What changed in this filing

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Item 1. Business

2023-05-15 compared with 2011-12-23 · 89 added, 188 removed, 0 unchanged (100% of the section changed)

Business Development

Han Logistics, Inc., is a development-stage corporation that was organized under the laws of the State of Nevada on July 1, 1999.

Due to our lack of material assets or operations, we may be deemed to be a shell company as defined by Rule 144(i)(1) of the Securities and Exchange Commission.

We propose to commence operations in the rapidly growing logistical services industry by developing, marketing and delivering logistical analysis, problem-

solving and other logistics services to prospective business customers.

These potential customers include any company that utilizes systems and processes, such as customer service, purchasing, inventory control, transportation and warehousing, in the delivery of products and/or services to customers located anywhere in the world.

Amee Han Lombardi, our President/Secretary/Treasurer, was a 2004 graduate of the logistics program at the University of Nevada, Reno, who completed a successful internship at Mars, Inc.-Kal Kan, Reno, Nevada and for four years was project coordinator, acting warehouse manager, acting shipping manager, acting materials manager, and project manager at Sierra Design Group, Reno, Nevada.

Han Lombardi's strengths in the field of logistics include project management, software evaluation and report administration and her area of specialty is customer service-driven sales, she also has experience in warehousing, purchasing, manufacturing, and transportation.

Han Lombardi proposes to differentiate Han Logistics' proposed services from those of our competitors by (i) providing superior, state-of-the-art logistics services and solutions highly customized to suit the unique requirements of each customer's business and (ii) by emphasizing customer service as the focus of our business philosophy and marketing strategy.

Except for applicable tax laws, rules and regulations, we are not aware of any existing or probable governmental rules or regulations relating to our proposed business of developing, marketing and delivering logistical analysis, problem-solving and other logistics services to prospective business customers.

Business Description

Principal Products or Services and their Markets

The services that we propose to develop, market and deliver include logistical analysis, problem-solving and other logistics services.

In simplified terms, "logistics" involves ensuring that the right product (service), in the right quantity and condition, is delivered to the right customer, at the right place, time and cost.

Accordingly, while the one basic service that any logistics service provider provides is logistical analysis, there are infinite variations in the specific logistical analysis services provided to a customer depending upon many factors, including, among others, the nature and price(s) of the customer's product(s) and/or service(s), the volume of the customer's business and the number and location of the customer's customers.

The desired results of logistical analysis are, among others, an improvement in functioning, reduction in cost and other optimization of the customer's logistics systems, procedures and functions.

Since the cost of logistics accounts for such a large portion of any company's total operating budget, a small percentage savings can have great impact on Han Logistics' profitability.

Accordingly, many companies continuously monitor, evaluate and implement cost-saving logistical measures such as outsourcing to third party providers, or bringing in-house, various functions, including customer service, purchasing, inventory control, transportation and warehousing.

Because of our small size and limited resources, our executive officers, who are the only Company employee as of the date hereof, will initially focus their efforts on obtaining a small number of customers located in Reno, Nevada, northern Nevada and/or eastern California.

We will seek to provide these initial prospective customers with superior, state-of-the-art, highly customized services so as to obtain superior results and establish ongoing customer relationships.

We will seek to obtain referrals through word-of-mouth from these initial relationships and utilize our initial performance record in our marketing strategy to commence building a larger customer base.

Among the services that we propose to offer customers is (i) overall analysis of the customer's various logistical systems and functions, such as customer service, purchasing, inventory control, transportation and warehousing;

(ii) recommendations for and/or implementation of improvements, modifications, cost reductions and/or other efficiencies in the performance of various of these systems and functions;

(iii) recommendations for and/or implementation of outsourcing of functions to third parties where appropriate;

(iv) consulting;

and (v) specific problem-solving.

We will not, like some logistics firms, specialize in any one area of the logistics industry.

Rather, our executive officers and directors will seek to use their expertise and experience to make available to, and customize to the business and operations of, each customer all of the services aforementioned, including, but not limited to, overall analysis, recommendations, implementation and specific problem-solving.

We will charge each customer a fee for our services based upon, among other factors, the time necessitated in the performance of, and the difficulty of, the services.

