What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-04-15 compared with 2024-04-17 · 36 added, 39 removed, 97 unchanged (44% of the section changed)

3 unchanged sentences

To date the Company has little operations or revenues and consequently has incurred recurring losses from operations.

Minimal revenues are anticipated until we complete the financing we endeavor to obtain, as described in the Form 10-K, and implement our expanded business plan.

The ability of the Company to continue as a going concern is dependent on raising capital to fund our business plan and ultimately to attain profitable operations.

The ability of the Company to continue as a going concern is dependent on director’s support and raising capital to fund our business plan and ultimately to attain profitable operations.

Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern.

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We operate an online ticketing platform named Gagfare.com, which provides a ticketing system for individuals and agencies to search, book and issue flight tickets and other services.

The Company is operating a travel services businesses, which includes an online ticketing platform Gagfare, which provides to travelers a “Book Now, Pay Later” business model, for travelers to secure the best fares and reserve flights well ahead of time.

The Company will also become the driving force behind a bold new hospitality concept that takes nature lovers and intrepid travelers to exciting new and established destinations.

The curated collection of boutique properties, each with a focus on diving, sustainability, conservation, and cultural authenticity, offers a thoroughly contemporary travel experience that is intrinsically linked to the destination, its heritage and its culture.

Platform is undergoing upgrade and estimated to be done by end of 2025

The Company is operating a travel services business, which includes an online ticketing platform Gagfare, which provides to travelers a “Book Now, Pay Later” business model, for travelers to secure the best fares and reserve flights well ahead of time.

RESULTS OF OPERATIONS

We are not required to obtain permission from the Chinese authorities to operate or to issue securities to foreign investors.

We are a development stage company and reported a net loss of $403,933 and $188,853 for the years ended December 31, 2023 and 2022, respectively.

We reported a net loss of $142,880 and $403,933 for the years ended December 31, 2024 and 2023, respectively.

We had current assets of $11,701 and current liabilities of $733,680 as of December 31, 2024.

1 unchanged sentence

Our financial statements for the years ended December 31, 2024 and 2023 have been prepared assuming that we will continue as a going concern.

Our continuation as a going concern is dependent upon improving our profitability, the continuing financial support from our shareholders and raising of capital.

Our continuation as a going concern is dependent upon improving our profitability, the continuing financial support from our shareholders and external financing.

Our sources of capital in the past have included the sale of equity securities, which include common stock sold in private transactions and public offerings, issuance of promissory notes and short-term and long-term debts.

8 unchanged sentences

Total operating expenses

Other (expense) income, net

Other income (expense), net

Loss before income taxes

Income tax expense

We generated revenues of $182,452 and $920,289 for the years ended December 31, 2023 and 2022 respectively, due to the decreased transactions in ticket booking during 2023 and the Company has ceased ticket sales from Sept 2023 to upgrade the platform.

We generated revenues of $6 and $182,452 for the years ended December 31, 2024 and 2023 respectively, as the Company has ceased ticket sales from September 2023.

The nominal income earned in the year ended December 31, 2024 represented booking fees.

Cost of Revenue .

Cost of revenue for the years ended December 31, 2024 and 2023, was $0 and $179,720, respectively.

Cost of revenue decreased primarily as a result of the decrease in our business volume.

Cost of revenue decreased primarily as a result of the decrease in our revenue as mentioned above.

Gross Profit .

We achieved a gross profit of $2,732 and $6,407 for the years ended December 31, 2023 and 2022, respectively, due to the differing mix of customers who earned better margins during the period.

Other (Expense) Income .

We incurred other (expense) income of $(102,356) and $1,866 for the years ended December 31, 2023 and 2022, respectively.

The increase in other expense is primarily attributable to default sum and interest on convertible notes, increase in amortization of convertible notes discount and interest on convertible notes as most of the promissory notes were issued subsequent to June 2022 and matured in 2023.

General and Administrative Expenses (“G&A”) .

We incurred G&A expenses of $304,309 and $197,126 for the years ended December 31, 2023 and 2022, respectively.

The increase in G&A is primarily attributable to increase in legal and professional fee related to business development during 2023, as compared to 2022.

We achieved a gross profit of $6 and $2,732 for the years ended December 31, 2024 and 2023, respectively.

Cost of revenue decreased primarily as a result of the decrease in our revenue as mentioned above.

Other Income (Expense) .

We incurred other income (expense) of $14,313 and $(102,356) for the years ended December 31, 2024 and 2023, respectively.

The increase in other income is primarily attributable to the waiver of interest on convertible notes of $8,612 and nil for the year ended December 2024 and 2023 respectively, and reduction in interest expense in 2024 of $1,084 incurred compared to $104,352 arising from the conversion of convertible notes substantially in 2023.

The other income for the year ended December 31, 2024 also comprised incentives from government for the operation of certain approved tour packages of $17,520, whereas for the year ended December 31, 2023, was $1,424.

Besides, impairment of deposit of $11,191 was recognized for the year ended December 2024.

Total Operating Expenses (“ TOE ”) .

We incurred TOE expenses of $157,199 and $304,309 for the years ended December 31, 2024 and 2023, respectively.

