SHARES IN THE EVENT THAT THE COMPANY QUALIFIES AS A PFIC FOR ANY TAXABLE YEAR.  Information
Reporting and Backup Withholding  U.S.
Holders.Dividends paid on, and proceeds from the sale or other disposition of, an ordinary share generally may be subject
to information reporting requirements and may be subject to backup withholding at the rate of 28% unless a U.S. Holder provides an accurate
taxpayer identification number or otherwise demonstrates that they are exempt. The amount of any backup withholding collected from a
payment to a U.S. Holder will be allowed as a credit against the U.S. Holder's U.S. federal income tax liability and may entitle the
U.S. Holder to a refund, provided that certain required information is submitted to the Internal Revenue Service. Under U.S. federal
income tax law and U.S. Treasury Regulations, certain categories of U.S. holders must file information returns with respect to their
investment in, or involvement in, a foreign corporation. U.S. holders are urged to consult with their own tax advisors concerning such
reporting requirements.  Non-U.S.
Holders.Non-U.S. Holders generally will be exempt from these information reporting requirements and backup withholding tax
but may be required to comply with certain certification and identification procedures in order to establish their eligibility for exemption.  THE
DISCUSSION ABOVE IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL TAX CONSIDERATIONS APPLICABLE TO AN INVESTMENT IN ORDINARY
SHARES. HOLDERS AND POTENTIAL HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISER(S) CONCERNING THE TAX CONSEQUENCES RELEVANT TO THEM
IN THEIR PARTICULAR SITUATION.  F.       Dividends
and Paying Agents  Not
applicable.  G.       Statement
by Experts  Not
applicable.  H.       Documents
on Display  We
are subject to the reporting requirements of the United States Securities and Exchange Act of 1934, as amended, or the Exchange Act,
as applicable to "foreign private issuers" as defined in Rule 3b-4 under the Exchange Act. As a foreign private issuer, we
are exempt from certain provisions of the Exchange Act. Accordingly, our proxy solicitations are not subject to the disclosure and procedural
requirements of regulation 14A under the Exchange Act, and transactions in our equity securities by our officers and directors are exempt
from reporting and the "short-swing" profit recovery provisions contained in Section 16 of the Exchange Act. In addition,
we are not required under the Exchange Act to file periodic reports and financial statements as frequently or as promptly as U.S. companies
whose securities are registered under the Exchange Act. However, we will file with the U.S. Securities and Exchange Commission an annual
report on Form 20-F containing financial statements that have been examined and reported on, with and opinion expressed by an independent
registered public accounting firm, and we will submit reports to the U.S. Securities and Exchange Commission on Form 6-K containing (among
other things) press releases and unaudited financial information for the first six months of each fiscal year. We post our annual report
on Form 20-F on our website promptly following the filing of our annual report with the U.S. Securities and Exchange Commission. The
information on our website is not incorporated by reference into this annual report. 77
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 This
document and the exhibits thereto and any other document we file pursuant to the Exchange Act may be inspected without charge and copied
at prescribed rates at the U.S. Securities and Exchange Commission public reference room at 100 F Street, N.E., Room 1580, Washington
D.C. 20549. You may obtain information on the operation of the Securities and Exchange Commission's public reference room in Washington,
D.C. by calling the U.S. Securities and Exchange Commission at 1-800-SEC-0330.  The
U.S. Securities and Exchange Commission maintains a website at www.sec.gov that contains reports, proxy and information statements
and other information regarding registrants that make electronic filings with the U.S. Securities and Exchange Commission using its EDGAR
(Electronic Data Gathering, Analysis, and Retrieval) system.  The
documents concerning our Company which are referred to in this document may also be inspected at the offices of our registered office
located at Level 7, 420 King William Street, Adelaide SA 5000, Australia.  I.       Subsidiary
Information  See
"Item 4.C. Information on the Company - Organizational Structure."  ITEM
                          11.QUANTITATIVE
                                            AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Our
cash and cash equivalents consist primarily of cash and money market funds in Australia and Hong Kong currency. We invest our excess
cash and cash equivalents in interest-bearing accounts and term deposits with banks in Australia or Hong Kong. Our primary exposure to
market risk is interest income sensitivity, which is affected by changes in the general level of Australian and or Hong Kong interest
rates. However, because of the short-term nature of the instruments in our portfolio, a sudden change in market interest rates would
not be expected to have a material impact on our financial condition and/or results of operation.  We
are exposed to foreign currency risk via our operation in Hong Kong and China and trade and other payables we hold. We are required to
make certain payments in U.S. dollars, Hong Kong dollars and Chinese Renminbi and other currencies. An adverse movement in end-of-period
exchange rates would have a material impact on our operating results.  ITEM
                          12.DESCRIPTION
                                            OF SECURITIES OTHER THAN EQUITY SECURITIES  A.       Debt
Securities  Not
applicable.  B.       Warrants
and Rights  Not
applicable.  C.       Other
Securities  Not
applicable. 78
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 PART
II  ITEM
                          13.DEFAULTS,
                                            DIVIDEND ARREARAGES AND DELINQUENCIES  Not
applicable.  ITEM
                          14.MATERIAL
                                            MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS  Not
applicable.  ITEM
                          15.CONTROLS
                                            AND PROCEDURES  Disclosure
Controls and Procedures  Management
of the Company maintain disclosure controls and procedures as such term is defined in Rules 13 a-15 (e) and 15d-15(e) under the Securities
Exchange Act of 1934 as amended (the "Exchange Act"), as amended, that are designed to ensure that information required to
be disclosed in the reports that are filed or submitted under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures include,
without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted
under the Exchange Act is accumulated and communicated to management, including the Executive Chairman and the Chief Financial Officer,
as appropriate, to allow timely decisions regarding required disclosure. Disclosure controls and procedures, no matter how well designed
and operated, can only provide reasonable assurance of achieving the desired control objectives. Management
has carried out an evaluation, under the supervision and with the participation of the Executive Chairman and the Chief Financial Officer,
of the effectiveness of the disclosure controls and procedures as of December 31, 2021. Based on that evaluation, the Executive Chairman
and Chief Financial Officer concluded that the Company's disclosure controls and procedures were not effective as of December 31, 2021.  Management's
Annual Report on Internal Control over Financial Reporting  Management
of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company, as
defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. The Company's internal control over financial reporting is designed
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements
for external purposes in accordance with International Financial Reporting Standards ("IFRS") as issued by the International
Accounting Standards Board. A Company's internal control over financial reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of the consolidated
financial statements in accordance with IFRS as issued by the International Accounting Standards Board and that receipts and expenditures
of the Company are being made only in accordance with authorizations of our Board of Directors; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material
effect on the consolidated financial statements.  A
control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of
the control system are met. In particular, the design of a control system must be considered relative to their costs. Additionally, the
design of a control system is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving its stated objectives under all potential future conditions. Due to its inherent limitations,
internal control over financial reporting may not prevent or detect all misstatements to the consolidated financial statements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.  Management
assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2021 based on the criteria set
forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") (the "2013 Framework") Internal
Control-Integrated Framework. Based on this assessment, management concluded that the Company's internal control over financial reporting
is not effective as of December 31, 2021 under the COSO 2013 Framework.  A
material weakness is a deficiency, or combination of deficiencies, that results in more than a remote likelihood that a material misstatement
of annual or interim financial statements will not be prevented or detected. In connection with the assessment described above, management
identified the following control deficiencies that represent material weaknesses at December 31, 2021: 79
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 i.inadequate
                                            segregation of duties due to limited number of personnel, which makes the reporting process
                                            susceptible to management override; and  ii.ineffective
                                            controls over period end financial disclosure and reporting processes; and  iii.Lack
                                            of technical accounting expertise to evaluate complex accounting transactions, such as convertible
                                            promissory notes; and  iv.Lack
                                            of formal accounting processes over key accounting areas.  Management
believes that the material weaknesses set forth in items (i) through (ii) above did not have an effect on the Company's financial reporting
during the year ended December 31, 2021.  Remediation
of Material Weaknesses  A
material weakness is a control deficiency (within the meaning of the Public Company Accounting Oversight Board ("PCAOB") Auditing
Standard No. 5), or combination of control deficiencies, that result in more than a remote likelihood that a material misstatement of
the annual or interim financial statements will not be prevented or detected. While management believes that the Company's consolidated
financial statements previously filed in the Company's SEC reports have been properly recorded and disclosed in accordance with IFRS,
we have designed and plan to implement, or in some cases have already implemented, the specific remediation initiatives described below:  ●We
                                            plan to retain additional accounting personnel and continue to enhance our internal finance
                                            and accounting organizational structure.  ●We
                                            are in the process of further enhancing the supervisory procedures to include additional
                                            levels of analysis and quality control reviews within the accounting and financial reporting
                                            functions.  While
we now believe that these material weaknesses are continuing being addressed, we will continue our remediation efforts during fiscal
year 2022.  Changes
in Internal Control over Financial Reporting  There
have been no significant changes in the Company's internal control over financial reporting that have materially affected, or are reasonably
likely to materially affect internal control over financial reporting during the period covered by this Annual Report.  ITEM
                          15T.CONTROLS
                                            AND PROCEDURES  Not
applicable.  ITEM
                          16.RESERVED  Not
applicable.  ITEM
                          16A.AUDIT
                                            COMMITTEE FINANCIAL EXPERT  Not
applicable.  ITEM
                          16B.CODE OF
                                            ETHICS  We
have adopted a code of ethics that applies to our executive directors and chief financial officer. A copy of this Code of Ethics is available
on the Company's website at www.imtechltd.com.  No
waivers to this Code of Ethics were granted to our executive directors or chief financial officer during the fiscal year ended December
31, 2021. 80
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 ITEM
                          16C.PRINCIPAL
                                            ACCOUNTANT FEES AND SERVICES  The
Company has not paid for services provided by Audit Alliance LLP and affiliated entities, the current auditor of the Group, as they were
appointed as auditors of the Company on December 30, 2021. During the year 2021 and 2020, the following fees were paid or payable for
services provided by Ramirez Jimenez International CPAs, the former auditor of the Group.   Fee
    Category
    
    2021
    
    2020Audit
    Fees
    
    US$
    145,000
    
    US$
    45,820Audit-Related
    Fees
    
    US$
    17,400
    
    US$
    9,680Tax
    Fees
    
    US$
    -
    
    US$
    -All
    Other Fees
    
    US$
    37,125
    
    US$
    -  Audit
Fees  This
category consists of fees for professional services rendered by our principal independent registered public accountant for the audit
of our annual financial statements, review of financial statements included in our interim reports and services that are normally provided
by the independent registered public accounting firms in connection with statutory and regulatory filings or engagements for those fiscal
years.  Audit-Related
Fees  This
category consists of fees for assurance and related services by our principal independent registered public accountant that are reasonably
related to the performance of the audit or review of our financial statements and are not reported above under "Audit Fees".
The services for the fees disclosed under this category include consultations concerning financial accounting and reporting standards.  Tax
Fees  This
category consists of fees for professional services rendered by our principal independent registered public accountant for tax compliance,
tax advice, and tax planning.  All
Other Fees  This
category consists of fees for services provided by our principal independent registered public accountant other than the services described
above.  Policy
on Pre-Approval of Audit Services  The
Audit Committee pre-approves all services, including both audit and non-audit services, provided by our independent registered public
accounting firm. All audit services (including statutory audit engagements as required under local country laws) must be accepted by
the Audit Committee before the audit commences.  Each
year, management and the independent registered public accounting firm will jointly submit a pre-approval request, which will list each
known and/or anticipated audit and non-audit service for the upcoming calendar year and which will include associated budgeted fees.
The Audit Committee will review the requests and approve a list of annual pre-approved non-audit services.  ITEM
                          16D.EXEMPTIONS
                                            FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES  Not
applicable.  ITEM
                          16E.PURCHASES
                                            OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS  Not
applicable. 81
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 ITEM
                          16F.CHANGE
                                            IN REGISTRANT'S CERTIFYING ACCOUNTANT  The Company announced that on December 30, 2021, the Company dismissed Ramirez Jimenez International CPAs ("RJI") as our independent registered
public accounting firm. On December 30, 2021, the Company appointed Audit Alliance LLP ("Alliance") as the Company's independent registered
public accounting firm. This change in the Company's independent registered public accounting firm was approved by the Board of Directors
on December 29, 2021.  RJI's reports on the financial statements for the years ended December 31, 2020, 2019 and 2018 did not contain an adverse opinion or a
disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or auditing principles. The Company did have
a going concern for each of these three years.  During the period of RJI's engagement there were (i) no disagreements between the Company and the former accounting firm on any matter
of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of the former accountant, would have caused it to make a reference to the subject matter of the disagreements in connection
with its report; and (ii) no "reportable events" as defined in Item 16F(a)(1)(v) of Form 20-F.  During the two most recent fiscal years ended December 31, 2020 and 2019, neither the Company, nor someone on behalf of the Company, has consulted Alliance regarding either (a) the application of accounting
principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company's
consolidated financial statements, and neither a written report was provided to the Company nor oral advice was provided that Alliance
concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting
issue; or (b) any matter that was the subject of a disagreement as defined in Item 16F(a)(1)(iv) of Form 20-F and related instructions
to Item 16F of Form 20-F, or any reportable events as described in Item 16F(a)(1)(v) of Form 20-F.  ITEM
                          16G.CORPORATE
                                            GOVERNANCE  Not
applicable.  ITEM
                          16H.MINE SAFETY
                                            DISCLOSURES  Not
applicable. 82
 Table of Contents
  PART III  ITEM 17.FINANCIAL STATEMENTS  We have elected to furnish financial statements and related information
specified in Item 18.  ITEM 18.FINANCIAL STATEMENTS  Integrated Media Technology Limited Financial Statements - Index to Consolidated Financial
Statements  Report of Independent
    Registered Public Accounting Firm - 2021 (PCAOB ID: 3487)
    F-1Report
    of Independent Registered Public Accounting Firm - 2019 and 2020 (PCAOB ID: 820)
    F-3Consolidated Statements of Profit or Loss and Other Comprehensive Income for the years ended December 31, 2019, 2020 and 2021
    F-5Consolidated Statements of Financial Position as of December 31, 2020 and 2021
    F-6Consolidated Statements of Changes in Equity for the years ended December 31, 2019, 2020 and 2021
    F-7Consolidated Statements of Cash Flows for the years ended December 31, 2019, 2020 and 2021
    F-8Notes to the Consolidated Financial Statements
    F-9 through
    F-57             83
 Table of Contents
     REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM   To the Board of Directors and Stockholders of
Integrated Media Technology Limited   Opinion on the Financial Statements  We have audited the accompanying consolidated statements
of financial position of Integrated Media Technology Limited (the "Company") and its subsidiaries (collectively, the "Group")
as of December 31, 2021, and the related consolidated statements of profit or loss and other comprehensive income, changes in
equity, and cash flows for the year ended December 31, 2021, and the related notes to the consolidated financial statements (collectively
referred to as the "consolidated financial statements"). In our opinion, such consolidated financial statements present fairly,
in all material respects, the financial position of the Group as of December 31, 2021, and the results of their operations, and their
cash flows for the year ended December 31, 2021, in conformity with International Financial Reporting Standards as issued by the International
Accounting Standards Board.  Basis for Opinion  These consolidated financial statements are the responsibility
of the Group's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required
to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations
of the Securities and Exchange Commission and the PCAOB.  We conducted our audit in accordance with the standards
of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement, whether due to error or fraud. The Group is not required to have, nor were we
engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Group's internal
control over financial reporting. Accordingly, we express no such opinion.  Our audit included performing procedures to assess
the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides
a reasonable basis for our opinion.  Material Uncertainty Related to Going
Concern  The accompanying consolidated financial statements have been prepared assuming that the Group will continue as a going concern. As discussed
in Note 1 to the consolidated financial statements, the Group incurred a net loss in the amount of approximately A$6.6 million and used
cash in operating activities in the amount of approximately A$8.0 million during the year ended December 31, 2021, and had accumulated
losses of approximately A$37.2 million and had net current liabilities of approximately A$6.5 million as of December 31, 2021, which 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 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.  Critical Audit Matters  The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that
were communicated or required to be communicated to the Audit Committee of the Board of Directors and that: (1) relate to accounts or
disclosures that are material to the consolidated financial statements, and (2) involved challenging, subjective, or complex judgments.
The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole,
and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or
disclosures to which they relate.  F-1
 Table of Contents
 Convertible Promissory Notes  Critical Audit Matter Description  As discussed in Notes 3, 21 and 22 to the
consolidated financial statements, during the year ended December 31, 2021, the Group issued two convertible promissory notes. The
Group analyzed these convertible promissory notes for embedded derivatives and determined they contained conversion options and
embedded derivatives, which were recorded at fair value as a liability upon inception of the notes, and were revalued at the
reporting date at fair value.  How the Critical Audit Matter was Addressed
in our Audit  We identified convertible promissory notes as a critical
audit matter as subjective auditor judgment was required to evaluate whether these notes contain derivative financial instruments and
assess the proper valuation of such instruments.  The following are the primary procedures we performed
to address this critical audit matter:  •
    Evaluated and discussed with management, their analysis over the valuation and accounting treatment over the convertible promissory notes, as well as, the embedded conversion options and derivatives that require recognition as derivative liabilities;•
    Read and analyzed the convertible promissory note agreements;•
    Reviewed management's specialist's valuations for the convertible promissory notes, including the embedded derivative components;•
    Obtained an understanding of the work of the specialist, including assessing the knowledge, skill and ability of the specialist;•
    Evaluated the work of the specialist, including engaged with internal specialists to assess the reasonableness of assumptions used in the valuation and the accounting treatment of the convertible promissory notes and related derivatives;•
    Tested and reviewed the overall calculations; and•
    Tested the design and implementation of management's controls surrounding management's valuation of the convertible promissory note process.   /s/ Audit Alliance LLP Audit Alliance LLP   April 28, 2022   We have served as the Group's auditor since 2021.  F-2
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  18012 Sky Park
    Circle, Suite 200
    Irvine, California 92614
    tel 949-852-1600
    fax 949-852-1606
    www.rjicpas.com   REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM   To the Board of Directors and Stockholders of
Integrated Media Technology Limited   Opinion on the Financial Statements  We have audited the accompanying consolidated statements of financial position of Integrated Media Technology Limited (the "Company")
and its subsidiaries (collectively, the "Group") as of December 31, 2020 and 2019, and the related consolidated statements
of profit or loss and other comprehensive income / (loss), changes in equity, and cash flows for the years ended December 31, 2020 and
2019, and the related notes to the consolidated financial statements (collectively referred to as the "consolidated financial statements").
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Group as
of December 31, 2020 and 2019, and the results of their operations, and their cash flows for the years ended December 31, 2020 and 2019,
in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.  Going Concern  The accompanying consolidated financial statements have been prepared assuming that the Group will continue as a going concern. As discussed
in Note 1 to the consolidated financial statements, the Group incurred a net loss in the amount of approximately A$10.5 million and used
cash in operating activities in the amount of approximately A$6.2 million during the year ended December 31, 2020, and had accumulated
losses of approximately A$34.1 million as of December 31, 2020, which 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 1. The consolidated financial statements do not include
any adjustments that might result from the outcome of this uncertainty.  Basis for Opinion  These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting
Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Group in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.  We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Group is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing
an opinion on the effectiveness of the Group’s internal control over financial reporting. Accordingly, we express no such opinion.  Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audit provides a reasonable basis for our opinion.  Critical Audit Matters  The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements
that were communicated or required to be communicated to the Audit Committee of the Board of Directors and that: (1) relate to accounts
or disclosures that are material to the consolidated financial statements, and (2) involved challenging, subjective, or complex judgments.
The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a
whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on
the accounts or disclosures to which they relate.  F-3
 Table of Contents
 Convertible Promissory Notes  Critical Audit Matter Description  As discussed in Notes 3, 21 and 22 to the consolidated financial statements, during the year ending December 31, 2020, the Company issued
two convertible promissory notes. The Company analyzed these convertible promissory notes for embedded derivatives and determined they
contained conversion options and embedded derivatives, which were recorded at fair value as a liability upon inception of the notes, and
were revalued at the reporting date at fair value.  How the Critical Audit Matter was Addressed
in our Audit  We identified convertible promissory notes as a critical
audit matter as subjective auditor judgment was required to evaluate whether these notes contain derivative financial instruments and
assess the proper valuation of such instruments.  The following are the primary procedures we performed
to address this critical audit matter:  •
    Evaluated and discussed with management, their analysis over the valuation and accounting treatment over the convertible promissory notes, as well as, the embedded conversion options and derivatives that require recognition as derivative liabilities;•
    Read and analyzed the convertible promissory note agreements;•
    Reviewed management's specialist's valuations for the convertible promissory notes, including the embedded derivative components;•
    Obtained an understanding of the work of the specialist, including assessing the knowledge, skill and ability of the specialist;•
    Evaluated the work of the specialist, including engaged with internal specialists to assess the reasonableness of assumptions used in the valuation and the accounting treatment of the convertible promissory notes and related derivatives;•
    Tested and reviewed the overall calculations; and•
    Tested the design and implementation of management's controls surrounding management's valuation of the convertible promissory note process.   /s/ Ramirez Jimenez International CPAs Ramirez Jimenez International CPAs   April 30, 2021   We have served as the Group's auditor since 2018.  F-4
 Table of Contents
  INTEGRATED MEDIA TECHNOLOGY LIMITED CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME (in Australian dollars, except number of shares)  Years ended December 31,Note
    
    2021A$
    
    2020A$
    
    2019A$Revenue, net
    
    4
    
    193,113
    
    1,744,629
    
    1,275,425Cost of sales
    
    
    
    (149,447)
    
    (1,311,566)
    
    (1,008,821)43,666
    
    433,063
    
    266,604Interest income
    
    
    
    18,864
    
    6,197
    
    115,762Gain on disposal of plant and equipment
    
    
    
    -
    
    -
    
    212,195(Loss)/gain on fair value change in derivative financial instruments
    
    21
    
    (842,463)
    
    2,312,197
    
    127,551Other income
    
    5
    
    335,807
    
    82,561
    
    807,831(444,126)
    
    2,834,018
    
    1,529,943ExpensesEmployee benefit expenses
    
    7
    
    (1,613,922)
    
