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Item 8. Financial Statements and Supplementary Data

2023-05-15 compared with 2011-12-23 · 504 added, 336 removed, 22 unchanged (97% of the section changed)

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Han Logistics, Inc.

[A Development Stage Company]

Financial Statements and Report of Independent Registered

as of December 31, 2010 and 2009

and for the years ended December 31, 2010 and 2009

and for the Period from Inception(July 1, 1999) through

December 31, 2010

Han Logistics, Inc.

[A Development Stage Company]

Report of Independent Registered Public Accounting Firm 16

Balance Sheets-December 31, 2010 and 2009 17

Statements of Operations for the years ended December 31, 2010

and 2009, and for the period from Inception [July 1, 1999] through

December 31, 2010 18

Statements of Stockholders' Equity / (Deficit) for the period from Inception

[July 1, 1999] through December 31, 2010 19

Statements of Cash Flows for the years ended December 31, 2010 and 2009,

and for the period from Inception [July 1, 1999] through December 31, 2010 20

Notes to Financial Statements 21 - 29

FINANCIAL STATEMENTS

New Momentum Corporation

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

Consolidated Balance Sheets as of December 31, 2022 and 2021

Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2022 and 2021

Consolidated Statements of Cash Flows for the years ended December 31, 2022 and 2021

Consolidated Statements of Shareholders’ Deficit for the years ended December 31, 2022 and 2021

Notes to Consolidated Financial Statements

J&S ASSOCIATE PLT

202206000037 (LLP0033395-LCA) & AF002380

(Registered with PCAOB and MIA)

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

To the Board of Directors and Shareholders

Han Logistics, Inc.

[a development stage company]

We have audited the accompanying balance sheets of Han Logistics, Inc.

[a development stage company] as of December 31, 2010 and 2009, and the related statements of operations, stockholders' deficit, and cash flows for the years ended December 31, 2010 and 2009, and for the period from inception [July 1, 1999] through December 31, 2010.

The Board of Director and Shareholders of

NEW MOMENTUM CORPORATION

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of New Momentum Corporation and its subsidiaries (the ‘Company’) as of December 31, 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 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 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 these uncertainties.

Basis for Opinion

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

Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Oversight Board (United States).

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.

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

Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting.

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 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.

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.

An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.

An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

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

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Han Logistics, Inc.

[a development stage company] as of December 31, 2010 and 2009, and the results of its operations and cash flows for the years ended December 31, 2010 and 2009, and for the period from inception [July 1, 1999] through December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that Han Logistics, Inc.

will continue as a going concern.

As discussed in Note 3 to the financial statements, the Company has accumulated losses from operations and has the need to raise additional financing in order to satisfy its vendors and other creditors and execute its business plan which raises substantial doubt about its ability to continue as a going concern.

Managements plans in regard to these matters are also described in Note 3.

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

/s/Mantyla McReynolds

Mantyla McReynolds

Salt Lake City, Utah

March 31, 2011

HAN LOGISTICS, INC.

[A DEVELOPMENT STAGE COMPANY]

BALANCE SHEETS

December 31, 2010 and 2009

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 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.

Kuala Lumpur, Malaysia

NEW MOMENTUM CORPORATION

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2022 AND 2021

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

As of December 31,

Current assets:

Cash and cash equivalents

Accounts receivable

Deposits, prepayments and other receivables

Total current assets

PROPERTY, PLANT AND EQUIPMENT, net

LIABILITIES AND STOCKHOLDERS' DEFICIT

Non-current asset:

Right-of-use assets

LIABILTIES AND SHAREHOLDERS’ DEFICIT

Current liabilities:

Accounts payable

Accounts payable-Related party

Accrued interest

Accrued interest - Related Parties

Notes payable

Notes payable - Related parties

Accrued liabilities and other payables

Amounts due to directors

Lease liabilities

Convertible promissory note

Total current liabilities

STOCKHOLDERS' DEFICIT:

Preferred stock, $0.001 par value;

TOTAL LIABILITIES

Commitments and contingencies

SHAREHOLDERS’DEFICIT

Preferred stock, Class A, $ 0.001 par value;

175,000,000 shares authorized;

no shares outstanding

Capital stock, $0.001 par value;

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

Common stock, $ 0.001 par value;

500,000,000 shares authorized;

2,073,700 shares issued and outstanding

at December 31, 2009 and 2008, 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

Deficit accumulated during the development stage

Total Stockholders' Deficit

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

The accompanying notes are an integral part of these financial statements.

