New Momentum Corp. 10-K

ITEM 8. FINANCIAL STATEMENTS New Momentum Corporation TABLE OF CONTENTS Report of Independent Registered Public Accounting Firm – J&S Associate F-1 Report of Independent Registered Public Accounting Firm – Total Asia Associates PLT F-2 Consolidated Balance Sheets as of December 31, 2021 and 2020 F-3 Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2021 and 2020 F-4 Consolidated Statements of Cash Flows for the years ended December 31, 2021 and 2020 F-5 Consolidated Statements of Shareholders’ Deficit for the years ended December 31, 2021 and 2020 F-6 Notes to Consolidated Financial Statements F-7 35 Table of Contents J&S ASSOCIATE (AF002380) (Registered with PCAOB and MIA) UNIT B222,SOLARIS DUTAMAS 1, JALAN DUTAMAS 1, 50480, Kuala Lumpur, Malaysia. Tel : 03-62053622 Fax : 03-62053623 Email : 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: 6743 We have served as the Company’s auditor since 2022. Kuala Lumpur, Malaysia April 15, 2022 F-1 Table of Contents TOTAL ASIA ASSOCIATES PLT (AF002128 & LLP0016837-LCA) A Firm registered with US PCAOB and Malaysian MIA Block C-3-1, Megan Avenue 1, 189, Off Jalan Tun Razak, 50400, Kuala Lumpur, Malaysia Tel: (603) 2733 9989 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Director and Shareholders of NEW MOMENTUM CORPORATION Opinion on the Financial Statements 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 The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in note 2 to the consolidated financial statements, the Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. These factors create an uncertainty as to the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in note 2. The consolidated 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 audit. 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. /s/ TOTAL ASIA ASSOCIATES PLT TOTAL ASIA ASSOCIATES PLT March 26, 2021 We have served as the Company’s auditor since 2020. Kuala Lumpur, Malaysia F-2 Table of Contents NEW MOMENTUM CORPORATION CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2021 AND 2020 (Currency expressed in United States Dollars (“US$”), except for number of shares) As of December 31, 2021 2020 ASSETS Current asset: Cash and cash equivalents $ 15,609 $ 64,496 Accounts receivable 15,773 374 Deposits, prepayments and other receivables 19,708 19,953 Total current assets 51,090 84,823 Non-current asset: Right-of-use assets 25,060 - TOTAL ASSETS $ 76,150 $ 84,823 LIABILTIES AND SHAREHOLDERS’ DEFICIT Current liabilities: Accounts payable $ 15,696 $ - Accrued liabilities and other payables 56,555 12,290 Amount due to director 286,327 199,949 Lease liabilities 25,671 - Convertible promissory note - 33,444 Total current liabilities 384,249 245,683 TOTAL LIABILITIES 384,249 245,683 Commitments and contingencies - - SHAREHOLDERS’ DEFICIT Preferred stock, Class A, $ 0.001 par value; 175,000,000 shares authorized; 1 and 0 share issued and outstanding as at December 31, 2021 and 2020 - - Common stock, $ 0.001 par value; 500,000,000 shares authorized; 176,168,548 and 340,268,500 shares issued and outstanding as at December 31, 2021 and 2020, respectively 176,169 340,269 Additional paid in capital 4,358,612 4,054,600 Accumulated other comprehensive losses ( 272 ) ( 884 ) Accumulated deficit ( 4,842,608 ) ( 4,554,845 ) Shareholders’ deficit ( 308,099 ) ( 160,860 ) TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT $ 76,150 $ 84,823 See accompanying notes to consolidated financial statements. F-3 Table of Contents NEW MOMENTUM CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (Currency expressed in United States Dollars (“US$”)) Years ended December 31, 2021 2020 Revenue, net $ 1,292,479 $ 237,980 Cost of revenue ( 1,287,084 ) ( 233,757 ) Gross profit 5,395 4,223 Operating expenses: General and administrative expenses ( 250,680 ) ( 4,111,983 ) Legal and professional fee ( 44,729 ) ( 64,013 ) Total operating expenses ( 295,409 ) ( 4,175,996 ) Loss from operations ( 290,014 ) ( 4,171,773 ) Other income (expense): Government subsidy 6,419 23,853 Interest income 2 1 Interest expense ( 4,170 ) ( 1,028 ) Total other income 2,251 22,826 LOSS BEFORE INCOME TAXES ( 287,763 ) ( 4,148,947 ) Income tax expense - - NET LOSS ( 287,763 ) ( 4,148,947 ) Other comprehensive income (loss) : Foreign currency translation adjustments 612 ( 331 ) COMPREHENSIVE LOSS $ ( 287,151 ) $ ( 4,149,278 ) Net loss per share Basic and diluted $ ( 0.00 ) $ ( 0.03 ) Weighted average shares outstanding Basic and diluted 219,614,098 165,747,163 See accompanying notes to consolidated financial statements. F-4 Table of Contents NEW MOMENTUM CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (Currency expressed in United States Dollars (“US$”)) Years ended December 31, 2021 2020 Cash flows from operating activities: Net loss $ ( 287,763 ) $ ( 4,148,947 ) Adjustments to reconcile net loss to net cash used in operating activities: Amortization of convertible note discount 1,556 444 Depreciation of right-of-use assets 25,087 - Stock-based compensation for services 101,715 4,074,000 Non-cash lease expense 2,509 - Non-cash convertible note expense 2,614 - Change in operating assets and liabilities: Accounts receivable ( 15,399 ) 129 Deposits, prepayments and other receivables 245 ( 8,482 ) Accounts payable 15,696 - Accrued liabilities and other payables 44,848 11,608 Net cash used in operating