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Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern.
−Removed: Our activities have been financed from related-party loans, proceeds of share subscriptions and issuance of promissory note.
−Removed: During the year ended December 31, 2022, the Company issued promissory note of principal $215,000.
The Company plans to raise additional funds through debt or equity offerings.
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PLAN OF OPERATION
−Removed: We are an early stage corporation and have generated revenues of $931,936 from our business during the years ended December 31, 2022.
−Removed: We have developed and operate an online ticketing platform named Gagfare.com, which provides a ticketing system for individuals and agencies to search, book and issue flight tickets and other services.
−Removed: During the 12 months following the date of filing of this Annual Report on Form 10-K, will be focuse on attempting to raise $10,000,000 of funds to expand our business.
−Removed: We have no assurance that future financing will materialize.
−Removed: If that financing is not available, we may be unable to continue.
−Removed: However, if such public financing is not available, we could fail to satisfy our future cash requirements.
−Removed: We have no assurance that future financing will materialize.
−Removed: If that financing is not available we may be unable to continue.
−Removed: Management believes that if subsequent private placements are successful, we will be able to generate sales revenue within the following twelve months thereof.
−Removed: However, additional equity financing may not be available to us on acceptable terms or at all, and thus we could fail to satisfy our future cash requirements.
−Removed: If we are unsuccessful in raising the additional proceeds through a private placement offering we will then have to seek additional funds through debt financing, which would be highly difficult for an early-stage company to secure.
−Removed: Therefore, the Company is highly dependent upon the success of the anticipated private placement offering and failure thereof would result in the Company having to seek capital from other sources such as debt financing, which may not even be available to the Company.
−Removed: However, if such financing were available, because we are an early stage company, it would likely have to pay additional costs associated with high risk loans and be subject to an above market interest rate.
−Removed: At such time these funds are required, management would evaluate the terms of such debt financing and determine whether the business could sustain operations and growth and manage the debt load.
−Removed: If we cannot raise additional proceeds via a private placement of its common stock or secure debt financing it would be required to cease business operations.
−Removed: As a result, investors in our common stock would lose all of their investment.
−Removed: With new investors joining, the Company is operating a travel services businesses, which includes an online ticketing platform Gagfare, which provides to travelers a “Book Now, Pay Later” business model, for travelers to secure the best fares and reserve flights well ahead of time.
+Added: We generated revenues of $182.452 and $920,289 from our business for the year ended December 31, 2023 and 2022, respectively.
+Added: We operate an online ticketing platform named Gagfare.com, which provides a ticketing system for individuals and agencies to search, book and issue flight tickets and other services.
+Added: The Company is operating a travel services businesses, which includes an online ticketing platform Gagfare, which provides to travelers a “Book Now, Pay Later” business model, for travelers to secure the best fares and reserve flights well ahead of time.
The Company will also become the driving force behind a bold new hospitality concept that takes nature lovers and intrepid travelers to exciting new and established destinations.
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Total operating expenses
−Removed: Other income, net
+Added: Other (expense) income, net
Loss before income taxes
Income tax expense
−Removed: We generated revenues of $931,936 and $1,292,479 for the years ended December 31, 2022 and 2021 respectively, due to the decreased transactions in ticket booking during 2022.
+Added: We generated revenues of $182,452 and $920,289 for the years ended December 31, 2023 and 2022 respectively, due to the decreased transactions in ticket booking during 2023 and the Company has ceased ticket sales from Sept 2023 to upgrade the platform.
Cost of Revenue .
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Gross Profit .
−Removed: We achieved a gross profit of $7,650 and $5,395 for the years ended December 31, 2022 and 2021, respectively.
−Removed: Increase in gross profit was due to Hong Kong’s lifting of its travelling restrictions.
+Added: We achieved a gross profit of $2,732 and $6,407 for the years ended December 31, 2023 and 2022, respectively, due to the differing mix of customers who earned better margins during the period.
+Added: Other (Expense) Income .
+Added: We incurred other (expense) income of $(102,356) and $1,866 for the years ended December 31, 2023 and 2022, respectively.
