What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2022-04-18 compared with 2021-03-26 · 189 added, 123 removed, 361 unchanged (46% of the section changed)

1 unchanged sentence

New Momentum Corporation

Report of Independent Registered Public Accounting Firm – J&S Associate

Report of Independent Registered Public Accounting Firm – Total Asia Associates PLT

4 unchanged sentences

Notes to Consolidated Financial Statements

J&S ASSOCIATE (AF002380)

(Registered with PCAOB and MIA)

UNIT B222,SOLARIS DUTAMAS 1,

JALAN DUTAMAS 1,

50480, Kuala Lumpur, Malaysia.

jspartner348@gmail.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Director and Stockholder of

NEW MOMENTUM CORPORATION

Opinion on the Financial Statement

We have audited the accompanying consolidated balance sheet of New Momentum Corporation and its subsidiaries (the ‘Company’) as of December 31, 2021, and the related consolidated statement of operations and comprehensive income, stockholders’ equity (deficit), and cash flows for the year ended December 31, 2021, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash flows for the year ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 2, the Company suffered an accumulated shareholders’ deficit of $308,099 and net current liabilities of $333,159.

These matters raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans with regards to these matters are also described in Note 2 to the financial statements.

These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our 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 financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our 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 Company’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 financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current year audit of the financial statements that were communicated or are required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements, and (2) involved especially challenging, subjective, or complex judgements.

We determined that there are no critical audit matters.

/s/ J&S Associate

Certified Public Accountants

PCAOB Number:

We have served as the Company’s auditor since 2022.

Kuala Lumpur, Malaysia

April 15, 2022

TOTAL ASIA ASSOCIATES PLT

8 unchanged sentences

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of New Momentum Corporation and its subsidiaries (the ‘Company’) as of December 31, 2020 and 2019, and the related consolidated statements of operations and comprehensive loss, changes in shareholders’ deficit and cash flows for the years ended December 31, 2020 and 2019, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the years ended December 31, 2020 and 2019, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated balance sheet of New Momentum Corporation and its subsidiaries (the ‘Company’) as of December 31, 2020, and the related consolidated statements of operations and comprehensive loss, changes in shareholders’ deficit and cash flows for the year ended December 31, 2020, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and the results of its operations and its cash flows for the years ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Uncertainty

6 unchanged sentences

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

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 financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

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 Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

We believe that our audit provides a reasonable basis for our opinion.

/s/ TOTAL ASIA ASSOCIATES PLT

8 unchanged sentences

As of December 31,

Current assets:

Current asset:

Cash and cash equivalents

2 unchanged sentences

Total current assets

Non-current asset:

Right-of-use assets

LIABILTIES AND SHAREHOLDERS’ DEFICIT

Current liabilities:

Accounts payable

Accrued liabilities and other payables

Amount due to a related company

Amounts due to directors

Amount due to director

Lease liabilities

Convertible promissory note

5 unchanged sentences

175,000,000 shares authorized;

no share issued and outstanding as at December 31, 2020 and 2019

1 and 0 share issued and outstanding as at December 31, 2021 and 2020

Common stock, $ 0.001 par value;

3 unchanged sentences

Accumulated other comprehensive losses

Accumulated losses

Accumulated deficit

( 4,842,608 )

( 4,554,845 )

Shareholders’ deficit

7 unchanged sentences

Cost of revenue

( 1,287,084 )

Operating expenses:

General and administrative expenses

( 4,111,983 )

Legal and professional fee

Total operating expenses

( 4,175,996 )

Loss from operations

( 4,171,773 )

Other income (expense):

4 unchanged sentences

LOSS BEFORE INCOME TAXES

( 4,148,947 )

Income tax expense

Other comprehensive loss :

Foreign currency translation loss

( 4,148,947 )

Other comprehensive income (loss) :

Foreign currency translation adjustments

COMPREHENSIVE LOSS

$ ( 287,151 )

$ ( 4,149,278 )

Net loss per share

8 unchanged sentences

Years ended December 31,

Cash flow from operating activities:

Cash flows from operating activities:

$ ( 287,763 )

$ ( 4,148,947 )

Adjustments to reconcile net loss to net cash used in operating activities:

Stock-based compensation for services

Amortization of convertible note discount

Depreciation of right-of-use assets

Stock-based compensation for services

Non-cash lease expense

Non-cash convertible note expense

Change in operating assets and liabilities:

1 unchanged sentence

Deposits, prepayments and other receivables

Accounts payable

Accrued liabilities and other payables

Net cash used in operating activities

Cash flow from financing activities:

Cash flows from financing activities:

Advance from a director

Proceed from issuance of convertible bonds

Repayment to related companies

Net cash generated from financing activities

Repayment to lease liabilities

Net cash provided by financing activities

Effect on exchange rate change on cash and cash equivalents

9 unchanged sentences

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

Additional paid in

Preferred Stock Class A

Additional paid

Accumulated other comprehensive

Total shareholders’

Balance as at January 1, 2019 (restated)

Balance as at January 1, 2020

Shares issued for acquisition of legal acquirer

Issuance of shares for service rendered

Foreign currency translation adjustment

Net loss for the year

( 4,148,947 )

Balance as at December 31, 2020

Shares issued for acquisition of legal acquirer

Issuance of shares for service rendered

$ ( 4,554,845 )

$ ( 160,860 )

Balance as at January 1, 2021

$ ( 4,554,845 )

$ ( 160,860 )

Shares issued for service rendered

Conversion of common stock to preferred stock

( 169,000,000 )

Shares issued to convert the bond

Foreign currency translation adjustment

2 unchanged sentences

$ ( 4,842,608 )

$ ( 308,099 )

See accompanying notes to consolidated financial statements.

4 unchanged sentences

DESCRIPTION OF BUSINESS AND ORGANIZATION

New Momentum Corporation (formerly known as Eason Education Kingdom Holdings, Inc.) (the “Company”) was incorporated under the law of the State of Nevada on July 1, 1999.

The Company through its subsidiaries, mainly operates a smartphone application to provide the online platform with “Book Now, Pay Later” flight booking service for travelers among over 500 airlines worldwide to search and secured their tickets.

New Momentum Corporation (the “Company”) was incorporated under the law of the State of Nevada on July 1, 1999.

The Company through its subsidiaries, mainly operates a smartphone application to provide an online platform with “Book Now, Pay Later” flight booking service for travelers with over 500 airlines worldwide to search and secure their tickets.

With a simple, user-friendly interface, the Company enables customers to arrange and book the multiple-stop itineraries, and to check their bookings through official airline websites using the Gagfare booking reference number.

2 unchanged sentences

Under the terms and conditions of the Share Exchange Agreement, the Company issued 10,000,000 shares of common stock in consideration for all the issued and outstanding shares in Nemo Holding.

Leung Tin Lung David, the Company’s sole officer and director, is the beneficial holder of 6,000,000 common shares, or 60%, of the issued and outstanding shares of Nemo Holding.

Leung Tin Lung David, the Company’s sole officer and director, was the beneficial holder of 6,000,000 common shares, or 60 %, of the issued and outstanding shares of Nemo Holding.

The effect of the issuance of the 10,000,000 shares issued under the Share Exchange Agreement represents 10.8% of the issued and outstanding shares of common stock of the Company.

1 unchanged sentence

Upon completion of the Share Exchange Transaction, Nemo Holding became a 100% owned subsidiary of the Company.

Because the Company is a shell company, Nemo Holding will comprise the ongoing operations of the combined entity and its senior management will serve as the senior management of the combined entity, Nemo Holding is deemed to be the accounting acquirer for accounting purposes.

The transaction will be treated as a recapitalization of the Company.

Accordingly, the consolidated assets, liabilities and results of operations of the Company will become the historical financial statements of Nemo Holding, and the Company’s assets, liabilities and results of operations will be consolidated with Nemo Holding beginning on the acquisition date.

Because the Company is a shell company, Nemo Holding comprises the ongoing operations of the combined entity and its senior management serves as the senior management of the combined entity, Nemo Holding is deemed to be the accounting acquirer for accounting purposes.

The transaction was treated as a recapitalization of the Company.

Accordingly, the consolidated assets, liabilities and results of operations of the Company became the historical financial statements of Nemo Holding, and the Company’s assets, liabilities and results of operations were consolidated with Nemo Holding beginning on the acquisition date.

