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Item 9A. Controls and Procedures

2023-05-15 compared with 2011-12-23 · 229 added, 246 removed, 20 unchanged (96% of the section changed)

CONTROLS AND PROCEDURES

The Companys management, with the participation of our principal executive and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report.

Based on that evaluation and our conclusions with respect to the effectiveness of the Companys internal control over financial reporting as discussed below, our President and Treasurer concluded that our disclosure controls and procedures as of the end of the period covered by the Annual Report were not effective such that the information required to be disclosed by the Company in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms and (ii) accumulated and communicated to our management, including our President and Treasurer, as appropriate to allow timely decisions regarding disclosure

Evaluation of Disclosure Controls and Procedures

Our management, with the participation and supervision of our President, who acts as both our principal executive office and principal financial officer, is responsible for our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified under SEC rules and forms.

Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Our management, including the President, carried out an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2022.

Based on this evaluation, our management concluded that as of December 31, 2022 these disclosure controls and procedures were not effective at the reasonable assurance level.

As discussed below, our internal control over financial reporting is an integral part of our disclosure controls and procedures.

Management’s Annual Report on Internal Control over Financial Reporting

The Companys management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).

The Companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

The Companys management, with the participation of the President and Treasurer, evaluated the effectiveness of the Companys internal control over financial reporting as of December 31, 2010.

In making this assessment, the Companys management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control Integrated Framework.

Based on this evaluation, our management, with the participation of the President and Vice President, concluded that, as of December 31, 2010, our internal control over financial reporting was not effective due to certain material weaknesses identified during our evaluation.

These material weaknesses relate to:

The lack of sufficient knowledge and expertise among management and our Board of Directors regarding the application of GAAP and SEC requirements;

Segregation of duties, in that we had only one person performing all accounting-related duties.

We believe that both of these material weaknesses existed at December 31, 2010.

This Annual Report does not include an attestation report of the Companys registered public accounting firm regarding internal control over financial reporting.

Managements report was not subject to attestation by the Companys registered public accounting firm pursuant to rules of the Security and Exchange Commission that permit the Company to provide only managements report in this Annual Report.

Changes in Internal Control Over Financial Reporting

There have been no changes in internal control over financial reporting during the fourth quarter of our 2010 fiscal year.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).

Internal control over financial reporting is a process, including policies and procedures, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S.

generally accepted accounting principles.

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

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

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

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were:

(i) lack of a majority of independent members and a lack of a majority of outside directors on our Board, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures;

and (ii) inadequate segregation of duties consistent with control objectives.

Management believes that the lack of a majority of outside directors on our Board results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

Auditor’s Report on Internal Control over Financial Reporting

This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this Annual Report.

Changes in Internal Controls over Financial Reporting

In connection with our continued monitoring and maintenance of our controls procedures as part of the implementation of Section 404 of the Sarbanes-Oxley Act, we continue to review, test, and improve the effectiveness of our internal controls.

There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter and since the year ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitation on the Effectiveness of Internal Controls

The effectiveness of any system of internal control over financial reporting is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely.

Accordingly, any system of internal control over financial reporting can only provide reasonable, not absolute, assurances.

In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot assure that such improvements will be sufficient to provide us with effective internal control over financial reporting.

OTHER INFORMATION

On March 11, 2021, the Company designated a class of preferred stock titled, Series A Preferred Stock, with a par value of $0.001 per share, and consisting of one share.

The Series A preferred carries voting rights equal to 110% of the total voting rights of the outstanding common stock and voting power of the Company, and has the right to appoint one director of the Company.

Additionally, the one share of Series A Preferred Stock contains protective provisions, which precludes the Company from taking the certain actions without the approval of the holder of the share of Series A Preferred Stock.