Investors in our common stock will have no opportunity to evaluate, or have a voice in the determination of, the selection of customers or fees charged for our proposed services.

We intend, depending upon the success of our operations, to employ limited additional personnel with experience in the logistics business.

Our continuation in business and the employment of significant additional staff, will be dependent upon our achievement of significant profits from operations, and we can provide no assurances in

Eventually, assuming our initial success, management plans to expand the scope of Han Logistics' services.

In order to ensure the performance of high quality, state-of-the-art, customized services, we will endeavor to follow specific procedures ourselves, double-checking crucial steps and benchmarking our services with those of competitors.

Certain of the procedures that we intend to follow include:

(i) prompt response to customers during, and availability to customers for emergencies after, business hours;

(ii) provision of free, written estimates within approximately 72 hours;

(iii) commencement of work within seven days following the receipt of a signed contract;

(iv) completion of services undertaken without interruption;

(v) use of the highest quality products and materials available;

(vi) follow-up subsequent to the completion of each job to ensure customer satisfaction;

and (vii) guarantee of satisfaction of the services performed.

Additionally, we intend to evaluate and assess the nature, quality and timeliness of our services from time-to-time through surveys and other means in order to be responsive to changes in market conditions and customer demands and to be competitive with the services offered by competitors.

Management believes that the logistics services industry, which we have determined to enter, has expanded rapidly in the past several years and that growth is expected to continue at a strong pace for the foreseeable future.

This phenomenon presents an opportunity for a start-up company like us to enter the market.

We believe that we can address, with highly customized, state-of-the-art services and solutions, including overall analysis and specific problem-solving, the needs of customers who seek guidance and assistance in optimizing their logistical functions.

Additionally, we believe that we will be able to capitalize on the trend of companies to outsource less significant but vital functions and projects that they would not otherwise be able to implement.

Rather than operate within the parameters of existing logistics methodologies, we propose to apply our talents creatively in the use of every possible resource to bring a fresh perspective to the analysis of customers' logistical systems and procedures and customize recommendations for improvements and solutions to problems.

In this manner, we hope to achieve superior results and develop long lasting relationships with our customers.

We intend to price our proposed services competitively, using the knowledge that our target market of smaller companies considers price or value as the most important criterion in its selection of a logistics services provider.

Our future goal is not necessarily to be a logistics company large in size, but to be known for the performance of superior, highly customized services.

The one feature that we propose to distinguish our company from our competitors is customer service.

We intend that Han Logistics be organized so as to be customer service-driven.

In the future, we propose, assuming our initial success, to add personnel in the area of customer service and, if necessary, to cut expenses in other areas first.

We believe that the fact that we are a very small, owner-operated company may allow us the flexibility to be more service oriented than our larger, more structured competitors.

Our small size is expected to permit us to more quickly and effectively control and monitor the direction and effect of our decisions and actions.

We intend to stress customer service as our strength in our marketing campaign and literature and build and maintain our reputation based upon our goal of providing the best and most highly customized services in the marketplace.

Further, we intend to employ a great deal of flexibility, give employees a wide latitude and devote the necessary extra time and effort in the performance of logistical analysis, problem-solving and other logistics services so as to accommodate our customers' needs.

As reported by the Council of Logistics Management, over $800 billion is spent annually in the United States on logistics.

Also, according to the Council of Logistics Management, the amount spent on logistics worldwide is in excess of $1.4 trillion and will continue to increase as a result of the continued expansion of the "global marketplace." Further, the Council of Logistics Management reports that, because of the increasingly global marketplace, logistics-related expenditures worldwide have increased approximately 20% over the past decade and are expected to increase at this rate for the foreseeable future.

Sales of logistics services have been relatively steady for the past five years and are not subject to significant cyclical or seasonal variation.

In fact, effective logistics management becomes increasingly more important as the economy declines.

The most significant development in the marketplace, which is responsible for very strong growth in the logistics industry, is the ongoing trend by corporations to downsize and outsource logistics services such as customer service,

purchasing, inventory control, transportation and warehousing.

Much of the recent growth is the result of outsourcing of one or more of the foregoing services by companies that have not previously done so.

Accordingly, these companies have no existing relationship with a logistics service provider and start-up companies, such as Han Logistics, have the potential to obtain the business.