Nemo Holding was the legal acquiree but deemed to be the accounting acquirer.

The Company was the legal acquirer but deemed to be the accounting acquiree in the reverse merger.

The historical financial statements prior to the acquisition are those of the accounting acquirer (Nemo Holding).

After completion of the Share Exchange Transaction, the Company’s consolidated financial statements include the assets and liabilities, the operations and cash flow of the accounting acquirer.

During the year ended December 31, 2020, the Company established two subsidiaries namely New Momentum Asia Pte.

Ltd, a Singapore corporation and JPOPCOIN Limited, a Hong Kong corporation, respectively, for business expansion.

Description of subsidiaries

The historical financial statements prior to the acquisition were those of the accounting acquirer (Nemo Holding).

After completion of the Share Exchange Transaction in the prior year, the Company’s consolidated financial statements include the assets and liabilities, the operations and cash flow of the accounting acquirer.

Description of subsidiar ies

Place of incorporation

Principal activities

Particulars of registered/ paid up share

Particulars of registered/

paid up share

Effective interest

11 unchanged sentences

Investment holding

1 ordinary share for SGD 1

1 ordinary share of SGD 1

JPOPCOIN Limited

6 unchanged sentences

In addition, with respect to the ongoing and evolving coronavirus (COVID-19) outbreak, which was designated as a pandemic by the World Health Organization on March 11, 2021, the outbreak has caused substantial disruption in international economies and global trades and if repercussions of the outbreak are prolonged, could have a significant adverse impact on the Company’s business.

The continuation of the Company as a going concern through December 31, 2021 is dependent upon the continued financial support from its shareholders.

Management believes the Company is currently pursuing additional financing for its operations.

The continuation of the Company as a going concern through the next twelve months is dependent upon the continued financial support from its shareholders.

The Company is also currently pursuing additional financing for its operations.

However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations.

3 unchanged sentences

The accompanying consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated financial statements and notes.

Basis of presentation

Basis presentation

These accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

8 unchanged sentences

Accounts receivable

Accounts receivable are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms, generally 30 to 90 days from completion of service.

Accounts receivable are recorded at the invoiced amount and do not bear interest on amounts which are due within contractual payment terms, of 30 to 90 days from completion of service.

Credit is extended based on evaluation of a customer’s financial condition, the customer credit-worthiness and their payment history.

8 unchanged sentences

Revenue recognition

The Company adopted Accounting Standards Codification (“ASC”) 606 – Revenue from Contracts with Customers” (“ASC 606”) as of January 1, 2019 using the modified retrospective method.

This method allows the Company to apply ASC 606 to new contracts entered into after January 1, 2019, and to its existing contracts for which revenue earned through December 31, 2018 has been recognized under the guidance in effect prior to the effective date of ASC 606.

The revenue recognition processes the Company applied prior to adoption of ASC 606 align with the recognition and measurement guidance of the new standard, therefore adoption of ASC 606 did not require a cumulative adjustment to opening equity.

The Company recognizes revenue from its contracts with customers in accordance with Accounting Standards Codification (“ASC”) 606 – Revenue from Contracts with Customers (“ASC 606”) .

The Company recognizes revenues when satisfying the performance obligation of the associated contract that reflects the consideration expected to be received based on the terms of the contract.

Under ASC 606, a performance obligation is a promise within a contract to transfer a distinct good or service, or a series of distinct goods and services, to a customer.

24 unchanged sentences

The reporting currency of the Company is United States Dollar (“US$”) and the accompanying consolidated financial statements have been expressed in US$.

In addition, the Company is operating in Hong Kong and Singapore and maintain its books and record in its local currency, Hong Kong Dollars (“HKD”) and Singapore Dollars (“SGD”), which are a functional currency as being the primary currency of the economic environment in which their operations are conducted.

In addition, the Company operates in Hong Kong and Singapore and maintain their books and records in their local currency, Hong Kong Dollars (“HKD”) and Singapore Dollars (“SGD”), which are their respective functional currencies, being the primary currency of the economic environment in which their operations are conducted.

In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “ Translation of Financial Statement ”, using the exchange rate on the balance sheet date.

Revenues and expenses are translated at average rates prevailing during the period.