More specifically, so long as any shares of Series A Preferred Stock are outstanding, the Company shall not, without first obtaining the approval (by vote or written consent, as provided by law) of the holders of at least a majority of the then outstanding shares of Series A Preferred Stock, voting as a separate class:

amend the Articles of Incorporation or, unless approved by the Board of Directors, including by the Series A Director, amend the Company’s Bylaws;

change or modify the rights, preferences or other terms of the Series A Preferred Stock, or increase or decrease the number of authorized shares of Series A Preferred Stock;

reclassify or recapitalize any outstanding equity securities, or, unless approved by the Board of Directors, including by the Series A Director, authorize or issue, or undertake an obligation to authorize or issue, any equity securities or any debt securities convertible into or exercisable for any equity securities (other than the issuance of stock-options or securities under any employee option or benefit plan);

authorize or effect any transaction constituting a “Deemed Liquidation” under the Articles, or any other merger or consolidation of the Company;

increase or decrease the size of the Board of Directors as provided in the Bylaws of the Company or remove the Series A Director (unless approved by the Board of Directors, including the Series A Director);

declare or pay any dividends or make any other distribution with respect to any class or series of capital stock (unless approved by the Board of Directors, including the Series A Director);

redeem, repurchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any outstanding shares of capital stock (other than the repurchase of shares of Common Stock from employees, consultants or other service providers pursuant to agreements approved by the Board of Directors under which the Company has the option to repurchase such shares at no greater than original cost upon the occurrence of certain events, such as the termination of employment) (unless approved by the Board of Directors, including the Series A Director);

create or amend any stock option plan of the Company, if any (other than amendments that do not require approval of the stockholders under the terms of the plan or applicable law) or approve any new equity incentive plan;

replace the President and/or Chief Executive Officer of the Company (unless approved by the Board of Directors, including the Series A Director);

transfer assets to any subsidiary or other affiliated entity (unless approved by the Board of Directors, including the Series A Director);

issue, or cause any subsidiary of the Company to issue, any indebtedness or debt security, other than trade accounts payable and/or letters of credit, performance bonds or other similar credit support incurred in the ordinary course of business, or amend, renew, increase or otherwise alter in any material respect the terms of any indebtedness previously approved or required to be approved by the holders of the Series A Preferred Stock (unless approved by the Board of Directors, including the Series A Director);

modify or change the nature of the Company’s business;

acquire, or cause a Subsidiary of the Company to acquire, in any transaction or series of related transactions, the stock or any material assets of another person, or enter into any joint venture with any other person (unless approved by the Board of Directors, including the Series A Director);

sell, transfer, license, lease or otherwise dispose of, in any transaction or series of related transactions, any material assets of the Company or any Subsidiary outside the ordinary course of business (unless approved by the Board of Directors, including the Series A Director).

Additionally, as long as any shares of Series A Preferred Stock remain outstanding, the holders of a majority of the shares of Series A Preferred Stock represented at a duly called special or annual meeting of such stockholders or by an action by written consent for that purpose shall be entitled to elect a special director to the board of directors.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Identification of Directors and Executive Officers

The following table sets forth the names of all current directors and executive officers of the Company.

These persons will serve until the next annual meeting of the stockholders or until their successors are elected or appointed and qualified, or their prior resignation or termination.

Positions Held

Date of Election or Designation

Date of Termination or Resignation

Amee Han Lombardi

Michael Vardakis

* These persons presently serve in the capacities indicated.

Background and Business Experience

Amee Han Lombardi, age 41, has served as the President, the Treasurer and a director of Han Logistics since its inception on July 1, 1999.

She is currently our President/Secretary/Treasurer and a director.

From July 2000 to May 2004, she was employed by Sierra Design Group, a gaming engineering firm based in Reno, Nevada, as a project coordinator, acting warehouse manager, acting shipping manager, acting materials manager, and project manager.

Han Lombardi graduated from the University of Nevada, Reno, Nevada, majoring in logistics management, in December 2004.

She completed a logistics internship with Mars, Inc.