As a result, it is possible for new companies, including Han Logistics, entering the logistics services business to generate significant revenue from new customers without taking customers away from existing competitors.

Because of this phenomenon, we believe that growth in the logistics industry will continue unabated for the foreseeable future.

Another important trend is the increasing overseas market for logistics services resulting, principally, from the globalization of the operations of United States companies.

According to the Council of Logistics Management, United States logistics service providers providing logistics services to overseas companies are experiencing rapid growth rates, which are expected to continue in the future.

While there are obvious differences among logistics service providers with regard to features, pricing and other factors, the logistics services market, for the most part, remains free from segmentation.

That is, competitors are, generally speaking, all competing for the same customer and each logistics service provider seeks to provide, without significant differentiation or variation, the same general types of functions and services.

Despite the fact that companies offering logistics services market themselves based upon real and purported competitive differences, virtually all firms compete in the same marketplace for the same customers.

Our target market is, theoretically, any corporation or other entity involved in the universal thread or "pipeline" of planning and coordinating the manufacture, sale and/or delivery to customers anywhere in the world of products and/or services.

However, because of our small size and developmental stage, the companies initially targeted by us as candidates for our logistics services will satisfy the following criteria:

(i) gross revenues from $-0- (start-up companies) to $200 million;

(ii) two to 150 employees;

and (iii) operations in manufacturing, warehousing, distribution and/or retail and/or wholesale sales, including electronic commerce.

These companies are expected to be relatively new or growing firms and both privately- and publicly-held.

Further, our initial target market will be limited, generally, to companies located in the Reno, Nevada, metropolitan area, northern Nevada and/or eastern California.

Amee Han Lombardi, our executive officer and director, has lived and worked in the Reno, Nevada, area for the past approximately 12 years, and, accordingly, is familiar with the facilities and amenities in the surrounding area.

Long-term, management plans to expand Han Logistics' target market to include nationally and internationally-based companies.

Marketing Strategy.

Our prospective customers are expected to respond most favorably to a marketing campaign involving the steps described below.

Initially, we would provide a prospective customer with printed literature, such as a sales brochure, for review.

Next, we would contact the targeted company by telephone and, thereafter, make a personal presentation describing our proposed services in detail.

Finally, we would follow up our personal presentation with contact, by telephone, by mail, in person or otherwise, over a period of several weeks during which the prospective customer considers and/or discusses with others the decision whether to retain our services.

If our target company was a large corporation or business, which is not expected initially, we could expect to deal with the Vice President for logistics or the Controller as the primary decision-maker, whose support would be crucial to our employment.

However, we could not ignore department managers or others who might have influence over, or the ability to veto, the hiring decision.

Upon completion of the performance of services for any customer, we would follow up with surveys and otherwise take advantage of opportunities for feedback to ensure customer satisfaction.

We anticipate that our very limited finances and other resources may be a determinative factor in the decision of any prospective employee as to whether to become employed by Han Logistics.

We intend to rely upon the judgment and conclusions of Ms.

Amee Han Lombardi, our President/Secretary/Treasurer, based solely upon her knowledge and prior limited business experience, relative to Han Logistics' needs for marketing expertise, until the time, if ever, that we are successful in attracting and employing the per project marketing specialist initially proposed and/or other capable marketing and customer support personnel.

The fact that a corporation or other entity was affiliated with us or an equity interest in Han Logistics was owned by one or more of our executive officers, directors and/or controlling shareholders, would not disqualify the company from consideration as a potential customer.

We plan to use direct mail to reach potential customers.

We propose to target our mailings, including an information/sales brochure, a letter of introduction and a description of our proposed services customized for the

targeted customer's business, to manufacturing, warehousing, sales and customer service and distributions firms whose identities we expect to obtain from telephone directories, the chamber of commerce and others.

Distribution Methods of the Products or Services

not applicable.

Status of any Publicly Announced New Product or Service

not applicable.

Competitive Business Conditions and Smaller Reporting Company's Competitive Position in the Industry and Methods of Competition

We are expected to be an insignificant participant in the logistics services business for the foreseeable future.

Our competition consists of a myriad of companies currently engaged in the business of providing logistics services nationally and internationally.