    (2,212,643)
    
    (4,034,378)Depreciation and amortization expenses
    
    7
    
    (1,326,811)
    
    (2,078,762)
    
    (3,174,784)Professional and consulting expenses
    
    
    
    (2,376,038)
    
    (1,373,907)
    
    (2,019,970)Travel and accommodation expenses
    
    
    
    (91,385)
    
    (40,895)
    
    (281,895)Office expenses and supplies
    
    
    
    (142,482)
    
    (310,360)
    
    (312,343)Rental costs
    
    7
    
    (116,406)
    
    (126,382)
    
    (637,321)Other operating expenses
    
    
    
    (378,500)
    
    (480,015)
    
    (794,036)Finance costs
    
    6
    
    (2,000,952)
    
    (2,100,272)
    
    (1,561,625)Provision for impairment loss of goodwill
    
    
    
    -
    
    -
    
    (4,486,301)Reversal/ (Provision) of allowance for inventory obsolescence
    
    7
    
    9,439
    
    17,671
    
    (799,871)Provision for bad debt
    
    
    
    (14,390)
    
    (58,932)
    
    -Gain/ (loss) on disposal of subsidiaries
    
    24
    
    1,998,269
    
    (28,990)
    
    -Plant and equipment written off
    
    
    
    -
    
    (110)
    
    -Provision for impairment loss on intangible assets
    
    15
    
    -
    
    (3,459,340)
    
    -Development projects written off
    
    
    
    -
    
    (930,356)
    
    -Exchange loss
    
    
    
    (88,322)
    
    (194,383)
    
    (10,296)Total expenses
    
    
    
    (6,141,500)
    
    (13,377,676)
    
    (18,112,820)Loss before income tax
    
    7
    
    (6,585,626)
    
    (10,543,658)
    
    (16,582,877)Income tax expense
    
    8
    
    -
    
    -
    
    (117,322)Loss for the year
    
    
    
    (6,585,626)
    
    (10,543,658)
    
    (16,700,199)Other comprehensive incomeItems that may be re-classified subsequently to profit or loss:Fair value through other comprehensive income
    
    
    
    62,500
    
    -
    
    -Exchange differences on translation of financial statements of overseas subsidiaries
    
    
    
    158,547
    
    55,673
    
    157,471Other comprehensive income for the year, net of tax
    
    
    
    221,047
    
    55,673
    
    157,471Total comprehensive loss for the year
    
    
    
    (6,364,579)
    
    (10,487,985)
    
    (16,542,728)Loss for the year attributable to:Equity shareholders of Integrated Media Technology Limited
    
    
    
    (5,771,510)
    
    (10,034,077)
    
    (15,646,147)Non-controlling interests
    
    
    
    (814,116)
    
    (509,581)
    
    (1,054,052)(6,585,626)
    
    (10,543,658)
    
    (16,700,199)Total comprehensive loss for the year attributable to:Equity shareholders of Integrated Media Technology Limited
    
    
    
    (5,830,540)
    
    (9,885,412)
    
    (15,540,317)Non-controlling interests
    
    
    
    (534,039)
    
    (602,573)
    
    (1,002,411)(6,364,579)
    
    (10,487,985)
    
    (16,542,728)Loss per share
    
    
    
    A$
    
    A$
    
    A$- Basic and Diluted
    
    10
    
    (0.70)
    
    (2.33)
    
    (4.63)  The above consolidated statements of profit or loss
and comprehensive loss should be read in conjunction with the accompanying notes. F-5
 Table of Contents
  INTEGRATED MEDIA TECHNOLOGY LIMITED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (in Australian dollars)  December 31,2021
    
    2020Note
    A$
    
    A$ASSETSCurrent AssetsCash and cash equivalents
    
    
    274,767
    
    2,194,084Inventories
    
    11
    -
    
    187,401Right-of-use assets
    
    20(a)
    513,942
    
    -Trade and other receivables
    
    12
    486,121
    
    1,164,605Other assets
    
    13
    2,006,636
    
    2,089,897Total Current Assets
    
    
    3,281,466
    
    5,635,987Non-Current AssetsPlant and equipment, net
    
    14
    6,441,734
    
    7,317,678Other assets – equipment deposits
    
    
    11,459,195
    
    -Financial asset at fair value through other comprehensive income
    
    16
    562,500
    
    -Intangible assets and goodwill
    
    15
    1,900,589
    
    -Right-of-use assets
    
    20(a)
    1,444,927
    
    -Total Non-Current Assets
    
    
    21,808,945
    
    7,317,678TOTAL ASSETS
    
    
    25,090,411
    
    12,953,665LIABILITIESCurrent LiabilitiesTrade and other liabilities
    
    17
    2,424,717
    
    3,589,164Amounts due to related companies
    
    18
    247,406
    
    237,674Amount due to holding company
    
    19
    -
    
    532,718Lease liabilities
    
    20(b)
    425,567
    
    -Derivative financial instruments
    
    21
    2,321,003
    
    -Convertible promissory notes
    
    22
    4,311,416
    
    -Total Current Liabilities
    
    
    9,730,109
    
    4,359,556Non-current LiabilitiesLease liabilities
    
    20(b)
    1,403,932
    
    -Derivative financial instruments
    
    21
    -
    
    1,478,540Deferred tax liabilities
    
    8
    -
    
    13,668Convertible promissory notes
    
    22
    -
    
    2,196,049Total Non-Current Liabilities
    
    
    1,403,932
    
    3,688,257TOTAL LIABILITIES
    
    
    11,134,041
    
    8,047,813NET CURRENT (LIABILTIES) / ASSETS
    
    
    (6,448,643)
    
    1,276,431NET ASSETS
    
    
    13,956,370
    
    4,905,852CAPITAL AND RESERVESIssued capital (no par value, 9,329,420 and 6,513,671 ordinary shares issued and outstanding as of December 31, 2021 and 2020, respectively)
    
    25
    48,144,406
    
    32,089,997Foreign currency translation reserve
    
    26(a)
    762,348
    
    883,878Other reserves
    
    26(b)
    62,500
    
    2,704,452Accumulated losses
    
    
    (37,169,358)
    
    (34,102,300)Equity attributable to equity shareholders of Integrated Media Technology Limited
    
    
    11,799,896
    
    1,576,027Non-controlling interests
    
    
    2,156,474
    
    3,329,825TOTAL EQUITY
    
    
    13,956,370
    
    4,905,852Ordinary shares issued
    
    
    9,329,420
    
    6,513,671  The above consolidated statements of financial position should be
read in conjunction with the accompanying notes. F-6
 Table of Contents
  INTEGRATED MEDIA TECHNOLOGY LIMITED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (in Australian dollars)  Attributable to owners of the GroupIssued Capital
    
    (Accumulated Losses) / Retained Earnings
    
    Foreign Currency Translation Reserve
    
    Other Reserves
    
    Non-controlling Interests
    
    TotalA$
    
    A$
    
    A$
    
    A$
    
    A$
    
    A$Balance as of December 31, 2019 and as of January 1, 2020
    
    18,902,029
    
    (10,676,713)
    
    629,383
    
    4,959,089
    
    2,807,963
    
    16,621,751Loss for the year
    
    -
    
    (15,646,147)
    
    -
    
    -
    
    (1,054,052)
    
    (16,700,199)Other comprehensive income for the year, net of tax
    
    -
    
    -
    
    105,830
    
    -
    
    51,641
    
    157,471Total comprehensive loss for the year
    
    -
    
    (15,646,147)
    
    105,830
    
    -
    
    (1,002,411)
    
    (16,542,728)Transfer convertible bond reserves (Note 26 (b))
    
    -
    
    535,948
    
    -
    
    (535,948)
    
    -
    
    -Balance as of December 31, 2019 and as of January 1, 2020
    
    18,902,029
    
    (25,786,912)
    
    735,213
    
    4,423,141
    
    1,805,552
    
    79,023Changes in equity for 2020:Loss for the year
    
    -
    
    (10,034,077)
    
    -
    
    -
    
    (509,581)
    
    (10,543,658)Other comprehensive income / (loss) for the year, net of tax
    
    -
    
    -
    
    148,665
    
    -
    
    (92,992)
    
    55,673Total comprehensive loss for the year
    
    -
    
    (10,034,077)
    
    148,665
    
    -
    
    (602,573)
    
    (10,487,985)Transfer other reserve to accumulated losses
    
    -
    
    1,718,689
    
    -
    
    (1,718,689)
    
    -
    
    -Acquisition of subsidiaries
    
    -
    
    -
    
    -
    
    -
    
    3,888,027
    
    3,888,027Disposal of subsidiaries
    
    -
    
    -
    
    -
    
    -
    
    (1,761,181)
    
    (1,761,181)Issuance of new ordinary shares – cash (Note 25(b))
    
    7,121,283
    
    -
    
    -
    
    -
    
    -
    
    7,121,283Issuance of new ordinary shares – conversion of debt (Note 25(b))
    
    4,122,562
    
    -
    
    -
    
    -
    
    -
    
    4,122,562Issuance of new ordinary shares – services (Note 25(b))
    
    23,249
    
    -
    
    -
    
    -
    
    -
    
    23,249Issuance of new ordinary shares – acquisition (Note 25(b))
    
    2,060,000
    
    -
    
    -
    
    -
    
    -
    
    2,060,000Legal expenses in respect of issuance of shares (Note 25(b))
    
    (139,126)
    
    -
    
    -
    
    -
    
    -
    
    (139,126)Balance as of December 31, 2020 and as of January 1, 2021
    
    32,089,997
    
    (34,102,300)
    
    883,878
    
    2,704,452
    
    3,329,825
    
    4,905,852Changes in equity for 2021:Loss for the year
    
    -
    
    (5,771,510)
    
    -
    
    -
    
    (814,116)
    
    (6,585,626)Fair value through other comprehensive income
    
    -
    
    -
    
    -
    
    62,500
    
    -
    
    62,500Other comprehensive income for the year, net of tax
    
    -
    
    -
    
    (121,530)
    
    -
    
    280,077
    
    158,547Total comprehensive loss for the year
    
    -
    
    (5,771,510)
    
    (121,530)
    
    62,500
    
    (534,039)
    
    (6,364,579)Transfer from other Reserve to Accumulated Loss
    
    -
    
    2,704,452
    
    -
    
    (2,704,452)
    
    -
    
    -Acquisition of subsidiary
    
    -
    
    -
    
    -
    
    -
    
    983,928
    
    983,928Disposal of subsidiaries
    
    -
    
    -
    
    -
    
    -
    
    (1,623,240)
    
    (1,623,240)Issuance of new ordinary shares for cash (Note 25(b))
    
    16,054,409
    
    -
    
    -
    
    -
    
    -
    
    16,054,409Balance as of December 31, 2021
    
    48,144,406
    
    (37,169,358)
    
    762,348
    
    62,500
    
    2,156,474
    
    13,956,370  The above consolidated statements of changes in equity should be read in
conjunction with the accompanying notes. F-7
 Table of Contents
  INTEGRATED MEDIA TECHNOLOGY LIMITED CONSOLIDATED STATEMENTS OF CASH FLOWS (in Australian dollars)  Years Ended December 31,2021
    
    2020
    
    2019Note
    
    A$
    
    A$
    
    A$Cash flows from operating activitiesLoss before income tax
    
    
    
    (6,585,626)
    
    (10,543,658)
    
    (16,582,877)Adjustments to reconcile loss before income tax to net cash used in operating activities:Depreciation and amortization
    
    
    
    1,326,811
    
    2,078,762
    
    3,174,784Impairment loss of trade receivables
    
    
    
    14,390
    
    58,932
    
    11,052Provision for inventories obsolescence
    
    
    
    (9,439)
    
    (17,671)
    
    799,871Loss / (gain) on disposal of subsidiaries
    
    24
    
    (1,998,269)
    
    28,990
    
    -Gain on disposal on plant and equipment
    
    
    
    -
    
    -
    
    (212,195)Plant and equipment written off
    
    
    
    -
    
    110
    
    -Provision for impairment loss on intangible assets
    
    
    
    -
    
    3,459,340
    
    -Development projects written off
    
    
    
    -
    
    930,356
    
    -Provision for impairment loss of goodwill
    
    
    
    -
    
    -
    
    4,486,301Net cash (outflows) / inflows from changes in working capital
    
    30(b)
    
    (719,193)
    
    (2,186,276)
    
    1,783,050Net cash used in operating activities
    
    
    
    (7,971,326)
    
    (6,191,115)
    
    (6,540,014)Cash flows from investing activitiesCapital injection from minority shareholders
    
    
    
    542,887
    
    1,920,153
    
    -Payments for acquisition of plant and equipment
    
    
    
    (71,109)
    
    (7,236,260)
    
    (1,223,028)Payments for other assets – equipment deposits
    
    
    
    (11,459,195)
    
    -
    
    -Payments for intangible assets
    
    
    
    (624,095)
    
    -
    
    (7,283)Payments for development projects
    
    
    
    -
    
    (125,520)
    
    (598,306)Payments for investment in financial assets
    
    
    
    (500,000)
    
    -
    
    -Disposal of subsidiaries, net of cash disposed of
    
    24
    
    (32,927)
    
    855,506
    
    -Net cash used in investing activities
    
    
    
    (12,144,439)
    
    (4,586,121)
    
    (1,828,617)Cash flows from financing activitiesAdvances from of amounts due to related companies
    
    
    
    -
    
    840,509
    
    3,954,640Advance from other liabilities
    
    
    
    -
    
    211,567
    
    2,610,091Advance from / (repayment) to holding company
    
    
    
    (562,201)
    
    -
    
    501,343Fair value change in derivative financial instruments
    
    
    
    842,463
    
    (2,312,197)
    
    (127,551)Interest income from ultimate holding company
    
    
    
    -
    
    -
    
    (115,678)Interest received from ultimate holding company
    
    
    
    -
    
    -
    
    18,714Interest accrued for lease liabilities
    
    
    
    28,371
    
    32,526
    
    109,675Finance costs for convertible bonds
    
    
    
    1,895,371
    
    1,693,890
    
    1,316,702Interest paid for convertible bonds
    
    
    
    -
    
    (185,469)
    
    (209,392)Proceeds from bank borrowings
    
    
    
    -
    
    -
    
    930,334Repayment of bank borrowings
    
    
    
    -
    
    -
    
    (840,285)Repayment for convertible bonds
    
    
    
    -
    
    (4,668,195)
    
    -Payment of lease liabilities
    
    
    
    (138,156)
    
    (320,851)
    
    (573,010)Proceeds from issuance of convertible promissory notes
    
    
    
    -
    
    4,913,100
    
    -Net Proceeds from issuance of ordinary shares
    
    
    
    16,054,409
    
    13,187,968
    
    -Net cash provided by financing activities
    
    30(a)
    
    18,120,257
    
    13,392,848
    
    7,575,583Net increase / (decrease) in cash and cash equivalents
    
    
    
    (1,995,508)
    
    2,615,612
    
    (793,048)Effect of exchange rate changes on cash and cash equivalents
    
    
    
    76,191
    
    (254,770)
    
    619,705Cash and cash equivalents at the beginning of financial year
    
    
    
    2,194,084
    
    (166,758)
    
    6,585Cash and cash equivalents at the end of financial year
    
    
    
    274,767
    
    2,194,084
    
    (166,758)Analysis of cash and cash equivalents:Cash and bank balances
    
    
    
    274,767
    
    2,194,084
    
    735,724Bank overdraft
    
    
    
    -
    
    -
    
    (902,482)Cash and cash equivalents
    
    
    