The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statements of changes in shareholders’ equity.

The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statements of changes in shareholders’ equity.

Translation of amounts from HKD and SGD into US$ have been made at the following exchange rates for the years ended December 31, 2021 and 2020:

December 31, 2021

December 31, 2020

Year-end HKD:US$ exchange rate

2 unchanged sentences

Average SGD:US$ exchange rate

Net loss per share

The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period.

Diluted loss per share is computed similar to basic income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.

Comprehensive income

3 unchanged sentences

This comprehensive income is not included in the computation of income tax expense or benefit.

The Company adopted Topic 842, Leases (“ASC 842”), using the modified retrospective approach through a cumulative-effect adjustment and utilizing the effective date of January 1, 2019 as its date of initial application, with prior periods unchanged and presented in accordance with the previous guidance in Topic 840, Leases (“ASC 840”).

At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present.

Leases with a term greater than one year are recognized on the balance sheet as right-of-use (“ROU”) assets, lease liabilities and long-term lease liabilities.

The Company has elected not to recognize on the balance sheet leases with terms of one year or less.

Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term.

However, certain adjustments to the right-of-use asset may be required for items such as prepaid or accrued lease payments.

The interest rate implicit in lease contracts is typically not readily determinable.

As a result, the Company utilizes its incremental borrowing rates, which are the rates incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.

In accordance with the guidance in ASC 842, components of a lease should be split into three categories:

lease components (e.g.

land, building, etc.), non-lease components (e.g.

common area maintenance, consumables, etc.), and non-components (e.g.

property taxes, insurance, etc.).

Subsequently, the fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components.

Lease expense is recognized on a straight-line basis over the lease terms.

Lease expense includes amortization of the ROU assets and accretion of the lease liabilities.

Amortization of ROU assets is calculated as the periodic lease cost less accretion of the lease liability.

The amortized period for ROU assets is limited to the expected lease term.

The Company has elected a practical expedient to combine the lease and non-lease components into a single lease component.

The Company also elected the short-term lease measurement and recognition exemption and does not establish ROU assets or lease liabilities for operating leases with terms of 12 months or less.

The Company adopts the FASB Accounting Standards Update (“ASU”) 2016-02 “Leases (Topic 842).” for all periods presented.

This standard requires lessees to recognize lease assets (“right of use”) and related lease obligations (“lease liabilities”) on the balance sheet for leases with terms in excess of 12 months.

The Company determines if an arrangement is a lease at inception.

Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the consolidated balance sheets.

Finance leases are included in finance lease ROU assets and finance lease liabilities in the consolidated balance sheets.

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease.

Operating lease and finance lease ROU assets and liabilities are recognized at January 1, 2019 based on the present value of lease payments over the lease term discounted using the rate implicit in the lease.

In cases where the implicit rate is not readily determinable, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Retirement plan costs

Contributions to retirement plans (which are defined contribution plans) are charged to general and administrative expenses in the accompanying statements of operation as the related employee service is provided.

Share-based compensation

44 unchanged sentences

Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.

Recently Adopted Accounting Standards

In June 2016, the FASB issued guidance that affects loans, trade receivables and any other financial assets that have the contractual right to receive cash.

Under the new guidance, an entity is required to recognize expected credit losses rather than incurred losses for financial assets.

The new guidance is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years.

The Company adopted the new guidance effective January 1, 2020, with no material impact to the Company’s consolidated financial position, results of operations or cash flows.

In August 2018, the FASB issued guidance which modifies certain disclosure requirements over fair value measurements.

The guidance is effective for fiscal years beginning after December 15, 2019, including all interim periods within that fiscal year.

The Company adopted the new guidance effective January 1, 2020.

The Company does not currently classify any of its derivative contracts or restoration plan assets as Level 3 assets or liabilities, nor did the Company have any transfers amongst fair value levels during the year ended December 31, 2020.

As a result, the guidance did not have an impact on Company’s the fair value measurement disclosures upon adoption.

In January 2017, the FASB issued guidance which eliminates the second step from the traditional two-step goodwill impairment test.

Under current guidance, an entity performed the first step of the goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount;

if an impairment loss was indicated, the entity computed the implied fair value of goodwill to determine whether an impairment loss existed, and if so, the amount to recognize.

