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Item 8. Financial Statements and Supplementary Data

2024-04-17 compared with 2023-04-18 · 181 added, 75 removed, 436 unchanged (37% of the section changed)

1 unchanged sentence

New Momentum Corporation

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

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

Consolidated Balance Sheets as of December 31, 2023 and 2022

15 unchanged sentences

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of New Momentum Corporation and its subsidiaries (the ‘Company’) as of December 31, 2022, and the related consolidated statements of operations and comprehensive loss, changes in shareholders’ deficit and cash flows for the year ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for the years ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated balance sheets of New Momentum Corporation and its subsidiaries (the ‘Company’) as of December 31, 2023 and 2022 and the related consolidated statements of operations and comprehensive loss, changes in shareholders’ deficit and cash flows for the years ended December 31, 2023 and 2022, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022 and the results of its operations and its cash flows for the years ended December 31, 2023 and 2022 in conformity with accounting principles generally accepted in the United States of America.

Going Concern Uncertainties

38 unchanged sentences

PCAOB Number:

April 16, 2024

We have served as the Company’s auditor since 2022.

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2022 AND 2021

AS OF DECEMBER 31, 202 3 AN D 202 2

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

11 unchanged sentences

Accrued liabilities and other payables

Amounts due to directors

Amount due to a director

Amount due to a shareholder

Lease liabilities

11 unchanged sentences

Additional paid in capital

Accumulated other comprehensive income (losses)

Accumulated other comprehensive (losses) income

Accumulated deficit

( 5,435,394 )

( 5,031,461 )

Shareholders’ deficit

14 unchanged sentences

Government subsidy

Sundry income

Foreign exchange gain

1 unchanged sentence

Interest expense

Total other income

Total other (expense) income

LOSS BEFORE INCOME TAXES

Income tax expense

Other comprehensive income:

Other comprehensive (loss) income:

Foreign currency translation adjustments

COMPREHENSIVE LOSS

$ ( 404,511 )

$ ( 188,349 )

Net loss per share

9 unchanged sentences

Cash flows from operating activities:

$ ( 403,933 )

$ ( 188,853 )

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

1 unchanged sentence

Depreciation of right-of-use assets

Stock-based compensation for services

Non-cash lease expense

7 unchanged sentences

Cash flows from financing activities:

(Repayment to) advance from a director

Advance from (repayment to) a director

Advance from a shareholder

Proceeds from issuance of convertible note

13 unchanged sentences

Preferred Stock Class A

Additional paid

Accumulated other comprehensive

Total shareholders’

Accumulated other

comprehensive

shareholders’

Balance as at January 1, 2022

$ ( 4,842,608 )

Shares issued for service rendered

Conversion of common stock to preferred stock

$ ( 308,099 )

Shares issued to convert the bond

Shares issued on convertible notes

Foreign currency translation adjustment

2 unchanged sentences

$ ( 5,031,461 )

$ ( 484,448 )

Balance as at January 1, 2023

$ ( 5,031,461 )

$ ( 484,448 )

Shares issued on convertible notes

3 unchanged sentences

$ ( 5,435,394 )

$ ( 657,509 )

See accompanying notes to consolidated financial statements.

7 unchanged sentences

With a simple, user-friendly interface, the Company enables customers to arrange and book the multiple-stop itineraries, and to check their bookings through official airline websites using the Gagfare booking reference number.

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

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

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

13 unchanged sentences

Place of incorporation

and kind of legal entity

Principal activities

Particulars of registered/

paid up share

paid up share capital

Effective interest

19 unchanged sentences

The accompanying consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

The Company has suffered from continuous loss from its inception and net current liabilities of $484,448 at December 31, 2022.

In addition, with respect to the ongoing and evolving coronavirus (COVID-19) outbreak, which was designated as a pandemic by the World Health Organization on March 11, 2020, the outbreak has caused substantial disruption in international economies and global trades and if repercussions of the outbreak are prolonged, could have a significant adverse impact on the Company’s business.

The Company has suffered from continuous loss from its inception and net current liabilities of $ 684,276 as of December 31, 2023.

The continuation of the Company as a going concern through the next twelve months is dependent upon the continued financial support from its shareholders.