    274,767
    
    2,194,084
    
    (166,758)  The above consolidated statements of cash flows should be read in conjunction
with the accompanying notes. F-8
 Table of Contents
  INTEGRATED MEDIA TECHNOLOGY LIMITED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (in Australian dollars, unless otherwise noted)  NOTE 1.	REPORTING ENTITY  The consolidated financial report covers the entity
of Integrated Media Technology Limited ("IMTE") and its controlled entities for the years ended December 31, 2021, 2020 and
2019 which were authorized for issue by the Board of Directors on April 28, 2022. IMTE is a for-profit public company limited by shares,
incorporated and domiciled in Australia whose shares are publicly traded on the NASDAQ Capital Markets. IMTE is an investment holding
company and its subsidiaries carry out the business of the Group in Australia, Korea, Hong Kong and China.  The Company and its subsidiaries are referred to as
the "Group".  Going Concern  The Group's consolidated financial statements
are prepared using International Financial Reporting Standards as issued by the International Accounting Standards Board applicable
to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The
Group has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a
going concern. As of December 31, 2021, the Group had accumulated losses of A$37,169,358 and generated a net loss in 2021 of
A$6,585,626 and had net current liabilities of A$6,448,643. The ability of the Group to continue as a going concern is dependent on
the Group obtaining adequate capital to fund operating losses until it becomes profitable. If the Group is unable to obtain adequate
capital, it could be forced to cease or reduce its operations.  In order to continue as a going concern, the
Group will need, among other things, additional capital resources. For the year ended December 31, 2021, the Group was successful in
raising a total of approximately US$12.3 million through equity financing for the repayment of debts and for working capital in the
Group. Subsequent to the balance sheet date from January 2022 to the date of this report, the Group has raised a total of US$15.2
from debt and equity fund raising. The funds raised are to be used for the build out of infrastructure, purchase of equipment and
working capital. The Group will need to continue to raise funds through the sale of its equity securities and issuance of debt
instruments to obtain additional operating capital. The Group is and will continue to be dependent upon its ability, and will
continue to attempt, to secure additional equity and/or debt financing until the Group can earn revenue and realize positive cash
flow from its operations.  There are no assurances that the Group will be
successful in earning revenue and realizing positive cash flow from its operations. Without sufficient financing it would be
unlikely that the Group will continue as a going concern.  Based on the Group's current rate of cash
outflows, cash on hand and proceeds from the recent sales of equity securities and convertible notes after the year ended,
management believes that its current cash may not be sufficient to meet the anticipated cash needs for working capital for the next
12 months for the investments in the switchable glass operations.  The Group's plans with respect to its liquidity
issues include, but are not limited to, the following:  1)       Continue
to raise financing through the sale of its equity and/or debt securities;  2)       Continue
developing its business, products and services and seek strategic partnerships and cooperative arrangement to grow our revenue and profitability.  The Group is currently evaluating additional equity
financing opportunities and may execute them when appropriate. However, there can be no assurances that the Group can consummate such
a transaction, or consummate a transaction at favorable pricing.  The ability of the Group to continue as a going
concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure
other sources of financing and achieve profitable operations. These consolidated financial statements do not include any adjustments relating
to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from
this uncertainty.  The consolidated financial statements of the Group
are presented in Australian Dollars ("A$"), unless otherwise stated. F-9
 Table of Contents
 NOTE 2.	BASIS OF ACCOUNTING  The consolidated financial statements present general
purpose financial report that have been prepared in accordance with Australian Accounting Standards ("AASBs"), including Australian
Accounting Interpretations, other authoritative pronouncements of the Australian Accounting Standards Board and the Corporations Act 2001
as appropriate for for-profit entities. The consolidated financial statements also comply with International Financial Reporting Standards
("IFRSs") as adopted by the International Accounting Standards Board.   NOTE 3.	SIGNIFICANT ACCOUNTING POLICIES  The following is a summary of the significant accounting
policies adopted by the Group in the preparation of the consolidated financial statements. The accounting policies have been consistently
applied, unless otherwise stated.  (a)       Basis
of Preparation  The consolidated financial statements have been prepared
on the accrual basis and are based on historical costs modified by the revaluation of selected non-current assets, financial assets and
financial liabilities for which the fair value basis of accounting has been applied.  (b)       Principles
of Consolidation  The consolidated financial statements comprise the
financial statements of IMTE and its subsidiaries as at December 31, 2021 (the "Group"). Subsidiaries are consolidated from
the date on which control is transferred to the Group and are deconsolidated from the date that control ceases. A list of the controlled
entities as at December 31, 2021 is disclosed in Note 23 to the consolidated financial statements.  All inter-company balances and transactions between
entities within the Group, including any unrealized profits or losses, have been eliminated upon consolidation.  Non-controlling interest in the results and equity
of subsidiaries are shown separately in the consolidated statements of profit or loss and other comprehensive income or loss and consolidated
statements of financial position of the Group.  (c)       Business
Combinations  The Group accounts for business combinations using
the acquisition method when control is transferred to the Group. The consideration transferred by the Company to obtain control of a subsidiary
is calculated as the sum of the acquisition-date fair values of assets transferred, liabilities incurred and the equity interests issued
by the Company, which includes the fair value of any asset or liability arising from a contingent consideration arrangement. Acquisition
costs are expensed as incurred, except if related to the issue of debt or equity securities.  The Company recognizes identifiable assets acquired
and liabilities assumed in a business combination regardless of whether they have been previously recognized in the acquiree's financial
statements prior to the acquisition. Assets acquired and liabilities assumed are generally measured at their acquisition-date fair values.  Goodwill is stated after separate recognition of identifiable
intangible assets. It is calculated as the excess of the sum of: (a) fair value of consideration transferred, (b) the recognized amount
of any non-controlling interest in the acquiree, and (c) acquisition-date fair value of any existing equity interest in the acquiree,
over the acquisition-date fair values of identifiable net assets.  Any contingent consideration to be transferred by
the acquirer is recognized at acquisition-date fair value. Subsequent adjustments to consideration are recognized against goodwill only
to the extent that they arise from new information obtained within the measurement period (a maximum of 12 months from the acquisition
date) about the fair value at the acquisition date. All other subsequent adjustments to contingent consideration classified as an asset
or a liability are recognized in the consolidated statement of profit or loss.  (d)       Current and deferred income
tax  Income tax for the year comprises current tax and
movements in deferred tax assets and liabilities. Current tax and movements in deferred tax assets and liabilities are recognised in profit
or loss except to the extent that they relate to items recognised in other comprehensive income / loss or directly in equity, in which
case the relevant amounts of tax are recognised in other comprehensive income or directly in equity, respectively. F-10
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 Current tax is the expected tax payable on the taxable
income for the year, using tax rates enacted or substantively enacted at the end of the reporting period, and any adjustment to tax payable
in respect of previous years.  Deferred tax assets and liabilities arise from deductible
and taxable temporary differences respectively, being the differences between the carrying amounts of assets and liabilities for financial
reporting purposes and their tax bases. Deferred tax assets also arise from unused tax losses and unused tax credits.  Apart from certain limited exceptions, all deferred
tax liabilities, and all deferred tax assets to the extent that it is probable that future taxable profits will be available against which
the asset can be utilised, are recognised. Future taxable profits that may support the recognition of deferred tax assets arising from
deductible temporary differences include those that will arise from the reversal of existing taxable temporary differences, provided those
differences relate to the same taxation authority and the same taxable entity, and are expected to reverse either in the same period as
the expected reversal of the deductible temporary difference or in periods into which a tax loss arising from the deferred tax asset can
be carried back or forward. The same criteria are adopted when determining whether existing taxable temporary differences support the
recognition of deferred tax assets arising from unused tax losses and credits, that is, those differences are taken into account if they
relate to the same taxation authority and the same taxable entity, and are expected to reverse in a period, or periods, in which the tax
loss or credit can be utilised.  The limited exceptions to recognition of deferred
tax assets and liabilities are those temporary differences arising from goodwill not deductible for tax purposes, the initial recognition
of assets or liabilities that affect neither accounting nor taxable profit (provided they are not part of a business combination), and
temporary differences relating to investments in subsidiaries to the extent that, in the case of taxable differences, the Group controls
the timing of the reversal and it is probable that the differences will not reverse in the foreseeable future, or in the case of deductible
differences, unless it is probable that they will reverse in the future.  The carrying amount of a deferred tax asset is reviewed
at the end of each reporting period and is reduced to the extent that it is no longer probable that sufficient taxable profits will be
available to allow the related tax benefit to be utilised. Any such reduction is reversed to the extent that it becomes probable that
sufficient taxable profits will be available. Current tax balances and deferred tax balances, and
movements therein, are presented separately from each other and are not offset. Current tax assets are offset against current tax liabilities,
and deferred tax assets against deferred tax liabilities, if the Company or the Group has the legally enforceable right to set off current
tax assets against current tax liabilities and the following additional conditions are met:  (i)in the case of current tax assets and liabilities, the Group intends either
to settle on a net basis, or to realise the asset and settle the liability simultaneously; or  (ii)in the case of deferred tax assets and liabilities, if they relate to income
taxes levied by the same taxation authority on either:  -	the same taxable entity; or -	different taxable entities, which,
in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered, intend
to realize the current tax assets and settle the current tax liabilities on a net basis or realized and settle simultaneously.  (e)       Intangible Assets  (i)        Acquired both
separately and from a business combination  Purchased intangible assets are initially
measured at cost. The cost of an intangible asset acquired in a business combination is its fair value as at the date of acquisition.
Following initial recognition, intangible assets are measured at cost less any accumulated amortization and any accumulated impairment
losses. Intangible assets with finite lives are amortized over the useful life and assessed for impairment whenever there is an indication
that the intangible asset may be impaired. The amortization period and the amortization method for an intangible asset with a finite useful
life are reviewed at each financial year end.  (ii)       Autostereoscopic
3D display technologies and knowhow  The autostereoscopic 3D display technologies
and knowhow acquired in the business combination is measured at fair value as at the date of acquisition. These costs are amortized over
the estimated useful life of 8 years and are tested for impairment where an indicator of impairment exists. The useful lives are also
examined on an annual basis and adjustments, where applicable, are made on a prospective basis. Please refer to Note 15 for impairment
review of these autostereoscopic 3D display technologies and knowhow. F-11
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 NOTE 3.	SIGNIFICANT ACCOUNTING POLICIES (Continued)  (iii)       Research
and development costs  Development projects in the consolidated
statements of financial position represent the development costs directly attributable to and incurred for internal technology projects
of the Group. An intangible asset arising from development expenditure on an internal technology project is recognised and included in
development projects only when the Group can demonstrate the technical feasibility of completing the intangible asset or technology so
that it will be available for application in existing or new products or for sale, its intention to complete and its ability to use or
sell the asset, how the asset will generate future economic benefits, the availability of resources to complete the development, the ability
to measure reliably the expenditure attributable to the intangible asset during its development and the ability to use the tangible asset
generated. For labour costs, all research and development member salaries that are directly attributable to the technology project are
capitalised. Administrative staff and costs are recognised in the profit or loss instead of capitalising this portion of costs. Following
the initial recognition of the development expenditure, the cost model is applied requiring the asset to be carried at cost less any accumulated
impairment losses. The amortisation rate of these intangible assets was determined on the basis of the estimated useful life from the
time that the relevant asset is taken into use.  (iv)       Intellectual
property  Expenditure incurred on patents, trademarks
or licenses are capitalized from the date of application. They have a definite useful life and are carried at cost less accumulated amortization.
They are amortized using the straight-line method over their estimated useful lives for a period of 8 to 15 years.  (v)       Computer
software  Acquired computer software licenses are
capitalized on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortized over their
estimated useful lives ranging (2-5 years). Costs associated with maintaining computer software are recognized as an expense when incurred.  (f)       Inventories  Finished goods are stated at the lower of cost and
net realizable value on a "first in first out" basis. Cost comprises direct materials and delivery costs, import duties and
other taxes. Costs of purchased inventories are determined after deducting rebates and discounts received or receivable. Net realizable
value is the estimated selling price in the ordinary course of business less the estimated costs necessary to make the sale.  (g)       Leases  The Group has applied IFRS 16 using the modified retrospective
approach and therefore the comparative information has not been restated and continues to be reported under IAS 17 and IFRIC 4. The details
of accounting policies under IAS 17 and IFRIC 4 are disclosed separately.  The policy applicable from 1 January 2019  At inception of a contract, the Group assesses whether
a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified
asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified
asset, the Group uses the definition of a lease in IFRS 16.  This policy is applied to contracts entered into,
on or after 1 January 2019.  As a lessee  At commencement or on modification of a contract that
contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of its relative
and-alone prices. However, for the leases of property the Group has elected not to separate lease components and account for the lease
and non-lease components as a single lease component. F-12
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 NOTE 3.	SIGNIFICANT ACCOUNTING POLICIES (Continued)  The Group recognises a right-of-use asset and a lease
liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of
the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and
an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located,
less any lease incentives received.  The right-of-use asset is subsequently depreciated
using the straight-line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying
asset to the Group by the end of the lease term or the cost of the right-of-use asset reflects that the Group will exercise a purchase
option. In that case the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the
same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any,
and adjusted for certain remeasurements of the lease liability. The lease liability is initially measured at the present value of the
lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot
be readily determined, the Group's incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount
rate.  The Group determines its incremental borrowing rate
by obtaining interest rates from various external financing sources and makes certain adjustments to reflect the terms of the lease and
type of the asset leased.  Lease payments included in the measurement of the
lease liability comprise the following:  -	fixed payments, including in-substance
fixed payments; -	variable lease payments that depend
on an index or a rate, initially measured using the index or rate as at the commencement date; -	amounts expected to be payable under
a residual value guarantee; and -	the exercise price under a
purchase option that the Group is reasonably certain to exercise, lease payments in an optional renewal period if the Group is
reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Group is reasonably
certain not to terminate early.  The lease liability is measured at amortised cost
using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index
or rate, if there is a change in the Group's estimate of the amount expected to be payable under a residual value guarantee, if the Group
changes its assessment of whether it will exercise a purchase, extension or termination option or if there is a revised in-substance fixed
lease payment.  When the lease liability is remeasured in this way,
a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying
amount of the right-of-use asset has been reduced to zero.  The Group presents right-of-use assets that do not
meet the definition of investment property in property, plant and equipment' and lease liabilities in loans and
borrowings' in the statement of financial position.  Short-term leases and leases of low-value assets  The Group has elected not to recognise right-of-use
assets and lease liabilities for leases of low value assets and short-term leases, including IT equipment. The Group recognises the lease
payments associated with these leases as an expense on a straight-line basis over the lease term.  Policy applicable before 1 January 2019  For contracts entered into before 1 January 2019,
the Group determined whether the arrangement was or contained a lease based on the assessment of whether: fulfilment of the arrangement
was dependent on the use of a specific asset or assets; and the arrangement had conveyed a right to use the asset. An arrangement conveyed
the right to use the asset if one of the following was met: the purchaser had the ability or right to operate the asset while obtaining
or controlling more than an insignificant amount of the output; the purchaser had the ability or right to control physical access to the
asset while obtaining or controlling more than an insignificant amount of the output; or; amounts expected to be payable under a residual
value guarantee; and facts and circumstances indicated that it was remote that other parties would take more than an insignificant amount
of the output, and the price per unit was neither fixed per unit of output nor equal to the current market price per unit of output. F-13
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 NOTE 3.	SIGNIFICANT ACCOUNTING POLICIES (Continued)  As a lessee  In the comparative period, where the Group acquires
the use of assets under finance leases, the amounts representing the fair value of the leased asset, or, if lower, the present value of
the minimum lease payments, of such assets are recognised as plant and equipment and the corresponding liabilities, net of finance charges,
are recorded as obligations under finance leases. Depreciation is provided at rates which write off the cost or valuation of the assets
over the term of the relevant lease or, where it is likely the Group will obtain ownership of the asset, the life of the asset, as set
out in note 3(k). Impairment losses are accounted for in accordance with an accounting policy as set out in note 3(h). Finance charges
implicit in the lease payments are charged to profit or loss over the period of the leases so as to produce an approximately constant
periodic rate of charge on the remaining balance of the obligations for each accounting period. Contingent rentals are charged to profit
or loss in the accounting period in which they are incurred.  Lease payments for operating leases, where substantially
all the risks and benefits remain with the lessor, are charged as expenses on a straight line basis unless another method is more representative
of the pattern to the  (h)       Impairment of Assets  Internal and external sources of information are reviewed
at the end of each reporting period to identify indications that the following assets may be impaired or, except in the case of goodwill,
an impairment loss previously recognised no longer exists or may have decreased:  -	property, plant and equipment (other
than properties carried at revalued amounts); -	intangible assets; and -	goodwill.  If any such indication exists, the asset's recoverable
amount is estimated. In addition for goodwill, intangible assets that are not yet available for use and intangible assets that have indefinite
useful lives, the recoverable amount is estimated annually whether or not there is any indication of impairment.  (i)       Calculation
of recoverable amount  The recoverable amount of an asset is
the greater of its fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are
discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and
the risks specific to the asset. Where an asset does not generate cash inflows largely independent of those from other assets, the recoverable
amount is determined for the smallest group of assets that generates cash inflows independently (i.e. a cash-generating unit).  (ii)       Recognition
of impairment losses  An impairment loss is recognized in profit
or loss if the carrying amount of an asset, or the cash-generating unit to which it belongs, exceeds its recoverable amount. Impairment
losses recognized in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the
cash-generating unit (or group of units) and then, to reduce the carrying amount of the other assets in the unit (or group of units) on
a pro rata basis, except that the carrying value of an asset will not be reduced below its individual fair value less costs of disposal
(if measurable) or value in use (if determinable).  (iii)       Reversals
of impairment losses  In respect of assets other than goodwill,
an impairment loss is reversed if there has been a favorable change in the estimates used to determine the recoverable amount. An impairment
loss in respect of goodwill is not reversed.  A reversal of an impairment loss is limited
to the asset's carrying amount that would have been determined had no impairment loss been recognized in prior years. Reversals of impairment
losses are credited to profit or loss in the year in which the reversals are recognized. F-14
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 NOTE 3.	SIGNIFICANT ACCOUNTING POLICIES (Continued) (i)       Trade
deposits  Trade deposits are payments in advance to suppliers
of equipment, products and services, which are initially recognized at fair value and thereafter stated at amortized cost using the effective
interest method less impairment losses, except where the effect of discounting would be immaterial.  (j)       Plant
and Equipment  Items of plant and equipment are measured at cost
less accumulated depreciation and impairment losses.  The carrying amount of plant and equipment is reviewed
annually by the directors to ensure it is not in excess of the recoverable amount from those assets. The recoverable amount is assessed
on the basis of the expected net cash flows that will be received from the asset's employment and subsequent disposal. The expected net
cash flows have been discounted to their present values in determining recoverable amounts.  The depreciable amount of all fixed assets are depreciated
over their estimated useful lives to the Group commencing from the time the assets is held ready for use.  Depreciation is calculated on a straight-line basis
to write the net cost of each item of plant and equipment over their expected useful lives. The depreciation rates used for each class
of depreciable assets are generally as follows:  Class of fixed assets
    Depreciation rateLeasehold Improvements
    lesser of 5 years or lease termOffice Furniture and Equipment
    5-12 yearsMachinery
    5-12 years  Gains and losses on disposal are determined by deducting
the net book value of the assets from the proceeds of sale and are booked to the profit or loss in the year of disposal. F-15
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 NOTE 3. SIGNIFICANT ACCOUNTING POLICIES (Continued)  (k)       Foreign
Currency Translation  (i)       Functional and
presentation currency  Items included in the financial statements
of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the
"functional currency"). The consolidated financial statements are presented in Australian Dollars ("A$"), which is
the Group's presentation currency.  (ii)       Transactions and
balances  Foreign currency transactions during the
year are translated at the foreign exchange rates ruling at the transaction dates. Monetary assets and liabilities denominated in foreign
currencies are translated at the foreign exchange rates ruling at the end of the reporting period. Exchange gains and losses are recognized
in profit or loss, except those arising from foreign currency borrowings used to hedge a net investment in a foreign operation which are
recognized in other comprehensive income.  Non-monetary assets and liabilities that
are measured in terms of historical cost in a foreign currency are translated using the foreign exchange rates ruling at the transaction
dates. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated using the foreign
exchange rates ruling at the dates the fair value was measured.  (iii)       Group
companies  The results of foreign operations are translated
into Australian Dollars at the exchange rates approximating the foreign exchange rates ruling at the dates of the transactions. Statement
of financial position items, are translated into Australian Dollars at the closing foreign exchange rates at the end of the reporting
period. The resulting exchange differences are recognized in other comprehensive income and accumulated separately in equity in the exchange
reserve.  On disposal of a foreign operation, the
cumulative amount of the exchange differences relating to that foreign operation is reclassified from equity to profit or loss when the
profit or loss on disposal is recognized.  For years ended December 31, 2021 and 2020,
the comprehensive income was A$762,348 and A$883,878 respectively which was mainly resulted from the translation of the foreign operations
in Hong Kong (HK$), China (RMB) and United States (USA) into Australia dollars. The significant monetary items denominated in currencies
other than Australia dollars include intangible assets and goodwill, due to related companies, amount due to ultimate holding company,
borrowings, convertible bonds and derivative financial instruments.  (l)       Trade
and Other Receivables  Trade receivables are recognized at original invoice
amounts less an allowance for uncollectible amounts and have repayment terms between 30 and 90 days. Collectability of trade receivables
is assessed on an ongoing basis. Debts which are known to be uncollectible are written off. An allowance is made for doubtful debts where
there is objective evidence that the Group will not be able to collect all amounts due according to the original terms. Objective evidence
of impairment includes financial difficulties of the debtor, default payments or debts more than 30 days overdue. On confirmation that
the trade receivable will not be collectible, the gross carrying value of the asset is written off against the associated provision.  (m)       Trade
and Other Payables  These amounts represent liabilities for goods and
services provided to the Group prior to the end of the financial year which are unpaid. The amounts are unsecured and are paid on normal
commercial terms.  (n)       Provisions
and Contingent Liabilities  Provisions are recognized for other liabilities of
uncertain timing or amount when the Group has a legal or constructive obligation arising as a result of a past event, it is probable that
an outflow of economic benefits will be required to settle the obligation and a reliable estimate can be made. Where the time value of
money is material, provisions are stated at the present value of the expenditure expected to settle the obligation. Where it is not probable that an outflow of economic
benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the
probability of outflow of economic benefits is remote. Possible obligations, whose existence will only be confirmed by the occurrence
or non-occurrence of one or more future events are also disclosed as contingent liabilities unless the probability of outflow of economic
benefits is remote. F-16
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 NOTE 3.	SIGNIFICANT ACCOUNTING POLICIES (Continued)  (o)       Borrowings  Borrowings are initially recognized at fair value,
net of transaction costs incurred. Borrowings are subsequently measured at amortized cost. Any difference between the proceeds (net of
transaction costs) and the redemption amount is recognized in profit or loss over the period of the borrowings using the effective interest
method. Fees paid on the establishment of loan facilities, which are not an incremental cost relating to the actual draw-down of the facility,
are recognized as an offset against the liability balance and amortized on a straight-line basis over the term of the facility.  Borrowings are removed from the statement of financial
position when the obligation specified in the contract is discharged, cancelled or expired. The difference between the carrying amount
of the financial liability that has been extinguished or transferred to another party and the consideration paid, including any non-cash
assets transferred or liabilities assumed, is recognized in other income or other expenses.  Borrowings are classified as current liabilities unless
the Group has an unconditional right to defer settlement of the liability for at least 12 months after the end of the reporting period.  (p)       Borrowing Costs  Borrowing costs that are directly attributable to
the acquisition, construction or production of an asset which necessarily takes a substantial period of time to get ready for its intended
use or sale are capitalised as part of the cost of that asset. Other borrowing costs are expensed in the period in which they are incurred.  The capitalization of borrowing costs as part of the
cost of a qualifying asset commences when expenditure for the asset is being incurred, borrowing costs are being incurred and activities
that are necessary to prepare the asset for its intended use or sale are in progress. Capitalisation of borrowing costs is suspended or
ceases when substantially all the activities necessary to prepare the qualifying asset for its intended use or sale are interrupted or
complete.  (q)       Convertible
Promissory Note  Convertible promissory note that can be converted
into ordinary shares at the option of the holder, where the number of shares to be issued is fixed, are accounted for as compound financial
instruments, i.e. they contain both a liability component and an equity component.  At initial recognition the liability component of
the convertible promissory note is measured at fair value based on the future interest and principal payments, discounted at the prevailing
market rate of interest for similar non-convertible instruments. The equity component is the difference between the initial fair value
of the convertible promissory note as a whole and the initial fair value of the liability component. Transaction costs that relate to
the issue of a compound financial instrument are allocated to the liability and equity components in proportion to the allocation of proceeds.  The liability component is subsequently carried at
amortised cost. Interest expense recognised in profit or loss on the liability component is calculated using the effective interest method.
The equity component is recognised in the capital reserve until either the bonds are converted or redeemed.  If the note are converted, the capital reserve, together
with the carrying amount of the liability component at the time of conversion, is transferred to share capital and share premium as consideration
for the shares issued. If the note are redeemed, the capital reserve is released directly to retained profits.  (r)       Derivative Financial Instruments  Derivative financial instruments are recognised at
fair value. At the end of each reporting period the fair value is remeasured. The gain or loss on remeasurement to fair value is recognised
immediately in profit or loss.  (s)       Employee Benefits  (i)       Employee
leave entitlements  Employee entitlements to annual leave are
recognised when they accrue to employees. A provision is made for the estimated liability for annual leave as a result of services rendered
by employees up to the date of the statement of financial position.  Employee entitlements to sick leave and
maternity leave are not recognised until the time of leave. F-17
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 NOTE 3.	SIGNIFICANT ACCOUNTING POLICIES (Continued)  (ii)       Pension
obligations  Salaries, annual bonuses, paid annual leave,
contributions to defined contribution retirement plans and the cost of non-monetary benefits are accrued in the year in which the associated
services are rendered by employees. Where payment or settlement is deferred and the effect would be material, these amounts are stated
at their present values.  (t)       Cash and Cash Equivalents  Cash and cash equivalents include cash on hand and
call deposits with banks or financial institutions and net of bank overdrafts.  (u)       Revenue  Revenue is recognized in accordance with IFRS 15 Revenue
from Contracts with Customers. The underlying principle is to recognize revenue when a customer obtains control of the promised goods
at an amount that reflects the consideration that is expected to be received in exchange for those goods. It also requires increased disclosures
including the nature, amount, timing, and uncertainty of revenues and cash flows related to contracts with customers. We adopted IFRS
15 Revenue from Contracts with Customers at the beginning of 2018, and implemented new accounting policies and internal controls necessary
to support its requirements. The adoption of IFRS 15 did not have any impact on our revenue recognition.  We recognize revenue upon transfer of control of the
promised goods in a contract with a customer in an amount that reflects the consideration we expect to receive in exchange for those products.
Transfer of control occurs once the customer has the contractual right to use the product, generally upon shipment or once delivery and
risk of loss has transferred to the customer. We account for a contract with customer when we have approval and commitment from both parties,
the rights of the parties and payment terms are identified, the contract has commercial substance and collectability of consideration
is probable. We identify separated contractual performance obligations and evaluate each distinct performance obligation within a contract,
whether it is satisfied at a point in time or over time. All of our performance obligations for the reported periods were satisfied at
a point in time.  Revenue is allocated among performance obligations
in a manner that reflects the consideration that we expect to be entitled to for the promised goods based on standalone selling prices
(SSP). SSP are estimated for each distinct performance obligation and judgment may be required in their determination. The best evidence
of SSP is the observable price of the product when we sell the goods separately in similar circumstances and to similar customers.  Until January 1, 2018, revenues from sales of products
and services were recognized upon delivery provided that the collection of the resulting receivable was reasonably assured, there was
persuasive evidence of an arrangement, no significant obligations remained and the price was fixed or determinable.  The product warranties, which in the great majority
of cases includes component and functional errors, are usually granted for a one year period from legal transfer of the product. For the
customers, the specific warranty period and the specific warranty terms are part of the basis of the individual contract.  Warranty provisions include only standard warranty,
whereas services purchased in addition to the standard warranty are included in the services contracts.  Interest Income  Revenue is recognized as interest accrues using the
effective interest method.  (v)       Sales Taxes  Revenues, expenses and assets are recognized net of
the amount of goods and services tax ("GST") or valued-added tax ("VAT"), except where the amount of GST or VAT incurred
is not recoverable from the Australian Taxation Office or taxation authorities in other jurisdictions. In these circumstances, the GST
or VAT is recognized as part of the cost of acquisition of the assets or as part of an item of expense. Receivables and payables in the
consolidated statement of financial position are shown inclusive of GST or VAT.  Cash flows are included in the consolidated statement
of cash flows on a gross basis and the GST or VAT component of cash flows arising from investing and financing activities, which is recoverable
from, or payable to, the taxation authority are classified as operating cash flows. F-18
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 NOTE 3.	SIGNIFICANT ACCOUNTING POLICIES (Continued)  (w)       Earnings
Per Share  (i)       Basic
earnings per share  Basic earnings per share is calculated by
dividing the profit attributable to equity holders of the Group, excluding any costs of servicing equity other than ordinary shares,
by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares
issued during the year.  (ii)       Diluted
earnings per share  Diluted earnings per share adjusts the figures
used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing
costs associated with dilutive potential ordinary shares and the weighted average number of shares assumed to have been issued for no
consideration in relation to dilutive potential ordinary shares.  (x)       Issued
Capital  Ordinary shares are classified as equity.  Incremental costs directly attributable to the issue
of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Incremental costs directly attributable to
the issue of new shares or options for the acquisition of a business are not included in the cost of the acquisition as part of the purchase
consideration.  (y)       Related Party Transactions  For the purpose of these consolidated financial statements,
related party includes a person and entity as defined below:  (i)       A
person, or a close member of that person's family, is related to the Group if that person:  (i)has control or joint control over the Group;  (ii)has significant influence over the Group; or  (iii)is a member of the key management personnel of the Group or the Group's parent.  (ii)       An
entity is related to the Group if any of the following conditions applies:  (i)the entity and the Group are members of the same group (which means that each parent, subsidiary and fellow subsidiary
is related to the others).  (ii)one entity is an associate or joint venture of the other entity (or an associate or joint venture
of a member of a group
of which the other entity is a member).  (iii)both entities are joint ventures of the same third party.  (iv)one entity is a joint venture of a third entity and the other entity is an associate of the third
entity.  (v)the entity is a post-employment benefit plan for the benefit of employees of either the Group or
an entity related to
the Group.  (vi)the entity is controlled or jointly controlled by a person identified in (i).  (z)	Government grants  Government grants are recognized at fair value where
there is reasonable assurance that the grant will be received and all grant conditions will be met. Grants relating to expenses are recognised
as income over the periods necessary to match grants to the costs are compensating. Grants relating to assets are credited to deferred
income at fair value and are credited to income over the expected useful life of the assets on a straight line basis. F-19
 Table of Contents
 NOTE 3. SIGNIFICANT ACCOUNTING POLICIES (Continued)  (aa)	Fair Value  Fair values may be used for financial asset and liability
measurement and for sundry disclosures.  Fair value is the price that would be received to
sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It is based
on the presumption that the transaction takes place either in the principal market for the asset or liability or, in the absence of a
principal market, in the most advantageous market. The principal or most advantageous market must be accessible to, or by, the Group.  Fair value is measured using the assumptions that
market participants would use when pricing the asset or liability, assuming that market participants act in their best economic interest.  The fair value measurement of a non-financial asset
takes into account the market participant's ability to generate economic benefits by using the asset at its highest and best
use or by selling it to another market participant that would use the asset at its highest and best use.  In measuring fair value, the Group uses valuation
techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.  (ab)	Financial assets The classification of financial assets depends
on the nature and purpose of the financial assets and is determined at the time of initial recognition. Regular way purchases or
sales of financial assets are recognized and derecognized on a trade date or settlement date basis for which financial assets were
classified in the same way, respectively. Regular way purchases or sales are purchases or sales of financial assets that require
delivery of assets within the time frame established by regulation or convention in the marketplace.  (i)       Category of financial assets and measurement Financial assets are classified
into the following categories: financial assets at FVTPL, investments in debt instruments and equity instruments at FVTOCI, and
financial assets at amortized cost. (i)       Financial asset at FVTPL For certain financial assets which
include debt instruments that do not meet the criteria of amortized cost or FVTOCI, it is mandatorily required to measure them at
FVTPL. Any gain or loss arising from remeasurement is recognized in profit or loss. The net gain or loss recognized in profit or
loss incorporates any interest earned on the financial asset. (ii)       Investments in debt instruments at FVTOCI Debt instruments with contractual
terms specifying that cash flows are solely payments of principal and interest on the principal amount outstanding, together with
objective of collecting contractual cash flows and selling the financial assets, are measured at FVTOCI. Interest income calculated using the
effective interest method, foreign exchange gains and losses and impairment gains or losses on investments in debt instruments at
FVTOCI are recognized in profit or loss. Other changes in the carrying amount of these debt instruments are recognized in other
comprehensive income and will be reclassified to profit or loss when these debt instruments are disposed. (iii)       Investments in  equity instruments at FVTOCI On initial recognition, the Company
may irrevocably designate investments in equity investments that is not held for trading as at FVTOCI. Investments in equity instruments at
FVTOCI are subsequently measured at fair value with gains and losses arising from changes in fair value recognized in other
comprehensive income and accumulated in other equity. Dividends on these investments in
equity instruments at FVTOCI are recognized in profit or loss when the Company's right to receive the dividends is established,
unless the Company's rights clearly represent a recovery of part of the cost of the investment. (iv)       Measured at amortized cost Cash and cash equivalents, debt
instrument investments, notes and accounts receivable (including related parties), other receivables and refundable deposits are
measured at amortized cost. Debt instruments with contractual
terms specifying that cash flows are solely payments of principal and interest on the principal amount outstanding, together with
objective of holding financial assets in order to collect contractual cash flows, are measured at amortized cost. F-20
 Table of Contents
 (ii)       Impairment of financial assets At the end of each reporting period,
a loss allowance for expected credit loss is recognized for financial assets at amortized cost (including accounts receivable) and
for investments in debt instruments that are measured at FVTOCI. The loss allowance for accounts
receivable is measured at an amount equal to lifetime expected credit losses. For financial assets at amortized cost and investments
in debt instruments that are measured at FVTOCI, when the credit risk on the financial instrument has not increased significantly
since initial recognition, a loss allowance is recognized at an amount equal to expected credit loss resulting from possible default
events of a financial instrument within 12 months after the reporting date. If, on the other hand, there has been a significant
increase in credit risk since initial recognition, a loss allowance is recognized at an amount equal to expected credit loss
resulting from all possible default events over the expected life of a financial instrument. The Company recognizes an impairment
loss in profit or loss for all financial instruments with a corresponding adjustment to their carrying amount through a loss
allowance account, except for investments in debt instruments that are measured at FVTOCI, for which the loss allowance is
recognized in other comprehensive income and does not reduce the carrying amount of the financial asset. (iii)       Derecognition of financial assets The Group derecognizes a financial
asset only when the contractual rights to the cash flows from the financial asset expire, or when it transfers the financial asset
and substantially all the risks and rewards of ownership of the financial asset to another entity. On derecognition of a financial asset
at amortized cost in its entirety, the difference between the asset's carrying amount and the sum of the consideration received and
receivable is recognized in profit or loss. On derecognition of an investment in a debt instrument at FVTOCI, the difference between
the asset's carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been
recognized in other comprehensive income is recognized in profit or loss. However, on derecognition of an investment in an equity
instrument at FVTOCI, the cumulative gain or loss that had been recognized in other comprehensive income is transferred directly to
retained earnings, without recycling through profit or loss. (ac)	New, Revised or Amending Accounting Standards and Interpretations (i)       The
Group has applied the following standards and amendments for first time in their annual reporting period commencing January 1, 2021: Interest Rate Benchmark Reform - Phase 2: Amendments
to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 The amendments provide temporary reliefs
which address the financial reporting effects when an interbank offered rate (IBOR) is replaced with an alternative nearly risk-free interest
rate (RFR). The amendments include the following practical expedients: • A practical expedient to require
contractual changes, or changes to cash flows that are directly required by the reform, to be treated as changes to a floating interest
rate, equivalent to a movement in a market rate of interest • Permit changes required by IBOR
reform to be made to hedge designations and hedge documentation without the hedging relationship being discontinued • Provide temporary relief to entities
from having to meet the separately identifiable requirement when an RFR instrument is designated as a hedge of a risk component These amendments had no impact on the
consolidated financial statements of the Group. The Group intends to use the practical expedients in future periods if they become applicable. Covid-19-Related Rent Concessions beyond 30 June 2021 Amendments
to IFRS 16 On 28 May 2020, the IASB issued Covid-19-Related
Rent Concessions - amendment to IFRS 16 Leases The amendments provide relief to lessees from applying IFRS 16 guidance on lease modification
accounting for rent concessions arising as a direct consequence of the Covid-19 pandemic. As a practical expedient, a lessee may elect
not to assess whether a Covid-19 related rent concession from a lessor is a lease modification. A lessee that makes this election accounts
for any change in lease payments resulting from the Covid-19 related rent concession the same way it would account for the change under
IFRS 16, if the change were not a lease modification. The amendment was intended to apply until
30 June 2021, but as the impact of the Covid-19 pandemic is continuing, on 31 March 2021, the IASB extended the period of application
of the practical expedient to 30 June 2022.The amendment applies to annual reporting periods beginning on or after 1 April 2021. However,
the Group has not received Covid-19-related rent concessions but plans to apply the practical expedient if it becomes applicable within
allowed period of application. F-21
 Table of Contents
 NOTE 3. SIGNIFICANT ACCOUNTING POLICIES (Continued)  (ii)       New standards
and interpretations not yet adopted  A number of new standards, amendments to
standards and interpretations issued by the IASB which are not yet mandatorily applicable to the Group have not been applied in preparing
these consolidated financial statements. Those which may be relevant to the Group are set out as below and not expected to have a significant
impact on the Group"s consolidated financial statements. The Group does not plan to adopt these standards early.   New, Revised or Amended Standards and Interpretations
    Effective Date Issued by IASBAnnual Improvements to IFRS Standards 2018-2020 Cycle "Amendments to IFRS 1 First-time Adoption of International Financial Reporting Standards, IFRS 9 Financial Instruments, IFRS 16 Leases and IAS 41 Agriculture"
    January 1, 2022Amendments to IFRS 3 "Reference to the Conceptual Framework"
    January 1, 2022Amendments to IFRS 10 and IAS 28 "Sales or Contribution of Assets between an Investor and its Associate or Joint Venture"
    To be determined by IASBAmendments to IAS 1 "Classification of Liabilities as Current or Non-current"
    January 1, 2023Amendments to IAS 1 "Disclosure of Accounting Policies"
    January 1, 2023Amendments to IAS 8 "Definition of Accounting Estimates"
    January 1, 2023Amendments to IAS 12 "Deferred Tax related to Assets and Liabilities arising from a Single Transaction"
    January 1, 2023Amendments to IAS 16 "Property, Plant and Equipment: Proceeds before Intended Use"
    January 1, 2022Amendments to IAS 37 "Onerous Contracts - Costs of Fulfilling a Contract"
    January 1, 2022  (ad)	Critical Accounting Judgments, Estimates
and Assumptions  The preparation of the consolidated financial statements
requires management to make judgments, estimates and assumptions that affect the reported amounts in the consolidated financial statements.
Management continually evaluates its judgments and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses.
Management bases its judgments, estimates and assumptions on historical experience and on other various factors, including expectations
of future events, management believes to be reasonable under the circumstances. The resulting accounting judgments and estimates will
seldom equal the related actual results. The judgments, estimates and assumptions that have a significant risk of causing a material adjustment
to the carrying amounts of assets and liabilities within the next financial year are discussed below.  (i)       Provision
for impairment of receivables  The provision for impairment of receivables
assessment requires a degree of estimation and judgment. The level of provision is assessed by taking into account the recent sales experience,
the ageing of receivables, historical collection rates and specific knowledge of the individual debtor's financial position.
Refer to Note 12 for further details.  (ii)       Estimation
of useful lives of assets  The Group determines the estimated useful
lives and related depreciation and amortization charges for its plant and equipment and finite life intangible assets. The useful lives
could change significantly as a result of technical innovations or some other events. The depreciation and amortization charge will increase
where the useful lives are less than previously estimated lives, or technically obsolete or non-strategic assets that have been abandoned
or sold will be written off or written down. Please refer to Note 3(e) and 3(j) for further detail. F-22
 Table of Contents
 NOTE 3. SIGNIFICANT ACCOUNTING POLICIES (Continued)  (iii)       Income
tax  The Group is subject to income taxes in
the jurisdictions in which it operates. Significant judgment is required in determining the provision for income tax and in assessing
whether deferred tax assets and certain deferred tax liabilities are recognized in the consolidated statement of financial position. Deferred
tax assets, including those arising from unrecouped tax losses, capital losses and temporary differences, are recognized only where it
is considered more likely than not that they will be recovered, which is dependent on the generation of sufficient future taxable profits.
Assumptions about the generation of future taxable profits depend on management's estimates of future cash flows. In addition,
there are many transactions and calculations undertaken during the ordinary course of business for which the ultimate tax determination
is uncertain. The Group recognizes liabilities for anticipated tax audit issues based on the Group's current understanding
of the tax law. Where the final tax outcome of these matters is different from the carrying amounts, such differences will impact the
current and deferred tax provisions in the period in which such determination is made.  Judgements are also required about the
application of income tax legislation. These judgements and assumptions are subject to risk and uncertainty, hence there is a possibility
that changes in circumstances will alter expectations, which may impact the amount of deferred tax assets and deferred tax liabilities
recognized in the statement of financial position and the amount of other tax losses and temporary differences not yet recognized. In
such circumstances, some or all of the carrying amounts of recognized deferred tax assets and liabilities may require adjustments, resulting
in a corresponding credit or charge to the consolidated statement of profit or loss and comprehensive income.  (iv)       Capitalized technology
development expenditure in intangibles  In determining which technology development
expenditure may be capitalized the Group applies judgement to distinguish those costs which have a direct relationship to the criteria
for capitalization described in accounting policy Note 3e, from those which should be expensed in the period incurred. This involves evaluating
the nature of work performed by staff as well as universities, educational and professional institutions, third party consultants and
contractors, and in many cases includes a judgmental apportionment of costs.  (v)       Impairment
of non-financial assets  The Group assesses impairment of all assets
(including intangible assets) at each reporting date by evaluating conditions specific to the Group and to the particular asset that may
lead to impairment. These include product, technology, economic and political environments and future product expectations. If an impairment
trigger exists the recoverable amount of the asset is determined. Given the current uncertain economic environment management considered
that the indicators of impairment were significant enough and as such these assets have been tested for impairment in this financial period.
Refer to Note 3(h) for details regarding the method and assumptions used.  (vi)       Fair
value of convertible bonds  The fair value of convertible bonds are
determined using valuation techniques including reference to other instruments that are substantially the same, discounted cash flow analysis
and option pricing model. The inputs to these models are taken from observable markets where possible, but where this is not feasible,
a degree of judgement is required in establishing fair values.  (vii)       Fair
value of derivative financial instruments  The fair values of derivative financial
instruments that are not quoted in active markets are determined by using valuation techniques. Valuation techniques used include discounted
cash flows analysis and models with built-in functions available in externally acquired financial analysis or risk management systems
widely used by the industry such as option pricing models. To the extent practical, the models use observable data. In addition, valuation
adjustments may be adopted if factors such as credit risk are not considered in the valuation models. Management judgement and estimates
are required for the selection of appropriate valuation parameters, assumptions and modelling techniques.  (viii)       Valuation of Inventory  Inventories are stated at the lower
of cost or net realizable value, and the Group uses estimate to determine the net realizable value of inventory at the end of each
reporting period.  The Group estimates the net
realizable value of inventory for normal waste, obsolescence and unmarketable items at the end of reporting period and then writes
down the cost of inventories to net realizable value. The net realizable value of the inventory is determined mainly based on
assumptions of future demand within a specific time horizon. F-23
 Table of Contents
 NOTE 4.	REVENUE AND SEGMENT INFORMATION  ConsolidatedDecember 31, 
2021A$
    