- Kal Kan, Reno, Nevada, during which she researched and analyzed the optimal utilization of logistics technicians;

wrote ISO-9000 compliant procedures manuals for several positions;

developed applied software capable of consolidating technician duties and reduced man hours;

and made software revisions, situationally adapted software, revised key personnel duties and made various other recommendations.

She was employed, from June 1997 through June 1999, by United Blood Services, Reno, Nevada, as a Senior Donor Care Specialist, with responsibility for the determination of donor eligibility based upon Federal guidelines;

the administration of post-donation care;

and the leadership of a special projects team engaged in maximizing efficiency and scope in the utilization of resources.

From October 1992 through March 1997, Ms.

Han Lombardi was employed in the position of Senior Customer Service Agent by the Eldorado Hotel and Casino, Reno, Nevada.

In this position, she was responsible for customer service and development and the training of all departmental new hires.

She was employed, from April 1991 through May 1992, by Sheraton Worldwide Reservations, Austin, Texas, as a Reservations Agent with responsibility for a database of over 500 properties.

Han Lombardi attended the University of Texas, Austin, Texas, from September 1987 through May 1992.

Michael Vardakis, age 46, has served as director of our Company since January, 2005.

Vardakis also served as President and Treasurer of Syntony Group, Inc.

from March 20, 2003, to June, 2006.

Vardakis has served as the Secretary and a director since August 9, 2001, and Treasurer since August 28, 2001, of Asyst Corporation, a publicly-held company and a "reporting issuer" under the Exchange Act, until his resignation from all of these positions in February, 2004.

Vardakis is also presently serving as the President and a director of Gulf & Orient Steamship Company, Ltd., a reporting publicly-held company, since March 6, 2003.

Since 1991, he has been employed as a salesman, and served as the Secretary, for AAA Jewelry & Loan, Inc.

("AAA Jewelry & Loan"), of Salt Lake City, Utah, a closely-held pawn brokerage business managed and co-owned by Terry S.

Pantelakis, Mr.

Vardakis' father-in- law.

Since 1994, Mr.

Vardakis has served as an executive officer, a director and a controlling

shareholder of Michael Angelo Jewelers, Inc.

("Michael Angelo Jewelers"), Salt Lake City, Utah, a closely-held retail jewelry business that he founded together with Angelo Vardakis, his brother.

He has been a manager and a 50% owner of M.N.V.

Holdings, LLC, Salt Lake City, Utah, a real estate holding company;

from July, 1997 until April, 2002, Mr.

Vardakis served as President and a director of Pawnbrokers Exchange, Inc., a "reporting issuer" under the Exchange Act, until 2001;

and since November, 1997, Mr.

Vardakis has been a manager and a member of M.H.A., LLC, Salt Lake City, Utah, a closely-held investment company co-owned together with his brother, Angelo Vardakis, among others.

Since June 1996, Mr.

Vardakis has served as a director and a controlling shareholder of TMV Holdings, Inc.

("TMV Holdings"), Sparks, Nevada, privately-held investment company that he co-owns with Vincent Lombardi.

He has also been a manager and a member of two Salt Lake City, Utah, real estate holding companies, V Financial, LLC, and BNO, LLC, since December 1999 and January 1997, respectively.

He attended the University of Utah, Salt Lake City, Utah, from 1983 through 1984.

Significant Employees

The Company has no employees who are not executive officers, but who are expected to make a significant contribution to the Companys business.

Family Relationships

There are no family relationships between our officers and directors.

Involvement in Other Public Companies

Michael Vardakis is a director and the President of Gulf & Orient Steamship Company, Ltd., an issuer whose securities are registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

The following table sets forth the names and ages of our current directors and executive officers, the principal offices and positions held by each person, and the year such director or officer commenced serving in such capacity:

Leung Tin Lung David

Director, President, Secretary and Treasurer

Leung Tin Lung David

Director, President, Secretary and Treasurer

Leung, age 60, has served as our President, Secretary, Treasurer and sole Director since May 27, 2020.

Leung is a long-term veteran in the travel industry, with many years of experience working with government and travel trade partners.