Under the new guidance, an impairment loss is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value (the Step 1 test), with no further testing required.

Any impairment loss recognized is limited to the amount of goodwill allocated to the reporting unit.

The new guidance is effective for public companies that are Securities and Exchange Commission (“SEC”) registrants for fiscal years beginning after December 15, 2019.

The Company adopted the new guidance on January 1, 2020, and applied the guidance prospectively to its goodwill impairment tests.

Accounting Standards Not Yet Adopted as of December 31, 2020

In December 2019, the FASB issued new guidance to simplify the accounting for income taxes by removing certain exceptions to the general principles and also simplification of areas such as franchise taxes, step-up in tax basis goodwill, separate entity financial statements and interim recognition of enactment of tax laws or rate changes.

The new guidance is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years, with early adoption permitted.

The Company is currently evaluating the impact of this new guidance on its consolidated financial statements.

In March 2020, the FASB issued guidance to address certain accounting consequences from the anticipated transition from the use of the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates.

The new guidance contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts.

The guidance is optional and may be elected over time as reference rate reform activities occur.

During the year ended December 31, 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based on matches the index of the corresponding derivatives.

Application of these expedients preserves the presentation of derivatives consistent with past presentation.

The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.

AMOUNTS DUE TO A RELATED COMPANY AND DIRECTORS

As of December 31, 2020 and 2019, the Company owed to its directors in the amount of $199,949 and $83,377, respectively.

The amounts are unsecured, non-interest bearing and have no fixed terms of repayment.

Imputed interest from related party loans is not significant.

As of December 31, 2020 and 2019, the Company owed to the related company which is controlled by the Company’s directors in the amount of $0 and $22,840, respectively.

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) , (“ASU 2021-04”).

This ASU reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange.

This ASU provides guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic.

It specifically addresses:

(1) how an entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange;

(2) how an entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange;

and (3) how an entity should recognize the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange.

This ASU will be effective for all entities for fiscal years beginning after December 15, 2021.

An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments.

Early adoption is permitted, including adoption in an interim period.

The adoption of ASU 2021-04 on January 1, 2022 will not have a material impact on the Company’s financial statements or disclosures.

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

AMOUNT DUE TO DIRECTOR

As of December 31, 2021 and 2020, the Company owed to its director in the amount of $ 286,327 and $ 199,949 , respectively.

The amounts are unsecured, non-interest bearing and have no fixed terms of repayment.

5 unchanged sentences

The EMA Note bears interest at 10% per annum and is due on July 27, 2021.

As of December 31, 2020 and 2019, accrued interest amounted to $584 and $0, respectively.

For the year ended December 31, 2021, all convertible promissory notes were converted to Company’s common stock.

For the year ended December 31, 2021 and 2020, the amortization of discount was $ 1,556 and $ 444 , respectively.

As of December 31, 2021 and 2020, accrued interest amounted to $ 0 and $ 584 , respectively.

SHAREHOLDERS’ DEFICIT

1 unchanged sentence

Authorized shares

The Company was authorized to issue 175,000,000 shares of Class A preferred stock at par value of $0.001.

The Company was authorized to issue 175,000,000 shares of Preferred Stock at par value of $ 0.001 .

Any class of preferred stock may have preferential voting rights, liquidation rights or other rights with respect to the class of common stock.

These preferential rights may have anti-takeover effects and may also result in the dilution of the common stockholders;

These preferential rights may have anti-takeover effects and may also result in the dilution of the common shareholders;

equity interest and earnings per share.

Issued and outstanding shares

As of December 31, 2020 and 2019, no Class A preferred stock was issued and outstanding.

On March 11, 2021, the Company designated a class of preferred stock titled, Series A Preferred Stock, with a par value of $ 0.001 per share, and consisting of one share.

The Series A preferred carries voting rights equal to 110 % of the total voting rights of the outstanding common stock and voting power of the Company, and has the right to appoint one director of the Company.

Additionally, the one share of Series A Preferred Stock contains protective provisions, which precludes the Company from taking the certain actions without the approval of the holder of the share of Series A Preferred Stock.