All of these companies seek to satisfy the need for efficiencies and cost reductions in the product and/or service manufacturing, marketing and delivery processes and solutions to logistics complexities and difficulties created, in part, by the increasing globalization of commerce, including electronic commerce.

The primary factor considered by larger customers in selecting a logistics service provider is believed to be performance, as emphasized in the advertising, press releases and marketing efforts of most logistics service providers, especially the larger companies.

We believe that smaller companies consider price or value to be the most important competitive factor, with performance also being an important consideration.

Our target market will be the smaller companies.

Accordingly, we expect to compete on the basis of price (or the value to the customer of the services performed) and, to a lesser extent, on the basis of our reputation among customers as a quality provider of logistical analysis, problem-solving and support services and our locality of operation.

Competition in the logistics business is also limited by locality.

That is, despite globalization of commerce, customers remain reluctant to utilize the services of a logistics service provider based in a distant location and tend to prefer a provider whose business is specifically focused in the customer's region of operation.

We attribute this phenomenon to the dynamic nature of the customer's business, thus requiring expeditious solutions to rapidly changing needs.

This phenomenon also encourages us to believe that Han Logistics may be able fill a niche in northern Nevada and eastern California where it is believed that no one competitor dominates.

We base this claim upon the relative size of the logistics service providers operating in this area because most of these companies are privately-held and accurate information on their sales is unavailable.

In our Reno, Nevada, locality, our primary competitors are expected to be the logistics departments of our prospective customers themselves.

We believe, however, that we will be able to compete by capitalizing on the trend of companies to out-source less significant but vital functions and projects that they would not otherwise be able to implement.

Our indirect competitors are expected to be much larger, full- service logistics firms located outside northern Nevada, including, primarily, warehousing and distribution companies uninterested and unavailable for the smaller and short-term projects we may pursue.

However, these much larger, full-service logistics firms are prospective sources for customers to the extent that they out-source their overflow work.

A less important, but also critical, factor than location in the selection of a logistics service provider is the provider's specialty of function, if any.

When this factor is an important component in the customer's selection of a logistics service provider, the degree of competition varies widely depending of the area of specialization.

Overall, competition is most intense for the business of the larger manufacturing and distribution firms and less intense for smaller accounts that typically require a high degree of customization in the logistics services required.

Accordingly, in order to obtain customers, it is important for us to, (i) most importantly, price our services competitively, taking into consideration our small size, limited resources and developmental stage of operation;

(ii) secondarily, develop a record demonstrating satisfactory and, if possible, superior, performance at the earliest possible time;

and (iii) focus on customers whose operations are based in our own locality, i.e., Reno, Nevada, northern Nevada and/or eastern California.

In this latter regard, we intend to cultivate relationships in the Reno, Nevada, business community through the University of Nevada, Reno, logistics program and otherwise, so as to develop the local goodwill important to customers in their selection of a logistics service provider.

Many of the companies and other organizations with which we will be in competition are established and have far greater financial resources, substantially greater experience and larger staffs than we do.

Additionally, many of these organizations have proven operating histories, which we lack.

We expect to face strong competition from both the well-established companies and small independent companies like ourselves.

To the extent that we become dependent on one or a few clients, the termination of these relationships could adversely affect our ability to continue as a viable enterprise.

In addition, our proposed business may be subject to decline because of generally increasing costs and expenses of doing business, thus further increasing anticipated competition.

It is anticipated that there may be significant technological advances in the future and we may not have adequate creative management and resources to enable us to take advantage of these advances.

The effects of any of these technological advances on us, therefore, cannot be presently determined.

We believe, to the extent that we have funds available, that we will be capable of competing effectively with our competitors.

However, because of our minimal capital, even after the successful completion of our current stock offering, we expect to be at a competitive disadvantage in our endeavor to provide cost-effective logistical analysis services, achieve rapid problem-solving capability and provide in-depth solutions to logistics difficulties and complexities.

Further, we cannot assume that we will be successful in achieving profitable operations through our proposed business of providing logistics services and solutions.

Sources and Availability of Raw Materials and Names of Principal Suppliers

not applicable.

Dependence on One or a Few Major Customers

As of the filing date of this Report, we do not have any material sources of revenue.

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts, including Duration

not applicable.