63 unchanged sentences

Translation of amounts from HKD and SGD into US$ have been made at the following exchange rates for the years ended December 31, 2023 and 2022:

December 31, 2022

December 31, 2021

Year-end HKD:US$ exchange rate

2 unchanged sentences

Average SGD:US$ exchange rate

Net loss per share

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.

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

Comprehensive income

3 unchanged sentences

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

The Company adopted Topic 842, Leases (“ASC 842”), using the modified retrospective approach through a cumulative-effect adjustment and utilizing the effective date of January 1, 2019 as its date of initial application, with prior periods unchanged and presented in accordance with the previous guidance in Topic 840, Leases (“ASC 840”).

The Company adopted Topic 842, Leases (“ASC 842”).

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.

23 unchanged sentences

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

Government incentives

A government incentive is not recognized until there is reasonable assurance that:

(a) the enterprise will comply with the conditions attached to the incentive;

and (b) the incentive will be received.

When the Company receives government incentives but the conditions attached to the incentives have not been fulfilled, such government incentives are deferred and recorded under other payables and accrued expenses, and other long-term liability.

The classification of short-term or long-term liabilities is dependent on management’s expectation of when the conditions attached to the incentives can be fulfilled.

For the years ended December 31, 2023 and 2022, the Company received government incentives (net of related expense) of $ 1,422 and $ 14,014 , which are recognized as other income in the consolidated statements of operations.

Related parties

41 unchanged sentences

The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s audited consolidated financial statements.

AMOUNTS DUE TO DIRECTORS

As of December 31, 2022 and 2021, the Company owed to its directors in the amount of $285,482 and $286,327, respectively.

R IGHT-OF-USE ASSETS

Cost of right-of-use assets

Accumulated depreciation

Carrying amount

The Company entered into an operating lease for office premises.

The lease term is fixed for 2 years.

The depreciation of the right-of-use asset for the year ended December 31, 2023 and 2022 amounted to $ 26,710 and nil respectively, whereas the lease expense amounted to $ 2,079 and nil respectively.

The corresponding lease liability as of December 31, 2023 and 2022 amounted to $ 27,435 and $ 0 respectively.

The lease liability matures within the next twelve months .

AMOUNTS DUE TO A DIRECTOR AND SHAREHOLDER

As of December 31, 2023 and December 31, 2022, the Company owed to its director an amount of $ 422,968 and $ 266,499 , respectively.

As of December 31, 2023 and December 31, 2022, the Company owed to a shareholder an amount of $ 24,349 and $ 18,983 , respectively.

The amounts are unsecured, non-interest bearing and repayable on demand.

CONVERTIBLE PROMISSORY NOTE

On May 18, 2022, the Company and 1800 Diagonal Lending LLC, (“1800”) entered into a Securities Purchase Agreement, whereby the Company issued a promissory note to 1800 (the “1800 Note”) in the original principal amount of $68,750.

The 1800 Note contains an original issue discount of $3,750 which will be reflected as a debt discount and amortized over the twelve months Note term.

The 1800 Note is convertible into shares of common stock of the Company at a price equal to 35% of the lowest trading price of the Company’s common stock for the twenty (20) consecutive trading days immediately preceding to the conversion date.

The 1800 Note bears interest at 8% per annum and is due on May 18, 2023.

On August 4, 2022, the Company and 1800 Diagonal Lending LLC, (“1800”) entered into a Securities Purchase Agreement, whereby the Company issued a promissory note to 1800 (the “1800 Note”) in the original principal amount of $54,250.

The 1800 Note contains an original issue discount of $4,250 which will be reflected as a debt discount and amortized over the twelve months Note term.

The 1800 Note bears interest at 8% per annum and is due on August 4, 2023.

On September 2, 2022, the Company and 1800 Diagonal Lending LLC, (“1800”) entered into a Securities Purchase Agreement, whereby the Company issued a promissory note to 1800 (the “1800 Note”) in the original principal amount of $54,250.

The 1800 Note contains an original issue discount of $4,250 which will be reflected as a debt discount and amortized over the twelve months Note term.

The 1800 Note bears interest at 8% per annum and is due on September 2, 2023.

On September 20, 2022, the Company and 1800 Diagonal Lending LLC, (“1800”) entered into a Securities Purchase Agreement, whereby the Company issued a promissory note to 1800 (the “1800 Note”) in the original principal amount of $54,250.

The 1800 Note contains an original issue discount of $4,250 which will be reflected as a debt discount and amortized over the twelve months Note term.