More specifically, so long as any shares of Series A Preferred Stock are outstanding, the Company shall not, without first obtaining the approval (by vote or written consent, as provided by law) of the holders of at least a majority of the outstanding shares of Series A Preferred Stock.

As long as any shares of Series A Preferred Stock remain outstanding, the holders of a majority of the shares of Series A Preferred Stock represented at a duly called special or annual meeting of such stockholders or by an action by written consent for that purpose shall be entitled to elect a special director to the board of directors.

As of December 31, 2021 and 2020, 1 and 0 share of Class A Preferred Stock was issued and outstanding.

Authorized shares

1 unchanged sentence

Issued and outstanding shares

On October 23, 2020, the Company issued 19,400,000 shares of common stock at $0.21 per share under the Plan to compensate certain consultants and service providers in rendering the services to the Company in the amount of $4,074,000 and charged to the operations.

As of December 31, 2020, 340,268,500 common shares issued and outstanding.

On October 19, 2020, the Company approved the 2020 Stock Incentive Plan (the “Plan”) and authorized the director to issue the maximum shares of common stock of 20,000,000 shares under the Plan.

On October 23, 2020, the Company issued 19,400,000 shares of common stock at $ 0.21 per share under the Plan to compensate certain consultants and service providers in rendering services to the Company.

On April 13, 2021, the Company entered into a Stock Purchase Agreement with the Company’s sole director and a major shareholder, pursuant to which the Company issued one share of Series A Preferred Stock in exchange for his 169,000,000 shares of its common stock and cancelled these 169,000,000 shares of its common stock.

On April 19, 2021, the Company issued 150,000 shares of common stock to SEC counsel for legal service at the current market price of $ 0.2781 per share, totaling $ 41,715 .

On July 27, 2021 and October 27, 2021, the Company issued the aggregate of 4,650,048 shares of its common stock to EMA Financial LLC for the conversion of the convertible bond totaling $ 38,197 .

On November 28, 2021, the Company issued 100,000 shares of common stock to a travel agent for the performance reward at the current market price of $ 0.6 per share, totaling $ 60,000 .

As of December 31, 2021 and 2020, 176,168,548 and 340,268,500 shares of common stock were issued and outstanding.

Stock Option Plan

On October 19, 2020, the Company approved the 2020 Stock Incentive Plan (the “Plan”) and authorized the director to issue the maximum shares of common stock of 20,000,000 shares at a price of $0.21 per share under the Plan.

As of December 31, 2020, 600,000 shares are not issued under the Plan.

On October 19, 2020, the Company approved the 2020 Stock Incentive Plan (the “Plan”) and authorized the director to issue the maximum shares of common stock of 20,000,000 shares under the Plan.

On October 23, 2020, the Company issued 19,400,000 shares of its common stock at $0.21 per share under the Plan to compensate certain consultants and service providers in rendering the services to the Company.

On April 19, 2021, the Company issued 150,000 shares of its common stock to SEC counsel for legal service at the current market price of $0.2781 per share under the Plan.

On November 28, 2021, the Company issued 100,000 shares of its common stock to a travel agent for the performance reward at the current market price of $ 0.6 per share under the Plan.

As of December 31, 2021 and 2020, 350,000 and 600,000 shares are not issued under the Plan.

Income (loss) before income taxes within or outside the United States are shown below:

Years ended December 31,

$ ( 211,004 )

$ ( 4,139,578 )

$ ( 287,763 )

$ ( 4,148,947 )

The provision (benefit) for income taxes as shown in the accompanying consolidated statements of income consists of the following:

23 unchanged sentences

The Company’s operating subsidiary is registered in Republic of Singapore and is subject to the Singapore corporate income tax at a standard income tax rate of 17% on the assessable income arising in Singapore during its tax year.

No assessable income was generated in Singapore during the year ended December 31, 2020 and there was no provision for income tax.

The Company’s subsidiaries operating in Hong Kong is subject to the Hong Kong Profits Tax at the two-tiered profits tax rates from 8.25% to 16.5% on the estimated assessable profits arising in Hong Kong during the current year, after deducting a tax concession for the tax year.

No assessable income was generated in Singapore during the year ended December 31, 2021 and 2020, and there was no provision for income tax.

