What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-04-18 compared with 2022-04-18 · 35 added, 69 removed, 214 unchanged (33% of the section changed)

12 unchanged sentences

Our President, who acts as both our principal executive officer and principal financial officer, performed an evaluation of our internal control over financial reporting under the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on the results of this assessment, our management conclude that our internal control over financial reporting was not effective as of December 31, 2021, based on such criteria.

Based on the results of this assessment, our management concluded that our internal control over financial reporting was not effective as of December 31, 2022, based on such criteria.

Deficiencies existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

34 unchanged sentences

Additionally, 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.

The Series A Preference Stock is convertible to common stock on the basis of 1 Preference Stock to 1 fully paid and non-assessable common stock and are to be treated equally, identically and ratably on a per share basis with respect to any dividends or distributions of the Company.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

36 unchanged sentences

Significant Employees and Consultants

As of December 31, 2021, the Company has no significant employees.

The Company is managed by Leung Tin Lung David, our sole director and officer.

We have no significant employees other than our officers and directors.

Audit Committee and Conflicts of Interest

Since we do not have an audit, compensation or governance and nominating committees comprised of independent directors, the functions that would have been performed by such committees are performed by our directors.

Since we do not have an audit, compensation or governance and nominating committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors.

The Board of Directors has not established an audit committee and does not have an audit committee financial expert, nor has the Board of Directors established a nominating committee.

2 unchanged sentences

Family Relationships

There are no family relationships among our directors or officers.

Leung Yin Yu Janice, one of the officer is the daughter of our director – Leung Tin Lung David.

Other than as described above, we are not aware of any other conflicts of interest with any of our executive officers or directors.

7 unchanged sentences

Employment Agreements

We have no employment agreements with any of our directors.

The remuneration package of our directors pursuant to the employment agreements signed in 2021 is deferred indefinitely with only minimal sums being due to comply with the regulations of Hong Kong.

Indemnification Agreements

5 unchanged sentences

Lung David (1)

Appointed Chief Executive Officer and President on February 13, 2015;

resigned from all such positions on May 27, 2020.

Appointed Chief Financial Officer, Secretary and Treasurer on February 13, 2015;

resigned from all such positions on May 27, 2020.

Appointed Chief Operating Officer on February 13, 2015;

resigned from such position on May 27, 2020.

Appointed President, Secretary, Treasurer and director on May 27, 2020.

Employment Contracts, Termination of Employment, Change-in-Control Arrangements

The Company has no employment agreements with its officers or any significant employee and did not enter into any employment contracts, termination of employment, or change-in-control arrangements during the year ended December 31, 2021.

The Company has deferred the commencement if the employment agreements of 2021 with its director and a shareholder and did not enter into any new employment contracts, termination of employment, or change-in-control arrangements during the year ended December 31, 2022.

Option Exercises and Fiscal Year-End Option Value Table.

6 unchanged sentences

Option Awards

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Equity Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned Options (#)

Option Exercise Price ($)

Number of Shares or Units of Stock That Have Not Vested (#)

Market Value of Shares or Units of Stock That Have Not Vested ($)

Equity Incentive Plan Awards:

Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)

Equity Incentive Plan Awards:

Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)

Law Wai Fan (1)

Cheng Kin Ning (2)

Marie Huen Lai Chun (3)

Chu Kin Hon (4)

Unexercisable

Equity Incentive

Unexercised Unearned

Option Exercise

Number of Shares

or Units of Stock

That Have Not

Market Value of

Shares or Units of

Stock That Have

Not Vested ($)

Equity Incentive

Unearned Shares,

Units or Other

Rights That Have

Not Vested (#)

Equity Incentive

Market or Payout

Value of Unearned

Shares, Units or

Other Rights That

Have Not Vested ($)

Leung Tin Lung David

_____________

Appointed Chief Executive Officer on February 13, 2015;

resigned from such position on May 27, 2020.

Appointed Chief Financial Officer on February 13, 2015;

resigned from such position on May 27, 2020.

Appointed Chief Operating Officer on February 13, 2015;

resigned from such position on May 27, 2020.

Appointed a director on February 13, 2015;

resigned from such position on May 27, 2020.

Appointed President, Secretary, Treasurer and director on May 27, 2020.

DIRECTOR COMPENSATION

8 unchanged sentences

Appointed President, Secretary, Treasurer and director on May 27, 2020.