Need for any Governmental Approval of Principal Products or Services

not applicable.

Effect of Existing or Probable Governmental Regulations on the Business

Smaller Reporting Company

We are subject to the reporting requirements of Section 13 of the Exchange Act, and we are subject to the disclosure requirements of Regulation S-K of the SEC, as a smaller reporting company. That designation will relieve us of some of the informational requirements of Regulation S-K.

Sarbanes/Oxley Act

We are also subject to the Sarbanes-Oxley Act of 2002.

The Sarbanes/Oxley Act created a strong and independent accounting oversight board to oversee the conduct of auditors of public companies and strengthens auditor independence.

It also requires steps to enhance the direct responsibility of senior members of management for financial reporting and for the quality of financial disclosures made by public companies;

establishes clear statutory rules to limit, and to expose to public view, possible conflicts of interest affecting securities analysts;

creates guidelines for audit committee members appointment, compensation and oversight of the work of public companies auditors;

management assessment of our internal controls;

prohibits certain insider trading during pension fund blackout periods;

requires companies and auditors to evaluate internal controls and procedures;

and establishes a federal crime of securities fraud, among other provisions.

Compliance with the requirements of the Sarbanes/Oxley Act will substantially increase our legal and accounting costs.

Securities Exchange Act of 1934, as amended (the Exchange Act) Reporting Requirements

Section 14(a) of the Exchange Act requires all companies with securities registered pursuant to Section 12(g) of the Exchange Act to comply with the rules and regulations of the SEC regarding proxy solicitations, as outlined in Regulation 14A.

Matters submitted to shareholders of the Company at a special or annual meeting thereof or pursuant to a written consent will require the Company to provide the Companys shareholders with the information outlined in Schedules 14A or 14C of Regulation 14;

preliminary copies of this information must be submitted to the SEC at least 10 days prior to the date that definitive copies of this information are forwarded to the Companys shareholders.

We are required to file annual reports on Form 10-K and quarterly reports on Form 10-Q with the Securities Exchange Commission on a regular basis, and are required to timely disclose certain material events (e.g., changes in corporate control;

acquisitions or dispositions of a significant amount of assets other than in the ordinary course of business;

and bankruptcy) in a Current Report on Form 8-K.

Research and Development Costs During the Last Two Fiscal Years

not applicable.

Cost and Effects of Compliance with Environmental Laws

not applicable.

Number of Total Employees and Number of Full Time Employees

Han Logistics has had no full-time employees since its organization.

Amee Han Lombardi, our executive officer and director, and Kathleen M.

Kennedy, a former executive officer and director, have served as the only part-time employees of Han Logistics since our inception.

Except for directors fees in the amount of $250 paid quarterly to each officer and director through September 30, 2001, and the payment of $24,000 in consulting fees to Ms.

Han, in 2007, no cash compensation has been awarded to, earned by or paid to either individual for all services rendered in all capacities to Han Logistics since our organization on July 1, 1999.

However, on July 1, 1999, we issued Ms.

Han Lombardi, our President, Secretary and Treasurer, 2,000,000 shares of common stock in consideration for the sum of $27,000 in cash ($.0135 per share).

We anticipate that, at such time, if ever, as our financial position permits, assuming that we are successful in raising additional funds through equity and/or debt financing and/or generating a sufficient level of revenue from operations, Ms.

Han Lombardi and any other executive officers and/or directors of Han Logistics will receive reasonable salaries and other appropriate compensation, such as bonuses, coverage under medical and/or life insurance benefits plans and participation in stock option and/or other profit sharing or pension plans, for services as our executive officers and may receive additional fees for their attendance at meetings of the Board of Directors.

Further, we may pay consulting fees to persons who perform services for us, although we have no present plans to do so.

Reports to Security Holders

Additional Information

You may read and copy any materials that we file with the SEC at the SECs Public Reference Room at 100 F Street, N.E., Washington, D.C.

You may also find all of the reports or registration statements that we have filed electronically with the SEC at its Internet site at www.sec.gov.

Please call the SEC at 1-202-551-8090 for further information on this or other Public Reference Rooms.

The Companys SEC Reports are also available from commercial document retrieval services, such as Corporation Service Company, whose telephone number is 1-800-222-2122.

