What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2023-04-18 compared with 2022-04-18 · 144 added, 183 removed, 367 unchanged (47% 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

Report of Independent Registered Public Accounting Firm – J&S Associates PLT

Consolidated Balance Sheets as of December 31, 2022 and 2021

3 unchanged sentences

Notes to Consolidated Financial Statements

J&S ASSOCIATE (AF002380)

J&S ASSOCIATE PLT

202206000037 (LLP0033395-LCA) & 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

(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

B-11-14, Megan Avenue II

12, Jalan Yap Kwan Seng, 50450, Kuala Lumpur, Malaysia

+603-4813 9469

info@jns-associate.com

jns-associate.com

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

2 unchanged sentences

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”).

We have audited the accompanying consolidated balance sheets of New Momentum Corporation and its subsidiaries (the ‘Company’) as of December 31, 2022, and the related consolidated statements of operations and comprehensive loss, changes in shareholders’ deficit and cash flows for the year ended December 31, 2022, 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, 2022, and the results of its operations and its cash flows for the years ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Uncertainty

Going Concern Uncertainties

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.

As discussed in note 2 to the consolidated financial statements, the Company has not yet established an ongoing source of revenues nor required funding sufficient to cover its operating costs and future expansion plans to 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.

The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

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.

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

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.

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

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

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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 believe that our audits provide 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.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Revenue Recognition - Principal versus Agent Considerations

As described in Note 3 to the consolidated financial statements, management follows the guidance provided in ASC 606, Revenue from Contracts with Customers, for determining whether the Company is the principal or an agent in arrangements with customers that involve another party that contributes to providing the goods to a customer.

In these instances, management determines whether the Company has promised to provide the goods itself (as principal) or to arrange for the specified goods to be provided by another party (as an agent).

As disclosed by management, this determination is a matter of judgment that depends on the facts and circumstances of each arrangement.

The Company recognizes revenue from the sale of all airline tickets on a gross basis (as a principal) as the Company is primarily responsible for the fulfilment of the sale, controls the delivery the promised goods, and has full discretion in establishing prices.

Therefore, the Company is the principal in all arrangements with customers.

Our key considerations for the determination of revenue recognition - principal versus agent considerations as a critical audit matter was due to the high degree of judgement involved in the assessment of who is responsible for the fulfilment of the sale and the delivery of the promised goods to the customer, and whether Company had full discretion in establishing the prices of the goods.

These were assessed by:

Critically evaluating management’s assessment for their rationale and justification of relationship between the various parties;

Obtaining an understanding of the revenue process and relationships between the various parties to the transactions by way of review of documents and indepth discussion with key personnel;

Analysis in detail the margins earned on sale transactions for the year to corroborate our understanding;

Determining consistency of evidence and obtained in other areas of the audit.

Exercising a high degree of judgement and subjectivity in performing and evaluating the results of the procedures.

/s/ J&S Associate PLT

Certified Public Accountants

PCAOB Number:

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

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As of December 31,

Current asset:

Current assets:

Cash and cash equivalents

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Accrued liabilities and other payables

Amount due to director

Amounts due to directors

Lease liabilities

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175,000,000 shares authorized;

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

1 share issued and outstanding as at December 31, 2022 and 2021 respectively

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

177,687,535 shares and 176,168,548 shares issued and outstanding as at December 31, 2022 and 2021, respectively

Additional paid in capital

Accumulated other comprehensive losses

Accumulated other comprehensive income (losses)

Accumulated deficit

( 4,842,608 )

( 4,554,845 )

Shareholders’ deficit

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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):

Government subsidy

Foreign exchange gain

Interest income

2 unchanged sentences

LOSS BEFORE INCOME TAXES

( 4,148,947 )

Income tax expense

( 4,148,947 )

Other comprehensive income (loss) :

Other comprehensive income:

Foreign currency translation adjustments

COMPREHENSIVE LOSS

$ ( 287,151 )

$ ( 4,149,278 )

Net loss per share

9 unchanged sentences

Cash flows from operating activities:

$ ( 287,763 )

$ ( 4,148,947 )

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

3 unchanged sentences

Non-cash lease expense

Non-cash convertible note expense

Non-cash financing cost

Change in operating assets and liabilities:

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Cash flows from financing activities:

Advance from a director

Proceed from issuance of convertible bonds

Repayment to lease liabilities

Net cash provided by financing activities

(Repayment to) advance from a director

Proceeds from issuance of convertible note

Payment of lease liabilities

Net cash generated from financing activities

Effect on exchange rate change on cash and cash equivalents

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Balance as at January 1, 2021

Shares issued for acquisition of legal acquirer

Issuance of shares for service rendered

Foreign currency translation adjustment

Net loss for the year

$ (4,554,845 )

( 4,148,947 )

Balance as at December 31, 2020

$ ( 4,554,845 )

$ ( 160,860 )

Balance as at January 1, 2021

$ ( 4,554,845 )

$ ( 160,860 )

Shares issued for service rendered

6 unchanged sentences

$ (4,842,608 )

Balance as at January 1, 2022

$ (4,842,608 )

Shares issued on convertible notes

Foreign currency translation adjustment

Net loss for the year

Balance as at December 31, 2022

$ (5,031,461 )

See accompanying notes to consolidated financial statements.

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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.

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.

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.

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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.

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.

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.

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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.

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.

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

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.

Description of subsidiaries

Place of incorporation

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The Company and its subsidiaries are hereinafter referred to as (the “Company”).

The future direction of the Company is to venture into Tourism Investment Projects with a focus on diving, sustainability, conservation, and authenticity, through a curated collection of boutique properties offering a thoroughly contemporary travel experience, but one that is intrinsically linked to the destination, its heritage, its culture and its biodiversity.

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.

The Company has suffered from continuous loss from its inception and net current liabilities of $484,448 at December 31, 2022.

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, 2020, 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.

The Company is currently pursuing additional financing for its operations and future expansion.

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 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.

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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.

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.

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.

Past due balances over 90 days and over a specified amount are reviewed individually for collectability.

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.

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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.

The Company adopted Accounting Standards Codification (“ASC ”) 606 – Revenue from Contracts with Customers ” (“ASC 606”).

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.

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The Company also records its revenue from the sale of air tickets upon the confirmation and issuance of tickets to the travelers.

The Company follows the guidance provided in ASC 606, Revenue from Contracts with Customers, for determining whether the Company is the principal or an agent in arrangements with customers that involve another party that contributes to the provision of goods to a customer.

In these instances, the Company determines whether it has promised to provide the goods itself (as principal) or to arrange for the specified goods to be provided by another party (as an agent).

This determination is a matter of judgment that depends on the facts and circumstances of each arrangement.

The Company recognizes revenue from the sale of its air tickets on a gross basis as the Company is responsible for the fulfillment, controls the delivery of the promised goods, and has full discretion in establishing prices and therefore is the principal in the arrangement.

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.

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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 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 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.

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

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.

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.

Retirement plan costs

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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.

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.

Imputed interest from related party loans is not significant.

The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s audited consolidated financial statements.

AMOUNTS DUE TO DIRECTORS

As of December 31, 2022 and 2021, the Company owed to its directors in the amount of $285,482 and $286,327, respectively.

The amounts are unsecured, non-interest bearing and repayable on demand.

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.

On May 18, 2022, the Company and 1800 Diagonal Lending LLC, (“1800”) entered into a Securities Purchase Agreement, whereby the Company issued a promissory note to 1800 (the “1800 Note”) in the original principal amount of $68,750.

The 1800 Note contains an original issue discount of $3,750 which will be reflected as a debt discount and amortized over the twelve months Note term.

The 1800 Note is convertible into shares of common stock of the Company at a price equal to 35% 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 1800 Note bears interest at 8% per annum and is due on May 18, 2023.

On August 4, 2022, the Company and 1800 Diagonal Lending LLC, (“1800”) entered into a Securities Purchase Agreement, whereby the Company issued a promissory note to 1800 (the “1800 Note”) in the original principal amount of $54,250.

The 1800 Note contains an original issue discount of $4,250 which will be reflected as a debt discount and amortized over the twelve months Note term.

The 1800 Note bears interest at 8% per annum and is due on August 4, 2023.

On September 2, 2022, the Company and 1800 Diagonal Lending LLC, (“1800”) entered into a Securities Purchase Agreement, whereby the Company issued a promissory note to 1800 (the “1800 Note”) in the original principal amount of $54,250.