He is the founder and has been the Managing Director of JJ Explorer Tour Limited, a position he has held since 2007.

From 2011 until 2017, Mr.

Leung was the Marketing Representative of Philippine Department of Tourism, Hong Kong and Macau.

Leung graduated from the University of Minnesota in 1984.

Leung’s background in the travel industry led to our conclusion that he should serve as a director in light of our business and structure.

Director Qualifications

We believe that our directors should have the highest professional and personal ethics and values, consistent with our values and standards.

They should have broad experience at the policy-making level in business or banking.

They should be committed to enhancing stockholder value and should have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience.

Their service on other boards of public companies should be limited to a number that permits them, given their individual circumstances, to perform responsibly all director duties for us.

Each director must represent the interests of all stockholders.

When considering potential director candidates, the Board also considers the candidate’s character, judgment, diversity, age and skills, including financial literacy and experience in the context of our needs and the needs of the Board.

Term of Office

All directors hold office until the next annual meeting of the stockholders of the Company and until their successors have been duly elected and qualified.

The Company’s Bylaws provide that the Board of Directors will consist of no less than one member.

Officers are elected by and serve at the discretion of the Board of Directors.

Director Independence

Our board of directors is currently composed of one member, who does not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market.

The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us.

In addition, our board of directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules.

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

Involvement in Certain Legal Proceedings

During the past ten years, no present or former director, executive officer or person nominated to become a director or an executive officer of ours:

(1) A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

(2) Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3) Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

(i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

(ii) Engaging in any type of business practice;

(iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

(4) Such person was the subject of any order, judgment or decree, not subsequently reversed,

suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;

(5) Such person was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

(6) Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

(7) Such person was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

(i) Any Federal or State securities or commodities law or regulation;

(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order;

(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

(8) Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C.

78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C.

1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Promoters and control person.

See the heading Transactions with Related Persons below.

Compliance With Section 16(a) of the Exchange Act

Our shares of common stock are registered under the Exchange Act, and therefore our officers, directors and holders of more than 10% of our outstanding shares are subject to the provisions of Section 16(a) which requires them to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and our other equity securities.

Officers, directors and greater than 10% beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file.

Based solely upon our review during the fiscal year ended December 31, 2010, there were no reports required to be filed.

To our knowledge, our directors and executive officers have not been involved in any of the following events during the past ten years:

Any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities;

Being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

Being subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

Being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Significant Employees and Consultants

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

Audit Committee and Conflicts of Interest

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

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

The Board is of the opinion that such committees are not necessary since the Company is an early stage company and has only one director, and to date, such director has been performing the functions of such committees.

Thus, there is a potential conflict of interest in that our sole director and officer has the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions.

Family Relationships

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

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

Stockholder Communications With the Board Of Directors

We have not implemented a formal policy or procedure by which our stockholders can communicate directly with our Board of Directors.

Nevertheless, every effort has been made to ensure that the views of stockholders are heard by the Board of Directors or individual directors, as applicable, and that appropriate responses are provided to stockholders in a timely manner.

We believe that we are responsive to stockholder communications, and therefore have not considered it necessary to adopt a formal process for stockholder communications with our Board.

During the upcoming year, our Board will continue to monitor whether it would be appropriate to adopt such a process.

Code of Ethics

The Company adopted a Code of Conduct for our principal executive and financial officers.

The Companys Code of Conduct was filed as an exhibit to its Annual Report on Form 10-KSB for the calendar year ended December 31, 2005.

Corporate Governance

Nominating Committee

The Company has not established a Nominating Committee because, due to its lack of significant operations and the fact that the Company only has two directors and executive officers, it believes that it is able to effectively manage the issues normally considered by a Nominating Committee.

If the Company does establish a Nominating

Committee in the future, it will disclose this change to its procedures in recommending nominees to its board of directors.

Audit Committee

The Company has not established an Audit Committee because, due to its lack of significant operations and the fact that the Company only has two directors and executive officers, it believes that it is able to effectively manage the issues normally considered by an Audit Committee.