    December 31, 
2020A$
    
    December 31, 
2019A$Development, sales and distribution of 3D autostereoscopic products and conversion equipment
    
    3,980
    
    1,427,157
    
    1,273,921Sales of software and technology solutions
    
    -
    
    -
    
    1,504Sales of air- filter products
    
    189,133
    
    317,472
    
    -Total Revenue
    
    193,113
    
    1,744,629
    
    1,275,425  Operating segments have been determined on the basis
of reports reviewed by the executive director. The executive director is considered to be the chief operating decision maker of the Group.
The executive director considers that the Group has assessed and allocated resources on this basis. The executive director considers that
the Group has six operating segments for the year ended December 31, 2021 (2019: three and 2020: four), being (1) the development, sale
and distribution of autostereoscopic 3D displays, conversion equipment, software and others, (2) the sale of electronic glass, (3) sale
of nano coated plates and air filters, (4) provision of credit risk analysis, (5) IoT and (6) Corporate.  Disaggregation of Revenue  Timing of transfer of good or services  2021
    
    At a point
    in time
    A$
    
    Over timeA$
    
    TotalA$Development, sales and distribution of 3D autostereoscopic products and conversion equipment
    
    3,980
    
    -
    
    3,980Sales of air- filter products
    
    189,133
    
    -
    
    189,133Total Revenue
    
    193,113
    
    -
    
    193,113  2020
    
    At a point
    in time
    A$
    
    Over timeA$
    
    TotalA$Development, sales and distribution of 3D autostereoscopic products and conversion equipment
    
    1,342,444
    
    84,713
    
    1,427,157Sales of air- filter products
    
    317,472
    
    -
    
    317,472Total Revenue
    
    1,659,916
    
    84,713
    
    1,744,629   2019
    
    At a point
    in time
    A$
    
    Over timeA$
    
    TotalA$Development, sales and distribution of 3D autostereoscopic products and conversion equipment
    
    1,164,103
    
    109,818
    
    1,273,921Sales of software and technology solutions
    
    1,504
    
    -
    
    1,504Total Revenue
    
    1,165,607
    
    109,818
    
    1,275,425 F-24
 Table of Contents
 NOTE 4.	REVENUE AND SEGMENT INFORMATION (Continued)  Revenue by geographic location  The Group's operations are located in Korea, Hong
Kong and China. The following table provides an analysis of the Group's sales by geographical markets based on locations of customers:  ConsolidatedDecember 31, 
2021
A$
    
    December 31, 
2020
A$
    
    December 31, 
2019
A$Hong Kong
    
    3,980
    
    1,366,200
    
    1,195,150China
    
    6,846
    
    60,956
    
    80,275Korea
    
    -
    
    315,034
    
    -USA
    
    104,164
    
    -
    
    -Malaysia
    
    78,123
    
    -
    
    -Other
    
    -
    
    2,439
    
    -193,113
    
    1,744,629
    
    1,275,425  Non-current assets by geographic location ConsolidatedDecember 31, 2021A$
    
    December 31, 2020A$
    
    December 31, 2019A$Australia
    
    562,500
    
    -
    
    -USA
    
    4,599,618
    
    -
    
    -Hong Kong
    
    1,946,263
    
    262,626
    
    13,136,585China
    
    4,138,043
    
    2,139,605
    
    1,580,444Korea
    
    10,562,521
    
    4,915,447
    
    -21,808,945
    
    7,317,678
    
    14,717,029 F-25
 Table of Contents
 NOTE 4.	REVENUE AND SEGMENT INFORMATION (Continued)  Major customers  For the year ended December 31, 2021, the Group has
two individual customers (2020 and 2019: 4 and 2 respectively) with revenues comprising more than 10% of Group's revenues and their respective
receivables due from these customers are disclosed below:  December 31, 2021
    
    December 31, 2020
    
    December 31, 2019Percentage of
    Revenue
    
    Balance due
    A$
    
    Percentage of
    Revenue
    
    Balance due
    A$
    
    Percentage of
    Revenue
    
    Balance due
    A$Customer A
    
    -
    
    -
    
    16.23%
    
    -
    
    41.00%
    
    -Customer B
    
    53.93%
    
    104,645
    
    -
    
    -
    
    -
    
    -Customer C
    
    -
    
    -
    
    -
    
    -
    
    13.00%
    
    116,488Customer D
    
    40.45%
    
    78,483
    
    -
    
    -
    
    -
    
    -Customer E
    
    -
    
    -
    
    41.23%
    
    628,621
    
    -
    
    -Customer F
    
    -
    
    -
    
    18.05%
    
    314,892
    
    -
    
    -Customer G
    
    -
    
    -
    
    10.87%
    
    179,338
    
    -
    
    -  Segment information for the reporting period
is as follows:  For the year ended December 31, 2021
    
    Development, sale and distribution of 3D displays, conversion equipment, software and othersA$
    
    Sales of electronic glass
    A$
    
    Sales of air- filter productsA$
    
    Provision of credit risk analysis
    A$
    
    IoTA$
    
    CorporateA$
    
    TotalA$RevenueRevenue from operating activities
    
    3,980
    
    -
    
    189,133
    
    -
    
    -
    
    -
    
    193,113Interest income
    
    18,859
    
    -
    
    -
    
    5
    
    -
    
    -
    
    18,864Fair value change in derivative financial instruments
    
    -
    
    -
    
    -
    
    -
    
    -
    
    (842,463)
    
    (842,463)Other income
    
    -
    
    -
    
    -
    
    -
    
    39,731
    
    296,076
    
    335,807Segment revenue
    
    22,839
    
    -
    
    189,133
    
    5
    
    39,731
    
    (546,387)
    
    (294,679)Cost of sales
    
    2,721
    
    6,654
    
    140,072
    
    -
    
    -
    
    -
    
    149,447Employee benefit expenses
    
    215,757
    
    105,680
    
    -
    
    10,925
    
    550,817
    
    730,743
    
    1,613,922Depreciation and amortization expenses
    
    109,325
    
    913
    
    1,049,125
    
    -
    
    25,976
    
    141,472
    
    1,326,811Professional and consulting expenses
    
    5,802
    
    8,772
    
    36,881
    
    307,700
    
    1,179,003
    
    837,880
    
    2,376,038Travel and accommodation expenses
    
    7,980
    
    65,808
    
    -
    
    10,633
    
    919
    
    6,045
    
    91,385Other operating expenses
    
    1,534,404
    
    92,035
    
    23,855
    
    66,372
    
    692,327
    
    (1,683,283)
    
    725,710Provision for obsolence inventory
    
    (9,439)
    