HAN LOGISTICS, INC.

[A DEVELOPMENT STAGE COMPANY]

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009 AND FOR THE PERIOD

FROM INCEPTION (JULY 1, 1999) TO DECEMBER 31, 2010

(July 1, 1999) to

Revenues - Related Party

TOTAL REVENUES

Accumulated other comprehensive income (losses)

Accumulated deficit

( 5,031,461 )

( 4,842,608 )

Shareholders’ deficit

TOTAL LIABILITIES AND SHAREHOLDERS’DEFICIT

See accompanying notes to consolidated financial statements.

NEW MOMENTUM CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

(Currency expressed in United States Dollars (“US$”))

Years ended December 31,

Cost of revenue

( 1,287,084 )

Operating expenses:

General and administrative expenses

Legal and professional fee

Total operating expenses

NET OPERATING LOSS

Loss from operations

Other income (expense):

Government subsidy

Foreign exchange gain

Interest income

Interest expense

Interest expense - Related Party

TOTAL OTHER INCOME/(EXPENSE)

EARNINGS (LOSS) PER SHARE

WEIGHTED AVERAGE SHARES OUTSTANDING BASIC AND DILUTED

The accompanying notes are an integral part of these financial statements.

HAN LOGISTICS, INC.

[A DEVELOPMENT STAGE COMPANY]

STATEMENTS OF STOCKHOLDERS' EQUITY/(DEFICIT)

FOR THE PERIOD FROM INCEPTION (JULY 1, 1999) TO DECEMBER 31, 2010

Capital Stock

Stockholders'

Balance, July 1, 1999

Issued stock for cash at inception

Net loss for the Period Ended December 31, 1999

Balance, December 31, 1999

Net loss for the Year Ended December 31, 2000

Balance, December 31, 2000

Net loss for the Year Ended December 31, 2001

Balance, December 31, 2001

Net loss for the Year Ended December 31, 2002

Balance, December 31, 2002

Net loss for the Year Ended December 31, 2003

Balance, December 31, 2003

Net loss for the Year Ended December 31, 2004

BALANCE, December 31, 2004

Common stock issued for cash

Stock Issuance Costs

Cost of beneficial conversion feature

Net loss for the year ended December 31, 2005

BALANCE, December 31, 2005

Common stock issued for cash

Net loss for the year ended December 31, 2006

BALANCE, December 31, 2006

Cost of beneficial conversion feature

Net loss for the year ended December 31, 2007

BALANCE, December 31, 2007

Net loss for the year ended December 31, 2008

BALANCE, December 31, 2008

Net loss for the year ended December 31, 2009

BALANCE, December 31, 2009

Net loss for the year ended December 31, 2010

BALANCE, December 31, 2010

The accompanying notes are an integral part of these financial statements.

HAN LOGISTICS, INC.

[A DEVELOPMENT STAGE COMPANY]

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009 AND FOR THE

PERIOD FROM INCEPTION (JULY 1, 1999) TO DECEMBER 31, 2010

(July 1, 1999) to

Total other income

LOSS BEFORE INCOME TAXES

Income tax expense

Other comprehensive income:

Foreign currency translation adjustments

COMPREHENSIVE LOSS

$ ( 188,349 )

$ ( 287,151 )

Net loss per share

Basic and diluted

Weighted average shares outstanding

Basic and diluted

See accompanying notes to consolidated financial statements.

NEW MOMENTUM CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

(Currency expressed in United States Dollars (“US$”))

Years ended December 31,

Cash flows from operating activities:

Net (Loss) from operations

Adjustments to reconcile net loss to net cash used

in operating activities:

Amortization of interest on beneficial conversion

Changes in assets and liabilities:

Increase in accounts payable

Increase (decrease) in accrued expenses

Net cash provided by operating activities

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of property, plant and equipment

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

Increase (decrease) in notes payable

Increase (decrease) in notes payable - Related party

Net proceeds from issuance of common stock

Net cash provided by financing activities

Net Increase (decrease) in cash

CASH AT BEGINNING PERIOD

CASH AT END OF PERIOD

SUPPLEMENTAL CASH FLOW INFORMATION:

Cash paid for income taxes

Cash paid for interest expense

The accompanying notes are an integral part of these financial statements.

