New Momentum Corp. 10-K

ITEM 8. FINANCIAL STATEMENTS New Momentum Corporation TABLE OF CONTENTS Report of Independent Registered Public Accounting Firm – J&S Associate PLT F-1 Consolidated Balance Sheets as of December 31, 2023 and 2022 F-3 Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2023 and 2022 F-4 Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022 F-5 Consolidated Statements of Shareholders’ Deficit for the years ended December 31, 2023and 2022 F-6 Notes to Consolidated Financial Statements F-7 29 Table of Contents J&S ASSOCIATE PLT 202206000037 (LLP0033395-LCA) & AF002380 (Registered with PCAOB and MIA) B-11-14, Megan Avenue II 12, Jalan Yap Kwan Seng, 50450, Kuala Lumpur, Malaysia Tel: +603-4813 9469 Email : info@jns-associate.com Website : jns-associate.com REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Director and Shareholders of NEW MOMENTUM CORPORATION 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, 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 The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in note 2 to the consolidated financial statements, the Company has not yet established an ongoing source of revenues nor required funding sufficient to cover its operating costs and future expansion plans to allow it to continue as a going concern. These factors create an uncertainty as to the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters Critical audit matters are matters arising from the current year audit of the financial statements that were communicated or are required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements, and (2) involved especially challenging, subjective, or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. F-1 Table of Contents Revenue Recognition - Principal versus Agent Considerations As described in Note 3 to the consolidated financial statements, management follows the guidance provided in ASC 606, Revenue from Contracts with Customers, for determining whether the Company is the principal or an agent in arrangements with customers that involve another party that contributes to providing the goods to a customer. In these instances, management determines whether the Company has promised to provide the goods itself (as principal) or to arrange for the specified goods to be provided by another party (as an agent). As disclosed by management, this determination is a matter of judgment that depends on the facts and circumstances of each arrangement. The Company recognizes revenue from the sale of all airline tickets on a gross basis (as a principal) as the Company is primarily responsible for the fulfilment of the sale, controls the delivery the promised goods, and has full discretion in establishing prices. Therefore, the Company is the principal in all arrangements with customers. Our key considerations for the determination of revenue recognition - principal versus agent considerations as a critical audit matter was due to the high degree of judgement involved in the assessment of who is responsible for the fulfilment of the sale and the delivery of the promised goods to the customer, and whether Company had full discretion in establishing the prices of the goods. These were assessed by: · Critically evaluating management’s assessment for their rationale and justification of relationship between the various parties; · Obtaining an understanding of the revenue process and relationships between the various parties to the transactions by way of review of documents and indepth discussion with key personnel; · Analysis in detail the margins earned on sale transactions for the year to corroborate our understanding; · Determining consistency of evidence and obtained in other areas of the audit. · Exercising a high degree of judgement and subjectivity in performing and evaluating the results of the procedures. /s/ J&S Associate PLT Certified Public Accountants PCAOB Number: 6743 April 16, 2024 We have served as the Company’s auditor since 2022. Kuala Lumpur, Malaysia F-2 Table of Contents NEW MOMENTUM CORPORATION CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 202 3 AN D 202 2 (Currency expressed in United States Dollars (“US$”), except for number of shares) As of December 31, 202 3 202 2 ASSETS Current assets: Cash and cash equivalents $ 16,776 $ 59,247 Accounts receivable 906 24,205 Deposits, prepayments and other receivables 19,916 31,657 Total current assets 37,598 115,109 Non-current asset: Right-of-use assets 26,767 - TOTAL ASSETS $ 64,365 $ 115,109 LIABILTIES AND SHAREHOLDERS’ DEFICIT Current liabilities: Accounts payable $ 9,208 $ 17,191 Accrued liabilities and other payables 164,639 87,232 Amount due to a director 422,968 266,499 Amount due to a shareholder 24,349 18,983 Lease liabilities 27,435 - Convertible promissory note 73,275 209,652 Total current liabilities 721,874 599,557 TOTAL LIABILITIES 721,874 599,557 Commitments and contingencies - - SHAREHOLDERS’DEFICIT Preferred stock, Class A, $ 0.001 par value; 175,000,000 shares authorized; 1 share issued and outstanding as at December 31, 2023 and 2022 respectively - - Common stock, $ 0.001 par value; 1,000,000,000 shares authorized; 520,428,292 shares and 177,687,535 shares issued and outstanding as at December 31, 2023 and 2022, respectively 520,428 177,688 Additional paid in capital 4,257,803 4,369,093 Accumulated other comprehensive (losses) income ( 346 ) 232 Accumulated deficit ( 5,435,394 ) ( 5,031,461 ) Shareholders’ deficit ( 657,509 ) ( 484,448 ) TOTAL LIABILITIES AND SHAREHOLDERS’DEFICIT $ 64,365 $ 115,109 See accompanying notes to consolidated financial statements. F-3 Table of Contents NEW MOMENTUM CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE YEARS ENDED DECEMBER 31, 202 3 AND 202 2 (Currency expressed in United States Dollars (“US$”)) Years ended December 31, 202 3 202 2 Revenue, net $ 182,452 $ 920,289 Cost of revenue ( 179,720 ) ( 913,882 ) Gross profit 2,732 6,407 Operating