Not required for Smaller Reporting Companies.

UNRESOLVED STAFF COMMENTS

Not required for Smaller Reporting Companies.

DESCRIPTION OF BUSINESS

Our Corporate History and Background

The Company was incorporated on July 1, 1999, under the laws of the State of Nevada, under the name “Han Logistics, Inc.” On August 6, 2015, the Company changed its name to “Eason Education Kingdom Holdings, Inc.” On June 18, 2020, the Company changed its name to New Momentum Corporation.

Amee Han Lombardi served as President, Secretary, Treasurer and a director from July 1, 1999 until her resignation on February 13, 2015.

Michael Vardakis served as a director from April 19, 2012 until his resignation on February 13, 2015.

On February 13, 2015, Kin Hon Chu was appointed a director, Law Wai Fan was appointed Chief Executive Officer, Cheng Kin Ning was appointed Chief Financial Officer, and Marie Huen Lai Chun was appointed Chief Operating Officer.

On April 27, 2020, Leung Tin Lung David acquired approximately 233,813,213, or approximately 75.2%, of the issued and outstanding shares of common stock of the Company on such date.

On May 27, 2020, Chu Kin Hon resigned a director;

Law Wai Fan resigned as Chief Executive Officer and President;

Cheng Kin Ning resigned as Chief Financial Officer, Secretary and Treasurer;

and Marie Huen Lai Chun resigned as Chief Operating Officer, of the Company.

Effective May 27, 2020, Leung Tin Lung David was appointed as President, Secretary, and Treasurer and a Director of the Company.

Leung is currently the sole director and officer of the Company .

Reverse Acquisition of Nemo Holding

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 offered, sold and issued 10,000,000 shares of common stock in consideration for all the issued and outstanding shares in Nemo Holding.

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

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.

Immediately prior to the closing of the transactions under the Share Exchange Agreement, Mr.

Leung was the holder of 233,813,213 shares of common stock, or 75.2%, of the issued and outstanding shares of common stock of the Company.

Giving effect to the closing of the transactions under the Share Exchange Agreement, Mr.

Leung acquired 6,000,000 shares of common stock of the Company, by virtue of his 60% beneficial ownership of Nemo Holding.

The remaining 28 common shareholders of Nemo Holding acquired 4,000,000 shares of common stock under the Share Exchange Agreement, by virtue of their aggregate of 40% beneficial ownership of Nemo Holding.

As a result of the share exchange, Nemo Holding became a wholly-owned subsidiary of the Company.

The share exchange transaction with Nemo Holding was treated as a reverse acquisition, with Nemo Holding as the acquiror and the Company as the acquired party.

Unless the context suggests otherwise, when we refer in this Form 10-K to business and financial information for periods prior to the consummation of the reverse acquisition, we are referring to the business and financial information of Nemo Holding.

As of April 14, 2023, there were 190,782,774 shares of the Registrant’s common stock, par value $0.001 per share, outstanding.

Leung is presently the beneficial holder of 69,113,213 shares of common stock, or 36.2%, of the issued and outstanding shares of common stock of Nemo Holding, making him the controlling stockholder of the Company.

Organization & Subsidiaries

Our corporate organization chart is below.

Overview of Nemo Holding

Our wholly owned subsidiary, Nemo Holding was incorporated on April 16, 2020, in the British Virgin Islands.

The business of Nemo Holding is now the principal business of the Company.

Nemo Holding has developed and operates an online ticketing platform named Gagfare.com, which provides a ticketing system for individuals and agencies to search, book and issue flight tickets and other services.

The Company also offers its services through its app, Gagfare.

Nemo Holding’s principal administrative offices are located at Room 150 Cecil Street #08-01 Singapore 069543, and our telephone number is +65 3105 1428.

Our website is www.gagfare.com.

Summary Financial Information

The tables and information below are derived from our audited financial statements as of December 31, 2022.

Financial Summary

Cash and Cash Equivalents

Total Liabilities

Total Stockholders’ Deficit

Nemo Holding Company Limited has developed and operates an online ticketing platform, named Gagfare.com, which provides a ticketing system for individuals and agencies to search, book and issue flight tickets and other services.