HAN LOGISTICS, INC.

[A DEVELOPMENT STAGE COMPANY]

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2010 AND 2009

NOTE 1 Organization, History and Business Activity

Han Logistics, Inc.

(Company) was founded July 1, 1999 and was organized to engage in the business of development, marketing and delivering of logistical analysis, problem solving and other logistics services and general business services.

The Company was incorporated under the laws of the State of Nevada.

The Company is considered to be in the development stage as defined in Accounting Standards Codification (ASC) Topic 915.

It has yet to commence full-scale operations and it continues to develop its planned principal operations.

NOTE 2 - Significant Accounting Policies

This summary of significant accounting policies of Han Logistics, Inc.

(the Company) is presented to assist in understanding the Companys financial statements.

The financial statements and notes are representations of the Companys management, which is responsible for their integrity and objectivity.

These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

Concentration of Risk

The Company places its cash and temporary cash investments with established financial institutions.

$ ( 188,853 )

$ ( 287,763 )

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

Amortization of convertible note discount

Depreciation of right-of-use assets

Stock-based compensation for services

Non-cash lease expense

Non-cash financing cost

Change in operating assets and liabilities:

Accounts receivable

Trade receivables are recognized and carried at the original invoice amount less allowance for any un-collectible amounts.

An estimate for doubtful accounts is made when collection of the full amount is no longer probable.

Bad debts are written off as incurred.

There were no bad debts for the period ended December 31, 2010.

Deposits, prepayments and other receivables

Accounts payable

Accrued liabilities and other payables

Net cash used in operating activities

Cash flows from 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

Net change in cash and cash equivalents

BEGINNING OF YEAR

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Cash paid for tax

Cash paid for interest

See accompanying notes to consolidated financial statements.

NEW MOMENTUM CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

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

Preferred Stock Class A

Additional paid

Accumulated other comprehensive

Total shareholders’

Balance as at January 1, 2021

$ ( 4,554,845 )

$ ( 160,860 )

Shares issued for service rendered

Conversion of common stock to preferred stock

( 169,000,000 )

Shares issued to convert the bond

Foreign currency translation adjustment

Net loss for the year

Balance as at December 31, 2021

$ ( 4,842,608 )

$ ( 308,099 )

Balance as at January 1, 2022

$ ( 4,842,608 )

$ ( 308,099 )

Shares issued on convertible notes

Foreign currency translation adjustment

Net loss for the year

Balance as at December 31, 2022

$ ( 5,031,461 )

$ ( 484,448 )

See accompanying notes to consolidated financial statements.

NEW MOMENTUM CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

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

DESCRIPTION OF BUSINESS AND ORGANIZATION

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

The Company through its subsidiaries, mainly operates a smartphone application to provide 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.

On July 6, 2020, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”), by and among the Company, Nemo Holding Company Limited, a British Virgin Islands corporation (“Nemo Holding”), and the holders of common shares of Nemo Holding.

The holders of the common stock of Nemo Holding consisted of 29 stockholders.

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

Leung Tin Lung David, the Company’s sole officer and director, 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.

Both the Company and Nemo Holding are controlled by the same management team.

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

Because the Company is a shell company, Nemo Holding 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 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

Principal activities

Particulars of registered/

paid up share

Effective interest

NEMO Holding Company Limited

British Virgin Islands

Investment holding

10,000 ordinary shares at par value of US$1

Gagfare Limited

Travel agency

500,000 ordinary shares for HK$500,000

Beyond Blue Limited

Event organizer

1 ordinary share for HK$1

New Momentum Asia Pte.

Investment holding

1 ordinary share of SGD 1

JPOPCOIN Limited

Administrative service

5 ordinary shares for HK$5

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 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 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 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.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Basis presentation

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

Use of estimates and assumptions

In preparing these consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the years reported.

Actual results may differ from these estimates.

Basis of consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiaries.

All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

Cash and cash equivalents

The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.

Fair Value of Financial Instruments

Effective January 1, 2008, the Company adopted FASB ASC 820, Fair Value Measurements and Disclosures, Pre Codification SFAS No.