    -
    
    -
    
    -
    
    -
    
    -
    
    (9,439)Provision for bad debts
    
    -
    
    -
    
    14,390
    
    -
    
    -
    
    -
    
    14,390(Gain)/ Loss disposal of subsidiaries
    
    (6,927,976)
    
    -
    
    -
    
    -
    
    -
    
    4,929,707
    
    (1,998,269)Finance costs
    
    16,763
    
    60,448
    
    3,009
    
    -
    
    (33,335)
    
    1,954,067
    
    2,000,952Segment expenses
    
    (5,044,663)
    
    340,310
    
    1,267,332
    
    395,630
    
    2,415,707
    
    6,916,631
    
    6,290,947Segment operating (loss) / profit
    
    5,067,502
    
    (340,310)
    
    (1,078,199)
    
    (395,625)
    
    (2,375,976)
    
    (7,463,018)
    
    (6,585,626)Segment assets 2021
    
    -
    
    15,645,858
    
    6,417,042
    
    2,049,261
    
    767,670
    
    210,580
    
    25,090,411Segment liabilities 2021
    
    -
    
    (1,737,509)
    
    (457,741)
    
    (808,980)
    
    (287,802)
    
    (7,842,009)
    
    (11,134,041)-
    
    13,908,349
    
    5,959,301
    
    1,240,281
    
    479,868
    
    (7,631,429)
    
    13,956,370 F-26
 Table of Contents
 NOTE 4.	REVENUE AND SEGMENT INFORMATION (Continued)  For the year ended December 31, 2020
    
    Development, sale and distribution of 3D displays, conversion equipment, software and othersA$
    
    Sales of air- filter productsA$
    
    Consultancy servicesA$
    
    CorporateA$
    
    TotalA$RevenueRevenue from operating activities
    
    1,427,157
    
    317,472
    
    -
    
    -
    
    1,744,629Interest income
    
    6,197
    
    -
    
    -
    
    -
    
    6,197Fair value change in derivative financial instruments
    
    -
    
    -
    
    -
    
    2,312,197
    
    2,312,197Other income
    
    82,561
    
    -
    
    -
    
    -
    
    82,561Segment revenue
    
    1,515,915
    
    317,472
    
    -
    
    2,312,197
    
    4,145,584Cost of sales
    
    1,155,006
    
    156,560
    
    -
    
    -
    
    1,311,566Employee benefit expenses
    
    1,570,626
    
    -
    
    241,914
    
    400,103
    
    2,212,643Depreciation and amortization expenses
    
    1,897,243
    
    179,144
    
    2,307
    
    68
    
    2,078,762Professional and consulting expenses
    
    (116,977)
    
    -
    
    634,186
    
    856,698
    
    1,373,907Travel and accommodation expenses
    
    24,436
    
    -
    
    2,246
    
    14,213
    
    40,895Other operating expenses
    
    734,523
    
    1,196
    
    40,476
    
    334,945
    
    1,111,140Provision for bad debt
    
    58,932
    
    -
    
    -
    
    -
    
    58,932Provision for inventory obsolescence
    
    (17,671)
    
    -
    
    -
    
    -
    
    (17,671)Loss disposal of subsidiaries
    
    (22,206,347)
    
    -
    
    -
    
    22,235,337
    
    28,990Plant and equipment written off
    
    -
    
    -
    
    -
    
    110
    
    110Provision for impairment loss on intangible assets
    
    3,459,340
    
    -
    
    -
    
    -
    
    3,459,340Development projects written off
    
    930,356
    
    -
    
    -
    
    -
    
    930,356Finance costs
    
    408,054
    
    -
    
    -
    
    1,692,218
    
    2,100,272Segment expenses
    
    (12,102,479)
    
    336,900
    
    921,129
    
    25,533,692
    
    14,689,242Segment operating (loss) / profit
    
    13,618,394
    
    (19,428)
    
    (921,129)
    
    (23,221,495)
    
    (10,543,658)Segment assets 2020
    
    2,070,047
    
    6,529,733
    
    2,337,630
    
    2,016,256
    
    12,953,666Segment liabilities 2020
    
    5,015,497
    
    2,733,042
    
    5,888,659
    
    (5,589,384)
    
    8,047,814 F-27
 Table of Contents
 NOTE 4.	REVENUE AND SEGMENT INFORMATION (Continued)  For the year ended December 31, 2019
    
    Development, sale and distribution of 3D displays, conversion equipment, software and othersA$
    
    Sales and distribution of audio products*A$
    
    Consultancy servicesA$
    
    CorporateA$
    
    TotalA$Revenue from operating activities
    
    1,275,425
    
    -
    
    -
    
    -
    
    1,275,425Interest income
    
    115,707
    
    -
    
    -
    
    55
    
    115,762Fair value change in derivative financial instruments
    
    -
    
    -
    
    -
    
    127,551
    
    127,551Other income
    
    807,831
    
    -
    
    -
    
    -
    
    807,831Gain on disposal of plant and equipment
    
    212,195
    
    -
    
    -
    
    -
    
    212,195Segment revenue
    
    2,411,158
    
    -
    
    -
    
    127,606
    
    2,538,764Cost of sales
    
    1,008,821
    
    -
    
    -
    
    -
    
    1,008,821Employee benefit expenses
    
    3,302,504
    
    -
    
    42,573
    
    689,301
    
    4,034,378Depreciation and amortization expenses
    
    3,166,643
    
    -
    
    7,375
    
    766
    
    3,174,784Professional and consulting expenses
    
    711,172
    
    -
    
    547,018
    
    761,780
    
    2,019,970Travel and accommodation expenses
    
    174,914
    
    -
    
    51,171
    
    55,810
    
    281,895Other operating expenses
    
    1,731,000
    
    -
    
    5,544
    
    17,452
    
    1,753,996Provision for impairment loss of goodwill
    
    -
    
    -
    
    -
    
    4,486,301
    
    4,486,301Provision for inventory obsolescence
    
    799,871
    
    -
    
    -
    
    -
    
    799,871Finance costs
    
    1,561,625
    
    -
    
    -
    
    -
    
    1,561,625Segment expenses
    
    12,456,550
    
    -
    
    653,681
    
    6,011,410
    
    19,121,641Segment operating (loss) / profit
    
    (10,045,392)
    
    -
    
    (653,681)
    
    (5,883,804)
    
    (16,582,877)Segment assets 2019
    
    12,498,397
    
    -
    
    29,716
    
    7,418,163
    
    19,946,276Segment liabilities 2019
    
    16,209,166
    
    -
    
    3,004,589
    
    653,498
    
    19,867,253  * Discontinued in 2019 F-28
 Table of Contents
 NOTE 5.	OTHER INCOME  ConsolidatedDecember 31, 
2021A$
    
    December 31, 
2020A$
    
    December 31, 
2019A$Government grant
    
    -
    
    82,082
    
    789,083Sundry income
    
    335,807
    
    479
    
    18,748335,807
    
    82,561
    
    807,831  NOTE 6.	FINANCE COSTS  ConsolidatedDecember 31, 
2021
A$
    
    December 31, 
2020
A$
    
    December 31, 
2019A$Bank overdraft and borrowing interest
    
    -
    
    37,091
    
    84,920Interest on revolving loan
    
    16,763
    
    228,627
    
    50,328Interest on operating lease liability
    
    88,818
    
    32,526
    
    109,675Interest on convertible bonds
    
    -
    
    109,811
    
    1,316,702Interest on convertible promissory notes (Note 22)
    
    1,895,371
    
    1,692,217
    
    -2,000,952
    
    2,100,272
    
    1,561,625 F-29
 Table of Contents
 NOTE 7.	LOSS BEFORE INCOME TAX  ConsolidatedDecember 31, 
2021A$
    
    December 31, 
2020A$
    
    December 31, 
2019A$Employee benefit expenses:- Wages and salaries
    
    851,073
    
    1,482,072
    
    3,352,495- Defined contribution superannuation plan expenses
    
    32,106
    
    83,441
    
    255,708- Less: Labor cost allocated to development projects
    
    -
    
    (133,702)
    
    (289,126)883,179
    
    1,431,811
    
    3,319,077- Executive directors' remuneration
    
    574,371
    
    722,157
    
    683,944- Non-executive directors' remuneration
    
    156,372
    
    58,675
    
    31,357730,743
    
    780,832
    
    715,301Total employee benefit expenses
    
    1,613,922
    
    2,212,643
    
    4,034,378Depreciation and amortization of non-current assets:- Leasehold improvements
    
    18,978
    
    10,385
    
    44,698- Office furniture and equipment
    
    118,143
    
    179,140
    
    504,447- Motor vehicles
    
    -
    
    -
    
    18,757- Machinery
    
    1,049,125
    
    172,982
    
    -- Right of use assets
    
    140,565
    
    299,981
    
    488,520- Intangible assets
    
    -
    
    1,416,274
    
    2,118,362Total depreciation and amortization
    
    1,326,811
    
    2,078,762
    
    3,174,784Other Expenses:Allowances for bad debts
    
    14,390
    
    58,932
    
    11,052Rental expense on operating lease
    
    116,406
    
    126,382
    
    637,321Reversal/(Provision) of allowance for inventory obsolescence
    
    (9,439)
    
    (17,671)
    
    799,871Audit and review of financial statements:-    statutory audit of the Group in Australia
    
    -
    
    25,000
    
    55,157-    statutory audit of the Group in USA
    
    185,272
    
    76,780
    
    435,899-    auditors of the subsidiaries in Hong Kong and China
    
    10,922
    
    -
    
    14,246-    review for other reporting purposes
    
    87,130
    
    18,822
    
    -Total audit and review fees
    
    283,324
    
    120,602
    
    505,302 F-30
 Table of Contents
 NOTE 8. INCOME TAX (EXPENSE) / CREDIT  ConsolidatedDecember 31, 
2021A$
    
    December 31, 
2020A$
    
    December 31, 
2019A$Income tax expenses
    
    -
    
    -
    
    -Deferred tax expenses
    
    -
    
    -
    
    (117,322)Income tax expenses
    
    -
    
    -
    
    (117,322)  (a)       The prima-facie tax on loss before income tax is reconciled to the income tax expense as follows:  ConsolidatedDecember 31, 
2021A$
    
    December 31, 
2020A$
    
    December 31, 
2019
A$Numerical reconciliation of income tax expense to prima facie tax payableLoss before income tax
    
    (6,585,626)
    
    (10,543,548)
    
    (16,582,877)Income tax  expenses on loss before income tax at 30%
    
    1,975,688
    
    3,163,064
    
    4,974,863Difference in overseas tax rates
    
    (401,475)
    
    (148,299)
    
    (3,260,006)Add / (less) the tax effect of:Tax losses and temporary differences for the year for which no deferred tax is recognized
    
    (1,574,213)
    
    (3,014,765)
    
    (1,832,179)Income tax expenses
    
    -
    
    -
    
    (117,322)  (b)       Deferred
tax   liabilities arising from temporary differences and unused tax losses can be summarized as follows:  ConsolidatedDecember 31, 
2021A$
    
    December 31, 
2020A$Balance brought forward
    
    
    
    (13,668)
    
    (1,372,653)Written off of the deferred tax liabilities
    
    
    
    -
    
    -Release of disposal of subsidiaries
    
    
    
    -
    
    1,380,402Exchange difference
    
    
    
    13,668
    
    (21,417)Total
    
    
    
    -
    
    (13,668)  (c)       There were no income tax payable
in the consolidated statements of financial position in years 2021 and 2020.  NOTE 9.	DIVIDENDS  No dividends were declared and paid during the financial
year ended December 31, 2021 (2020: Nil).  NOTE 10.	LOSS PER SHARE  ConsolidatedDecember 31, 
2021
    
    December 31, 
2020
    
    December 31, 
2019Loss after income tax attributable to shareholders
    
    A$(5,771,510)
    
    A$(10,034,077)
    
    A$(15,646,147)Number of ordinary shares
    
    9,329,420
    
    6,513,671
    
    3,377,386Weighted average number of ordinary shares on issue
    
    8,292,403
    
    4,311,360
    
    3,377,386Basic and diluted loss per share
    
    A$(0.70)
    
    A$ (2.33)
    
    A$ (4.63) F-31
 Table of Contents
 NOTE 11.	INVENTORIES  Inventories consist of the following: ConsolidatedDecember 31, 
2021
A$
    
    December 31, 
2020
A$Raw materials
    
    -
    
    296,472Finished goods - displays and other products
    
    -
    
    529,080Provision for inventories obsolescence
    
    -
    
    (638,151)Total
    
    -
    
    187,401  NOTE 12.	TRADE AND OTHER RECEIVABLES  ConsolidatedDecember 31, 
2021A$
    
    December 31, 
2020A$Trade receivables
    
    480,095
    
    1,233,709Other receivables
    
    20,482
    
    1,689500,577
    
    1,235,398Less: Allowances for doubtful debts
    
    (14,456)
    
    (70,793)486,121
    
    1,164,605  (a)       Ageing Analysis  The ageing analysis of trade receivables is as follows: ConsolidatedDecember 31, 
2021A$
    
    December 31, 
2020A$Past due:< 31 days
    
    190,969
    
    711,75431 - 90 days
    
    -
    
    394,384> 90 days
    
    289,126
    
    127,571480,095
    
    1,233,709  (b)       Trade receivables which are
past due but not impaired  Included in the Group's trade receivable balances
are debtors with an aggregate carrying amount of A$480,095 (2020: A$1,233,709) which are past due at the end of the reporting period for
which the Group has made provision for impairment loss of A$14,456 (2020: A$70,793).  The carrying value of trade receivables is considered
reasonable approximation of fair value to the short-term nature of the balance.  The maximum exposure to credit risk at the reporting
date is the fair value of each class of receivables in the consolidated financial statements. Refer to Note 28(e) for further details
of credit risk management. F-32
 Table of Contents
 NOTE 13.	OTHER ASSETS  ConsolidatedDecember 31, 
2021
A$
    
    December 31, 
2020
A$Prepayments
    
    -
    
    50,382Trade deposits
    
    432,236
    
    692,026Other deposits
    
    1,574,128
    
    1,347,360VAT receivable
    
    272
    
    1292,006,636
    
    2,089,897   NOTE 14.	PLANT AND EQUIPMENT  ConsolidatedLeasehold Improvements
    A$
    
    Fixtures and Equipment
    A$
    
    MachineryA$
    
    TotalA$  As
    of December 31, 2019Cost
    
    
    
    826,997
    
    2,888,508
    
    -
    
    3,715,505Accumulated depreciation
    
    
    
    (743,048)
    
    (2,243,340)
    
    -
    
    (2,986,388)Carrying
    amount as of December 31, 2019
    
    
    
    83,949
    
    645,168
    
    -
    
    729,117  Year ended December 31, 2020Opening
    carrying amount
    
    
    
    83,949
    
    645,168
    
    -
    
    729,117Additions
    
    
    
    2,064
    
    7,899
    
    7,224,551
    
    7,234,514Disposals
    
    
    
    (80,581)
    
    (203,788)
    
    -
    
    (284,369)Depreciation expenses
    
    
    
    (10,385)
    
    (172,979)
    
    (179,144)
    
    (362,508)Exchange difference
    
    
    
    4,953
    
    (13,674)
    
    9,645
    
    924Closing
    carrying amount as of December 31, 2020
    
    
    
    -
    
    262,626
    
    7,055,052
    
    7,317,678  As
    of December 31, 2020Cost
    
    
    
    -
    
    710,621
    
    7,224,551
    
    7,935,172Accumulated depreciation
    
    
    
    -
    
    (447,995)
    
    (169,499)
    
    (617,494)Carrying
    amount as of December 31, 2020
    
    
    
    -
    
    262,626
    
    7,055,052
    
    7,317,678  Year ended December 31, 2021Opening carrying amount
    
    
    
    -
    
    262,626
    
    7,055,052
    
    7,317,678Additions
    
    
    
    42,392
    
    28,717
    
    -
    
    71,109Disposals
    
    
    
    -
    
    (164,829)
    
    -
    
    (164,829)Depreciation expenses
    
    
    
    (18,978)
    
    (118,143)
    
    (1,049,125)
    
    (1,186,246)Exchange difference
    
    
    
    (452)
    
    14,341
    
    390,133
    
    404,022Closing
    carrying amount as of December 31, 2021
    
    
    
    22,962
    
    22,712
    
    6,396,060
    
    6,441,734  As of December
    31, 2021Cost
    
    
    
    42,392
    
    199,798
    
    7,655,465
    
    7,897,655Accumulated depreciation
    
    
    
    (19,430)
    
    (177,086)
    
    (1,259,405)
    
    (1,455,921)Carrying amount as of
    December 31, 2021
    
    
    
    22,962
    
    22,712
    
    6,396,060
    
    6,441,734 F-33
 Table of Contents
 NOTE 15.	INTANGIBLE ASSETS AND GOODWILL  ConsolidatedGoodwillA$
    
    Technologies and KnowhowA$
    
    Patents and TrademarkA$
    
    Software and LicenseA$
    
    TotalA$CostAs of
    January 1, 2020
    
    14,578,707
    
    14,880,322
    
    1,283,700
    
    531,471
    
    31,274,200Additions
    
    -
    
    446,786
    
    36,688
    
    3,771
    
    487,245Disposal
    
    (14,578,707)
    
    8,927,601
    
    (976,692)
    
    (2,680)
    
    (24,485,680)Exchange difference
    
    -
    
    (181,683)
    
    (107,168)
    
    (45,698)
    
    (334,549)As of
    December 31, 2020
    
    -
    
    6,217,824
    
    236,528
    
    486,864
    
    6,941,216As of
    January 1, 2021
    
    -
    
    6,217,824
    
    236,528
    
    486,864
    
    6,941,216Additions
    
    -
    
    1,900,589
    
    -
    
    -
    
    1,900,589As of
    December 31, 2021
    
    -
    
    8,118,413
    
    236,528
    
    486,864
    
    8,841,805Accumulated Amortization and Impairment LossesAs of
    January 1, 2020
    
    (14,578,707)
    
    (6,157,872)
    
    (390,491)
    
    (196,327)
    
    (21,323,397)Amortization
    
    -
    
    (1,238,718)
    
    (82,474)
    
    (95,082)
    
    (1,416,274)Provision for impairment
    
    -
    
    (3,155,932)
    
    (81,875)
    
    (221,533)
    
    (3,459,340)Disposal
    
    14,578,707
    
    4,617,299
    
    288,570
    
    -
    
    19,484,576Exchange difference
    
    -
    
    (282,601)
    
    29,742
    
    26,078
    
    (226,781)As of
    December 31, 2020
    
    -
    
    (6,217,824)
    
    (236,528)
    
    (486,864)
    
    (6,941,216)As of
    January 1, 2021
    
    -
    
    (6,217,824)
    
    (236,528)
    
    (486,864)
    
    (6,941,216)As of
    December 31, 2021
    
    -
    
    (6,217,824)
    
    (236,528)
    
    (486,864)
    
    (6,941,216)Carrying AmountAs
    of December 31, 2021
    
    -
    
    1,900,589
    
    -
    
    -
    
    1,900,589As
    of December 31, 2020
    
    -
    
    -
    
    -
    
    -
    
    -  As at December 31, 2020, based on the results of impairment
review and value-in-use assessment, the management considered that the goodwill and intangible assets have suffered an impairment loss
and provision of impairment for goodwill of A$4,486,301 has been made in 2019, which then impaired the full value of the goodwill of A$14,578,707.  During the year 2020, the Group restructured
of certain subsidiaries which had intangible assets. The details of these disposals are set out in note 24. F-34
 Table of Contents
 NOTE 16.	FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME  ConsolidatedDecember 31
    2021
    A$
    
    December 31 2020
    A$Investment
    in equity instrument designated at FVOCIInvestment in Listed Shares
    562,500
    
    -  On February 25, 2021, the Group completed the underwriting
in Oakridge International Limited (formerly known as Xped Limited) ("Oakridge"), a company listed on the Australian
Securities Exchange, for 500 million shares at a subscription price of A$0.001 per share for a total subscription amount of A$500,000
or equivalent to US$381,000. The 500 million shares represent approximately 15% of the then total outstanding shares in Oakridge.  This investment in equity instrument is not held for
trading. Instead, they are held for medium to long-term strategic purposes. Accordingly, the directors of the Company have elected to
designate this investment in equity instrument as at Fair Value Through Other Comprehensive Income (FVTOCI) as they believe that recognising
short-term fluctuations in this investment"s fair value in profit or loss would not be consistent with the Group"s
strategy of holding this investment for long-term purposes and realising their performance potential in the long run.  NOTE 17.	TRADE AND OTHER LIABILITIES  ConsolidatedDecember 31, 
2021A$
    
    December 31, 
2020A$Trade payables (Note 29 (diii))
    
    142,325
    
    146,730Accruals
    
    1,014,368
    
    385,888Trade deposits received
    
    -
    
    630,523Other borrowing (i)
    
    -
    
    211,567Other payables
    
    1,268,024
    
    2,214,4562,424,717
    
    3,589,164  (i)       The borrowing
is unsecured, carry interest at 8% per annual, and full paid during the year.  NOTE 18.	AMOUNTS DUE TO RELATED COMPANIES  ConsolidatedDecember 31, 
2021A$
    
    December 31, 
2020A$Current portion
    
    247,406
    
    237,674247,406
    
    237,674  As at December 31, 2021 and 2020, the non-trade
amounts due to related companies are unsecured, non-interest bearing and repayable on demand. F-35
 Table of Contents
 NOTE 19.	AMOUNT DUE TO HOLDING COMPANY  ConsolidatedDecember 31, 
2021A$
    
    December 31, 
2020A$Current portion
    
    -
    
    532,718-
    
    532,718  As at December 31, 2020, the non-trade amounts
due to the  ultimate holding company is unsecured non-interest bearing and repayable on demand.  NOTE 20.	LEASES  (a)       Right of use assets  The carrying amount of the Group's right of use assets and the movements
during the year are as follows:  ConsolidatedLease Properties
    
    Motor Vehicles
    
    TotalA$
    
    A$
    
    A$As of January 1, 2020
    1,064,986
    
    42,906
    
    1,107,892Depreciation expenses
    (287,557)
    
    (12,427)
    
    (299,984)Disposal
    (862,109)
    
    (3,887)
    
    (865,996)Exchange difference
    84,680
    
    (26,592)
    