+Added: The increase in other expense is primarily attributable to default sum and interest on convertible notes, increase in amortization of convertible notes discount and interest on convertible notes as most of the promissory notes were issued subsequent to June 2022 and matured in 2023.
General and Administrative Expenses (“G&A”) .
We incurred G&A expenses of $304,309 and $197,126 for the years ended December 31, 2023 and 2022, respectively.
−Removed: The decrease in G&A is primarily attributable to no stock-based compensation transactions during 2022, as compared to 2021.
+Added: The increase in G&A is primarily attributable to increase in legal and professional fee related to business development during 2023, as compared to 2022.
Income Tax Expense .
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Net Cash Used In Operating Activities.
+Added: For the year ended December 31, 2023, net cash used in operating activities was $175,607, which consisted primarily of net loss of $403,933, and a decrease in accounts payable of $5,233, offset by a decrease in accounts receivables of $23,299, a decrease in deposits, prepayments and other receivables of $11,741, amortization of convertible note discount of $9,848, depreciation of right-of-use asset of $26,710, non-cash expense related to lease liabilities of $2,079, non-cash financing cost of $94,504, and an increase in accrued liabilities and other payables of $65,378.
For the year ended December 31, 2022, net cash used in operating activities was $144,178, which consisted primarily of net loss of $188,853, an increase in accounts receivables of $8,432, an increase in deposits, prepayments and other receivables of $11,949, offset by amortization of convertible note discount of $6,652, depreciation of right-of-use asset of $24,954, non-cash expense related to lease liabilities of $1,278, non-cash financing cost of $7,314, an increase in accounts payable of $1,495 and an increase in accrued liabilities and other payables of $23,363.
−Removed: For the year ended December 31, 2021, net cash used in operating activities was $108,892, which is directly attributable to a net loss of $287,763, with an increase in deposits, prepayments and other receivables of $245 and an increase in accounts payable of $15,696, accrued expenses and other payable of $44,848, offset by an increase in accounts receivables of $15,399 and non-cash items consisting of amortization and depreciation of $26,643, stock-based compensation of $101,715, non-cash convertible note expense of $2,614 and lease expense of $2,509.
We expect to continue to rely on cash generated through financing from our existing shareholders and private placements of our securities, however, to finance our operations and future acquisitions.
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Net Cash Provided By Financing Activities.
−Removed: For the year ended December 31, 2022, net cash provided by financing activities was $187,315 consisting primarily of $26,840 payment of lease liabilities, $845 repayment to director, offset by $215,000 proceeds from issuance of convertible notes.
−Removed: For the year ended December 31, 2021, net cash provided by financing activities was $59,395, being advances received from a director of $86,378 and repayment of lease liabilities of 26,983.
+Added: For the year ended December 31, 2023, net cash provided by financing activities was $133,712 consisting primarily of $156,469 advance from director and $5,366 advance from shareholder, offset by $28,123 payment of lease liabilities.
+Added: For the year ended December 31, 2022, net cash provided by financing activities was $187,315 consisting primarily of $215,000 proceeds from issuance of convertible notes, offset by $26,840 payment of lease liabilities and $845 repayment to director.
Working Capital
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Our material cash requirements are highly dependent upon the additional financial support from our major shareholders in the next 12 - 18 months.
−Removed: We had the following contractual obligations and commercial commitments as of December 31, 2022:
−Removed: Contractual Obligations
−Removed: Amounts due to director
−Removed: Convertible promissory note
−Removed: Total obligations
Off-Balance Sheet Arrangements
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Moreover, we do not have any variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.
−Removed: We continue to evaluate the impact of the COVID-19 pandemic on the industry and our Company and have concluded that while it is reasonably possible that the virus could have a negative effect on our financial position and results of our operations, the specific impact is not readily determinable as of the date of this filing.
−Removed: Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Global Economic Climate
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Critical Accounting Policies and Estimates
−Removed: Basis of presentation
−Removed: These accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).
−Removed: Use of estimates and assumptions
−Removed: 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.
−Removed: Actual results may differ from these estimates.
−Removed: Basis of consolidation
−Removed: The consolidated financial statements include the financial statements of the Company and its subsidiaries.
−Removed: All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.
−Removed: Cash and cash equivalents
−Removed: 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
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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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.