expenses: General and administrative expenses ( 142,220 ) ( 165,244 ) Legal and professional fee ( 162,089 ) ( 31,882 ) Total operating expenses ( 304,309 ) ( 197,126 ) Loss from operations ( 301,577 ) ( 190,719 ) Other income (expense): Government subsidy 1,422 14,014 Sundry income 327 1,277 Foreign exchange gain - 433 Interest income 245 108 Interest expense ( 104,352 ) ( 13,966 ) Total other (expense) income ( 102,356 ) 1,866 LOSS BEFORE INCOME TAXES ( 403,933 ) ( 188,853 ) Income tax expense - - NET LOSS ( 403,933 ) ( 188,853 ) Other comprehensive (loss) income: Foreign currency translation adjustments ( 578 ) 504 COMPREHENSIVE LOSS $ ( 404,511 ) $ ( 188,349 ) Net loss per share Basic and diluted $ ( 0.00 ) $ ( 0.00 ) Weighted average shares outstanding Basic and diluted 227,688,349 176,297,558 See accompanying notes to consolidated financial statements. F-4 Table of Contents NEW MOMENTUM CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 202 3 AND 202 2 (Currency expressed in United States Dollars (“US$”)) Years ended December 31, 202 3 202 2 Cash flows from operating activities: Net loss $ ( 403,933 ) $ ( 188,853 ) Adjustments to reconcile net loss to net cash used in operating activities: Amortization of convertible note discount 9,848 6,652 Depreciation of right-of-use assets 26,710 24,954 Non-cash lease expense 2,079 1,278 Non-cash financing cost 94,504 7,314 Change in operating assets and liabilities: Accounts receivable 23,299 ( 8,432 ) Deposits, prepayments and other receivables 11,741 ( 11,949 ) Accounts payable ( 5,233 ) 1,495 Accrued liabilities and other payables 65,378 23,363 Net cash used in operating activities ( 175,607 ) ( 144,178 ) Cash flows from financing activities: Advance from (repayment to) a director 156,469 ( 845 ) Advance from a shareholder 5,366 - Proceeds from issuance of convertible note - 215,000 Payment of lease liabilities ( 28,123 ) ( 26,840 ) Net cash generated from financing activities 133,712 187,315 Effect on exchange rate change on cash and cash equivalents ( 576 ) 501 Net change in cash and cash equivalents ( 42,471 ) 43,638 BEGINNING OF YEAR 59,247 15,609 END OF YEAR $ 16,776 $ 59,247 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid for tax $ - $ - Cash paid for interest $ - $ - See accompanying notes to consolidated financial statements. F-5 Table of Contents NEW MOMENTUM CORPORATION CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE YEARS ENDED DECEMBER 31, 202 3 AND 202 2 (Currency expressed in United States Dollars (“US$”), except for number of shares) Preferred Stock Class A Common Stock Additional Accumulated other Total No. of shares Amount No. of shares Amount paid in capital comprehensive losses Accumulated deficit shareholders’ deficit Balance as at January 1, 2022 1 $ - 176,168,548 $ 176,169 $ 4,358,612 $ ( 272 ) $ ( 4,842,608 ) $ ( 308,099 ) Shares issued on convertible notes 1,518,987 1,519 10,481 - - 12,000 Foreign currency translation adjustment - - - - - 504 - 504 Net loss for the year - - - - - - ( 188,853 ) ( 188,853 ) Balance as at December 31, 2022 1 $ - 177,687,535 $ 177,688 $ 4,369,093 $ 232 $ ( 5,031,461 ) $ ( 484,448 ) Balance as at January 1, 2023 1 $ - 177,687,535 $ 177,688 $ 4,369,093 $ 232 $ ( 5,031,461 ) $ ( 484,448 ) Shares issued on convertible notes - - 342,740,757 342,741 ( 111,290 ) - - 231,451 Foreign currency translation adjustment - - - - - ( 578 ) - ( 578 ) Net loss for the year - - - - - - ( 403,933 ) ( 403,933 ) Balance as at December 31, 2023 1 $ - 520,428,292 $ 520,428 $ 4,257,803 $ ( 346 ) $ ( 5,435,394 ) $ ( 657,509 ) See accompanying notes to consolidated financial statements. F-6 Table of Contents NEW MOMENTUM CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 202 3 AND 202 2 (Currency expressed in United States Dollars (“US$”), except for number of shares) 1. DESCRIPTION OF BUSINESS AND ORGANIZATION New Momentum Corporation (the “Company”) was incorporated under the law of the State of Nevada on July 1, 1999. The Company through its subsidiaries, mainly operates a smartphone application to provide the online platform with “Book Now, Pay Later” flight booking service for travelers among over 500 airlines worldwide to search and secured their tickets. 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”) 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. Under the terms and conditions of the Share Exchange Agreement, the Company issued 10,000,000 shares of common stock in consideration for all the issued and outstanding shares in Nemo Holding. Leung Tin Lung David, the Company’s sole officer and director, is the beneficial holder of 6,000,000 common shares, or 60%, of the issued and outstanding shares of Nemo Holding. The effect of the issuance of the 10,000,000 shares issued under the Share Exchange Agreement represents 10.8% of the issued and outstanding shares of common stock of the Company. Both the Company and Nemo Holding are controlled by the same management team. Upon completion of the Share Exchange Transaction, Nemo Holding became a 100 % owned subsidiary of the Company. Because the Company is a shell company, Nemo Holding will comprise the ongoing operations of the combined entity and its senior management will serve as the senior management of the combined entity, Nemo Holding is deemed to be the accounting acquirer for accounting purposes. The transaction will be treated as a recapitalization of the Company. Accordingly, the consolidated assets, liabilities and results of operations of the Company will become the historical financial statements of Nemo Holding, and the Company’s assets, liabilities and results of operations will be consolidated with Nemo Holding beginning on the acquisition date. Nemo Holding was the legal acquiree but deemed to be the accounting acquirer. The Company was the legal acquirer but deemed to be the accounting acquiree in the reverse merger. The historical financial statements prior to the