activities ( 108,892 ) ( 71,248 ) Cash flows from financing activities: Advance from a director 86,378 116,572 Proceed from issuance of convertible bonds - 33,000 Repayment to lease liabilities ( 26,983 ) ( 22,840 ) Net cash provided by financing activities 59,395 126,732 Effect on exchange rate change on cash and cash equivalents 610 ( 331 ) Net change in cash and cash equivalents ( 48,887 ) 55,153 BEGINNING OF YEAR 64,496 9,343 END OF YEAR $ 15,609 $ 64,496 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid for tax $ - $ - Cash paid for interest $ - $ - See accompanying notes to consolidated financial statements. F-5 Table of Contents NEW MOMENTUM CORPORATION CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (Currency expressed in United States Dollars (“US$”), except for number of shares) Preferred Stock Class A Common Stock Additional paid Accumulated other comprehensive Accumulated Total shareholders’ No. of shares Amount No. of shares Amount in capital losses deficit deficit Balance as at January 1, 2020 - $ - 10,000,000 $ 10,000 $ - $ ( 553 ) $ ( 95,029 ) $ ( 85,582 ) Shares issued for acquisition of legal acquirer - - 310,868,500 310,869 - - (310,869 ) - Issuance of shares for service rendered - - 19,400,000 19,400 4,054,600 - - 4,074,000 Foreign currency translation adjustment - - - - - ( 331 ) - ( 331 ) Net loss for the year - - - - - - ( 4,148,947 ) ( 4,148,947 ) Balance as at December 31, 2020 - $ - 340,268,500 $ 340,269 $ 4,054,600 $ ( 884 ) $ ( 4,554,845 ) $ ( 160,860 ) Balance as at January 1, 2021 - $ - 340,268,500 $ 340,269 $ 4,054,600 $ ( 884 ) $ ( 4,554,845 ) $ ( 160,860 ) Shares issued for service rendered - - 250,000 250 101,465 - - 101,715 Conversion of common stock to preferred stock 1 - ( 169,000,000 ) ( 169,000 ) 169,000 - - - Shares issued to convert the bond - 4,650,048 4,650 33,547 38,197 Foreign currency translation adjustment - - - - 612 - 612 Net loss for the year - - - - ( 287,763 ) ( 287,763 ) Balance as at December 31, 2021 1 $ - 176,168,548 $ 176,169 $ 4,358,612 $ ( 272 ) $ ( 4,842,608 ) $ ( 308,099 ) See accompanying notes to consolidated financial statements. F-6 Table of Contents NEW MOMENTUM CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020 (Currency expressed in United States Dollars (“US$”), except for number of shares) 1. DESCRIPTION OF BUSINESS AND ORGANIZATION 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. On July 6, 2020, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”), by and among the Company, Nemo Holding Company Limited, a British Virgin Islands corporation (“Nemo Holding”), and the holders of common shares of Nemo Holding. The holders of the common stock of Nemo Holding consisted of 29 stockholders. 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, 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. Both the Company and Nemo Holding are controlled by the same management team. 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 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 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 Name Place of incorporation and kind of legal entity Principal activities Particulars of registered/ paid up share capital Effective interest held NEMO Holding Company Limited British Virgin Islands Investment holding 10,000 ordinary shares at par value of US$1 100 % Gagfare Limited Hong Kong Travel agency 500,000 ordinary shares for HK$500,000 100 % Beyond Blue Limited Hong Kong Event organizer 1 ordinary share for HK$1 100 % New Momentum Asia Pte. Ltd. Singapore Investment holding 1 ordinary share of SGD 1 100 % JPOPCOIN Limited Hong Kong Administrative service 5 ordinary shares for HK$5 100 % The Company and its subsidiaries are hereinafter referred to as (the “Company”). F-7 Table of Contents 2. GOING CONCERN UNCERTAINTIES The accompanying consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has suffered from continuous loss from its inception and shareholders’ deficit of $ 308,099 and net current liabilities of $ 333,159 at December 31, 2021. 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 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. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern. 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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 presentation These accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). · Use of estimates and assumptions In preparing these consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the years reported. Actual results may differ from these estimates. · Basis of consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation. F-8 Table of Contents · Cash and cash equivalents Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments. · Accounts receivable 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. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectibility. At the end of fiscal year, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company will consider the allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For the receivables that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers. As of December 31, 2021 and 2020, there was no allowance for doubtful accounts. · Revenue recognition 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. Revenue is recognized when performance obligations are satisfied and the customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for goods or services. Under the standard, a contract’s transaction price is allocated to each distinct performance obligation. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: • identify the contract with a customer; • identify the performance obligations in the contract; • determine the transaction price; • allocate the transaction price to performance obligations in the contract; and • recognize revenue as the performance obligation is satisfied. The Company records its revenue from booking income upon the ticket booking service is rendered to travelers. The Company also records its revenue from the sale of air tickets upon the confirmation and issuance of tickets to the travelers. F-9 Table of Contents · Income taxes The Company adopted the ASC 740 Income tax provisions of paragraph 740-10-25-13, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13. The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary. · Uncertain tax positions The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC 740 provisions of Section 740-10-25 for the years ended December 31, 2021 and 2020. · Foreign currencies translation Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates. The resulting exchange differences are recorded in the consolidated statement of operations. 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 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$, in accordance with ASC Topic 830-30, “ Translation of Financial Statement ”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statements of changes in shareholders’ equity. Translation of amounts from HKD and SGD into US$ 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 0.12825 0.12899 Average HKD:US$ exchange rate 0.12839 0.12894 Year-end SGD:US$ exchange rate 0.74111 0.75645 Average SGD:US$ exchange rate 0.73693 0.74365 F-10 Table of Contents · Comprehensive income ASC Topic 220, “ Comprehensive Income ”, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying consolidated statements of changes in shareholders’ equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit. · Leases 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 are provided. F-11 Table of Contents · Share-based compensation The Company follows ASC 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all share-based payment awards, including restricted stock units, based on estimated grant date fair values. Restricted stock units are valued using the market price of the Company’s common shares on the date of grant. The Company records compensation expense, net of estimated forfeitures, over the requisite service period. · Related parties The Company follows the ASC 850-10, Related Party for the identification of related parties and disclosure of related party transactions. Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement. · Commitments and contingencies The Company follows the ASC 450-20, Commitments to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. F-12 Table of Contents Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. · Fair value of financial instruments The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, accounts receivable, deposits, prepayment and other receivables, amount due from a director and operating lease right-of-use assets, approximate their fair values because of the short maturity of these instruments. · Recent accounting pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. 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. F-13 Table of Contents 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. 4 . 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. Imputed interest from related party loans is not significant. 5 . CONVERTIBLE PROMISSORY NOTE On October 27, 2020, the Company and EMA Financial, LLC, (“EMA”) entered into a Securities Purchase Agreement, whereby the Company issued a note to EMA (the “EMA Note”) in the original principal amount of $ 35,000 . The EMA Note contains an original issue discount of $ 2,000 which will be reflected as a debt discount and amortized over the nine months Note term. The EMA Note is convertible into shares of the common stock of the Company at a price equal to 55% of the lowest trading price of the Company’s common stock for the twenty (20) consecutive trading days immediately preceding to the conversion date. The EMA Note bears interest at 10% per annum and is due on July 27, 2021. 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. F-14 Table of Contents 6. SHAREHOLDERS’ DEFICIT Preferred Stock Authorized shares 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 shareholders; equity interest and earnings per share. Issued and outstanding shares 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. Common Stock Authorized shares The Company was authorized to issue 500,000,000 shares of common stock at par value of $ 0.001 . Issued and outstanding shares 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 under the Plan. F-15 Table of Contents 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. 