The 1800 Note bears interest at 8% per annum and is due on September 20, 2023.

The terms of the 1800 Notes whereby conversion is only permissible after 180 days from the issue date and number of the shares held by the holder and its affiliates when converted, shall not to exceed 4.99% of issued and outstanding common stock of the Company.

During the year ended December 31, 2022, principal of $12,000 was converted to 1,518,987 shares of common stock with conversion price of $0.0079.

As of December 31, 2022, principal of $203,000 was not yet converted.

The Company had issued Convertible Promissory Notes to 1800 Diagonal Lending LLC, (“1800”) via numerous Securities Purchase Agreements as stated in the foregoing paragraphs, The terms of the 1800 Notes, which bear interest at 8 % per annum provides for the conversion only after 180 days from the issue date, and number of the shares held by the holder and its affiliates when converted, shall not to exceed 4.99 % of issued and outstanding common stock of the Company.

The 1800 Notes are convertible into shares of common stock of the Company at a price equal to 35% of the lowest trading price of the Company’s common stock for the twenty (20) consecutive trading days immediately preceding to the conversion date .

On May 18, 2022, the Company issued a promissory note in the original principal amount of $ 68,750 which was due on May 18, 2023 .

The 1800 Note contained an original issue discount of $ 3,750 which was reflected as a debt discount and amortized over the twelve months Note term.

The Notes were subsequently fully settled as follows:

on December 1, 2022, principal of $ 12,000 was converted to 1,518,987 shares of common stock with conversion price of $ 0.0079 per share;

on January 6, 2023, principal of $ 20,000 was converted to 3,571,429 shares of common stock with conversion price of $ 0.0056 per share;

on March 15, 2023, principal of $ 10,000 was converted to 4,761,905 shares of common stock with conversion price of $ 0.0021 per share;

on March 21, 2023, principal of $ 10,000 was converted to 4,761,905 shares of common stock with conversion price of $ 0.0021 per share;

on June 9, 2023, principal of $ 10,000 was converted to 5,882,353 shares of common stock with conversion price of $ 0.0017 per share;

on August 2, 2023, principal of $ 6,750 and interest payable of $ 2,750 were converted to 7,307,692 shares of common stock with conversion price of $ 0.0013 per share.

On August 4, 2022, the Company issued another promissory note in the original principal amount of $ 54,250 which was due on August 4, 2023 .

The 1800 Note contained an original issue discount of $ 4,250 which was reflected as a debt discount and amortized over the twelve months Note term.

The Notes were subsequently fully settled as follows:

on August 21, 2023, principal of $ 9,750 was converted to 10,000,000 shares of common stock with conversion price of $ 0.000975 per share and a further default sum of $ 27,125 was incurred resulting principal of $ 71,625 still remained to be converted.;

on October 2, 2023, principal of $ 9,325 was converted to 10,596,591 shares of common stock with conversion price of $ 0.00088 per share;

on October 24, 2023, principal of $ 6,500 was converted to 11,016,949 shares of common stock with conversion price of $ 0.00059 per share;

on November 2, 2023, principal of $ 6,500 was converted to 11,016,949 shares of common stock with conversion price of $ 0.00059 per share;

on November 7, 2023, principal of $ 6,500 was converted to 11,016,949 shares of common stock with conversion price of $ 0.00059 per share;

on November 10, 2023, principal of $ 6,500 was converted to 11,016,949 shares of common stock with conversion price of $ 0.00059 per share;

on November 13, 2023, principal of $ 7,847 was converted to 13,300,000 shares of common stock with conversion price of $ 0.00059 per share;

on November 14, 2023, principal of $ 7,850 was converted to 13,305,085 shares of common stock with conversion price of $ 0.00059 per share;

On November 20, 2023, principal of $ 7,850 was converted to 13,305,085 shares of common stock with conversion price of $ 0.00059 per share;

on November 22, 2023, principal of $ 7,850 was converted to 13,305,085 shares of common stock with conversion price of $ 0.00059 per share;

on November 24, 2023, principal of $ 4,903 and interest of $ 2,170 was converted to 11,988,136 shares of common stock with conversion price of $ 0.00059 per share;

On September 2, 2022, the Company issued a further promissory note in the original principal amount of $ 54,250 which was due on September 2, 2023 .