    58,088As of December 31, 2020
    -
    
    -
    
    -Additions
    2,086,229
    
    -
    
    2,086,229Depreciation expenses
    (140,565)
    
    -
    
    (140,565)Exchange difference
    13,205
    
    -
    
    13,205As of December 31, 2021
    1,958,869
    
    -
    
    1,958,869  (b)       Lease liabilities  ConsolidatedDecember 31, 
2021A$
    
    December 31, 
2020A$Within one year
    
    425,567
    
    -Two to five years
    
    1,403,932
    
    -1,829,499
    
    -Less: Amount due within one year shown under current liabilities
    
    (425,567)
    
    -Amount due after one year
    
    1,403,932
    
    -Analyzed into:Current portion
    
    425,567
    
    -Non-current portion
    
    1,403,932
    
    -1,829,499
    
    -  Obligations under operating leases carried an interest rate of 2.5%
per annum. F-36
 Table of Contents
 NOTE 21.	DERIVATIVE FINANCIAL INSTRUMENTS  ConsolidatedDecember 31, 
2021
A$
    
    December 31, 
2020
A$Derivative financial liabilities:Carrying value as at beginning of year
    
    1,478,540
    
    -Derivates related to convertible promissory note (Note 22)
    
    -
    
    3,790,737Fair value change in derivative financial instruments during the year
    
    842,463
    
    (2,312,197)Exchange difference
    
    -
    
    -Carrying value as at end of year
    
    2,321,003
    
    1,478,540  As at December 31, 2021 and 2020, the derivatives
related to two convertible promissory notes entered into during 2020 (details are set out in Note 22) were revalued using the weighted
average assumptions: volatility 90.8% and 72.80%, the weighted expected term of two years, a discount rate of 3.51% and a dividend yield
of 0%.  The Group departed from IFRS 9 for certain disclosures
for the note issued January 20, 2020 as not doing so would be misleading to the readers of the consolidated financial statements as it
would greatly inflate the activity on the 2020 consolidated statement of activity but have no effect on the consolidated balance sheet
or on the net loss of the Group. As such, the Group determined it was appropriate to present the change in fair value of this derivative
instrument, net of interest expense recorded at the time of issuance  NOTE 22.	CONVERTIBLE PROMISSORY NOTES  ConsolidatedDecember 31, 
2021A$
    
    December 31, 
2020A$Face value of convertible promissory note issued on January 20, 2020 (note i)
    
    2,621,360
    
    2,621,360Face value of convertible promissory note issued on August 6, 2020 (note ii)
    
    2,291,740
    
    2,291,740Debt discount
    
    (3,790,737)
    
    (3,790,737)Liability component on initial recognition
    
    1,122,363
    
    1,122,363Interest accrued but not yet paid for the period (Note 6)
    
    3,587,588
    
    1,692,217Interest paid during the year
    
    (185,469)
    
    (185,469)Exchange differences
    
    (213,066)
    
    (433,062)Carrying value as at end of year
    
    4,311,416
    
    2,196,049  Note (i) On January 20, 2020, the Company entered into a Convertible
Promissory Note Purchase Agreement the ("CN Agreement"), with an independent third party ("Noteholder").
Pursuant to CN Agreement, the Noteholder purchased from the Company a 10% convertible promissory note (the "Promissory Note")
in the principal amount of HK$14 million (equivalent to approximately A$2.6 million) maturing in two (2) years from the date of the agreement.
The Noteholder has the right to convert the principal amount to shares in the Company at a fixed conversion price of US$3.00, subject
to adjustment, per share over the term of the Promissory Note.  In October 2020, the Group settled the interest accrued
of A$174,811 by issuing 46,741 shares to the Noteholder.  Subsequent to the balance sheet date, on January 19,
2022, the Noteholder converted the Promissory Note and accrued interest to a total of 664,871 shares in the Company.  Note (ii) On August 6, 2020, the Company entered into a second
Convertible Promissory Note Agreement ("the Second CN Agreement") with a third party ("Second Noteholder"). Pursuant
to the Second CN Agreement, the holder invested USD 1,650,000 under a convertible note (the "Second Note") without interest,
maturing in two years from the date of the Second Note. The Second Noteholder or the Company has the right to convert the principal into
ordinary shares of the Company at a conversion price of US$ 3.25 per share over the term of the Second Note. The conversion price is subject
to downward adjustment and has a floor price of US$ 1.50 if the Company sells ordinary shares below the conversion price within 12 months
after the date of the Second Note. The Second Note cannot be prepaid. The Second Noteholder agreed to waive piggyback registration rights.  The conversion feature in convertible promissory notes
were derivative liabilities based on the fact the conversion into shares could result in a variable number of shares to be issued.  Subsequent to the balance sheet date, on April 13,
2022, the Second Noteholder converted the Second CN Agreement to a total of 507,692 shares in the Company. F-37
 Table of Contents
 NOTE 23.	CONTROLLED ENTITIES As at December 31, 2021, the entities controlled
by the Company are as follows:  Name of Subsidiary
    
    Country of Incorporation
    
    Principal Activities
    
    Paid Up Capital
    
    PercentageOwned2021
    
    2020CIMC Marketing Pty Limited
    
    Australia
    
    Management services & Investment holding
    
    A$1
    
    100%
    (Direct)
    
    100%
    (Direct)Grand Dynasty Limited*
    
    Hong Kong
    
    Investment Holding
    
    HK$ 1
    
    100%
    (Direct)
    
    -Grand Dynasty (Zhenjiang) Co., Limited*
    
    P.R.C
    
    Dormant
    
    RMB 1
    
    100%
    (Indirect)
    
    -Greifenberg Digital Limited*
    
    Canada
    
    Investment Holding
    
    US$1
    
    40.75%
    (Direct)
    
    -Greifenberg Analytics Limited*
    
    Canada
    
    Online analytic financial research services
    
    US$1
    
    40.75%
    (Indirect)
    
    -Greifenberg Capital Limited*
    
    Hong Kong
    
    Administrative services
    
    HK$1
    
    40.75%
    (Indirect)
    
    -IMTE Limited
    (Formerly known as Great Gold Investment
    Limited)
    
    Hong Kong
    
    Treasury and Administrative services
    
    HK$1
    
    100%
    (Direct)
    
    100%
    (Direct)IMTE Asia Limited*
    
    Hong Kong
    
    Administrative services
    
    HK$1
    
    100%
    (Direct)
    
    -Itana Holdings Limited*
    
    Canada
    
    Investment Holding
    
    US$1
    
    100%
    (Direct)
    
    -Renfrew International Limited*
    
    United State
    
    Investment Holding
    
    US$1
    
    100%
    (Direct)
    
    -Lonsdale International Limited*
    
    United State
    
    Investment Holding
    
    US$1
    
    100%
    (Direct)
    
    -Smart (Zhenjiang) Intelligent Technology
    Limited
    (Formerly known as Smart (Shenzhen) Technology
    Limited)
    
    P.R.C.
    
    Marketing, manufacturing and distribution
    
    RMB 5,000,000
    
    100%
    (Indirect)
    
    100%
    (Indirect)Smartglass Limited
    
    Hong Kong
    
    Sales of distribution of switchable glass and consultancy services
    
    HK$8
    
    100%
    (Direct)
    
    100%
    (Direct)Sunup Holdings Limited
    
    Hong Kong
    
    Manufacturing of filter plates
    
    US$ 1,290
    
    51%
    (Direct)
    
    51%
    (Direct)Sunup Korea Limited
    
    Hong Kong
    
    Sale of filter plates and air filter products
    
    US$ 0.13
    
    51%
    (Indirect)
    
    51%
    (Indirect)Binario
    Limited#
    
    British Virgin Island
    
    Investment Holding
    
    A$ 1
    
    -
    
    100%
    (Direct)Colour
    Investment Limited#
    
    Hong Kong
    
    Investment holdings
    
    HK$ 43,043,130
    
    -
    
    100%
    (Direct)Cystar
    International Limited#
    
    Hong Kong
    
    Sales of software and provision of consultancy services
    
    HK$ 1
    
    -
    
    100%
    (Indirect)Cystar
    International (Shenzhen) Limited#
    
    P.R.C.
    
    Dormant
    
    RMB 379,141
    
    -
    
    100%
    (Indirect)Digital
    Media Technology Limited#
    
    Malaysia
    
    Dormant
    
    US$
    100
    
    -
    
    100%
    (Indirect)GOXD
    International Limited#
    
    Hong Kong
    
    Distribution of Digital Picture Frame
    
    HK$ 56,803,913
    
    -
    
    80%
    (Indirect)  * Established during the year # Disposed during the year F-38
 Table of Contents
 NOTE 24.	BUSINESS COMBINATIONS  (a)       Disposal of subsidiaries  During the year ended December 31, 2021, the Group
disposed 6 subsidiaries namely: GOXD International Limited, Colour Investment Limited, Cystar International Limited, Cystar (Shenzhen)
Limited, Binario Limited and Digital Media Technology Limited. In 2020, the Company disposed of its subsidiaries Marvel Digital Limited
and its subsidiaries. The detail of the net gain / (loss) on the disposals during the year are set out below:  2021
    
    2020
    
    2019A$
    
    A$
    
    A$Total disposal consideration
    538
    
    25,129
    
    -Carrying amount of net asset sold (note(i) below)
    270,908
    
    (230,294)
    
    -Gain on sales before income tax and reclassification of foreign
    currency translation reserve
    (270,370)
    
    255,423
    
    -Reclassification of foreign currency transaction reserve
    645,399
    
    (26,871)
    
    -Non-controlling interest
    1,623,240
    
    (257,542)
    
    -Gain/ (loss) on disposal after income tax
    1,998,269
    
    (28,990)
    
    -  (i)       Net assets disposed of:  2021
    
    2020
    
    2019A$
    
    A$
    
    A$Plant and equipment
    164,829
    
    284,240
    
    -Development projects
    -
    
    2,864,052
    
    -Intangible assets
    -
    
    4,790,784
    
    -Right of use assets
    -
    
    865,996
    
    -Cash and bank balances
    32,927
    
    99,061
    
    -Inventories
    208,737
    
    400,806
    
    -Trade and others receivable
    689,336
    
    603,923
    
    -Other deposit and prepayment
    779,821
    
    1,664,343
    
    -Trade and other liabilities
    (1,560,899)
    
    (912,580)
    
    -Amount due to a related company
    (4,951)
    
    (6,689,290)
    
    -Bank overdraft
    -
    
    (929,438)
    
    -Bank loan
    -
    
    (966,747)
    
    -Lease liabilities
    -
    
    (925,042)
    
    -Income tax payables
    -
    
    -
    
    -Deferred tax liabilities
    (38,892)
    
    (1,380,402)
    
    -Obligation under finance lease
    -
    
    (33,329)
    
    -270,908
    
    (230,294)
    
    -  (ii)       Net cash flows from disposal
of subsidiaries  2021
    
    2020
    
    2019A$
    
    A$
    
    A$Consideration received, satisfied in cash
    -
    
    25,129
    
    -Cash and cash equivalents of subsidiaries disposed of (included cash at bank and bank overdraft)
    32,927
    
    830,377
    
    -32,927
    
    855,506
    
    -  (b)       Acquisition of Subsidiaries  During the year 2021, there was no acquisition
of any subsidiary companies. F-39
 Table of Contents
 NOTE 25.	ISSUED CAPITAL  (a)       Share Capital  December 31, 2021
    
    December 31, 2020
    
    December 31, 2019Number of shares
    
    A$
    
    Number of shares
    
    A$
    
    Number of shares
    
    A$Ordinary Shares fully paid
    
    9,329,420
    
    48,144,406
    
    6,513,671
    
    32,089,997
    
    3,377,386
    
    18,902,029  (b)       Movements in ordinary share
capital  Number of Shares
    
    A$January 1, 2019
    
    3,377,386
    
    18,902,029Issue of shares during the year 2019
    
    -
    
    -December 31, 2019
    
    3,377,386
    
    18,902,029Issue of shares for cash
    
    1,643,406
    
    7,121,283Issue of shares for conversion of debt
    
    988,408
    
    4,122,562Issue of shares for services
    
    4,471
    
    23,249Issue of shares for acquisition of shares in subsidiary companies
    
    500,000
    
    2,060,000Legal expenses in respect of issuance of shares
    
    -
    
    (139,126)December 31, 2020
    
    6,513,671
    
    32,089,997Issue of shares for services
    
    20,512
    
    97,282Issue of shares for cash
    
    2,795,237
    
    16,019,301Legal expenses in respect of issuance of shares
    
    -
    
    (62,174)December 31, 2021
    
    9,329,420
    
    48,144,406  (b)       Movements in ordinary share
capital  There is only one class of share on issue being ordinary
fully paid shares. Holders of ordinary shares are treated equally in all respects regarding voting rights and with respect to the participation
in dividends and in the distribution of surplus assets upon a winding up. The fully paid ordinary shares have no par value.  During the year 2020, the details of shares movements
are as below:  Issue of shares for cash  On February 24, 2020, the Company issued 158,730 shares
at a share price of US$6.30 per share for a total subscription amount of US$1,000,000 (or about A$1,514,284). The proceeds from this sale
of shares were used for repaying debts and working capital in the Company.  On May 12, 2020, the Company issued 126,984 shares
as a result of the exercise of the warrants referred to (d) below.  On September 15, 2020, the Company issued 450,000
shares at a share price of US$3.00 per share for a total subscription amount of US$1,350,000 (or about A$1,845,000). The proceeds from
this sale of shares were used for the Company's operations and working capital.  On December 2, 2020, the Company issued 600,000 shares
at a share price of US$3.00 per share for a total subscription amount of US$1,800,000 (or about A$2,442,000). The proceeds from this sale
of shares are intended to be used for working capital purposes and development of existing and new business.  On December 21, 2020, the Company issued 307,692
shares at a share price of US$3.25 per share for a total subscription amount of US$1,000,000 (or about A$1,319,999). The proceeds from
this sale of shares were intended to be used for the new product design for the filter business. F-40
 Table of Contents
 NOTE 25.	ISSUED CAPITAL (Continued)  Issue of shares on conversion of debt  On July 25, 2020, the Company issued 700,000 shares
at a share price of US$3.00 per share for payment of debt in total of HK$16,380,000 (equivalent to about US$2,100,000 or about A$2,940,000).  On October 6, 2020, the Company issued 241,667 shares
at a share price of US$3.90 per share for payment of debt in total of HK$5,655,000 (equivalent to about A$1,007,751).  On October 6, 2020, the Company issued 46,741 shares
for US$125,852 (equivalent to about A$174,811) in interest payment on the Convertible Notes.  Issue of shares for services  On September 15, 2020, the Company issued 4,471 shares
at a share price of US$3.81 per share for a total payment of US$17,035 (equivalent to about A$23,249) to a consultancy company for technical
support services.  Issue of shares for acquisition of subsidiary company  On September 17, 2020, the Company issued a total
of 500,000 shares at a price of US$3.00 per share for a total payment of US$1,500,000 (equivalent to about A$2,060,000) for the acquisition
of 51% equity interest in Sunup Holdings Limited.  During the year 2021, the details of shares movements are as
below: Issue of shares for services On February 2, 2021, the Company issued 17,744 ordinary
shares at a share price of US$3.6125 per share for a total of US$64,100 (or about A$84,106) to employees for performance remuneration.  On February 5, 2021, the Company issued 2,768 ordinary
shares at a share price of US$3.6125 per share for a total of US$10,000 (or about A$13,176) to a consultant for provision of accounting
and administrative services.  Issue of shares for cash On February 22, 2021, the Company entered into a Securities
Purchase Agreement for the sale of 625,000 shares of the Company to an investor at a price of US$4.00 per share for US$2,500,000 (approximately
A$3,162,500). The Company intends to use the net cash proceeds for working capital and development of existing and new businesses.  On March 4, 2021, the Company entered into subscription
agreements in a private placement with twelve investors outside the United States to subscribe a total of 573,350 shares in the Company
at a price of US$4.00 per share for a total of US$2,293,400 (approximately A$2,964,220). The Company intends to use the net cash proceeds
for building out manufacturing infrastructure and working capital.  On March 23, 2021, the Company entered into a Securities
Purchase Agreement for the sale of 708,000 shares of the Company at a price of US$6.50 per share for US$4,602,000 (approximately A$6,046,320)
generating net cash proceeds of approximately US$4,577,000 (approximately A$6,013,000) after deducting estimated expenses in connection
with the offering. The Company intends to use the net cash proceeds for developing its current businesses, corporate expenditures and
general corporate purposes. On July 6, 2021, the Company entered into
three Securities Purchase Agreements for the total sale of 888,887 ordinary shares of the Company at a price of US$3.15 per share
for a total net cash proceeds of approximately US$2,765,000 (approximately A$3,846,261) after deducting estimated expenses in
connection with the offering. The Company intends to use the net cash proceeds for the purchase of equipment for the Company's
electronic glass business and working capital.  Subsequent to the year end to the date of this report, the details of
shares movement are as below:  On January 3, 2022, the Company issued a US$10 million
convertible note and warrants to subscribe another US$8 million as described in Note 25(d) below. In January 2022 all the convertible
notes were converted into a total of 3,205,128 shares in the Company. As of the date of this report, the warrants remain outstanding.
Further details of the warrants are set out in (d) below.  On January 19, 2022, the Company issued 664,871 ordinary
shares as a result of the conversion of convertible promissory note of HK$14 million as set out in (c) below.  In March 2022, the Company announced the Board approved
a share placement of up to US$20 million. The Company has since March 2022 to the date of this Report raised a total of US$6.7 million
by selling 1,489,010 of our ordinary shares in the Company.  On April 13, 2022, the Company issued 507,692 ordinary
shares as a result of the conversion of convertible promissory note of US$1.65 million as set out in (c) below. F-41
 Table of Contents
 NOTE 25.	ISSUED CAPITAL (Continued)  (c)       Convertible Notes  During the year 2020, the details of convertible
notes movements are as below:-  On January 20, 2020, the Company entered into a Convertible
Note Purchase Agreement for an investor to purchase from the Company a 10% convertible promissory note ("the Note") in the principal
amount of HK$14 million (or about A$2.6million or about US$1.8million) maturing in two (2) years from the date of the agreement. During
the year the Company paid a total of US$125,852 (or equivalent to about A$174,811) in interest by issuance of 46,741 shares in the Company.
Subsequent to the balance sheet date, on January 19, 2022 the noteholder converted the Note into a total of 664,871 shares in the Company.  On August 6, 2020, the Company entered into a convertible
note purchase agreement for Nextglass Technologies Corp. to purchase from the Company a convertible promissory note (the "NGT
Note") in the principal amount of USD1,650,000 maturing in two (2) years from the date of the agreement. The NGT Note is
interest free, non-secured, and each of the Company and noteholder has the right to convert the NGT Note into shares in the Company at
a price of US$3.00 per share, subject to adjustment, over the term of the NGT Note. Subsequent to the balance sheet date, the noteholder
has converted the NGT Note into 507,692 shares in the Company.  (d)       Warrants  On February 20, 2020, the Company entered into a Securities
Purchase Agreement for the sale of 158,730 ordinary shares of the Company and warrants ("Warrants") to purchase up to 126,984
ordinary shares. The Warrants were exercisable for the period of 12 months from the date of issuance, at an exercise price of US$10.50
per share. If the volume weighted average price ("VWAP") of the Company's ordinary shares on the trading day immediately prior
to the exercise date is less than US$10.50, then the Warrants may be exercised at such time by means of a cashless exercise where each
Warrant exercised would receive one share without any cash payment to the Company. On May 12, 2020, all the Warrants were exercised by
means of a cashless exercise.  On January 3, 2022 in connection with the sale of
the convertible note and warrants to purchase up to 2,139,032 shares raising an additional US$8 million if all the warrants are exercised.
The warrants are for a term of 2 years from the date of the convertible notes and can be exercised at US$3.74 for each share. Under the
warrant agreement, the warrant holder cannot exercise the warrant to subscribe for shares in the Company if such exercise would take the
warrant holder over 4.99% shareholding in the Company. The Company intends to use the net cash proceeds for supporting the acquisition
and building out of manufacturing infrastructure and working capital of the Company.  (e)       Options  The Company has no share options outstanding at the
date of our Annual Report.  2020 Employee Share Option Plan  In August 2020, an Employee Share Option Plan ("2020
ESOP") was approved and established by the board. The 2020 ESOP is available to employee, consultants and eligible persons (as the
case may be) of the Company as the board may in its discretion determine. The total number of the shares which may be offered by the Company
under the 2020 ESOP shall not at any time exceed 5% of the Company's total issued shares when aggregated with the number of shares issued
or that may be issued as a result of offers made at any time during the previous 3-year period. The shares are to be issued at a price
determined by the board. The options are to be issued for no consideration. The exercise price, duration and other relevant terms of an
option is to be determined by the board at its sole discretion.  In September 2020, the Company, subject to shareholders"
approval, granted options to subscribe up to 261,000 ordinary shares for employees, directors and consultants under the 2020 ESOP. This
term of the option is two years and have vesting period of the option holder over a two year vesting period. The exercise prices will
range from US$3.50 to US$3.70 per share. Each option when exercised will entitle the option holder to one ordinary share in the Company.
Options will be able to be exercisable on or before an expiry date, will not carry any voting or dividend rights and will not be transferable
except on death of the option holder. In September 2021 these options and the 2020 ESOP were cancelled by the Board.  2021 Employee Share Option Plan  In December 2021, the Company approved a new Employee
Share Option Plan ("2021 ESOP"). The 2021 ESOP is available to employee, consultants, and eligible persons (as the case may
be) of the Company as the board may in its discretion determine. F-42
 Table of Contents
 NOTE 26.	RESERVES  (a)       The translation
reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign operations to Australian
dollars.  (b)       (i) In
2020, the movement in other reserves represents the release of the reserve to accumulated losses as a result of the disposal of the subsidiary
Marvel Digital Limited ("MDL") and its subsidiaries (Note 24).  (ii) In 2021, the movement in other
reserves represents the release of the reserve to accumulated losses as a result of the disposal of the subsidiary GOXD International
Limited ("GOXD") and its subsidiaries (Note 24).   NOTE 27.	COMMITMENTS  (a)       Non-cancellable
operating leases  The Group has entered into a short-term commercial
lease of total A$9,113 (2020:17,644) for rental office.  The following table sets forth our contractual obligations as of December 31, 2021.  Payment due by December 31Total
    