acquisition are those of the accounting acquirer (Nemo Holding). After completion of the Share Exchange Transaction, the Company’s consolidated financial statements include the assets and liabilities, the operations and cash flow of the accounting acquirer. Description of subsidiaries Name Place of incorporation and kind of legal entity Principal activities Particulars of registered/ paid up share capital Effective interest held NEMO Holding Company Limited British Virgin Islands Investment holding 10,000 ordinary shares at par value of US$1 100 % Gagfare Limited Hong Kong Travel agency 500,000 ordinary shares for HK$500,000 100 % Beyond Blue Limited Hong Kong Event organizer 1 ordinary share for HK$1 100 % New Momentum Asia Pte. Ltd. Singapore Investment holding 1 ordinary share of SGD 1 100 % JPOPCOIN Limited Hong Kong Administrative service 5 ordinary shares for HK$5 100 % The Company and its subsidiaries are hereinafter referred to as (the “Company”). The future direction of the Company is to venture into Tourism Investment Projects with a focus on diving, sustainability, conservation, and authenticity, through a curated collection of boutique properties offering a thoroughly contemporary travel experience, but one that is intrinsically linked to the destination, its heritage, its culture and its biodiversity. F-7 Table of Contents 2. GOING CONCERN UNCERTAINTIES 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 $ 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. The Company is currently pursuing additional financing for its operations and future expansion. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations. These raise substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern. 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated financial statements and notes. · Basis presentation These accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”). · Use of estimates and assumptions 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. Actual results may differ from these estimates. · Basis of consolidation The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation. F-8 Table of Contents · Cash and cash equivalents 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 Accounts receivable are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms, generally 30 to 90 days from completion of service. Credit is extended based on evaluation of a customer’s financial condition, the customer credit-worthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. At the end of fiscal year, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company will consider the allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For the receivables that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers. As of December 31, 2023 and 2022, there was no allowance for doubtful accounts. · Revenue recognition The Company adopted Accounting Standards Codification (“ASC ”) 606 – Revenue from Contracts with Customers ” (“ASC 606”). Under ASC 606, a performance obligation is a promise within a contract to transfer a distinct good or service, or a series of distinct goods and services, to a customer. Revenue is recognized when performance obligations are satisfied and the customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for goods or services. Under the standard, a contract’s transaction price is allocated to each distinct performance obligation. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: • identify the contract with a customer; • identify the performance obligations in the contract; • determine the transaction price; • allocate the transaction price to performance obligations in the contract; and • recognize revenue as the performance obligation is satisfied. The Company records its revenue from booking income upon the ticket booking service is rendered to travelers. The Company also records its revenue from the sale of air tickets upon the confirmation and issuance of tickets to the travelers. The Company follows the guidance provided in ASC 606, Revenue from Contracts with Customers, for determining whether the Company is the principal or an agent in arrangements with customers that involve another party that contributes to the provision of goods to a customer. In these instances, the Company determines whether it has promised to provide the goods itself (as principal) or to arrange for the specified goods to be provided by another party (as an agent). This determination is a matter of judgment that depends on the facts and circumstances of each arrangement. 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. F-9 Table of Contents · Income taxes 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. 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. 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. 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. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13. 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. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary. · Uncertain tax positions The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC 740 provisions of Section 740-10-25 for the years ended December 31, 2023 and 2022. · Foreign currencies translation 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. 