The 1800 Note contained an original issue discount of $ 4,250 which was reflected as a debt discount and amortized over the twelve months Note term.

The Notes were subsequently fully settled as follows:

on August 9, 2023, a further default sum of $ 27,125 was incurred which together with principal totaled $ 81,375 still remained to be converted.;

on November 27, 2023, principal of $ 7,850 was converted to 13,305,085 shares of common stock with conversion price of $ 0.00059 per share;

on November 28, 2023, principal of $ 7,850 was converted to 13,305,085 shares of common stock with conversion price of $ 0.00059 per share;

on November 29, 2023, principal of $ 7,850 was converted to 13,305,085 shares of common stock with conversion price of $ 0.00059 per share;

on November 30, 2023, principal of $ 7,850 was converted to 13,305,085 shares of common stock with conversion price of $ 0.00059 per share;

on December 4, 2023, principal of $ 7,850 was converted to 13,305,085 shares of common stock with conversion price of $ 0.00059 per share;

on December 6, 2023, principal of $ 9,555 was converted to 19,500,000 shares of common stock with conversion price of $ 0.00049 per share;

on December 12, 2023, principal of $ 8,970 was converted to 19,500,000 shares of common stock with conversion price of $ 0.00046 per share;

on December 13, 2023, principal of $ 8,300 was converted to 19,761,904 shares of common stock with conversion price of $ 0.00042 per share;

on December 15, 2023, principal of $ 8,300 was converted to 19,761,904 shares of common stock with conversion price of $ 0.00042 per share;

on December 19, 2023, principal of $ 7,000 and interest of $ 1,100 was converted to 20,769,231 shares of common stock with conversion price of $ 0.00039 per share;

On September 20, 2022, the Company issued yet another promissory note in the original principal amount of $ 54,250 which was due on September 20, 2023 .

The 1800 Note contained an original issue discount of $ 4,250 which was reflected as a debt discount and amortized over the twelve months Note term.

On December 26, 2023, principal of $ 8,100 was converted to 20,769,231 shares of common stock with conversion price of $ 0.00039 per share and a further default sum of $ 27,125 was incurred resulting principal of $ 73,275 still remained to be converted.

Of all the 1800 Notes issued above, as of December 31, 2023, principal of $ 73,275 has not yet been converted.

For the year ended December 31, 2023 and 2022, the amortization of discount was $ 9,848 and $ 6,652 , respectively.

10 unchanged sentences

Authorized shares

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

The authorized capital of the Company as of December 31, 2023 and 2022 were 1,000,000,000 shares of common stock at par value of $ 0.001 .

Issued and outstanding shares

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

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

On April 13, 2021, the Company entered into a Stock Purchase Agreement with the Company’s sole director and a major shareholder, pursuant to which the Company issued one share of Series A Preferred Stock in exchange for his 169,000,000 shares of its common stock and cancelled these 169,000,000 shares of its common stock.

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

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

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

On December 1, 2022, the Company issued 1,518,987 shares of its common stock to pay off the 1800 Notes with principal of $ 12,000 at the conversion price of $ 0.0079 per share.

On January 6, 2023, the Company issued 3,571,429 shares of its common stock to pay off the 1800 Notes with principal of $ 20,000 at the conversion price of $ 0.0056 per share.

On March 15, 2023, the Company issued 4,761,905 shares of its common stock to pay off the 1800 Notes with principal of $ 10,000 at the conversion price of $ 0.0021 per share.

On March 21, 2023, the Company issued 4,761,905 shares of its common stock to pay off the 1800 Notes with principal of $ 10,000 at the conversion price of $ 0.0021 per share.

On June 9, 2023, the Company issued 5,882,353 shares of its common stock to pay off the 1800 Notes with principal of $ 10,000 at the conversion price of $ 0.0017 per share.

On August 2, 2023, the Company issued 7,307,692 shares of its common stock to pay off the 1800 Notes with principal of $ 6,750 and interest payable of $ 2,750 at the conversion price of $ 0.0013 per share.

On August 21, 2023, the Company issued 10,000,000 shares of its common stock to pay off the 1800 Notes with principal of $ 9,750 at the conversion price of $ 0.000975 per share.

On October 2, 2023, the Company issued 10,596,591 shares of its common stock to pay off the 1800 Notes with principal of $ 9,325 at the conversion price of $ 0.00088 per share.