The Company’s subsidiaries operating in Hong Kong are subject to the Hong Kong Profits Tax at the two-tiered profits tax rates from 8.25% to 16.5% on the estimated assessable profits arising in Hong Kong during the current year, after deducting a tax concession for the tax year.

The reconciliation of income tax rate to the effective income tax rate for the years ended December 31, 2021 and 2020 is as follows:

12 unchanged sentences

valuation allowance

( 1,013,406 )

( 1,055,378 )

Deferred tax assets, net

5 unchanged sentences

Net loss attributable to common shareholders

$ ( 287,763 )

$ ( 4,148,947 )

Weighted average common shares outstanding – Basic and diluted

5 unchanged sentences

RELATED PARTY TRANSACTIONS

From time to time, the directors of the Company advanced funds to the Company for working capital purpose.

From time to time, the director of the Company advanced funds to the Company for working capital purpose.

Those advances are unsecured, non-interest bearing and had no fixed terms of repayment.

During the years ended December 31, 2020 and 2019, the Company has been provided free office space by its shareholder.

The management determined that such cost is nominal and did not recognize the rent expense in its consolidated financial statements.

Since February 1, 2016, the Company was granted with the right of use to the website and mobile application platforms by JJ Explorer Tours Limited (“JJ Explorer”), which was also controlled by the directors of the Company.

Also, the Company formed a cooperation partnership with JJ Explorer whereas JJ Explorer invested to develop and maintained the operations of the Gagfare web and mobile application platforms in a term of 5 years, to be expired on January 31, 2021.

Also, the Company formed a cooperation partnership with JJ Explorer whereas JJ Explorer invested to develop and maintain the operations of the Gagfare web and mobile application platforms in a term of 5 years, JJ Explorer would share 50 % of the net earnings generated by the Company in the use of its web and mobile application platforms during the cooperation period.

On January 31, 2021, JJ Explorer agreed to extend the term of additional 5 years up January 31, 2026 .

In return, JJ Explorer would share 50% of the net earnings generated by the Company in the use of its web and mobile application platforms during the cooperation period.

For the years ended December 31, 2020 and 2019, the Company did not record the service charges and paid to JJ Explorer.

For the years ended December 31, 2021 and 2020, as the Company has generated no earnings, the Company does not have any service charges and payables to JJ Explorer.

For the years ended December 31, 2021 and 2020, the Company paid the service fee of $ 13,481 and $ 2,707 to certain shareholders for their service.

For the years ended December 31, 2021 and 2020, the Company paid the salary of $ 10,785 and $ 2,707 to the director for his service.

Apart from the transactions and balances detailed elsewhere in these accompanying consolidated financial statements, the Company has no other significant or material related party transactions during the years presented.

2 unchanged sentences

(a) Major customers

For the years ended December 31, 2020 and 2019, there was no single customer exceeding 10% of the Company’s revenue.

(b) Economic and political risk

For the year ended December 31, 2021, there is one single customer who accounts for 97 % of the Company’s revenue totaling $ 1,259,890 with $ 15,773 accounts receivable at December 31, 2021.

For the year ended December 31, 2020, there is one single customer who accounts for 90 % of the Company’s revenue totaling $214,869 with $ 0 accounts receivable at December 31, 2020.

(b) Major vendors

For the year ended December 31, 2021, there is one single vendor who accounts for 99 % of the Company’s cost of revenue totaling $ 1,273,991 with $ 15,696 accounts payable at December 31, 2021.

For the year ended December 31, 2020, there is one single vendor who accounts for 97 % of the Company’s cost of revenue totaling $ 225,785 with $ 0 accounts payable at December 31, 2020.

The Company’s major operations are conducted in Hong Kong.

Accordingly, the political, economic, and legal environments in Hong Kong, as well as the general state of Hong Kong’s economy may influence the Company’s business, financial condition, and results of operations.

(d) Exchange rate risk

The Company cannot guarantee that the current exchange rate will remain steady;

4 unchanged sentences

SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2020, up through March 26, 2021, the Company issued the audited consolidated financial statements.

In accordance with ASC Topic 855, “ Subsequent Events ”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2021, up through the date the Company issued the audited consolidated financial statements.

The Company determined that there are no further events to disclose.

On March 11, 2021, the Company filed the Certificate of Designation to create and authorize Series A Preferred Stock.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data