157, Fair Value Measurements, which provides a framework for measuring fair value under GAAP.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

The standard also expands disclosures about instruments measured at fair value and establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The standard describes three levels of inputs that may be used to measure fair value:

Level 1 Quoted prices for identical assets and liabilities in active markets;

Level 2 Quoted prices for similar assets and liabilities in active markets;

quoted prices for identical or similar assets and liabilities in markets that are not active;

and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets;

Level 3 Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

HAN LOGISTICS, INC.

[A DEVELOPMENT STAGE COMPANY]

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2010 AND 2009

Fair Value of Financial Instruments (continued)

The Company designates cash equivalents (consisting of money market funds) and investments in securities of publicly traded companies as Level 1.

The total amount of the Companys investment classified as Level 3 is de minimis.

The fair value of the Companys debt as of December 31, 2010 and 2009, approximated fair value at those times.

Fair value of financial instruments:

The carrying amounts of financial instruments, including cash and cash equivalents, short-term investments, accounts payable, accrued expenses and notes payables approximated fair value as of December 31, 2010 and 2009 because of the relative short term nature of these instruments.

At December 31, 2010 and 2009, the fair value of the Companys debt approximates carrying value.

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

Accounts receivable

Accounts receivable are recorded at the invoiced amount and do not bear interest, 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 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.

The Company will consider the allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments.

For the receivables that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court of law.

Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

The Company does not have any off-balance-sheet credit exposure related to its customers.

As of December 31, 2022 and 2021, there was no allowance for doubtful accounts.

Revenue recognition

The Company recognizes revenue, when it is realized and earned.

Specifically, the Company recognizes revenue when services are performed and projects are completed and accepted by the customer.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

Management makes these estimates using the best information available at the time the estimates are made;

however actual results could differ materially from those estimates.

HAN LOGISTICS, INC.

[A DEVELOPMENT STAGE COMPANY]

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2010 AND 2009

The Company accounts for income taxes under an asset and liability approach.

This process involves calculating the temporary and permanent differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

The temporary differences result in deferred tax assets and liabilities, which would be recorded on the Companys balance sheets in accordance with ASC 740, which established financial accounting and reporting standards for the effect of income taxes.

The Company must assess the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent the Company believes that recovery is not likely, the Company must establish a valuation allowance.

Changes in the Companys valuation allowance in a period are recorded through the income tax provision on the consolidated statements of operations.

We classify interest and penalties arising from the underpayment of income taxes in the statement of income under general and administrative expenses.

As of December 31, 2010, we had no accrued interest or penalties related to uncertain tax positions.

The tax years 2009 and 2008 federal return remains open to examination.

Loss Per Share

The Company is required to provide basic and dilutive earnings (loss) per common share information.

The basic net loss per common share is computed by dividing the net loss applicable to common stockholders by the weighted average number of common shares outstanding.

Diluted net loss per common share is computed by dividing the net loss applicable to common stockholders, adjusted on an "as if converted" basis, by the weighted average number of common shares outstanding plus potential dilutive securities.

For the period ended December 31, 2010, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share.

Total potentially dilutive securities as of December 31, 2010 approximate 546,870 shares.

HAN LOGISTICS, INC.

[A DEVELOPMENT STAGE COMPANY]

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2010 AND 2009

Recent Accounting Pronouncements

In April 2010, FASB issued ASU No.

2010-17, Milestone Method of Revenue Recognition (ASU 2010-17), which provides guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research or development transactions.

Research or development arrangements frequently include payment provisions whereby a portion or all of the consideration is contingent upon milestone events such as successful completion of phases in a study or achieving a specific result from the research or development efforts.

The amendments in this ASU provide guidance on the criteria that should be met for determining whether the milestone method of revenue recognition is appropriate.

ASU 2010-17 is effective for fiscal years and interim periods within those years beginning on or after June 15, 2010, with early adoption permitted.

This ASU is effective for the Company on January 1, 2011.

The Company is currently evaluating the impact, if any, ASU 2010-17 will have on its results of operations, financial position or liquidity.

In August 2010, the FASB issued ASU 2010-22, Accounting for Various TopicsTechnical Corrections to SEC Paragraphs .