On October 24, 2023, the Company issued 11,016,949 shares of its common stock to pay off the 1800 Notes with principal of $ 6,500 at the conversion price of $ 0.00059 per share.

On November 2, 2023, the Company issued 11,016,949 shares of its common stock to pay off the 1800 Notes with principal of $ 6,500 at the conversion price of $ 0.00059 per share.

On November 7, 2023, the Company issued 11,016,949 shares of its common stock to pay off the 1800 Notes with principal of $ 6,500 at the conversion price of $ 0.00059 per share.

On November 10, 2023, the Company issued 11,016,949 shares of its common stock to pay off the 1800 Notes with principal of $ 6,500 at the conversion price of $ 0.00059 per share.

On November 13, 2023, the Company issued 13,300,000 shares of its common stock to pay off the 1800 Notes with principal of $ 7,847 at the conversion price of $ 0.00059 per share.

On November 14, 2023, the Company issued 13,305,085 shares of its common stock to pay off the 1800 Notes with principal of $ 7,850 at the conversion price of $ 0.00059 per share.

On November 20, 2023, the Company issued 13,305,085 shares of its common stock to pay off the 1800 Notes with principal of $ 7,850 at the conversion price of $ 0.00059 per share.

On November 22, 2023, the Company issued 13,305,085 shares of its common stock to pay off the 1800 Notes with principal of $ 7,850 at the conversion price of $ 0.00059 per share.

On November 24, 2023, the Company issued 11,988,136 shares of its common stock to pay off the 1800 Notes with principal of $ 4,903 and interest of $ 2,170 at the conversion price of $ 0.00059 per share.

On November 27, 2023, the Company issued 13,305,085 shares of its common stock to pay off the 1800 Notes with principal of $ 7,850 at the conversion price of $ 0.00059 per share.

On November 28, 2023, the Company issued 13,305,085 shares of its common stock to pay off the 1800 Notes with principal of $ 7,850 at the conversion price of $ 0.00059 per share.

On November 29, 2023, the Company issued 13,305,085 shares of its common stock to pay off the 1800 Notes with principal of $ 7,850 at the conversion price of $ 0.00059 per share.

On November 30, 2023, the Company issued 13,305,085 shares of its common stock to pay off the 1800 Notes with principal of $ 7,850 at the conversion price of $ 0.00059 per share.

On December 4, 2023, the Company issued 13,305,085 shares of its common stock to pay off the 1800 Notes with principal of $ 7,850 at the conversion price of $ 0.00059 per share.

On December 6, 2023, the Company issued 19,500,000 shares of its common stock to pay off the 1800 Notes with principal of $ 9,555 at the conversion price of $ 0.00049 per share.

On December 12, 2023, the Company issued 19,500,000 shares of its common stock to pay off the 1800 Notes with principal of $ 8,970 at the conversion price of $ 0.00046 per share.

On December 13, 2023, the Company issued 19,761,904 shares of its common stock to pay off the 1800 Notes with principal of $ 8,300 at the conversion price of $ 0.00042 per share.

On December 15, 2023, the Company issued 19,761,904 shares of its common stock to pay off the 1800 Notes with principal of $ 8,300 at the conversion price of $ 0.00042 per share.

On December 19, 2023, the Company issued 20,769,231 shares of its common stock to pay off the 1800 Notes with principal of $ 7,000 and interest of $ 1,100 at the conversion price of $ 0.00039 per share.

On December 26, 2023, the Company issued 20,769,231 shares of its common stock to pay off the 1800 Notes with principal of $ 8,100 at the conversion price of $ 0.00039 per share.

As of December 31, 2023 and 2022, 520,428,292 and 177,687,535 shares of common stock were issued and outstanding respectively.

Stock Option Plan

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

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

On November 29, 2021, the Company issued 100,000 shares of its common stock to a travel agent for the performance reward at the current market price of $0.6 per share under the Plan.

On October 14, 2020, the Company approved a Share Incentive Option Plan (the “Plan”) whereby an aggregate of twenty million ( 20,000,000 ) shares of common stock were initially reserved for issuance upon exercise of stock options under the Plan.

As of September 30, 2023, 19,650,000 stock of common shares have been issued under the Plan.

As of December 31, 2023 and 2022, 350,000 shares remain to be issued under the Plan respectively.