Being the pioneer to provide “book-now-pay-later” option for securing flight ticket reservations, Gagfare enables travelers to search flights directly with over 500 airlines globally, and securing a confirmed, impartial airfare on their desired flight, instantly.

With a unique and first time ever ‘book-now-pay-later’ solution provided by Gagfare, travelers can now pay only $2.00 to secure up to nine flight seats, well in advance in schedule, on their desired flight.

Travelers don’t have to pay the rest of the fare until closer to their travel date.

The business mission of Gagfare is to let customers to “get a good fare.” Gagfare taps into multiple global distribution systems specifically for flight reservations, enables customers to be able to search and book their flights directly in the airlines’ own reservation systems.

This gives travelers access to the best available promotional deals they may never encounter anywhere else online.

Gagfare ensures to offer the best available airfare, on any given travel day, on any given flight, on any of the world’s leading airlines.

Travelers are using many of the existing online travel booking sites are spending lots of time searching and comparing for flight ticket options, and being rushed to pay the full ticket price as early as the platforms want.

Often travelers may find out the selected flight fare options may no longer be available when they want to make the purchase.

Advance booking is not available in most online travel booking sites today.

With user-friendly web and mobile application interfaces, Gagfare enables instant access to hundreds of thousands of flights around the world.

Customers can also choose from their favorite airlines or search for alternate route options.

Travelers can book itineraries with multiple stops, and check for their bookings through the airline official booking web sites by using the Gagfare booking reference information.

Gagfare users just need to pay $2.00 through multiple popular online payment methods to secure the best seats on their best flight choice instantly.

A reminder will be sent through email to the customer when it is time to pay the flight ticket fare and issue the flight ticket.

In the future, Gagfare will also tap into the booking of travel packages, cruises, trains and buses tickets, hotels, theme parks, sports and event tickets as well, giving a one-stop travel and entertainment booking center for the consumers worldwide.

Revenue and User Model

Gagfare plans that its revenue will be derived from online flight ticket booking and ticket issuance.

For each advance booking that a user makes through the Gagfare’s state of the art book-now-pay-later solution, a non-refundable $2.00 booking fee is paid to Gagfare.

The booking fee will not apply to the flight ticket payment at ticket issuance.

When user has decided to issue the booked flight plan, full payment for the tickets will be made for ticket issuance.

Gagfare may still get a market ticket price margin from the ticket issuance transactions, depending on the type of ticket offering from the ticket source which the user has chosen.

Gagfare will also provide advertising spots on the web and mobile application platforms, for travel related businesses to advertise on the platforms, which will bring a stream of advertising income to the platform.

While the technology already developed and operational, Gagfare will later expand into the other ticketing markets, include travel packages, cruises, trains and buses, hotel rooms, theme parks, sports and even tickets, apply similar search, book and buy ticket business model and mechanisms which is already applied to flight tickets.

Intellectual Property

We rely on a combination of trademark laws, trade secrets, confidentiality provisions and other contractual provisions to protect our proprietary rights, which are primarily our brand names, product designs and marks.

We do not own any patents.

Pursuant to a Cooperation Agreement, dated February 1, 2016, by and between Gagfare Limited, a Hong Kong corporation and wholly owned subsidiary of the Company, and JJ Explorer Tours Limited, a Hong Kong corporation (“JJ Explorer”), controlled by Leung Tin Lung David, JJ Explorer develops and maintains website and mobile application platforms the Company uses in the operation of its business in exchange for 50% of the net earnings the Company earns through its Gagfare website and mobile application platforms for a term of five years.

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

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.

Government Regulation and Approvals

We are not aware of any governmental regulations or approvals required for any of our services or products.

We do not believe that we are subject to any government regulations relating to the ownership and licensing of our intellectual property.

As of the date hereof, we have 1 non-employee officer, Leung Tin Lung David, who operates our company.

The Company also uses 19 independent contractor consultants and advisors in connection with its operations.

Description of Properties

Our executive offices are located at 150 Cecil Street #08-01 Singapore 069543 and our telephone number is +65 3105 1428.

We do not own any real estate or other physical properties.

Bankruptcy or Similar Proceedings

We have never been subject to bankruptcy, receivership or any similar proceeding.

As a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.

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/A

Item 1. Business