This update amends some of the SEC material in the ASC based on the June 2009 publication of Staff Accounting Bulletin (SAB) No.

112, which amended Topic 2, Topic 5, and Topic 6 in the SECs Staff Accounting Bulletin series.

SAB 112 was issued to bring the SECs staff interpretative guidance into alignment with the changes in U.S.

GAAP made in SFAS No.

141(R), Business Combinations (FASB ASC Topic 805), and SFAS No.

160, Noncontrolling Interests in Consolidated Financial Statementsan amendment of ARB No.

51 (FASB ASC Topic 810).

ASU 2010-22 is effective upon issuance.

We adopted this update on its effective date.

The update had no effect on our consolidated financial position, results of operations or cash flows.

HAN LOGISTICS, INC.

[A DEVELOPMENT STAGE COMPANY]

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2010 AND 2009

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.

Revenue is recognized when performance obligations are satisfied and the customer obtains control of promised goods or services.

The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for goods or services.

Under the standard, a contract’s transaction price is allocated to each distinct performance obligation.

To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps:

identify the contract with a customer;

identify the performance obligations in the contract;

determine the transaction price;

allocate the transaction price to performance obligations in the contract;

recognize revenue as the performance obligation is satisfied.

The Company records its revenue from booking income upon the ticket booking service is rendered to travelers.

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

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.

Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.

The tax benefits recognized in the consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.

Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards.

The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

Uncertain tax positions

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC 740 provisions of Section 740-10-25 for the years ended December 31, 2022 and 2021.

Foreign currencies translation

Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchange rates prevailing at the dates of the transaction.

Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency using the applicable exchange rates at the balance sheet dates.

The resulting exchange differences are recorded in the consolidated statement of operations.

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

In addition, the Company 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.

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

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

Translation of amounts from HKD and SGD into US$ have been made at the following exchange rates for the years ended December 31, 2022 and 2021:

December 31, 2022

December 31, 2021

Year-end HKD:US$ exchange rate

Average HKD:US$ exchange rate

Year-end SGD:US$ exchange rate

Average SGD:US$ exchange rate

Comprehensive income

ASC Topic 220, “ Comprehensive Income ”, establishes standards for reporting and display of comprehensive income, its components and accumulated balances.

Comprehensive income as defined includes all changes in equity during a period from non-owner sources.

Accumulated other comprehensive income, as presented in the accompanying consolidated statements of changes in shareholders’ equity, consists of changes in unrealized gains and losses on foreign currency translation.

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

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

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

Share-based compensation

The Company follows ASC 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all share-based payment awards, including restricted stock units, based on estimated grant date fair values.

Restricted stock units are valued using the market price of the Company’s common shares on the date of grant.

The Company records compensation expense, net of estimated forfeitures, over the requisite service period.

Related parties

The Company follows the ASC 850-10, Related Party for the identification of related parties and disclosure of related party transactions.

Pursuant to section 850-10-20 the related parties include a) affiliates of the Company;

b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity;

c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management;

d) principal owners of the Company;

e) management of the Company;

f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests;

and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business.

However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements.

The disclosures shall include:

a) the nature of the relationship(s) involved;

b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements;

c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period;

and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Commitments and contingencies

The Company follows the ASC 450-20, Commitments to report accounting for contingencies.

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur.

The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment.

In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements.

If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.

Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows.

However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

Fair value of financial instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and has adopted paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments.

Paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements.

To increase consistency and comparability in fair value measurements and related disclosures, paragraph 820-10-35-37 of the FASB Accounting Standards Codification establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.

The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:

Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Pricing inputs that are generally observable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.

If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, accounts receivable, deposits, prepayment and other receivables, amount due from a director and operating lease right-of-use assets, approximate their fair values because of the short maturity of these instruments.

Recent accounting pronouncements

Other recent accounting pronouncements issued by the FASB, the American Institute of Certified Public Accountants ("AICPA"), and the SEC did not or are not believed by management to have a material impact on the Company's present financial statements.

Reclassifications

Certain amounts have been reclassified and represented to conform to the current financial statement presentation.

NOTE 3 Financial Condition and Going Concern

The Companys financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

The Company incurred a net loss of $60,722 (from operations) for the period ended December 31, 2010.

It also sustained operating losses in prior years as well.