The 1800 Note contains an original issue discount of $4,250 which will be reflected as a debt discount and amortized over the twelve months Note term.

The 1800 Note bears interest at 8% per annum and is due on September 2, 2023.

On September 20, 2022, the Company and 1800 Diagonal Lending LLC, (“1800”) entered into a Securities Purchase Agreement, whereby the Company issued a promissory note to 1800 (the “1800 Note”) in the original principal amount of $54,250.

The 1800 Note contains an original issue discount of $4,250 which will be reflected as a debt discount and amortized over the twelve months Note term.

The 1800 Note bears interest at 8% per annum and is due on September 20, 2023.

The terms of the 1800 Notes whereby conversion is only permissible after 180 days from the issue date and number of the shares held by the holder and its affiliates when converted, shall not to exceed 4.99% of issued and outstanding common stock of the Company.

During the year ended December 31, 2022, principal of $12,000 was converted to 1,518,987 shares of common stock with conversion price of $0.0079.

As of December 31, 2022, principal of $203,000 was not yet converted.

For the year ended December 31, 2022 and 2021, the amortization of discount was $6,652 and $1,556, respectively.

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Authorized shares

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

The Company was authorized to issue 175,000,000 shares of Class A 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.

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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, 2022 and 2021, 1 and 1 share of Class A preferred stock was issued and outstanding.

3 unchanged sentences

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 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.

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.

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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.

As of December 31, 2022 and 2021, 177,687,535 and 176,168,548 shares of common stock were issued and outstanding respectively.

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.

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 29, 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:

Years ended December 31,

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:

As of December 31, 2022 and 2021, 350,000 shares remain to be issued under the Plan respectively.

The Company mainly operates in Hong Kong and is subject to taxes in the governing jurisdictions in which it operates.

The effective tax rate in the period presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rate, as follows:

United States of America

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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, 2022, the operations in the United States of America incurred $4,760,456 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 Tax Reform Act also changed the rules on net operating loss carry forwards.

The 20-year limitation was eliminated, giving the taxpayer the ability to carry forward losses indefinitely.

The Company has provided for a full valuation allowance against the deferred tax assets of $999,696 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.

Under the current BVI law, the Company is not subject to tax on income.

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.

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:

NHCL is considered to be an exempted British Virgin Islands Company and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States.

NMAPL 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, 2022 and there was no provision for income tax.

As of December 31, 2022, the operation in Singapore incurred $3,287 of cumulative net operating losses which can be carried forward to offset future taxable income with no expiry.

The Company has provided for a full valuation allowance against the deferred tax assets of $559 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.

GL, BBL and JL are operating in Hong Kong and 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, 2022 and 2021 are as follows:

Years ended December 31,

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valuation allowance

( 1,013,406 )

( 1,055,378 )

Deferred tax assets, net

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Net loss attributable to common shareholders

$ ( 287,763 )

$ ( 4,148,947 )

Weighted average common shares outstanding – Basic and diluted

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RELATED PARTY TRANSACTIONS

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

From time to time, the directors 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, 2022 and 2021, 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 unaudited condensed 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 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.

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, 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.

This agreement was terminated on February 28, 2022 and simultaneously, on the same date, a Cooperation Agreement was signed between JJ Explorer and New Momentum Asia Pte., Ltd.

(“NMAPL”), a wholly owned subsidiary of the Company.

Whilst the role of JJ Explorer remained the same, NMAPL was responsible to develop global marketing and business operations of the platform.

The agreement provided for the sharing of the net earnings derived through the platform to be shared at 50% with JJ Explorer at the end of the term of the agreement in five (5) years.

The agreement, nevertheless was also terminated on October 31, 2022.

For the years ended December 31, 2022 and 2021, as the Company had not generated any earnings from the use of the web and mobile application platforms, and accordingly, there are no service charges and payables due to JJ Explorer.

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.

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(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.

For the years ended December 31, 2022, there is one single vendor who accounts for 96% of the Company’s cost of revenue totaling $891,421 with $14,285 accounts payable at December 31, 2022.

For the years 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.

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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.

The present global economic climate with rising global tensions, rising costs and fuel shortage which potentially could escalate and result in global inflation may also impact the Company’s business, financial condition, and results of operations.

(d) Exchange rate risk

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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