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. The resulting exchange differences are recorded in the consolidated statement of operations. The reporting currency of the Company is United States Dollar (“US$”) and the accompanying consolidated financial statements have been expressed in US$. In addition, the Company is operating in Hong Kong and Singapore and maintain 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. In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “ Translation of Financial Statement ”, using the exchange rate on the balance sheet date. Revenues and expenses are translated at average rates prevailing during the period. The gains and losses resulting from translation of financial statements of foreign subsidiaries are recorded as a separate component of accumulated other comprehensive income within the statements of changes in shareholders’ equity. Translation of amounts from HKD and SGD into US$ have been made at the following exchange rates for the years ended December 31, 2023 and 2022: December 31, 202 3 December 31, 202 2 Year-end HKD:US$ exchange rate 0.12800 0.12808 Average HKD:US$ exchange rate 0.12773 0.12771 Year-end SGD:US$ exchange rate 0.75752 0.74500 Average SGD:US$ exchange rate 0.74466 0.72549 F-10 Table of Contents · 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 ASC Topic 220, “ Comprehensive Income ”, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. 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. This comprehensive income is not included in the computation of income tax expense or benefit. · Leases 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. 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. The Company has elected not to recognize on the balance sheet leases with terms of one year or less. 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. However, certain adjustments to the right-of-use asset may be required for items such as prepaid or accrued lease payments. The interest rate implicit in lease contracts is typically not readily determinable. 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. In accordance with the guidance in ASC 842, components of a lease should be split into three categories: lease components (e.g. land, building, etc.), non-lease components (e.g. common area maintenance, consumables, etc.), and non-components (e.g. property taxes, insurance, etc.). 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. Lease expense is recognized on a straight-line basis over the lease terms. Lease expense includes amortization of the ROU assets and accretion of the lease liabilities. Amortization of ROU assets is calculated as the periodic lease cost less accretion of the lease liability. The amortized period for ROU assets is limited to the expected lease term. The Company has elected a practical expedient to combine the lease and non-lease components into a single lease component. 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 . · Retirement plan costs 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 are provided. F-11 Table of Contents · Share-based compensation 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. Restricted stock units are valued using the market price of the Company’s common shares on the date of grant. 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 The Company follows the ASC 850-10, Related Party for the identification of related parties and disclosure of related party transactions. Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; 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; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; 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; 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. 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. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; 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; 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; 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. · Commitments and contingencies The Company follows the ASC 450-20, Commitments to report accounting for contingencies. 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. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. 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. 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. 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. F-12 Table of Contents Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. 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. 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. · Fair value of financial instruments 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. 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. 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. 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. The three (3) levels of fair value hierarchy defined by paragraph 820-10-35-37 of the FASB Accounting Standards Codification are described below: Level 1 Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. Level 2 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. Level 3 Pricing inputs that are generally observable inputs and not corroborated by market data. 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. 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. 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. 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. · Recent accounting pronouncements 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. 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. 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. F-13 Table of Contents 4 . R IGHT-OF-USE ASSETS December 31, 2023 2022 Cost of right-of-use assets $ 53,534 $ - Accumulated depreciation ( 26,767 ) - Carrying amount $ 26,767 $ - 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 . 5 . 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. 6 . CONVERTIBLE PROMISSORY NOTE 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; and · 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; F-14 Table of Contents 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. As of December 31, 2023 and 2022, accrued interest amounted to $ 16,593 and $ 7,314 , respectively. 