These factors raise substantial doubt as to its ability to obtain debt and/or equity financing and achieve profitable operations.

Management intends to raise additional operating funds through equity and/or debt offerings.

However, there can be no assurance management will be successful in its endeavors.

Ultimately, the Company will need to achieve profitable operations in order to continue as a going concern.

There are no assurances that Han Logistics, Inc.

will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations;

or (2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support its working capital requirements.

To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital.

No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to Han Logistics, Inc.

If adequate working capital is not available Han Logistics, Inc.

may be required to curtail its operations.

HAN LOGISTICS, INC.

[A DEVELOPMENT STAGE COMPANY]

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2010 AND 2009

NOTE 4 Income Taxes

We have no unrecognized tax benefit, which would affect the effective tax rate if recognized.

There has been no significant change in the unrecognized tax benefit during the year ended December 31, 2010.

Deferred taxes are provided on an asset and liability approach whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences.

Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

The components of deferred income tax assets (liabilities) at December 31, 2010, were as follows:

Federal loss carryforward (expires through 2030)

From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date.

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

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 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.

As of December 31, 2022 and 2021, accrued interest amounted to $ 7,314 and $ 0 , respectively.

SHAREHOLDERS’ DEFICIT

Preferred Stock

Authorized shares

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.

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

equity interest and earnings per share.

Issued and outstanding shares

As of December 31, 2022 and 2021, 1 and 1 share of Class A preferred stock was issued and outstanding.

Authorized shares

The Company was authorized to issue 500,000,000 shares of common stock at par value of $ 0.001 .

Issued and outstanding shares

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

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

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

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

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

As of December 31, 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 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, 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

NNAX is registered in the State of Nevada and is subject to US federal corporate income tax.

Tax Cuts and Jobs Act (the “Tax Reform Act”) was signed into law.

The Tax Reform Act significantly revised the U.S.

corporate income tax regime by, among other things, lowering the U.S.

corporate tax rate from 35 % to 21 % effective January 1, 2018.

The Company’s policy is to recognize accrued interest and penalties related to unrecognized tax benefits in its income tax provision.

The Company has not accrued or paid interest or penalties which were not material to its results of operations for the periods presented.

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 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.

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,

Loss before income taxes

Statutory income tax rate

Income tax expense at statutory rate

Tax effect of non-taxable items

Net operating loss

Income tax expense

The following table sets forth the significant components of the deferred tax assets of the Company as of December 31, 2022 and 2021:

As of December 31,

Deferred tax assets:

Net operating loss carryforwards

- United States

valuation allowance

Deferred tax asset

A reconciliation between expected and actual tax liability is presented below.

Expected Provision (Benefit)

Increase in valuation allowance

Total Actual Provision

HAN LOGISTICS, INC.

[A DEVELOPMENT STAGE COMPANY]

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2010 AND 2009

NOTE 4 Income Taxes-Continued

At December 31, 2010, Han Logistics, Inc.

has an a net operating loss carry forward for Federal income tax purposes totaling approximately $421,737 which, if not utilized, will expire in the year 2030.

During 2010, the valuation allowance increased by $20,645 from $129,986 as of December 31, 2010.

The following table summarizes the Companys net operating loss carry forwards:

NOTE 5 - Common Stock

On July 1, 1999, the Board of Directors authorized a stock issuance totaling 2,000,000 shares of common stock to an officer of the Company for cash consideration of $27,000, or $0.0135 per share.

The Company had authorized a stock issuance of a minimum of 50,000 to a maximum of 250,000 shares of its common stock at $1.00 per share.

The offering was to be filed under the Securities Act of 1933 or an exemption under the Act.

During 2005, the Company issued 53,500 shares of common stock under this offering.

Against the proceeds of the offering, $20,398 of stock issuance costs was offset against additional paid-in capital.

During 2006, the Company issued 20,200 shares of common stock under this offering for gross proceeds of $20,200.

During 2010, the Company increased the number of authorized $0.001 par value common stock from 50,000,000 to 500,000,000.

During 2010, the Company authorized a new class of preferred stock.

175,000,000 preferred shares were authorized with a $0,001 par value.

The Board of Directors may determine the powers, preferences and rights of any series preferred shares.

HAN LOGISTICS, INC.