The Company has adopted a code of ethics that applies to its principal executive officers, principal financial officer, principal accounting officer or controller, and persons performing similar functions.

Employment Agreements

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

Indemnification Agreements

We have no indemnification agreements with our officers, directors or any other person.

EXECUTIVE COMPENSATION

The following table sets forth the aggregate compensation paid by the Company for services rendered during the periods indicated:

The following tables set forth certain information about compensation paid, earned or accrued for services by our President and all other executive officers (collectively, the “Named Executive Officers”) in the fiscal years ended December 31, 2022 and 2021:

SUMMARY COMPENSATION TABLE

Name and Principal Position

The table below summarizes all compensation awarded to, earned by, or paid to our officers for all services rendered in all capacities to us for the fiscal periods indicated.

Lung David (1)

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

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

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

Option Exercises and Fiscal Year-End Option Value Table.

There were no stock options exercised by the named executive officers as of the end of the fiscal period ended December 31, 2022.

Long-Term Incentive Plans and Awards

There were no awards made to a named executive officer, under any long-term incentive plan, as of the end of the fiscal period ended December 31, 2022.

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

STOCK OPTION GRANTS

The following table sets forth stock option grants and compensation or the fiscal year ended December 31, 2022:

Option Awards

Non-Equity Incentive Plan Compensation

Nonqualified Deferred Compensation

All Other Compensation

Amee Han Lombardi President, Secretary, Treasurer, Director

Michael Vardakis Director

Outstanding Equity Awards

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

Unexercisable

Equity Incentive

Unexercised Unearned

Option Exercise

Number of Shares

or Units of Stock

That Have Not

Market Value of

Shares or Units of

Stock That Have

Not Vested ($)

Equity Incentive

Unearned Shares,

Units or Other

Rights That Have

Not Vested (#)

Equity Incentive

Market or Payout

Value of Unearned

Shares, Units or

Other Rights That

Have Not Vested ($)

Leung Tin Lung David

_____________

Option Awards Stock Awards

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities underlying Unexercised Options (#) Unexercisable

Equity Incentive Plan Awards Number of Securities Underlying Unexercised Unearned Options (#)

Option Exercise Price

Option Expiration Date

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

Market Value of Shares or Units of Stock That Have Not Vested

Equity Incentive Plan Awards:

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

Equity Incentive Plan Awards:

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

Amee Han Lombardi

Michael Vardakis

Compensation of Directors

Appointed a director on February 13, 2015;

resigned from such position on May 27, 2020.

DIRECTOR COMPENSATION

The following table sets forth director compensation or the fiscal year ended December 31, 2022:

Fees Earned or Paid in Cash

Stock Awards ($)

Option Awards

2 unchanged sentences

All Other Compensation

Amee Han Lombardi

Michael Vardakis

Leung Tin Lung David (1)

______________

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

Narrative to Director Compensation Table

The following is a narrative discussion of the material information that we believe is necessary to understand the information disclosed in the previous table.

Leung Tin Leung David receives no compensation solely in his capacity as a director of the Company.

All travel and lodging expenses associated with corporate matters are reimbursed by us, if and when incurred.

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

Security Ownership of Certain Beneficial Owners

The following tables set forth the share holdings of those persons who were principal shareholders of the Companys common stock as of the dated of this Report.

Ownership of Principal Shareholders

Title Of Class

Name and Address of Beneficial Owner

Amount and Nature of Beneficial Owner

Percent of Class

Amee Han Lombardi

2,000,000 - Direct

Security Ownership of Management

The following table sets forth the share holdings of the Companys directors and executive officers as of December 31, 2010:

Ownership of Officers and Directors

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

(ii) each officer and director of our Company;

and (iii) all officers and directors as a group.

Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission.

Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security.

The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days.

Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest.