7 . SHAREHOLDERS’ DEFICIT Preferred Stock Authorized shares The Company was authorized to issue 175,000,000 shares of Class A preferred stock at par value of $ 0.001 . Any class of preferred stock may have preferential voting rights, liquidation rights or other rights with respect to the class of common stock. These preferential rights may have anti-takeover effects and may also result in the dilution of the common shareholders; equity interest and earnings per share. F-15 Table of Contents Issued and outstanding shares As of December 31, 2023 and 2022, 1 and 1 share of Class A preferred stock was issued and outstanding. Common Stock Authorized shares 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 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. F-16 Table of Contents 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. F-17 Table of Contents Stock Option 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 . 8 . INCOME TAX The Company mainly operates in Hong Kong and is subject to taxes in the governing jurisdictions in which it operates. The effective tax rate in the period presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rate, as follows: United States of America 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 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, 2023 2022 Loss before income taxes $ ( 228,187 ) $ ( 99,005 ) Statutory income tax rate 21 % 21 % Income tax expense at statutory rate ( 47,919 ) ( 20,791 ) Tax loss – valuation allowance 47,919 20,791 Income tax expense $ - $ - BVI 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. F-18 Table of Contents Singapore NMAPL is registered in Republic of Singapore and is subject to the Singapore corporate income tax at a standard income tax rate of 17 % on the assessable income arising in Singapore during its tax year. No assessable income was generated in Singapore during the year ended December 31, 2023 and there was no provision for income tax. As of December 31, 2023, the operation in Singapore incurred $ 5,386 of cumulative net operating losses which can be carried forward to offset future taxable income with no expiry. 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, 2023 2022 Loss before income taxes $ ( 2,099 ) $ ( 1,929 ) Statutory income tax rate 17 % 17 % Income tax expense at statutory rate ( 357 ) ( 328 ) Non-deductible expenses 357 328 Income tax expense $ - $ - Hong Kong 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. The reconciliation of income tax rate to the effective income tax rate for the years ended December 31, 2023 and 2022 are as follows: Years ended December 31, 202 3 202 2 Loss before income taxes $ ( 165,324 ) $ ( 50,245 ) Statutory income tax rate 16.5 % 16.5 % Income tax expense at statutory rate ( 27,279 ) ( 8,290 ) Tax effect of non-taxable items ( 40 ) ( 2,335 ) Tax effect of non-deductible items 14,386 - Tax loss – valuation allowance 12,933 10,625 Income tax expense $ - $ - F-19 Table of Contents The following table sets forth the significant components of the deferred tax assets of the Company as of December 31, 2023 and 2022: As of December 31, 202 3 202 2 Deferred tax assets: Net operating loss carryforwards - United States $ 1,047,615 $ 999,696 - Hong Kong 57,238 44,896 - Singapore 916 559 1,105,769 1,045,150 Less: valuation allowance ( 1,105,769 ) ( 1,045,150 ) Deferred tax assets, net $ - $ - 9 . NET LOSS PER SHARE Basic net loss per share is computed using the weighted average number of common shares outstanding during the year. 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, 202 3 202 2 Net loss attributable to common shareholders $ ( 403,933 ) $ ( 188,853 ) Weighted average common shares outstanding – Basic and diluted 227,688,349 176,297,558 Net loss per share – Basic and diluted# $ ( 0.00 ) $ ( 0.00 ) # 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. F-20 Table of Contents 10 . PENSION COSTS The Company is required to make contribution to their employees under a government-mandated defined contribution pension scheme for its eligible full-times employees in Hong Kong. The Company is required to contribute a specified percentage of the participants’ relevant income based on their ages and wages level. During the years ended December 31, 2023 and 2022, $ 805 and $ 766 contributions were made accordingly. 1 1 . RELATED PARTY TRANSACTIONS 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. 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 . 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. (“NMAPL”), a wholly owned subsidiary of the Company. Whilst the role of JJ Explorer remained the same, NMAPL was responsible to develop global marketing and business operations of the platform. 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. The agreement, nevertheless was also terminated on October 31, 2022. 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. 1 2 . CONCENTRATIONS OF RISK The Company is exposed to the following concentrations of risk: (a) Major customers 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. F-21 Table of Contents 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, 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. (c) Economic and political risk The Company’s major operations are conducted in Hong Kong. Accordingly, the political, economic, and legal environments in Hong Kong, as well as the general state of Hong Kong’s economy may influence the Company’s business, financial condition, and results of operations. The present global economic climate with rising global tensions, rising costs and fuel shortage which potentially could escalate and result in global inflation may also impact the Company’s business, financial condition, and results of operations. (d) Exchange rate risk The Company cannot guarantee that the current exchange rate will remain steady; therefore there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of HKD and SGD converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice. 1 3 . COMMITMENTS AND 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. 1 4 . 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. F-22 Table of Contents 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. F-23 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE None.