[A DEVELOPMENT STAGE COMPANY]

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2010 AND 2009

NOTE 6 - Related Party Transactions

The Company currently utilizes office space on a rent-free basis from a shareholder, and shall do so until substantial revenue-producing operations commence.

Management deemed the rent-free space to be of nominal value.

Shareholders and other related parties had loaned $13,787 to the Company from inception through December 31, 2004.

Shareholders and other related parties loaned $23,800 to the Company during 2005, which is convertible to common stock at a rate of $0.10 per share.

The effect of conversion on the loss per share calculation would be anti-dilutive, as the Company incurred losses in each of the periods presented in the financial statements.

Shareholders and other related parties loaned $17,100 to the Company during 2007, which is convertible to common stock at a rate of $0.10 per share.

The effect of conversion on the loss per share calculation would be anti-dilutive, as the Company incurred losses in each of the periods presented in the financial statements.

Additionally, the Company recorded an interest expense of $17,100 for the conversion feature of the loans made during 2007.

Shareholders and other related parties loaned $8,700 and $2,500 during 2008 and 2007, respectively, to the Company.

These loans are demand notes and carry interest rates of from 9 to 24% per annum.

Shareholders and other related parties loaned $8,917 during 2009 to the Company.

These loans are demand notes and carry an interest rate of 9-18% per annum.

Shareholders and other related parties loaned $5,000 during 2010 to the Company.

These loans are demand notes and carry an interest rate of 18% per annum.

The Company incurred $9,105 and $8,329 in interest expense to related parties as of December 31, 2010 and 2009, respectively.

As of December 31, 2010, the Company has an accrued interest liability of $40,682 on related party loans.

HAN LOGISTICS, INC.

[A DEVELOPMENT STAGE COMPANY]

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2010 AND 2009

NOTE 7 Note Payable

During 2008, an individual loaned $9,700 to the Company.

The note is a demand note and carries an interest rate of 9%.

The note is unsecured.

During 2010, an individual loaned $7,300 to the Company.

The note is a demand note and carries an interest rate of 9%.

The note is unsecured.

The Company has accrued $2,704 of interest on the above two notes at 2010.

NOTE 8 - Concentrations

For the year ended December 31, 2009, one customer represented approximately 100% or $376 of total revenues and 100% of accounts receivable.

Prior to the Company earning revenues from this customer, the Company's President was married to an officer of the customer.

If these customers decrease or terminate their business with the Company, the impact may have adverse effects on the Company's operations and financial condition.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

not applicable.

( 1,045,150 )

( 1,013,406 )

Deferred tax assets, net

NET LOSS PER SHARE

Basic net loss per share is computed using the weighted average number of common shares outstanding during the year.

The dilutive effect of potential common shares outstanding is included in diluted net loss per share.

The following table sets forth the computation of basic and diluted net loss per share for the years ended December 31, 2022 and 2021:

Years ended December 31,

Net loss attributable to common shareholders

$ ( 188,853 )

$ ( 287,763 )

Weighted average common shares outstanding – Basic and diluted

Net loss per share – Basic and diluted

PENSION COSTS

The Company is required to make contribution to their employees under a government-mandated defined contribution pension scheme for its eligible full-times employees in Hong Kong.

The Company is required to contribute a specified percentage of the participants’ relevant income based on their ages and wages level.

During the years ended December 31, 2022 and 2021, $ 766 and $ 1,283 contributions were made accordingly.

RELATED PARTY TRANSACTIONS

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 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.

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.

CONCENTRATIONS OF RISK

The Company is exposed to the following concentrations of risk:

(a) Major customers

For the year ended December 31, 2022, there is one single customer who accounts for 93 % of the Company’s revenue totaling $ 864,799 with $ 0 accounts receivable at December 31, 2022.

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

(b) Major vendors

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.

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

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

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

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

therefore there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of HKD and SGD converted to US$ on that date.

The exchange rate could fluctuate depending on changes in political and economic environments without notice.

COMMITMENTS AND CONTINGENCIES

As of December 31, 2022 and 2021, the Company has no material commitments or contingencies.

SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “ Subsequent Events ”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2022, up through the date the Company issued the audited consolidated financial statements.

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

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE

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

What changed 10-K/A

Item 8. Financial Statements and Supplementary Data