7. INCOME TAX Income (loss) before income taxes within or outside the United States are shown below: Years ended December 31, 2021 2020 Domestic $ ( 211,004 ) $ ( 4,139,578 ) Foreign ( 76,759 ) ( 9,369 ) Total $ ( 287,763 ) $ ( 4,148,947 ) The provision (benefit) for income taxes as shown in the accompanying consolidated statements of income consists of the following: Years ended December 31, 2021 2020 Current: $ Domestic - - Foreign - - Deferred: Domestic - - Foreign - - Provision for income taxes $ - $ - The effective tax rate in the years presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rate. The Company operates in various countries: United States of America and Hong Kong that are subject to taxes in the jurisdictions in which they operate, as follows: F-16 Table of Contents United States of America NNAX is registered in the State of Nevada and is subject to US federal corporate income tax. The U.S. Tax Cuts and Jobs Act (the “Tax Reform Act”) was signed into law. The Tax Reform Act significantly revised the U.S. corporate income tax regime by, among other things, lowering the U.S. corporate tax rate from 35 % to 21 % effective January 1, 2018. The Company’s policy is to recognize accrued interest and penalties related to unrecognized tax benefits in its income tax provision. The Company has not accrued or paid interest or penalties which were not material to its results of operations for the periods presented. Deferred tax asset is not provided for as the tax losses may not be able to carry forward after a change in substantial ownership of the Company in July 2020. As of December 31, 2021, the operations in the United States of America incurred $ 4,661,451 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards begin to expire in 2041 , if unutilized. The Company has provided for a full valuation allowance against the deferred tax assets of $ 978,905 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future. ASC 740, Accounting for Income Taxes , which requires an assessment of both positive and negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable. Such assessment is required on a jurisdiction by jurisdiction basis. The Company’s history of cumulative losses, along with expected future U.S. losses required that a full valuation allowance be recorded against all net deferred tax assets. The Company intends to maintain a full valuation allowance on net deferred tax assets until sufficient positive evidence exists to support reversal of the valuation allowance. BVI Under the current BVI law, the Company is not subject to tax on income. Singapore 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, 2021 and 2020, and there was no provision for income tax. Hong Kong 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: Years ended December 31, 2021 2020 Loss before income taxes $ ( 73,353 ) $ ( 5,687 ) Statutory income tax rate 16.5 % 16.5 % Income tax expense at statutory rate ( 12,103 ) ( 938 ) Tax effect of non-taxable items ( 1,059 ) ( 3,936 ) Net operating loss 13,162 4,874 Income tax expense $ - $ - F-17 Table of Contents The following table sets forth the significant components of the deferred tax assets of the Company as of December 31, 2021 and 2020: As of December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards - United States $ 978,905 $ 1,034,188 - Hong Kong 34,270 21,108 - Singapore 231 82 1,013,406 1,055,378 Less: valuation allowance ( 1,013,406 ) ( 1,055,378 ) Deferred tax assets, net $ - $ - 8. NET LOSS PER SHARE Basic net loss per share is computed using the weighted average number of common shares outstanding during the year. The dilutive effect of potential common shares outstanding is included in diluted net loss per share. The following table sets forth the computation of basic and diluted net loss per share for the years ended December 31, 2021 and 2020: Years ended December 31, 2021 2020 Net loss attributable to common shareholders $ ( 287,763 ) $ ( 4,148,947 ) Weighted average common shares outstanding – Basic and diluted 219,614,098 165,747,163 Net loss per share – Basic and diluted $ ( 0.00 ) $ ( 0.03 ) 9. PENSION COSTS The Company is required to make contribution to their employees under a government-mandated defined contribution pension scheme for its eligible full-times employees in Hong Kong. The Company is required to contribute a specified percentage of the participants’ relevant income based on their ages and wages level. During the years ended December 31, 2021 and 2020, $ 1,283 and $ 280 contributions were made accordingly. 10. RELATED PARTY TRANSACTIONS 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. 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 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 . 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. F-18 Table of Contents 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. 11. CONCENTRATIONS OF RISK The Company is exposed to the following concentrations of risk: (a) Major customers 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. (c) Economic and political risk 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; therefore there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of HKD and SGD converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice. 12. COMMITMENTS AND CONTINGENCIES As of December 31, 2021 and 2020, the Company has no material commitments or contingencies. 13. 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, 2021, up through the date the Company issued the audited consolidated financial statements. The Company determined that there are no further events to disclose. F-19 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE None.