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

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

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

Title of Class

Name and Address of Beneficial Owner

Amount and Nature of Beneficial Owner

Percent of Class

Amee Han Lombardi

2,000,000 - Direct

Michael Vardakis

Changes in Control

There are no additional present arrangements or pledges of the Companys securities which may result in a change in control of the Company.

Securities Authorized for Issuance under Equity Compensation Plans

Plan Category

Number of Securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans excluding securities reflected in column (a)

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Transactions with Related Persons

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

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

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 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.

Except for those transactions noted above, there were no material transactions, or series of similar transactions, during our last two fiscal years, or any currently proposed transactions, or series of similar transactions, to which we or any of our subsidiaries was or is to be a party, in which the amount involved exceeded the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years and in which any director, executive officer or any security holder who is known to us to own of record or beneficially more than 5% of any class of our common stock, or any member of the immediate family of any of the foregoing persons, had an interest.

Promoters and Certain Control Persons

See the heading Transactions with Related Persons above.

Parents of the Smaller Reporting Company

Amee Han Lombardi may be deemed to be a parent of the issuer due to her ownership of approximately 96.4% of its issued and outstanding shares.

Name and Address of

Beneficial Owner (2)

Beneficial Ownership

Leung Tin Lung David (3)

Preferred Stock, Class A

Leung Tin Lung David

Chak Wan Ling Margaret

Leung Yin Yu Janice

Leung Suk Mun

All directors and executive officers as a group (1 person)

______________

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

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

Room 1303, 13/F, Technology Plaza, 651 King’s Road, North Point, Hong Kong.

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

CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Related Party Transactions

Except as described below, during the past fiscal year, there have been no transactions, whether directly or indirectly, between us and any of our respective officers, directors, beneficial owners of more than 5.0% of our outstanding common stock or their family members, that exceeded the lesser of $0.12 million or 1.0% of the average of our total assets at year-end for the last completed fiscal year.

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.

For the years ended December 31, 2022 and 2021, the Company did not record the service charges and paid to JJ Explorer.

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

Director Independence

The Company does not have any independent directors serving on its board of directors.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following is a summary of the fees billed to the Company by its principal accountants during the fiscal years ended December 31, 2010 and 2009:

Audit-related Fees

All Other Fees

Audit Fees - Consists of fees for professional services rendered by our principal accountants for the audit of the Companys annual financial statements and review of the financial statements included in the Companys Forms 10-Q or services that are normally provided by our principal accountants in connection with statutory and regulatory filings or engagements.

Audit-related Fees - Consists of fees for assurance and related services by our principal accountants that are reasonably related to the performance of the audit or review of the Companys financial statements and are not reported under Audit fees.

Tax Fees - Consists of fees for professional services rendered by our principal accountants for tax compliance, tax advice and tax planning.

All Other Fees - Consists of fees for products and services provided by our principal accountants, other than the services reported under Audit fees, Audit-related fees, and Tax fees above.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

The Company has not adopted an Audit Committee, therefore, there is no Audit Committee policy in this regard.

However, the Company does not require approval in advance of the performance of professional services to be provided to the Company by its principal accountant.

Additionally, all services rendered by our principal accountant are performed pursuant to a written engagement letter between us and the principal accountant.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(1)(2) Financial Statements.

See the audited financial statements for the year ended December 31, 2010 contained in Item 8 above which are incorporated herein by this reference.

(a)(3) Exhibits.

The following exhibits are filed as part of this Annual Report:

3.1 Articles of Incorporation, filed July 1, 1999**

3.2 Amended and Restated Articles of Incorporation, filed December 9, 2010***

Promissory Note dated March 30, 2005

Promissory Note dated June 1, 2005

Promissory Note dated July 31, 2005

Promissory Note dated August 22, 2005

Promissory Note dated September 25, 2005

Promissory Note dated January 31, 2007

Promissory Note dated February 2, 2007

Promissory Note dated April 5, 2007

Promissory Note dated May 11, 2007

Promissory Note dated December 18, 2007

Promissory Note dated March 12, 2008

Promissory Note dated July 15, 2008

Promissory Note dated November 10, 2008

Promissory Note dated February 27, 2009

Promissory Note dated March 18, 2009

Promissory Note dated May 18, 2009

Promissory Note dated September 30, 2009

Promissory Note dated February 23, 2010

Our board of directors is currently composed of one member, who does not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market.

