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Although we believe that our business plan has significant profit potential, we may not attain profitable operations and our management may not succeed in realizing our business objectives.
−Removed: If we are not able to develop out business as anticipated, we may not be able to generate revenues or achieve profitability and you may lose your entire investment.
−Removed: Potential disputes related to the existing agreement pursuant to which we purchased the intellectual property rights underlying our business could result in the loss of rights that are material to our business.
−Removed: The acquisition of the intellectual property of New Momentum, by way of the Share Exchange Agreement, by and among the Company, New Momentum Corporation, and the holders of common stock of New Momentum, is of critical importance to our business and involves complex legal, business, and scientific issues.
−Removed: Although we have clear title to and no restrictions to use our intellectual property, disputes may arise regarding the Share Exchange Agreement, including but not limited to, the breaches of representations or other interpretation-related issues.
−Removed: If disputes over intellectual property that we have acquired under the Share Exchange Agreement prevent or impair our ability to maintain our current intellectual property, we may be unable to successfully develop and commercialize our business.
+Added: If we are not able to develop our business as anticipated, we may not be able to generate revenues or achieve profitability and you may lose your entire investment.
We expect to suffer losses in the immediate future that may cause us to curtail or discontinue our operations.
We expect to incur operating losses in future periods.
−Removed: These losses will occur because we do not yet have substantive revenues to offset the expenses associated with the development of brand and our business operations, generally.
−Removed: We cannot guarantee that we will ever be successful in generating revenues in the future.
+Added: These losses will occur because we do not yet have substantial revenues to offset the expenses associated with the development of brand and our business operations, generally.
+Added: We cannot guarantee that we will ever be successful in generating sufficient revenues in the future.
We recognize that if we are unable to generate revenues, we will not be able to earn profits or continue operations.
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We may not be able to execute our business plan or stay in business without additional funding.
−Removed: Our ability to generate future operating revenues depends in part on whether we can obtain the financing necessary to implement our business plan.
+Added: Our ability to generate future operating income depends in part on whether we can obtain the financing necessary to implement our business plan.
We will likely require additional financing through the issuance of debt and/or equity in order to establish profitable operations, and such financing may not be forthcoming.
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trade policy or practices, which could also adversely affect travel to or from the United States.
−Removed: As a result of the coronavirus outbreak in 2019, the travel industry experienced, and continues to experience, a significant decline in travel demand and increase in customer cancellations predominantly related to travel to, from or in China and certain other Asian markets, though concerns about the coronavirus are also negatively impacting travel demand (and therefore our business) generally.
−Removed: Some countries have implemented travel bans or restrictions and some airlines have suspended or limited flights to or from China.
−Removed: In addition, like many other companies, we have instructed or allowed employees in high-risk areas to work from home or not report to work, which, especially if this persists for a prolonged period of time, may have an adverse impact on our employees, ability to service travelers, operations and systems.
−Removed: The ultimate extent of the coronavirus outbreak and its impact on travel in currently affected countries or more broadly is unknown and impossible to predict with certainty.
−Removed: As a result, the full extent to which the coronavirus will impact our business and results of operations is unknown.
−Removed: However, decreased travel demand resulting from the outbreak has had a negative impact, and is likely to have a negative and material impact, on our business, growth and results of operations.
−Removed: In addition, we may incur additional customer service costs in connection with servicing travelers affected by the outbreak, which would also have a negative impact on our results of operations.
The loss of the services of Leung Tin Lung David, our sole director and officer, and majority shareholder, or our failure to timely identify and retain competent personnel could negatively impact our ability to develop our website and sell our services.
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Our future success depends upon the continued services of our executive officers who are developing our business, and on our ability to identify and retain competent consultants and employees with the skills required to execute our business objectives.
−Removed: The loss of the services of Jing Li or our failure to timely identify and retain competent personnel would negatively impact our ability to develop our business and license our brand, which could adversely affect our financial results and impair our growth.
−Removed: Leung Tin Lung David, our President and sole director, beneficially owns approximately or has the right to vote 36.23% of our outstanding common stock and 100% of our Series A Preferred Stock, which has voting power equal to 110% of our issued and outstanding common stock.
−Removed: As a result, Mr.
−Removed: Leung has a substantial voting power in all matters submitted to our stockholders for approval including:
−Removed: Election of our board of directors;
−Removed: Removal of any of our directors or officers;
−Removed: Amendment of our Articles of Incorporation or Bylaws;
−Removed: Adoption of measures that could delay or prevent a change in control or impede a merger, takeover or other business combination involving us.
−Removed: As a result of his ownership and position, Mr.