The decrease in TOE is primarily attributable to non-engaging of certain legal and professional consultants relating to business development during the current period, as compared to 2023.

Income Tax Expense .

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Liquidity and Capital Resources

As of December 31, 2023, we had cash and cash equivalents of $16,776, accounts receivable of $906, deposits, prepayments and other receivables of $19,916.

As of December 31, 2024, we had cash and cash equivalents of $7,812, deposits, prepayments and other receivables of $3,889.

As of December 31, 2023, we had cash and cash equivalents of $16,776, accounts receivable of $906, deposits, prepayments and other receivables of $19,916.

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Net Cash Used In Operating Activities.

For the year ended December 31, 2024, net cash used in operating activities was $96,257, which consisted primarily of net loss of $142,880, waiver of interest on convertible note of $8,612, a decrease in accounts payable of $3,743, offset by an increase in accrued liabilities and other payables of $13,413, a decrease in accounts receivables of $906, a decrease in deposits, prepayments and other receivables of $4,836, depreciation of right-of-use asset of $26,798, impairment of deposit of $11,191, non-cash expense related to lease liabilities of $750 and non-cash financing cost of $1,084.

For the year ended December 31, 2023, net cash used in operating activities was $175,607, which consisted primarily of net loss of $403,933, and a decrease in accounts payable of $5,233, offset by a decrease in accounts receivables of $23,299, a decrease in deposits, prepayments and other receivables of $11,741, amortization of convertible note discount of $9,848, depreciation of right-of-use asset of $26,710, non-cash expense related to lease liabilities of $2,079, non-cash financing cost of $94,504, and an increase in accrued liabilities and other payables of $65,378.

For the year ended December 31, 2022, net cash used in operating activities was $144,178, which consisted primarily of net loss of $188,853, an increase in accounts receivables of $8,432, an increase in deposits, prepayments and other receivables of $11,949, offset by amortization of convertible note discount of $6,652, depreciation of right-of-use asset of $24,954, non-cash expense related to lease liabilities of $1,278, non-cash financing cost of $7,314, an increase in accounts payable of $1,495 and an increase in accrued liabilities and other payables of $23,363.

We expect to continue to rely on cash generated through financing from our existing shareholders and private placements of our securities, however, to finance our operations and future acquisitions.

We expect to continue to rely on cash generated through financing from our existing shareholders and private placements of our securities to finance our operations and future acquisitions.

Net Cash Provided By Investing Activities.

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Net Cash Provided By Financing Activities.

For the year ended December 31, 2023, net cash provided by financing activities was $133,712 consisting primarily of $156,469 advance from director and $5,366 advance from shareholder, offset by $28,123 payment of lease liabilities.

For the year ended December 31, 2022, net cash provided by financing activities was $187,315 consisting primarily of $215,000 proceeds from issuance of convertible notes, offset by $26,840 payment of lease liabilities and $845 repayment to director.

For the year ended December 31, 2024, net cash provided by financing activities was $91,223 consisting primarily of $113,883 advance from director and $5,556 advance from a shareholder, offset by $28,216 payment of lease liabilities.

For the year ended December 31, 2023, net cash provided by financing activities was $133,712 consisting primarily of $156,469 advance from director and $5,366 advance from a shareholder, offset by $28,123 payment of lease liabilities.

Working Capital

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Our continuation as a going concern is dependent upon improving our profitability and the continuing financial support from our stockholders.

Our sources of capital may include the sale of equity securities, which include common stock sold in private transactions, capital leases and short-term and long-term debts.

Our sources of capital may also include the sale of equity securities, which include common stock sold in private transactions, capital leases and short-term and long-term debts.

While we believe that we will obtain external financing and the existing shareholders will continue to provide the additional cash to meet our obligations as they become due, there can be no assurance that we will be able to raise such additional capital resources on satisfactory terms.

We require additional funding to meet its ongoing obligations and to fund anticipated operating losses.

We require additional funding to meet our ongoing obligations and to fund anticipated operating losses.

Our auditor has expressed substantial doubt about our ability to continue as a going concern.

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Critical Accounting Policies and Estimates

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 collectibility.

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.

Use of estimates and assumptions

In preparing these unaudited condensed 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 periods reported.

Actual results may differ from these estimates.

Revenue recognition

The Company recognizes revenue from its contracts with customers in accordance with ASC 606 – Revenue from Contracts with Customers.

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.

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recognize revenue as the performance obligation is satisfied.

The transaction price is included in the website and the customers bookings are deemed to be acceptance of the contract.

The transaction price is fixed, and there is no variable consideration.

The management has assessed its performance obligations as a single performance obligation and revenue is recorded upon transfer of control of the services to the customer.

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 also records its revenue from the sale of air tickets upon the upon 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).

In these instances, the Company determines whether it has promised to provide the goods itself (as principal) or to arrange for the specified goods and services 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.

1 unchanged sentence

Subsequent Events

Subsequent to the financial year end, convertible notes with a principal plus default sum of $73,275 were converted to 305,433,566 shares at conversion prices ranging from $0.00026 to $0.00033 per share.

None through date of this filing.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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 7. Management’s Discussion and Analysis