The Plan shall remain in effect for a period of ten (10) years from the effective date of October 14, 2020 for the granting of options and until all options granted under the Plan have been exercised or expired, or vested or forfeited .

The Company mainly operates in Hong Kong and is subject to taxes in the governing jurisdictions in which it operates.

1 unchanged sentence

United States of America

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

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

The Tax Reform Act significantly revised the U.S.

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

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

NNAX is registered in the State of Nevada and is subject to US federal corporate income tax of 21 %.

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

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

As of December 31, 2022, the operations in the United States of America incurred $4,760,456 of cumulative net operating losses which can be carried forward to offset future taxable income.

The Tax Reform Act also changed the rules on net operating loss carry forwards.

The 20-year limitation was eliminated, giving the taxpayer the ability to carry forward losses indefinitely.

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

As of December 31, 2023, the operations in the United States of America incurred $ 4,988,643 of cumulative net operating losses which can be carried forward indefinitely to offset future taxable income.

The Company has provided for a full valuation allowance against the deferred tax assets of $ 1,047,615 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

Year ended December 31,

Loss before income taxes

$ ( 228,187 )

Statutory income tax rate

Income tax expense at statutory rate

Tax loss – valuation allowance

Income tax expense

NHCL is considered to be an exempted British Virgin Islands Company and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States.

3 unchanged sentences

The Company has provided for a full valuation allowance against the deferred tax assets of $ 916 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

The reconciliation of income tax rate to the effective income tax rate for the year ended December 31, 2023 and 2022 are as follows:

Years ended December 31,

Loss before income taxes

Statutory income tax rate

Income tax expense at statutory rate

Non-deductible expenses

Income tax expense

GL, BBL and JL are operating in Hong Kong and are subject to the Hong Kong Profits Tax at the two-tiered profits tax rates from 8.25% to 16.5% on the estimated assessable profits arising in Hong Kong during the current year, after deducting a tax concession for the tax year.

2 unchanged sentences

Loss before income taxes

$ ( 165,324 )

Statutory income tax rate

1 unchanged sentence

Tax effect of non-taxable items

Net operating loss

Tax effect of non-deductible items

Tax loss – valuation allowance

Income tax expense

5 unchanged sentences

valuation allowance

( 1,105,769 )

( 1,045,150 )

Deferred tax assets, net

1 unchanged sentence

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

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

The following table sets forth the computation of basic and diluted net loss per share for the years ended December 31, 2023 and 2022:

Schedule of computation of net loss per share

Years ended December 31,

Net loss attributable to common shareholders

$ ( 403,933 )

$ ( 188,853 )

Weighted average common shares outstanding – Basic and diluted

Net loss per share – Basic and diluted#

# less than $0.001

For the year ended December 31, 2023 and 2022, despite potential conversion of promissory notes and shares to be issued under the Incentive Plan, diluted weighted-average common shares outstanding is equal to basic weighted-average common shares, due to the Company’s net loss position.

No common stock equivalents were included in the computation of diluted net loss per share since such inclusion would have been antidilutive.

PENSION COSTS

3 unchanged sentences

RELATED PARTY TRANSACTIONS

From time to time, the directors of the Company advanced funds to the Company for working capital purpose.

Those advances are unsecured, non-interest bearing and had no fixed terms of repayment.

During the years ended December 31, 2022 and 2021, the Company has been provided free office space by its shareholder.

The management determined that such cost is nominal and did not recognize the rent expense in its unaudited condensed consolidated financial statements.

From time to time, the director of the Company advanced funds to the Company for working capital purpose.

Those advances are unsecured, non-interest bearing and repayable on demand.

Since February 1, 2016, the Company was granted with the right of use to the website and mobile application platforms by JJ Explorer Tours Limited (“JJ Explorer”), which was also controlled by the directors of the Company.

6 unchanged sentences

The agreement, nevertheless was also terminated on October 31, 2022.

For the years ended December 31, 2022 and 2021, as the Company had not generated any earnings from the use of the web and mobile application platforms, and accordingly, there are no service charges and payables due to JJ Explorer.

For the years ended December 31, 2023 and 2022, the Company had not generated any earnings from the use of the web and mobile application platforms, and accordingly, there are no service charges and payables due to JJ Explorer that had arisen.