−Removed: 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.
−Removed: The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.
−Removed: Foreign currencies translation
−Removed: 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.
−Removed: 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.
−Removed: The resulting exchange differences are recorded in the consolidated statement of operations.
−Removed: The reporting currency of the Company is United States Dollar (“US$”) and the accompanying consolidated financial statements have been expressed in US$.
−Removed: In addition, the Company is operating in Hong Kong and Singapore and maintains its books and record in its local currency, Hong Kong Dollars (“HKD”) and Singapore Dollars (“SGD”), which are a functional currency as being the primary currency of the economic environment in which their operations are conducted.
−Removed: In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “ Translation of Financial Statement ”, using the exchange rate on the balance sheet date.
−Removed: Revenues and expenses are translated at average rates prevailing during the period.
−Removed: The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statements of changes in shareholders’ equity.
−Removed: Net loss per share
−Removed: The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding during the period.
−Removed: Diluted loss per share is computed similar to basic income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.
−Removed: Comprehensive income
−Removed: ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income, its components and accumulated balances.
−Removed: Comprehensive income as defined includes all changes in equity during a period from non-owner sources.
−Removed: 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.
−Removed: This comprehensive income is not included in the computation of income tax expense or benefit.
−Removed: 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”).
−Removed: 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.
−Removed: 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.
−Removed: The Company has elected not to recognize on the balance sheet leases with terms of one year or less.
−Removed: 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.
−Removed: However, certain adjustments to the right-of-use asset may be required for items such as prepaid or accrued lease payments.
−Removed: The interest rate implicit in lease contracts is typically not readily determinable.
−Removed: 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.
−Removed: In accordance with the guidance in ASC 842, components of a lease should be split into three categories:
−Removed: lease components (e.g.
−Removed: land, building, etc.), non-lease components (e.g.
−Removed: common area maintenance, consumables, etc.), and non-components (e.g.
−Removed: property taxes, insurance, etc.).
−Removed: 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.
−Removed: Lease expense is recognized on a straight-line basis over the lease terms.
−Removed: Lease expense includes amortization of the ROU assets and accretion of the lease liabilities.
−Removed: Amortization of ROU assets is calculated as the periodic lease cost less accretion of the lease liability.
−Removed: The amortized period for ROU assets is limited to the expected lease term.
−Removed: The Company has elected a practical expedient to combine the lease and non-lease components into a single lease component.
−Removed: 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.
−Removed: Retirement plan costs
−Removed: 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 is provided.
−Removed: Share-based compensation
−Removed: 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.
−Removed: Restricted stock units are valued using the market price of the Company’s common shares on the date of grant.
−Removed: The Company records compensation expense, net of estimated forfeitures, over the requisite service period.
−Removed: Related parties
−Removed: The Company follows the ASC 850-10, Related Party for the identification of related parties and disclosure of related party transactions.
−Removed: Pursuant to section 850-10-20 the related parties include a) affiliates of the Company;
−Removed: 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;
−Removed: c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management;
−Removed: d) principal owners of the Company;
−Removed: e) management of the Company;
−Removed: 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;
−Removed: 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.
−Removed: 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.
−Removed: However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements.
−Removed: The disclosures shall include:
−Removed: a) the nature of the relationship(s) involved;
−Removed: 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;
−Removed: 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;
−Removed: 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.
−Removed: Commitments and contingencies
−Removed: The Company follows the ASC 450-20, Commitments to report accounting for contingencies.
−Removed: 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.
−Removed: The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.
−Removed: 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.
−Removed: 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.
−Removed: Fair value of financial instruments
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below:
−Removed: Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
−Removed: 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.
−Removed: Pricing inputs that are generally observable inputs and not corroborated by market data.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Recent accounting pronouncements
−Removed: 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.
−Removed: 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.
−Removed: Except as mentioned above, 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 unaudited condensed consolidated financial statements.
Subsequent Events
−Removed: None through date of this filing.
+Added: Subsequent to the financial year end, convertible notes with a principal plus default sum of $73,275 were converted to 305,433,566 shares at conversion prices ranging from $0.00026 to $0.00033 per share.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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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.