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

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

PRINCIPAL ACCOUNTING FEES AND SERVICES

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

EXHIBITS AND FINANCIAL STATEMENT SCHEDULE

(a) The following Exhibits, as required by Item 601 of Regulation SK, are attached or incorporated by reference, as stated below.

Share Exchange Agreement, dated July 6, 2020, by and among the New Momentum Corporation, Nemo Holding Corp., a British Virgin Islands corporation (“Nemo Holding”), and the holders of common shares of Nemo Holding (5)

Articles of Incorporation, dated July 1, 1999 (1)

Amended and Restated Articles of Incorporation, dated December 9, 2010 (2)

Certificate of Correction, dated April 1, 2011*

Certificate of Amendment to Articles of Incorporation, dated June 18, 2020 (5)

Certificate of Designation for Series A Preferred Stock, dated March 11, 2021*

10% Convertible Note, dated October 27, 2020 (6)

Code of Ethics (4)

31 Certification of Amee Han Lombardi, the Companys President, Secretary/Treasurer, pursuant to section 302 of the Sarbanes-Oxley Act of 2002

32 Certification of Amee Han Lombardi pursuant to section 906 of the Sarbanes-Oxley Act of 2002

*Incorporated herein by reference.

**Attached as an exhibit to our SB-2 Registration Statement filed with the Securities and Exchange Commission on January 19, 2001

*** Attached as Appendix A to our Definitive Information Statement filed with the Securities and Exchange Commission on November 17, 2010

****Attached as an exhibit to our 10KSB for the year ended December 31, 2005, filed with the Securities and Exchange Commission on April 14, 2006

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

HAN LOGISTICS, INC.

December 22, 2011

/s/Amee Lombardi

Amee Lombardi

President, Secretary, Treasurer , Principal Financial Officer, Principal Accounting Officer and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

HAN LOGISTICS, INC.

December 22, 2011

/s/Amee Lombardi

Amee Lombardi

President, Secretary, Treasurer , Principal Financial Officer, Principal Accounting Officer and Director

December 22, 2011

/s/Michael Vardakis

Michael Vardakis

Subsidiaries of the Registrant

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).*

Inline XBRL Taxonomy Extension Schema Document*

Inline XBRL Taxonomy Extension Calculation Linkbase Document*

Inline XBRL Taxonomy Extension Definition Linkbase Document*

Inline XBRL Taxonomy Extension Label Linkbase Document*

Inline XBRL Taxonomy Extension Presentation Linkbase

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

_____________

Incorporated by reference to the Registrant’s Registration Statement on Form SB-2 (File No.

333-54002), filed with the Securities and Exchange Commission on January 19, 2001.

Incorporated by reference to the Registrant’s Definitive Information Statement on Schedule 14C (File No.

000-52273), filed with the Securities and Exchange Commission on November 17, 2010.

Incorporated by reference to the Registrant’s Annual Report on Form 10-K (File No.

000-52273), filed with the Securities and Exchange Commission on April 17, 2015.

Incorporated by reference to the Registrant’s Annual Report on Form 10-KSB (File No.

000-52273), filed with the Securities and Exchange Commission on April 14, 2006.

Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No.

000-52273) dated filed with the Securities and Exchange Commission on July 8, 2020.

Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No.

000-52273) dated filed with the Securities and Exchange Commission on November 20, 2020

*Filed herewith.

FORM 10-K SUMMARY

In accordance with Section 13 or 15(d) of the Securities Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

NEW MOMENTUM CORPORATION

/s/ Leung Tin Lung David

Leung Tin Lung David

(principal executive officer, principal accounting officer,

and principal financial officer)

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 9A. Controls and Procedures