    2022
    
    2023
    
    2024
    
    2025
    
    2026A$
    
    A$
    
    A$
    
    A$
    
    A$
    
    A$Operating lease commitments for property management expenses under lease agreements
    
    1,439,299
    
    300,553
    
    287,535
    
    299,373
    
    314,342
    
    237,496  (b)       License Agreement with Versitech
Limited  In September 2015, Versitech Limited ("Versitech")
and a former subsidiary Marvel Digital Limited ("MDL") entered into a License Agreement in respect to the sharing of income
arising from the intellectual property rights in the video encoding and transmission worldwide. The agreement provided MDL and its affiliates
for the term an exclusive and royalty-bearing license under the patent rights owned by Versitech to develop, make, have made, use, sell,
offer to sell, lease, import, export or otherwise dispose of licensed product in 3D video encoding and transmission worldwide and with
the right to grant sublicense pursuant to the terms of the agreement. MDL shall pay an upfront payment in the amount of HK$100,000 and
a running royalty of 3% of net sales ("3% Royalty") on licensed product and licensed process by MDL and its affiliates and sublicensee.
Beginning in 2019, the royalty will be the greater of 3% Royalty and HK$200,000 each year. MDL shall also pay Versitech a total of 15%
of all sublicense income received by MDL or any of its affiliates. In addition, there are milestone payments payable to Versitech Limited
upon the event when cumulative gross revenue arising from the licensed products reaching certain levels with the maximum cumulative total
milestone payments of HK$2,000,000. This project was originally derived from an earlier agreement entered into among the Government of
the Hong Kong Special Administrative Region, MDL and the University of Hong Kong ("HKU") under the Innovation and Technology
Fund University-Industry Collaboration Programme entitled "Content Generation and Processing Technologies for 3D/Multiview Images
and Videos". Versitech is a wholly-owned subsidiary and the technology transfer arm of HKU.  During the year 2021, there was no royalty fee paid
to Veritech (2020:HK$200,000). There was no sublicense fee paid in both years.  On December 8, 2021, the Group disposed the subsidiary
holding this license agreement and the Group did not have any commitments for the royalty fee and the sublicense fee.  (c)       Capital
commitments As of December 31, 2021, the Group had capital commitment for purchasing lamination productions lines of A$16,040,885 (approximately US$
11,350,000) (2020: Nil).  (d)       Share
commitments  On April 29, 2019, the Company and Teko International
Limited ("Teko") entered into a distribution rights agreement for the territory of Hong Kong and Guangzhou Province, China
("Territories") for a proprietary conductive film and 3rd generation Polymer Dispersed Liquid Crystal ("PDLC") film.
Pursuant to the Agreement, the Company shall pay 50,000 IMTE shares upon the commissioning of one (1) lamination line, (ii) for each
of the next 3 years after the commissioning of the manufacturing line, IMTE shall pay Teko 50,000 IMTE shares should the annual revenue
reach US$10 million or 100,000 IMTE shares should the revenue reach US$20 million, and (iii) 50,000 IMTE shares for each additional lamination
line installed. In addition, for managing the operations, the Company will pay to Teko 25% of the net profits from the sale of the PDLC
film products and the lamination operations. The Company and Teko has agreed to continue this arrangement for another 3 months until
a new distribution rights agreement has been agreed. F-43
 Table of Contents
 NOTE 28.	FINANCIAL RISK MANAGEMENT  (a)       Financial
risk management objectives  The Group is exposed to financial risk through the
normal course of their business operations. The key risks impacting the Group's financial instruments are considered to be interest rate
risk, foreign currency risk, liquidity risk, credit risk and capital risk. The Group's financial instruments exposed to these risks are
cash and short term deposits, receivables, trade payables and borrowings.  The Group's chief executive officer for operations
is Xiaodong Zhang, who monitors the Group's risks on an ongoing basis and report to the Board.  (b)       Interest
rate risk management  The Group is exposed to interest rate risk (primarily
on its cash and bank balances, amount due to ultimate holding company, and borrowings), which is the risk that a financial instrument's
value will fluctuate as a result of changes in the market interest rates on interest-bearing financial instruments.  The Group has adopted a policy of ensuring it maintains
adequate cash and cash equivalents balances available at call. These accounts currently earn low interests.  The sensitivity analyses below have been determined
based on the exposure to interest rates at the reporting date and the stipulated change taking place at the beginning of the financial
year and held constant throughout the reporting period. A 50 basis point increase or decrease represents management's assessment of the
possible change in interest rates.  At reporting date, if interest rates had increased/decreased
by 50 basis points from the weighted average effective rate for the year, with other variables constant, the profit for the year would
have been A$1,019 lower (2020: A$9,130 lower) / A$1,019 higher (2020: A$9,130 higher).  The following table summarizes interest rate risk
for the Group, together with effective interest rates as at the reporting date.  Weighted average effective interest rate
    
    Floating
    interest rate
    A$
    
    Non-interest bearingA$
    
    TotalA$2021Financial AssetsCash and cash equivalents
    
    0.18%
    
    203,857
    
    70,910
    
    274,767Trade and other receivables
    
    
    
    -
    
    486,121
    
    486,121Other assets
    
    
    
    -
    
    13,465,831
    
    13,465,831Total Financial Assets
    
    
    
    203,857
    
    14,022,862
    
    14,226,719Financial LiabilitiesTrade and other payables
    
    8%
    
    -
    
    2,424,717
    
    2,424,717Amounts due to related companies
    
    
    
    -
    
    247,406
    
    247,406Lease liability
    
    2.5%
    
    -
    
    1,829,499
    
    1,829,499Convertible promissory notes
    
    10%
    
    4,311,416
    
    -
    
    4,311,416Total Financial Liabilities
    
    
    
    4,311,416
    
    4,501,622
    
    8,813,038  Weighted average effective interest rate
    
    Floating
    interest rate
    A$
    
    Non-interest bearingA$
    
    TotalA$2020Financial AssetsCash and cash equivalents
    
    0.39%
    
    2,037,502
    
    156,582
    
    2,194,084Trade and other receivables
    
    
    
    -
    
    1,164,605
    
    1,164,605Other assets
    
    
    
    -
    
    2,089,897
    
    2,089,897Total Financial Assets
    
    
    
    2,037,502
    
    3,411,084
    
    5,448,586Financial LiabilitiesTrade and other payables
    
    8%
    
    211,567
    
    2,747,074
    
    2,958,641Trade deposits received
    
    
    
    -
    
    630,523
    
    630,523Amounts due to related companies
    
    
    
    -
    
    237,674
    
    237,674Amount due to ultimate holding company
    
    
    -
    
    532,718
    
    532,718Convertible promissory notes
    
    10%
    
    2,196,049
    
    -
    
    2,196,049Total Financial Liabilities
    
    
    
    2,407,616
    
    4,147,989
    
    6,555,605 F-44
 Table of Contents
 NOTE 28.	FINANCIAL RISK MANAGEMENT (Continued)  (c)       Foreign
currency risk  The Group has net assets denominated in certain foreign
currencies as at December 31, 2021. Foreign currency denominated financial assets and liabilities which expose the Group to currency risk
are disclosed below. The amounts are those reported to key management translated into AUD at the following closing rates, HK$0.17658,
US$1.3769 and RMB1.22518:  Short term exposure
    
    Long term exposureHK$
    
    US$
    
    RMB
    
    HK$
    
    US$
    
    RMBDecember 31, 2021Financial assets- Cash and cash equivalents
    
    70,053
    
    187,400
    
    13,295
    
    -
    
    -
    
    -- Trade and other receivables
    
    3,279
    
    457,798
    
    21,851
    
    -
    
    -
    
    -- Other assets
    
    63,841
    
    13,323,142
    
    78,576
    
    -
    
    -
    
    -Financial liabilities- Trade and other liabilities
    
    (712,801)
    
    (1,142,816)
    
    (125,876)
    
    -
    
    -
    
    -- Amounts due to related companies
    
    -
    
    (247,406)
    
    -
    
    -
    
    -
    
    -- Convertible promissory notes
    
    (2,512,137)
    
    (1,799,278)
    
    -
    
    -
    
    -
    
    -- Derivates on financial statements
    
    (1,220,904)
    
    (1,100,099)
    
    -
    
    -
    
    -
    
    -Total exposure
    
    (4,308,669)
    
    9,678,741
    
    (12,154)
    
    -
    
    -
    
    -   Short term exposure
    
    Long term exposureHK$
    
    US$
    
    RMB
    
    HK$
    
    US$
    
    RMBDecember 31, 2020Financial assets- Cash and cash equivalents
    
    156,753
    
    2,029,569
    
    65
    
    -
    
    -
    
    -- Trade and other receivables
    
    864,845
    
    298,071
    
    -
    
    -
    
    -
    
    -- Other assets
    
    774,532
    
    1,315,236
    
    129
    
    -
    
    -
    
    -Financial liabilities- Trade and other liabilities
    
    (1,219,242)
    
    (1,905,180)
    
    -
    
    -
    
    -
    
    -- Amounts due to related companies
    
    (4,592)
    
    (233,082)
    
    -
    
    -
    
    -
    
    -- Amount due to ultimate holding  company
    
    (532,718)
    
    -
    
    -
    
    -
    
    -
    
    -- Convertible promissory notes
    
    -
    
    -
    
    -
    
    (981,459)
    
    (1,214,590)
    
    -- Derivates on financial statements
    
    -
    
    -
    
    -
    
    (438,286)
    
    (1,040,254)
    
    -Total exposure
    
    39,578
    
    1,504,614
    
    194
    
    (1,419,745)
    
    (2,254,844)
    
    - F-45
 Table of Contents
 NOTE 28.	FINANCIAL RISK MANAGEMENT (Continued)  The following table illustrates the sensitivity of
loss and equity in regard to the Group's financial assets and financial liabilities and the HK$/AUD exchange rate, US$/AUD
exchange rate and RMB/AUD exchange rate and assure "all other things being equal'. It assumes a +/- 5% change of the AUD/HK$
exchange rate for the year ended at December 31, 2021 (2020: 5%). A +/- 5% change is considered for the AUD/US$ exchange rate (2020: 5%).
A +/- 10% change is considered for the AUD/RMB exchange rate (2020: 10%). These percentages have been determined based on the average
market volatility in exchange rates in the previous twelve (12) months. The sensitivity analysis is based on the Group's foreign currency
financial instruments held at each reporting date and also takes into account forward exchange contracts that offset effects from changes
in currency exchange rates.  If the AUD had strengthened against the HK$ by 5%
(2020: 5%), the US$ by 5% (2020: 5%) and the RMB by 10% (2020: 10%) respectively then this would have had the following impact:  Loss for the year
    
    EquityHK$
    
    US$
    
    RMB
    
    Total
    
    HK$
    
    US$
    
    RMB
    
    TotalDecember 31, 2021
    215,433
    
    (483,937)
    
    1,215
    
    (267,289)
    
    215,433
    
    (483,937)
    
    1,215
    
    (267,289)December 31, 2020
    69,008
    
    37,512
    
    (19)
    
    106,501
    
    69,008
    
    37,512
    
    (19)
    
    106,501  If the AUD had weakened against the HK$ by 5% (2020:
5%), the US$ by 5% (2020: 5%) and the RMB by 10% (2020: 10%) respectively then this would have had the following impact:  Loss
for the year
    
    EquityHK$
    
    US$
    
    RMB
    
    Total
    
    HK$
    
    US$
    
    RMB
    
    TotalDecember 31, 2021
    (215,433)
    
    483,937
    
    (1,215)
    
    267,289
    
    (215,433)
    
    483,937
    
    (1,215)
    
    267,289December 31, 2020
    (69,008)
    
    (37,512)
    
    19
    
    (106,501)
    
    (69,008)
    
    (37,512)
    
    19
    
    (106,501)  Exposures to foreign exchange rates vary during the
year depending on the volume of overseas transactions. Nonetheless, the analysis above is considered to be representative of the Group's
exposure to currency risk. F-46
 Table of Contents
 NOTE 28.	FINANCIAL RISK MANAGEMENT (Continued)  (d)       Liquidity
risk management  Prudent liquidity risk management implies maintaining
sufficient cash and term deposits, the availability of funding through an adequate amount of committed credit facilities and the ability
to close out market positions. The Group manages liquidity risk by continuously monitoring forecast and actual cash flows and matching
the maturity profiles of financial assets and liabilities.  The following tables detail the Group's remaining
contractual maturity for its non-derivative financial liabilities based on the agreed repayment terms or the earliest date on which the
Group can be required to pay. The table has been drawn up based on the undiscounted cash flows of financial liabilities and include both
interest and principal cash flows.  2021
    
    
    Totalcontractual
    
    0 - 30 daysCarrying
    
    undiscounted
    
    or on
    
    31 - 90
    
    91 -
    365
    
    Overamount
    
    cash flow
    
    demand
    
    days
    
    Days
    
    1 yearA$
    
    A$
    
    A$
    
    A$
    
    A$
    
    A$Trade and other liabilities
    2,424,717
    
    2,424,717
    
    2,424,717
    
    -
    
    -
    
    -Amounts due to related companies
    247,406
    
    247,406
    
    247,406
    
    -
    
    -
    
    -Lease liability
    1,829,499
    
    1,829,499
    
    -
    
    -
    
    425,567
    
    1,403,932Convertible promissory notes
    4,311,416
    
    4,311,416
    
    4,311,416
    
    -
    
    -
    
    -8,813,038
    
    8,813,038
    
    6,983,539
    
    -
    
    425,567
    
    1,403,9322020
    
    
    Totalcontractual
    
    0 - 30 daysCarrying
    
    undiscounted
    
    or on
    
    31 - 90
    
    91 -365
    
    Overamount
    
    cash flow
    
    demand
    
    days
    
    Days
    
    1 yearA$
    
    A$
    
    A$
    
    A$
    
    A$
    
    A$Trade and other liabilities
    2,958,911
    
    2,958,911
    
    2,958,911
    
    -
    
    -
    
    -Trade deposits received
    630,523
    
    630,523
    
    630,523
    
    -
    
    -
    
    -Amounts due to related companies
    237,674
    
    237,674
    
    -
    
    -
    
    -
    
    237,674Amount due to ultimate holding company
    532,718
    
    532,718
    
    532,718
    
    -
    
    -
    
    -Convertible promissory notes
    2,196,049
    
    2,448,048
    
    21,402
    
    61,447
    
    169,150
    
    2,196,0496,555,875
    
    6,807,874
    
    4,143,554
    
    61,447
    
    169,150
    
    2,433,723 F-47
 Table of Contents
 NOTE 28.	FINANCIAL RISK MANAGEMENT (Continued)  (e)       Credit risk  Credit risk refers to the risk that a counter-party
will default on its contractual obligations resulting in a financial loss to the Group. The Group's potential concentration of credit
risk consists mainly of cash deposits with banks and trade receivables with its customers. The Group's short term cash surpluses are placed
with banks that have investment grade ratings. The Group considers the credit standing of counterparties and customers when making deposits
and sales, respectively, to manage the credit risk. The Group does not have any material credit risk exposure to any single debtor or
group of debtors under financial instruments entered into by the Group. Considering the nature of the business at current, the Group believes
that the credit risk is not material to the Group's operations.  The maximum exposure to credit risk, excluding the
value of any collateral or other security, at the end of the reporting period, to financial assets, is represented by the carrying amount
of cash and bank balances, trade and other receivables, net of any provisions for doubtful debts, as disclosed in the consolidated statement
of financial positions and notes to the consolidated financial statements.  (f)       Fair
value of financial instruments  The following liability is recognized and measured
at fair value on a recurring basis:  - Derivative financial instruments  Fair value hierarchy  All assets and liabilities for which fair value is
measured or disclosed are categorized according to the fair value hierarchy as follows:  Level 1: Quoted prices (unadjusted) in active markets
for identical assets or liabilities.  Level 2: Inputs other than quoted prices included
in level 1 that are observable for the asset or liability, either directly or indirectly.  Level 3: Inputs for the asset or liability that are
not based on observable market data (unobservable inputs).  Recognized fair value measurements  The following table sets out the Group's assets and
liabilities that are measured at fair value in the consolidated financial statements.  Level 2A$Derivative financial instrumentsDecember 31, 2021
    
    
    
    
    
    
    
    2,321,003December 31, 2020
    
    
    
    
    
    
    
    1,478,540  The Group does not have any assets and liabilities
that qualify for the level 1 category. There were no transfers between level 1, 2 and 3 during the year.  An instrument is included in level 2 if the financial
instrument is not traded in an active market and if the fair value is determined by using valuation techniques based on the maximum use
of observable market data for all significant inputs. For the derivatives, the Group uses the estimated fair value of financial instruments
determined by using available market information and appropriate valuation methods, including relevant credit risks. The estimated fair
value approximates to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants at the measurement date. Specific valuation techniques used to value financial instruments include:  •	quoted market prices or dealer quotes for
similar instruments; and •	binomial options pricing models. F-48
 Table of Contents
 NOTE 28.	FINANCIAL RISK MANAGEMENT (Continued)  The reconciliation of the opening and closing fair
value balance of level 2 financial instruments is provided below:  Put OptionA$At January 1, 2021
    
    
    
    
    
    -Issuance of derivatives at fair value
    
    
    
    
    
    1,478,540Gain included in profit or loss on change in fair value
    
    
    
    
    
    842,463At December 31, 2021
    
    
    
    
    
    2,321,003  Disclosed fair values  The Group also has assets and liabilities which are
not measured at fair values, but for which fair values are disclosed in the notes to the consolidated financial statements.  Due to their short term nature, the carrying amounts
of trade receivables (refer to Note 12) and payables (refer to Note 17) are assumed to approximate their fair values because the impact
of discounting is not significant.  (g)       Capital
management risk  The Group's objective when managing capital are to
safeguard the Group's ability to continue as a going concern and to maintain a strong capital base sufficient to maintain future development
of its business. In order to maintain or adjust the capital structure, the Group may return capital to shareholders, issue new shares
or sell assets to reduce debts. The Group's focus has been to raise sufficient funds through equity to fund its business activities.  There were no changes to the Group's approach to capital
management during the year. Risk management policies and procedures are established with regular monitoring and reporting.  Neither the Company nor any of its subsidiaries are
subject to externally imposed capital requirements.  The capital structure of the Group consists of equity
attributable to equity holders of the parent, comprising issued capital, reserves and accumulated loss or retained earnings as disclosed
in Notes 25 and 26 respectively. F-49
 Table of Contents
 NOTE 29.	RELATED PARTIES  (a)       Parent and ultimate controlling
party  As at December 31, 2019 and 2020, Marvel Finance Limited
("MFL") owned 2,201,412 shares, representing approximately 65.18% and 33.80%, respectively in the Company. MFL
was the ultimate controlling party of the Group as at December 31, 2019. However as at December 31, 2020, MFL's shareholding in the Company
decreased to 33.80% and therefore MFL was not considered the ultimate controlling party of the Group from that date on.  (b)       Transactions
with directors  During the years ended December 31, 2021, 2020 and
2019, the remuneration of directors of the Company was as follows:  CompanyDecember 31, 
2021A$
    
    December 31, 
2020A$
    
    December 31, 
2019A$Short term benefits (1)
    
    730,743
    
    780,832
    
    715,301Post-employment benefits
    
    -
    
    -
    
    -Total
    
    730,743
    
    780,832
    
    715,301  (1)The director remuneration relating to
Mr. Con Unerkov, our then CEO, is provided by a related company over which Mr. Cecil Ho, our former Company Secretary and Chief Financial
Officer has control. F-50
 Table of Contents
 NOTE 29.	RELATED PARTIES  (c)       Other related party transactions  During the years ended December 31, 2021, 2020 and
2019, the Group has the following material transactions with its related parties:  ConsolidatedDecember 31, 
2021A$
    
    December 31, 
2020A$
    
    December 31,
    2019
    A$Revenue received from related parties (1)
    
    -
    
    8,490
    
    -General consultancy and management fee paid to a related party (1)
    
    -
    
    282,971
    
    571,519Purchase of products from related parties (1)
    
    -
    
    29,794
    
    22,588Interest income earned from the former ultimate holding company (1)
    
    -
    
    -
    
    115,678Group Secretarial, taxation service and interim CFO fee paid to a related company (2)
    
    -
    
    -
    
    40,000Company Secretarial, taxation service and CFO fee paid to a related company (3)
    
    561,758
    
    607,659
    
    523,196Consultancy fee paid to a related party (6)
    
    225,860
    
    -
    
    -Purchase of products from a related party (4)
    
    -
    
    274,417
    
    501,062Sales to a related party (5)
    
    -
    
    315,034
    
    -  (1)Dr. Herbert Ying Chiu LEE, former director controlled the entities providing the consultancy and management
services. These transactions were carried at market value in the ordinary course of business. (2)Mr. George Yatzis, former Company Secretary, is a director of the related party. (3)Mr. Cecil Ho, former Company Secretary and CFO controlled the entity providing professional services. (4)Mr.Wuhua Zhang, our former director of the Company controlled the entity. The transactions were carried
at the then current market value in the ordinary course of business. (5)The related party is one of the subsidiaries of our shareholder. (6)Mr. Con Unerkov, former director, is a director of the related party.  During the years ended December 31, 2021 and 2020,
the Group did not charge any interest to MFL. For the year ended December 31, 2019, the Group charged MFL interest in relation to 2 loans
a total of A$115,678.  (d)       Amounts
due from / to related companies  Other than the related party balances disclosed in
Note 18 and 19, the other related party balances as of December 31, 2021 and 2020 are disclosed:  (i)       included
in trade and other receivables in Note 12, there were amounts of Nil (2020: A$14,245) in respect to trade and non-trade in nature respectively
and were due from certain related companies in which our former director, Dr. Herbert Ying Chiu LEE has control. The amounts due from
the related companies are unsecured, non-interest bearing and repayable on demand;  (ii)       included
in other assets in Note 13, there was amount of Nil (2020: A$603,600) in respect to trade in nature and was deposits paid to a related
company in which our director, Mr. Michael Wuhua ZHANG has control; and  (iii)       included
in trade and other liabilities in Note 17, there was amount of Nil (2020: A$5,329) in respect to trade in nature and was due to a related
company in which our former director, Dr. Herbert Ying Chiu LEE has control. The amount due to the related company is unsecured, non-interest
bearing and repayable on demand. F-51
 Table of Contents
 NOTE 30.	CASH FLOW INFORMATION  (a)Reconciliation of liabilities arising from financing activities  Amounts due to related companies
    