For the year ended December 31, 2023 and 2022, the Company paid the allowance of $ 10,730 and $ 9,961 to certain shareholders for their services.

For the year ended December 31, 2023 and 2022, the Company paid the allowance of $ 5,365 and $ 5,363 to the director for his service.

During the year ended December 31, 2023 and 2022, ticket sales to director and family members amounted to $ 8,900 and $ 7,746 respectively.

During the two financial years also, the director also provided maintenance services to the Company in respect of its platform free of charge.

Apart from the transactions and balances detailed elsewhere in these accompanying consolidated financial statements, the Company has no other significant or material related party transactions during the years presented.

2 unchanged sentences

(a) Major customers

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

For the year ended December 31, 2023, there is a single customer who accounts for 80 % of the Company’s revenue totaling $ 146,501 , with $ 0 accounts receivable at December 31, 2023.

For the year ended December 31, 2022, there is one single customer who accounts for 94 % of the Company’s revenue totaling $ 864,799 with $ 0 accounts receivable at December 31, 2022.

(b) Major vendors

For the years ended December 31, 2022, there is one single vendor who accounts for 96% of the Company’s cost of revenue totaling $891,421 with $14,285 accounts payable at December 31, 2022.

For the years ended December 31, 2021, there is one single vendor who accounts for 99% of the Company’s cost of revenue totaling $1,273,991 with $15,696 accounts payable at December 31, 2021.

For the years ended December 31, 2023, there are two vendors who account for 81 % and 14 % of the Company’s cost of revenue totaling $ 146,194 and $ 24,399 respectively, with $ 8,241 and $ 0 accounts payable at December 31, 2023, respectively.

For the years ended December 31, 2022, there is one single vendor who accounted for 98 % of the Company’s cost of revenue totaling $ 891,421 with $ 14,285 accounts payable at December 31, 2022, respectively.

7 unchanged sentences

COMMITMENTS AND CONTINGENCIES

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

As of December 31, 2023 and 2022, the Company has lease commitment of $ 27,435 and $ 0 respectively.

The lease commitment is payable within the next twelve months.

As of December 31, 2023 and 2022 also, the Company is committed to convert the balance of convertible notes of $ 73,275 , inclusive of default sum, to common stock.

The Company has no other material commitments or contingencies.

SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “ Subsequent Events ”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after December 31, 2023, up through the date the Company issued the audited consolidated financial statements.

On January 8, 2024, the Company issued 20,909,091 shares of its common stock to pay off $ 6,900 of the 1800 Notes at the conversion price of $ 0.00033 per share.

On January 10, 2024, the Company issued 20,909,091 shares of its common stock to pay off $ 6,900 of the 1800 Notes at the conversion price of $ 0.00033 per share.

On January 18, 2024, the Company issued 26,923,077 shares of its common stock to pay off $ 7,000 of the 1800 Notes at the conversion price of $ 0.00026 per share.

On January 22, 2024, the Company issued 26,923,077 shares of its common stock to pay off $ 7,000 of the 1800 Notes at the conversion price of $ 0.00026 per share.

On January 29, 2024, the Company issued 27,000,000 shares of its common stock to pay off $ 7,020 of the 1800 Notes at the conversion price of $ 0.00026 per share.

On February 1, 2024, the Company issued 27,000,000 shares of its common stock to pay off $ 7,020 of the 1800 Notes at the conversion price of $ 0.00026 per share.

On February 5, 2024, the Company issued 27,000,000 shares of its common stock to pay off $ 7,020 of the 1800 Notes at the conversion price of $ 0.00026 per share.

On February 6, 2024, the Company issued 27,000,000 shares of its common stock to pay off $ 7,020 of the 1800 Notes at the conversion price of $ 0.00026 per share.

On February 7, 2024, the Company issued 27,000,000 shares of its common stock to pay off $ 7,020 of the 1800 Notes at the conversion price of $ 0.00026 per share.

On February 8, 2024, the Company issued 37,307,692 shares of its common stock to pay off $ 9,700 of the 1800 Notes at the conversion price of $ 0.00026 per share.

On February 9, 2024, the Company issued 37,461,538 shares of its common stock to pay off $ 675 of the 1800 Notes, together with interest of $ 9,065 , at the conversion price of $ 0.00026 per share.

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

1 unchanged sentence

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

Item 8. Financial Statements and Supplementary Data