We currently do not pay any compensation to our directors for serving on our board of directors.

Narrative to Director Compensation Table

3 unchanged sentences

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table lists, as of March 31, 2022, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock;

The following table lists, as of April 14, 2023, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock;

(ii) each officer and director of our Company;

5 unchanged sentences

Except as noted below, each person has sole voting and investment power.

The percentages below are calculated based on 176,168,548 shares of our common stock issued and outstanding as March 31, 2022.

The percentages below are calculated based on 190,782,774 shares of our common stock issued and outstanding as April 14, 2023.

We do not have any outstanding warrant, options or other securities exercisable for or convertible into shares of our common stock.

11 unchanged sentences

______________

Calculated based on 176,168,548 shares of common stock issued and outstanding on March 31, 2022.

Calculated based on 190,782,774 shares of common stock issued and outstanding on April 14, 2023.

Unless otherwise specified, the address of each of the persons set forth below is in care of the Company, at the address of:

6 unchanged sentences

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, 2022 and 2021, the Company did not record the service charges and paid to JJ Explorer.

For the years ended December 31, 2022 and 2021, the Company paid the salary of $5,363 and $10,785 to the director for his service.

4 unchanged sentences

Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.

Our board of directors has not separately designated and no standing committees.

Our board of directors has not separately designated and standing committees.

Accordingly, the duties customarily performed by an audit committee, compensation committee, and governance and nominating committee are performed by our board of directors.

PRINCIPAL ACCOUNTING FEES AND SERVICES

On March 14, 2022, the Company received notice dated March 11, 2022, from Total Asia Associates Plt.

(“TAA”), that TAA resigned as the independent registered public accounting firm of the Company.

Concurrently, on March 14, 2022, the Company resolved to engage the independent registered public accounting firm of J&S Associate (“JS”), the Company’s new independent registered public accountants, which appointment J&S Associates has accepted with the dismissal of TAA.

TAA audited our financial statements for the fiscal year ended December 31, 2020.

JS audited our financial statements for the fiscal year ended December 31, 2021.

All audit work was performed by the full time employees of TAA and JS for the above mentioned fiscal years.

Our board of directors does not have an audit committee.

The functions customarily delegated to an audit committee are performed by our full board of directors.

Our board of directors approves in advance, all services performed by TAA and JS, but have not adopted pre-approval policies or procedures.

Our board of directors has considered whether the provision of non-audit services is compatible with maintaining the principal accountant’s independence, and has approved such services.

The following table sets forth fees billed by our auditors during the last two fiscal years for services rendered for the audit of our annual financial statements and the review of our quarterly financial statements, services by our auditors that are reasonably related to the performance of the audit or review of our financial statements and that are not reported as audit fees, services rendered in connection with tax compliance, tax advice and tax planning, and all other fees for services rendered.

The following table shows the fees paid or accrued by us for the audit and other services provided for the fiscal periods shown.

TOTAL ASIA ASSOCIATES PLT:

Audit Related Fees

All Other Fees

J&S ASSOCIATE:

Audit Related Fees

All Other Fees

The 2020 fees billed by our predecessor independent accountants, TAA.

Consists of fees billed for the audit of our annual financial statements, review of our Form 10-K, review of our interim financial statements included in our Form 10-Q and services that are normally provided by the accountant in connection with year-end statutory and regulatory filings or engagements.

Audit-related fees.

Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees”, review of our Forms 8-K filings and services that are normally provided by the accountant in connection with non-year-end statutory and regulatory filings or engagements.

Consists of professional services rendered by a company aligned with our principal accountant for tax compliance, tax advice and tax planning.

The services provided by our accountants within this category consisted of advice and other services relating to SEC matters, registration statement review, accounting issues and client conferences.

For the years ended December 31, 2022 and 2021, the total fees charged to the Company for audit services, including quarterly reviews were $37,000 and $35,000, for audit-related services were $7,000 and $0 and for tax services and other services were $0 and $0, respectively.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULE

17 unchanged sentences

Inline XBRL Taxonomy Extension Label Linkbase Document*

Inline XBRL Taxonomy Extension Presentation Linkbase Document*

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*

Inline XBRL Taxonomy Extension Presentation Linkbase

_____________

21 unchanged sentences

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 9A. Controls and Procedures