7 unchanged sentences
As discussed below, our internal control over financial reporting is an integral part of our disclosure controls and procedures.
+Added: Management has appointed external consultants to minimize the risk and ascertain compliance with requirements.
Management’s Annual Report on Internal Control over Financial Reporting
9 unchanged sentences
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.
+Added: Management has appointed external consultants to minimize the risk and ascertain compliance with requirements.
Auditor’s Report on Internal Control over Financial Reporting
12 unchanged sentences
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.
−Removed: 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.
+Added: Additionally, the one share of Series A Preferred Stock contains protective provisions, which precludes the Company from taking 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:
69 unchanged sentences
Employment Agreements
−Removed: 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.
+Added: The remuneration package of our directors pursuant to the employment agreements signed on April 16, 2021 is deferred indefinitely with only minimal sums being due to comply with the regulations of Hong Kong.
Indemnification Agreements
7 unchanged sentences
Employment Contracts, Termination of Employment, Change-in-Control Arrangements
−Removed: 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.
+Added: The Company has deferred the commencement of the employment agreements of 2021 with its director and a shareholder, termination of employment, or change-in-control arrangements during the year ended December 31, 2023.
Option Exercises and Fiscal Year-End Option Value Table.
2 unchanged sentences
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, 2023.
−Removed: We currently do not pay any compensation to our directors serving on our board of directors.
STOCK OPTION GRANTS
25 unchanged sentences
_____________
−Removed: Appointed a director on February 13, 2015;
−Removed: resigned from such position on May 27, 2020.
+Added: Effective May 27, 2020, Leung Tin Lung David was appointed as President, Secretary, and Treasurer and a Director of the Company.
DIRECTOR COMPENSATION
10 unchanged sentences
The following is a narrative discussion of the material information that we believe is necessary to understand the information disclosed in the previous table.
−Removed: Leung Tin Leung David receives no compensation solely in his capacity as a director of the Company.
+Added: Leung Tin Leung David receives compensation 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
−Removed: 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;
+Added: The following table lists, as of February 26, 2024, 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;
5 unchanged sentences
Except as noted below, each person has sole voting and investment power.
−Removed: The percentages below are calculated based on 190,782,774 shares of our common stock issued and outstanding as April 14, 2023.
+Added: The percentages below are calculated based on 825,861,858 shares of our common stock issued and outstanding as February 15, 2024.
We do not have any outstanding warrant, options or other securities exercisable for or convertible into shares of our common stock.
3 unchanged sentences
Beneficial Ownership
+Added: Common Stock (1)
Leung Tin Lung David (3)
6 unchanged sentences
______________
−Removed: Calculated based on 190,782,774 shares of common stock issued and outstanding on April 14, 2023.
+Added: Calculated based on 825,861,858 shares of common stock issued and outstanding on February 15, 2024.
Unless otherwise specified, the address of each of the persons set forth below is in care of the Company, at the address of:
4 unchanged sentences
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.
−Removed: 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.
+Added: From time to time, the director of the Company advanced funds to the Company for working capital purpose.
+Added: Those advances are unsecured, non-interest bearing and are repayable on demand.
+Added: 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.
+Added: Also, the Company formed a cooperation partnership with JJ Explorer whereas JJ Explorer invested to develop and maintained the operations of the Gagfare web and mobile application platforms in a term of 5 years, JJ Explorer would share 50% of the net earnings generated by the Company in the use of its web and mobile application platforms during the cooperation period.
On January 31, 2021, JJ Explorer agreed to extend the term of additional 5 years up January 31, 2026.
−Removed: For the years ended December 31, 2022 and 2021, the Company did not record the service charges and paid to JJ Explorer.
+Added: This agreement was terminated on February 28, 2022 and simultaneously, on the same date, a Cooperation Agreement was signed between JJ Explorer and New Momentum Asia Pte., Ltd.
+Added: (“NMAPL”), a wholly owned subsidiary of the Company.
+Added: Whilst the role of JJ Explorer remained the same, NMAPL was responsible to develop global marketing and business operations of the platform.
+Added: The agreement provided for the sharing of the net earnings derived through the platform to be shared at 50% with JJ Explorer at the end of the term of the agreement in five (5) years.
+Added: The agreement, nevertheless was also terminated on October 31, 2022.
+Added: 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 years ended December 31, 2023 and 2022, the Company paid the salary of $5,365 and $5,363 to the director for his service.
+Added: 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.
+Added: During the year ended December 31, 2023 and 2022, ticket sales to director and family members amounted to $8,900 and $7,746 respectively.
+Added: During the two financial years also, the director provided maintenance services to the Company in respect of its platform free of charge.
Director Independence
50 unchanged sentences
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.