65 unchanged sentences
Director Qualifications
−Removed: We believe that our directors should have the highest professional and personal ethics and values, consistent with our values and standards.
+Added: We believe that our director should have the highest professional and personal ethics and values, consistent with our values and standards.
They should have broad experience at the policy-making level in business or banking.
8 unchanged sentences
Director Independence
−Removed: Our board of directors is currently composed of one member, who does not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market.
+Added: Our board of director is currently composed of one member, who does not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market.
The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us.
37 unchanged sentences
Employment Contracts, Termination of Employment, Change-in-Control Arrangements
−Removed: 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.
+Added: The Company has deferred the commencement of the employment agreements of 2021 with its director and a shareholder.
Option Exercises and Fiscal Year-End Option Value Table.
77 unchanged sentences
Those advances are unsecured, non-interest bearing and are repayable on demand.
−Removed: 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.
−Removed: 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.
−Removed: On January 31, 2021, JJ Explorer agreed to extend the term of additional 5 years up January 31, 2026.
−Removed: 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.
−Removed: (“NMAPL”), a wholly owned subsidiary of the Company.
−Removed: Whilst the role of JJ Explorer remained the same, NMAPL was responsible to develop global marketing and business operations of the platform.
−Removed: 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.
−Removed: The agreement, nevertheless was also terminated on October 31, 2022.
−Removed: 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, 2024 and 2023, the Company paid the salary of $5,382 and $5,365 to the director for his service.
2 unchanged sentences
During the two financial years also, the director provided maintenance services to the Company in respect of its platform free of charge.
+Added: From January 1, 2025, the Company has been provided with free office space by its director.
Director Independence
6 unchanged sentences
PRINCIPAL ACCOUNTING FEES AND SERVICES
−Removed: For the years ended December 31, 2023 and 2022, the total fees charged to the Company for audit services, including quarterly reviews were $39,000 and $37,000, for audit-related services were $0 and $7,000 and for tax services and other services were $0 and $0, respectively.
+Added: For the years ended December 31, 2024 and 2023, the total fees charged to the Company for audit services, including quarterly reviews were 42,000 and $39,000 and for tax services and other services were $0 and $0, respectively.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULE
41 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.