    Other liabilities
    
    Bank borrowings, net
    
    Amount due to holding company
    
    Convertible promissory notes
    
    Lease liabilities
    
    Derivative embedded in convertible bonds issued
    
    Issue of shares
    
    TotalA$
    
    A$
    
    A$
    
    A$
    
    A$
    
    A$
    
    A$
    
    A$
    
    A$Beginning balance as of 1 January 2021
    
    237,674
    
    211,567
    
    -
    
    532,718
    
    2,196,049
    
    -
    
    1,478,540
    
    13,187,968
    
    17,844,516Cash flows from financing activities
    
    -
    
    -
    
    -
    
    (562,201)
    
    -
    
    (138,156)
    
    -
    
    16,054,409
    
    15,354,052Inception of lease
    
    -
    
    -
    
    -
    
    -
    
    -
    
    2,086,229
    
    -
    
    -
    
    2,086,229Interest
    
    -
    
    -
    
    -
    
    -
    
    1,848,947
    
    28,371
    
    -
    
    -
    
    1,877,318Put option liabilities in convertible bonds issued
    
    -
    
    -
    
    -
    
    -
    
    -
    
    -
    
    -
    
    -
    
    -Fair value change
    
    
    
    
    
    
    
    
    
    -
    
    
    
    842,463
    
    
    
    842,463Disposal of plant and equipment
    
    (4,951)
    
    -
    
    -
    
    -
    
    -
    
    -
    
    -
    
    -
    
    (4,951)Foreign exchange movement
    
    14,683
    
    -
    
    -
    
    29,483
    
    266,420
    
    (146,945)
    
    -
    
    -
    
    163,641Ending balance as of 31 December 2021
    
    247,406
    
    211,567
    
    -
    
    -
    
    4,311,416
    
    1,829,499
    
    2,321,003
    
    29,242,377
    
    38,163,268 F-52
 Table of Contents
 NOTE 30.	CASH FLOW INFORMATION  Amounts due to related companies
    
    Other liabilities
    
    Bank borrowings, net
    
    Amount due to holding company
    
    Convertible promissory notes
    
    Convertible bonds by a subsidiary
    
    Lease liabilities
    
    Derivative embedded in convertible bonds issued
    
    Issue of shares
    
    TotalA$
    
    A$
    
    A$
    
    A$
    
    A$
    
    A$
    
    A$
    
    A$
    
    A$
    
    A$Beginning balance as of 1 January 2020
    
    6,101,850
    
    1,761,309
    
    915,300
    
    582,832
    
    -
    
    4,420,899
    
    1,168,607
    
    -
    
    -
    
    14,950,797Cash flows from financing activities
    
    840,509
    
    211,567
    
    -
    
    -
    
    4,913,100
    
    (4,668,195)
    
    (320,851)
    
    -
    
    13,187,968
    
    14,164,098Non-cash movement:Settled by issuing convertible promissory note
    
    -
    
    (1,761,309)
    
    -
    
    -
    
    -
    
    -
    
    -
    
    -
    
    -
    
    (1,761,309)Fair value change
    
    -
    
    -
    
    -
    
    -
    
    -
    
    -
    
    -
    
    (2,312,197)
    
    -
    
    (2,312,197)Put option liabilities in convertible bonds issued
    
    -
    
    -
    
    -
    
    -
    
    (3,790,737)
    
    -
    
    -
    
    3,790,737
    
    -
    
    -Interest
    
    -
    
    -
    
    -
    
    -
    
    1,508,421
    
    -
    
    -
    
    -
    
    -
    
    1,508,421Disposal of plant and equipment
    
    (6,689,290)
    
    -
    
    (966,747)
    
    -
    
    -
    
    -
    
    (925,042)
    
    -
    
    -
    
    (8,581,079)Foreign exchange movement
    
    (15,395)
    
    -
    
    51,447
    
    (50,114)
    
    (434,735)
    
    247,296
    
    77,286
    
    -
    
    -
    
    (124,215)Ending balance as of 31 December 2020
    
    237,674
    
    211,567
    
    -
    
    532,718
    
    2,196,049
    
    -
    
    -
    
    1,478,540
    
    13,187,968
    
    17,844,516 F-53
 Table of Contents
 NOTE 30.	CASH FLOW INFORMATION  Amounts due to related companies
    
    Other liabilities
    
    Bank borrowings, net
    
    Amount due to holding company
    
    Obligation under finance lease
    
    Convertible bonds by a subsidiary
    
    Lease liabilities
    
    Derivative embedded in convertible bonds issued
    
    TotalA$
    
    A$
    
    A$
    
    A$
    
    A$
    
    A$
    
    A$
    
    A$
    
    A$Beginning balance as of 1 January 2019
    
    2,130,368
    
    -
    
    814,365
    
    172,773
    
    -
    
    3,280,744
    
    1,163,778
    
    126,095
    
    7,688,123Cash flows from financing activities
    
    3,954,460
    
    2,610,091
    
    90,049
    
    501,343
    
    -
    
    -
    
    (573,010)
    
    -
    
    6,583,113Non-cash movement:Unpaid interest
    
    -
    
    -
    
    -
    
    -
    
    -
    
    1,107,310
    
    109,027
    
    -
    
    1,216,337Interest
    
    -
    
    -
    
    -
    
    (96,965)
    
    -
    
    -
    
    648
    
    -
    
    (96,317)Inception of new lease
    
    -
    
    -
    
    -
    
    -
    
    -
    
    -
    
    458,990
    
    -
    
    458,990Fair value change
    
    -
    
    -
    
    -
    
    -
    
    -
    
    -
    
    -
    
    (127,551)
    
    (127,551)Disposal of plant and equipment
    
    -
    
    (848,782)
    
    -
    
    -
    
    -
    
    -
    
    -
    
    -
    
    (848,782)Foreign exchange movement
    
    16,842
    
    -
    
    10,886
    
    5,681
    
    -
    
    32,845
    
    9,174
    
    1,456
    
    76,884Ending balance as of 31 December 2019
    
    6,101,850
    
    1,761,309
    
    915,300
    
    582,832
    
    -
    
    4,420,899
    
    1,168,607
    
    -
    
    14,950,797 F-54
 Table of Contents
 NOTE 30.	CASH FLOW INFORMATION (Continued)  (b)       Net cash inflows / (outflows)
from changes in working capital  ConsolidatedDecember 31, 
2021A$
    
    December 31, 
2020A$
    
    December 31, 
2019A$Cash flows from changes in working capital(Increase) / Decrease in assets:Trade and other receivables
    
    (105,014)
    
    (1,016,464)
    
    (137,579)Inventories
    
    -
    
    142,608
    
    405,891Other assets
    
    (295,635)
    
    (1,659,728)
    
    (361,676)Increase / (Decrease) in liabilities:Trade and other liabilities
    
    (318,544)
    
    347,308
    
    1,876,414Net cash (outflows)/ inflows from changes in working capital
    
    (719,193)
    
    (2,186,276)
    
    1,783,050  NOTE 31.	KEY MANAGEMENT PERSONNEL DISCLOSURES (a)       Remuneration  The total remuneration paid or payable to the directors
and senior management of the Group during the year are as follows:  ConsolidatedDecember 31, 
2021A$
    
    December 31, 
2020A$
    
    December 31, 
2019A$Short-term employee benefits
    
    1,929,914
    
    1,586,604
    
    1,645,794Post-employment benefits
    
    6,196
    
    5,124
    
    7,703Total
    
    1,936,110
    
    1,591,728
    
    1,653,497  During the year 2021, included in short term benefits
for directors and officers included payments of A$561,758 (US$420,000) to a service companies owned by the then CFO for the provision
of Chief Executive Officer and Chief Financial Officer services.  (b)       Loans
to Key Management Personnel and their related parties  Save as disclosed in Note 29(d), there were no other
loans outstanding at the reporting date to Key Management Personnel and their related parties.  Other transactions with Key Management Personnel  Several key management persons, or their related parties,
held positions in other entities that resulted in them having control or significant influences over the financials or operating policies
of these entities. Transactions between related parties are in normal commercial terms and conditions unless otherwise stated in Notes
18 and 29.  (c)       Share
Options - number of share options held by management  There were no share options held outstanding held
by the management. F-55
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 NOTE 32.	PARENT ENTITY INFORMATION (UNAUDITED)  Set out below is the supplementary information about
the parent entity.  Statement of Comprehensive Income CompanyDecember 31, 2021A$
    
    December 31, 2020A$
    
    December 31, 2019A$Loss after income tax
    
    9,287,226
    
    2,097,600
    
    1,635,241Other comprehensive income
    
    -
    
    -
    
    -Total comprehensive loss
    
    9,287,226
    
    2,097,600
    
    1,635,241  Statement of Financial Position  CompanyDecember 31,
    2021
    
    December 31,
    2020A$
    
    A$Total non-current assets
    
    1,245
    
    2,382Total current assets
    
    39,664,914
    
    28,456,242Total assets
    
    39,666,159
    
    28,458,624Total current liabilities
    
    6,064,179
    
    5,931,676Total liabilities
    
    6,064,179
    
    5,931,676Total assets less liabilities
    
    33,601,980
    
    22,526,948EquityIssued capital
    
    48,144,406
    
    32,089,997Accumulated losses
    
    (14,542,426)
    
    (9,563,049)Total equity
    
    33,601,980
    
    22,526,948  Guarantees entered into by the parent entity in
relation to the debts of its subsidiary  Other than as disclosed in this Annual Report, the
parent entity had not guarantee debts of its subsidiary companies.  Contingent liabilities  Other than as disclosed in this Annual Report, the
parent entity had no contingent liabilities as at December 31, 2021 and December 31, 2020.  Capital commitments - plant and equipment  The parent entity has no capital commitments for plant
and equipment as at December 31, 2021 and December 31, 2020.  Significant accounting policies  The accounting policies of the parent entity are consistent
with those of the Group, as disclosed in Note 3, except for:  -	Investments in subsidiaries are accounted for
at cost, less any impairment, in the parent entity, -	Dividends received from subsidiaries are recognized
as other income by the parent entity and its receipt may be an indicator of impairment. F-56
 Table of Contents
 NOTE 33.	PRIOR YEAR RECLASSIFICATIONS  Certain comparative figures have been reclassified
to conform with the current year's presentation of the consolidated financial statements.  NOTE 34.	EVENTS OCCURRING AFTER THE REPORTING
DATE  Save as disclosed below, there is no other matter
or circumstance arisen since December 31, 2021, which has significantly affected, or may significantly affect the operations of the Group,
the result of those operations, or the state of affairs of the Group in subsequent financial years.  a)As announced in Form 6K on December 30, 2021, the Company entered into an Assignment and Assumption Agreement
to take over the rights and obligation on a Cooperation Agreement on developing a Blockchain business focusing on digital asset market
platform mainly focusing on NFT (Non Fungible Token) trading market. Under the Cooperation Agreement,
the Group may invest up to US$1 million for 60% equity interests in Ace to develop, establish, and operate a trading platform called "Ouction".
The development, marketing and operating team will receive the 40% of the equity interest in Ace. The Company will pay a deferred payment
based on future earnings of Ace Corporation Limited ("Ace") and a bonus payment if Ace is listed on a recognized exchange in
the next 5 years.  b)As announced in the Form 6K on January 3, 2022, the Company entered into convertible note purchase agreements
with individual investors outside the United States raising a total of US$10 million by the issuance of US$10 million convertible notes
("Note"). The Note bears interests at 6% per annum maturing in 2 years from the date of issuance of the Note. The holder of
the Note has the right to convert the principal amount to shares in the Company at a fixed conversion price of US$3.12 per share, subject
to adjustment, over the term of the Note. Under the Note, the holder of the Note cannot convert the shares in the Company if such conversion
would take the noteholder over 4.99% shareholding in the Company. In January 2022, the noteholders converted all the notes into 3,205,128
shares in the Company.  In addition, the noteholder also received
a warrant representing 80% of the amount of the Note, raising an additional US$8 million if all the warrants are exercised. The warrants
are for a term of 2 years from the date of the convertible notes and can be exercised at US$3.74 for each share. Under the warrant agreement,
the warrant holder cannot exercise the warrant to subscribe for shares in the Company if such exercise would take the warrant holder over
4.99% shareholding in the Company.  c)On January 19, 2022, the Company issued 664,871 ordinary shares as a result of the conversion of HK$14
million convertible promissory note dated January 20, 2020.  d)As announced in Form 6K on January 20, 2022, the Company entered into a subscription agreement to subscribe
US$1 million for 60% equity interests in World Integrated Supply Ecosystem Sdn Bhd ("WISE"). WISE, a Malaysia company based
in Kuala Lumpur, is engaged in the business of the provision of Halal certification to qualified businesses/operations, the establishment
Halal products supply chain, and sale of Halal products.  e)As announced in Form 6K on March 17, 2022, the Company approved the fund raising of share placement of
up to US$20 million, depending on market conditions. Since March 2022 to the date of this report, the Company has raised US$6.7 million
by the issuance of a total of 1,489,010 shares in the Company.  f)On April 13, 2022, the Company issued 507,692 ordinary shares as a result of the conversion of US$1.65
million convertible promissory note dated August 6, 2020   NOTE 35.	GROUP DETAILS  The registered office and principal place of business
is: Level 7, 420 King William Street Adelaide SA 5000 F-57
 Table of Contents
 ITEM 19EXHIBITS  The following exhibits are filed as part of this registration statement:  Exhibit
    Description1.1(1)
    Constitution of Registrant4.1(1)
    Share
    Sale and Purchase Agreement for the purchase of 100% in Marvel Digital Limited between Marvel Finance Limited and IMTE dated May 14,
    20154.2(1)
    Consulting
    Agreement between IMTE and BDO Partnership SA Pty Limited for the provision of Company Secretarial services dated November 6,
    20154.3(2)
    Subscription
    agreement between Marvel Digital Limited and E-Tech Electronics Limited, Deed of Guarantee between IMTE and E-Tech Electronics
    Limited, and Put option between IMTE and E-Tech Electronics Limited. All 3 agreements are dated January 3, 20184.4(3)
    Subscription agreement between IMTE and Marvel Finance Limited dated October 13, 20184.5(3)
    Distribution agreement between IMTE and Teko International Limited dated April 29, 20194.6(4)
    Convertible Note Purchase Agreement with CIMB Limited dated January 20, 2020 and Supplemental Agreements dated February 11, 20204.7(5)
    Securities Purchase Agreement for the sale of Shares and Warrants to Ionic Ventures, LLC dated February 20, 20204.8(6)
    Directors agreement between IMTE and Con Unerkov dated January 7, 20194.9(6)
    Directors agreement between IMTE and Uwe von Parpart dated November 15, 20194.10(6)
    Directors agreement between IMTE and Dr Heming Cui dated June 12, 20204.11(6)
    Service agreement for Cecil Ho, between IMTE and Asset Union Limited dated March 19, 20194.12(6)
    Agreement for Sale of 95% Issued Shares of Marvel Digital Limited dated May 11, 20204.13(7)
    Debt Conversion Agreement between IMTE and CIMB Limited dated July 25, 20204.14(7)
    Convertible Note Purchase Agreement between IMTE and CIMB Limited dated July 25, 20204.15(8)
    Placement Agreement between IMTE and Nextglass Technologies Corp dated August 6, 20204.16(8)
    Convertible Note Purchase Agreement between IMTE and Nextglass Technologies Corp dated August 6, 20204.17(8)
    Sale and Purchase Agreement between IMTE and Nextglass Technologies Corp dated August 6, 2020 for 25.5% interests in Sunup Holdings Limited4.18(8)
    Sale and Purchase Agreement between IMTE and Teko International Limited dated August 6, 2020 for 25.5% interests in Sunup Holdings Limited4.19(9)
    Securities Purchase Agreement between IMTE and Mercer Street Global Opportunity Fund, LLC dated November 27, 20204.20(10)
    IMTE's Employee Share Option Plan ("2020 ESOP")4.21(10)
    Placement Agreement between IMTE and IPO Solutions Limited dated December 21, 20204.22(10)
    Supplement Letter Agreement to the Convertible Note Purchase Agreement between IMTE and Nextglass Technologies Corp dated December 21, 20204.23(10)
    Equipment Purchase and Sale Agreement between IMTE, RE&I International Limited and Zhenjiang Nextek Glass Film Limited dated December 21, 20204.24(10)
    Subscription Agreement between IMTE, Joinstar International Limited and Greifenberg Capital Limited dated December 21, 2020 84
 Table of Contents
 Exhibit
    Description4.25(10)
    Assignment and Assumption of Contracts and Contract Rights between Sunup Holdings Limited and SWIS Co., Ltd dated December 21, 20204.26*
    Underwriting
    Agreement between CIMC Marketing Pty Limited, a wholly owned subsidiary of IMTE and Xped Limited dated February 5, 20214.27(11)
    Securities Purchase Agreement between IMTE and Mercer Street Global Opportunity Fund, LLC dated February 22, 20214.28(12)
    Securities Purchase Agreement between IMTE and accredited investor dated on March 23, 20214.29(13)
    Director's Agreement between IMTE and Mr. Luis Puyat dated January 15, 20214.30*
    Subscription
    Agreements in a private placement with investors outside the United States dated on March 4, 2021 raising a total of
    US$2,293,400.4.31(13)
    Director's Agreement between IMTE and Ms. Jannu Binti Babjan dated April 28, 20214.32(14)
    Securities Purchase Agreement between IMTE and Gold Bull Capital Co., Ltd. dated July 6, 20214.33(14)
    Securities Purchase Agreement between IMTE and Blackhorse Capital Co., Limited dated July 6, 20214.34(14)
    Securities Purchase Agreement between IMTE and Goldenyadan International Holdings Limited dated July 6, 20214.35(15)
    Sale and Purchase Agreement between IMTE and the shareholders of Magnum International Holdings Limited, dated October 11, 20214.36(16)
    Director's Agreement between IMTE and Mr. Xiaodong ZHANG dated July 19, 20214.37(16)
    Director's Agreement between IMTE and Ms. Jing ZHUO dated July 19, 20214.38(16)
    Director's Agreement between IMTE and Ms. Jennifer Hui ZHONG dated August 3, 20214.39(16)
    Director’s Agreement between IMTE and Ms. Xinmei SHI dated August 18, 20214.40(16)
    Director’s Agreement between IMTE and Ms. Dan LI dated August 31, 20214.41(17)
    Assumption
    and Assignment Agreement between IMTE and Joint Investment Limited dated December 29, 2021 for IMTE to subscribe up to 60% in Ace
    Corporation Limited4.42(18)
    Convertible Note Purchase and Warrant Agreements between IMTE and Investors dated January 3, 20224.43(19)
    Subscription
    Agreement between IMTE and World Integrated Supply Ecosystem Sdn. Bhd. ("WISE") dated January 20, 2022 for IMTE to
    subscribe up to 60% in WISE4.44*
    Private
    Placing Agreements between IMTE and Individual Investors outside the United States dated in March and April 2022 raising a total of
    US$6.7 million4.45*
    Rental
    Agreements between Smartglass Zhenjiang and Unilogix (Zhenjiang) Supply Chain Co., Limited dated July 22, 2021 85
 Table of Contents
 Exhibit
    Description8.1*
    List of subsidiaries12.1*
    Certification of Chief Executive Officer12.2*
    Certification of Principal Accounting Officer13.1*
    Certification by Chief Executive Officer of periodic financial report pursuant to 18 U.S.C. Section 1350, as mandated by Section 906 of the Sarbanes-Oxley Act13.2*
    Certification by Chief Accounting Officer of periodic financial report pursuant to 18 U.S.C. Section 1350, as mandated by Section 906 of the Sarbanes-Oxley Act15.1*
    Consent of Independent Registered Public Accounting Firm for the 2021 Financial Statements15.2*
    Consent of Independent Registered Public Accounting Firm for the 2020 and 2019 Financial Statements15.3(20)
    Letter
    to Securities and Exchange Commission from Ramirez Jimenez International CPAs dated December 30, 2021  (1)Incorporated
by reference on Form 20-F/A3 submitted on May 8, 2017.(2)Incorporated
by reference on Form 6-K filed on January 3, 2018.(3)Incorporated
by reference on Form 20-F filed on May 15, 2019.(4)Incorporated by reference on Form 6-K filed on January 20, 2020 and Form 6-K/A filed on February 12, 2020.(5)Incorporated
by reference on Form 6-K filed on February 24, 2020.(6)Incorporated
by reference on Form 20-F filed on June 16, 2020.(7)Incorporated
by reference on Form 6-K filed on July 29, 2020.(8)Incorporated
by reference on Form 6-K filed on August 12, 2020.(9)Incorporated
by reference on Form 6-K filed on December 2, 2020.(10)Incorporated
by reference on Form F-1 filed on December 23, 2020.(11)Incorporated
by reference on Form 6-K filed on February 22, 2021.(12)Incorporated
by reference on Form 6-K filed on March 23, 2021.(13)Incorporated
by reference on Form 20-F filed on May 3, 2021.(14)Incorporated by
reference on Form 6-K filed on July 6, 2021.(15)Incorporated by
reference on Form 6-K filed on October 12, 2021.(16)Incorporated by
reference on Form F-1 filed on October 14, 2021.(17)Incorporated
by reference on Form 6-K filed on December 30, 2021.(18)Incorporated
by reference on Form 6-K filed on January 3, 2022.(19)Incorporated
by reference on Form 6-K filed on January 20, 2022.(20)Incorporated
by reference on Form 6-K filed on December 30, 2021.  *       Filed with this annual report
on Form 20-F. 86
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   SIGNATURES  The registrant hereby certifies that it meets all
of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Report on its
behalf.   Integrated Media Technology Limited/s/ Xiaodong ZHANGBy: Xiaodong ZHANG
    
    Title: Executive Chairman and Chief Executive Officer    Date: April 28, 2022   87