−Removed: Leung is able to substantially influence all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions.
−Removed: In addition, the future prospect of sales of significant amounts of shares held by him could affect the market price of our common stock if the marketplace does not orderly adjust to the increase in shares in the market and the value of your investment in our company may decrease.
−Removed: Leung’s stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.
We are an independent travel services, with little experience in the market, and failure to successfully compensate for this inexperience may adversely impact our operations and financial position.
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we may not be able to successfully implement our business model and strategy;
−Removed: our management consists is conducted by one persons, Leung Tin Lung David, our President and a director.
+Added: our management is conducted by one person, Leung Tin Lung David, our President and sole director.
We cannot be sure that we will be successful in meeting these challenges and addressing these risks and uncertainties.
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These claims could result in costly litigation and the diversion of our technical and management personnel.
−Removed: We may face costly intellectual property infringement claims, the result of which would decrease the amount of cash we would anticipate to operate and complete our business plan.
+Added: We may face costly intellectual property infringement claims, the result of which would decrease the available amount of cash we would anticipate to operate and complete our business plan.
We anticipate that from time to time we will receive communications from third parties asserting that we are infringing certain copyright, trademark and other intellectual property rights of others or seeking indemnification against alleged infringement.
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In addition, in the event that our independent registered public accounting firm is unable to rely on our internal controls in connection with its audit of our financial statements, and in the further event that it is unable to devise alternative procedures in order to satisfy itself as to the material accuracy of our financial statements and related disclosures, it is possible that we would be unable to file our Annual Report on Form 10-K with the SEC, which could also adversely affect the market for and the market price of our common stock and our ability to secure additional financing as needed.
−Removed: We face risks related to the Novel Coronavirus (COVID-19) which could significantly disrupt our development, operations, sales, and financial results.
−Removed: Our business has been adversely impacted by the effects of the Novel Coronavirus (COVID-19).
−Removed: In addition to global macroeconomic effects, the Novel Coronavirus (COVID-19) outbreak and any other related adverse public health developments will cause disruption to our operations and sales activities.
−Removed: Our third-party vendors, third-party distributors, and our customers have been and will be disrupted by worker absenteeism, quarantines and restrictions on employees’ ability to work, office and factory closures, disruptions to ports and other shipping infrastructure, border closures, or other travel or health-related restrictions.
−Removed: Depending on the magnitude of such effects on our activities or the operations of our third-party vendors and third-party distributors, the supply of our products will be delayed, which could adversely affect our business, operations and customer relationships.
−Removed: In addition, the Novel Coronavirus (COVID-19) or other disease outbreak will in the short-run and may over the longer term adversely affect the economies and financial markets of many countries, resulting in an economic downturn that will affect demand for our products and services and impact our operating results.
−Removed: There can be no assurance that any decrease in sales resulting from the Novel Coronavirus (COVID-19) will be offset by increased sales in subsequent periods.
−Removed: Although the magnitude of the impact of the Novel Coronavirus (COVID-19) outbreak on our business and operations remains uncertain, the continued spread of the Novel Coronavirus (COVID-19) or the occurrence of other epidemics and the imposition of related public health measures and travel and business restrictions will adversely impact our business, financial condition, operating results and cash flows.
−Removed: In addition, we have experienced and will experience disruptions to our business operations resulting from quarantines, self-isolations, or other movement and restrictions on the ability of our employees to perform their jobs that may impact our ability to develop and design our products and services in a timely manner or meet required milestones or customer commitments.
It will be extremely difficult to acquire jurisdiction and enforce liabilities against our officers, directors and assets outside the United States.
Substantially all of our assets are currently located outside of the United States.
−Removed: Additionally, our sole director and officer resides outside of the United States, in Singapore.
−Removed: As a result, it may not be possible for United States investors to enforce their legal rights, to effect service of process upon our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties of our directors and officers under Federal securities laws.
+Added: Additionally, our sole director and officer resides outside of the United States As a result, it may not be possible for United States investors to enforce their legal rights, to effect service of process upon our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties of our directors and officers under Federal securities laws.
Moreover, we have been advised Singapore does not have a treaty providing for the reciprocal recognition and enforcement of judgments of courts with the United States.
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Changes in the political and economic policies of the PRC government may materially and adversely affect our business, financial condition and results of operations and may result in our inability to sustain our growth and expansion strategies.
−Removed: New Momentum Corporation, is a holding company that, through Gagfare Limited, a Hong Kong entity, and Beyond Blue Limited, Hong Kong entity, both wholly-owned subsidiaries, operate our online ticketing platform that provides travelers a “Book Now, Pay Later” business model.
+Added: New Momentum Corporation, is a holding company that, through Gagfare Limited, a Hong Kong entity, and Beyond Blue Limited, a Hong Kong entity, both wholly-owned subsidiaries, operate our online ticketing platform that provides travelers a “Book Now, Pay Later” business model.
The PRC government has sovereignty of Hong Kong, and Hong Kong’s legislature adopts laws that are congruent with PRC government policies and laws.
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We may have to adjust, modify, or completely change our business operations in response to adverse regulatory changes or policy developments, and we cannot assure you that any remedial action adopted by us can be completed in a timely, cost-efficient, or liability-free manner or at all.
−Removed: On July 30, 2021, in response to the recent regulatory developments in China and actions adopted by the PRC government, the Chairman of the SEC issued a statement asking the SEC staff to seek additional disclosures from offshore issuers associated with China-based operating companies before their registration statements will be declared effective.
+Added: On July 30, 2021, in response to the regulatory developments in China and actions adopted by the PRC government, the Chairman of the SEC issued a statement asking the SEC staff to seek additional disclosures from offshore issuers associated with China-based operating companies before their registration statements will be declared effective.
On August 1, 2021, the China Securities Regulatory Commission stated in a statement that it had taken note of the new disclosure requirements announced by the SEC regarding the listings of Chinese companies and the recent regulatory development in China, and that both countries should strengthen communications on regulating China-related issuers.
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While detailed interpretation of or implementation rules under Article 177 have yet to be promulgated, the inability for an overseas securities regulator to directly conduct investigation or evidence collection activities within China may further increase the difficulties you face in protecting your interests.
−Removed: The audit report is prepared by an independent registered public accounting firm who is based in Malaysia and may soon be inspected by the Public Company Accounting Oversight Board (the “PCAOB”).
+Added: The audit report is prepared by an independent registered public accounting firm who is based in Malaysia and subject to be inspected by the Public Company Accounting Oversight Board (the “PCAOB”).
If, however, the PCAOB is unable to inspect our independent registered public accounting firm, our investors would be deprived of the benefits of such inspection.
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It is uncertain whether this proposed legislation will advance.
−Removed: The SEC will begin identifying issuers based on annual reports filed in 2023 for the fiscal year ended December 31, 2022.
−Removed: Because our annual report for fiscal year 2022 will likely include an audit report issued by an independent registered public accounting firm that may be subject to PCAOB inspection, we do not expect that we will be an SEC-identified company for fiscal year 2023, and would not be required to comply with the SEC’s submission and disclosure requirements for our Annual Report for the fiscal year ending December 31, 2023.
If, however, it is later determined that the PCAOB is unable to inspect or investigate completely our auditor because of a position taken by an authority in Malaysia or another foreign jurisdiction, then our independent registered public accounting firm would not be inspected by the PCAOB, and we are determined to be subject to the HFCA Act, our shares of common stock would be prohibited from trading on a U.S.
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over-the-counter markets, if we are unable to meet PCAOB inspection requirements in a timely manner, and you could lose your entire investment.
−Removed: Additionally, if we become a SEC-identified company in fiscal year 2022, any actions that we would take in response to the HFCA Act and compliance with the requirements of the HFCA Act, for so long as we would remain an SEC-identified company, would require is to incur additional legal, accounting and other expenses, which would be significant.
RISKS ASSOCIATED WITH OUR SECURITIES
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The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.
−Removed: If we issue additional shares in the future, whether in connection with a financing or in exchange for services or rights, it will result in the dilution of our existing stockholders.
−Removed: Our articles of incorporation authorize the issuance of up to 500,000,000 shares of common stock with a par value of $0.001 per share, and 175,000,000 shares have been designated as “blank check” preferred stock.
−Removed: As of the date of this report, the Company had 190,782,774 shares of common stock issued and outstanding.
−Removed: Accordingly, we may issue up to an additional 148,000,000 shares of common stock.
−Removed: Our Board of Directors may choose to issue some or all of such shares to acquire one or more companies or properties, to fund our overhead and general operating requirements and in exchange for services rendered to the Company.
−Removed: Such issuances may not require the approval of our stockholders.
−Removed: We have previously issued shares of our common stock in exchange for services provided to the Company and for certain rights, including as consideration for intellectual property rights.
−Removed: Any future issuances may reduce the book value per share and may contribute to a reduction in the market price of the outstanding shares of our common stock.
−Removed: If we issue any such additional shares in the future, such issuance will reduce the proportionate ownership and voting power of all current stockholders.
State securities laws may limit secondary trading, which may restrict the states in which and conditions under which you can sell the shares offered by this prospectus.
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.