Cover
Cover | 3 Months Ended |
Mar. 31, 2021 | |
Cover [Abstract] | |
Entity Registrant Name | New Momentum Corp. |
Entity Central Index Key | 0001132509 |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | Amendment |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Filer Category | Non-accelerated Filer |
Entity Ex Transition Period | true |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | |||
Cash and cash equivalents | $ 42,512 | $ 64,496 | $ 9,343 |
Accounts receivable | 487 | 374 | 503 |
Deposits, prepayments and other receivables | 19,897 | 19,953 | 11,471 |
Total current assets | 62,896 | 84,823 | 21,317 |
Right-of-use asset | 45,241 | ||
TOTAL ASSETS | 108,137 | 84,823 | 21,317 |
Current liabilities: | |||
Accrued liabilities and other payables | 11,008 | 12,290 | 682 |
Amount due to a related company | 0 | 22,840 | |
Amounts due to directors | 218,840 | 199,949 | 83,377 |
Convertible prommisoy note | 34,111 | 33,444 | |
Lease liabilities | 24,827 | ||
Total current liabilities | 288,786 | 245,683 | 106,899 |
Lease liabilit | 19,310 | ||
TOTAL LIABILITIES | 308,096 | 245,683 | 106,899 |
Commitments and contingencies | 0 | 0 | 0 |
SHAREHOLDERS' DEFICIT | |||
Common stock value | 340,269 | 340,269 | 10,000 |
Additional paid in capital | 4,054,600 | 4,054,600 | |
Accumulated other comprehensive losses | (575) | (884) | (553) |
Accumulated losses | (4,594,253) | (4,554,845) | (95,029) |
Shareholder's Deficit | (199,959) | (160,860) | (85,582) |
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | 108,137 | 84,823 | 21,317 |
Preferred Class A Stock | |||
SHAREHOLDERS' DEFICIT | |||
Preferred stock value | $ 0 | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
STOCKHOLDERS EQUITY: | |||
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, Shares authorized | 500,000,000 | 500,000,000 | 500,000,000 |
Common stock, Shares issued | 340,268,500 | 340,268,500 | 10,000,000 |
Common stock, Shares outstanding | 340,268,500 | 340,268,500 | 10,000,000 |
Preferred Class A Stock | |||
STOCKHOLDERS EQUITY: | |||
Preferred stock par value | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, Shares authorized | 175,000,000 | 175,000,000 | 175,000,000 |
Preferred stock, Shares issued | 0 | 0 | 0 |
Preferred stock, Shares outstanding | 0 | 0 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | ||||
Revenue, net | $ 338,949 | $ 20 | $ 237,980 | $ 183 |
Cost of revenue | (337,826) | 0 | (233,757) | 0 |
Gross profit | 1,123 | 20 | 4,223 | 183 |
Operating expenses: | ||||
General and administrative expenses | (18,475) | (3,538) | (4,111,983) | (23,066) |
Legal and professional fee | (19,884) | 0 | (64,013) | 0 |
Total operating expenses | (38,359) | (3,538) | (4,175,996) | (23,066) |
Loss from operations | (4,171,773) | (22,883) | ||
Other (expense) income | ||||
Government subsidy | 0 | 10,295 | 23,853 | 3,367 |
Interest income | 1 | 5 | ||
Interest expense | (2,172) | 0 | (1,028) | 0 |
Total other (expense) income | (2,172) | 10,295 | 22,826 | 3,372 |
(LOSS) INCOME BEFORE INCOME TAXES | (39,408) | 6,777 | (4,148,947) | (19,511) |
Income tax expense | 0 | 0 | 0 | 0 |
NET (LOSS) INCOME | (39,408) | 6,777 | (4,148,947) | (19,511) |
Other comprehensive income (loss): | ||||
Foreign currency translation gain (loss) | 309 | (123) | (331) | (182) |
COMPREHENSIVE (LOSS) INCOME | $ (39,099) | $ 6,654 | $ (4,149,278) | $ (19,693) |
Net loss per share | ||||
Basic and diluted net loss per share | $ 0 | $ 0 | $ (0.03) | $ 0 |
Weighted average shares outstanding | ||||
Basic and diluted weighted average shares outstanding | 340,268,500 | 10,000,000 | 165,747,163 | 10,000,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flow from operating activities: | ||||
Net loss | $ (39,408) | $ 6,777 | $ (4,148,947) | $ (19,511) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Stock-based compensation for services | 4,074,000 | 0 | ||
Amortization of convertible note discount | 667 | 0 | 444 | 0 |
Depreciation of right-of-use asset | 5,038 | 0 | ||
Change in operating assets and liabilities: | ||||
Accounts receivable | (113) | (21) | 129 | 7,672 |
Deposits, prepayments and other receivables | (8,482) | 7,357 | ||
Accrued liabilities and other payables | (1,282) | 285 | 11,608 | (7,975) |
Lease liabilities | 632 | 0 | ||
Net cash used in operating activities | (34,466) | 7,041 | (71,248) | (12,457) |
Cash flow from financing activities: | ||||
Advances from (repayment to) a director | 18,891 | (2,564) | 116,572 | 54,263 |
Advance from related companies | 0 | 2,784 | ||
Payment of lease liabilities | (6,774) | 0 | ||
Proceed from issuance of convertible bonds | 33,000 | 0 | ||
Repayment to related companies | (22,840) | (37,392) | ||
Net cash generated from financing activities | 12,117 | 220 | 126,732 | 16,871 |
Effect on exchange rate change on cash and cash equivalents | 365 | (175) | (331) | (182) |
Net change in cash and cash equivalents | (21,984) | 7,086 | 55,153 | 4,232 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 64,496 | 9,343 | 9,343 | 5,111 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 42,512 | 16,429 | 64,496 | 9,343 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||
Cash paid for tax | 0 | 0 | 0 | 0 |
Cash paid for interest | $ 0 | $ 0 | $ 0 | $ 0 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT - USD ($) | Total | Common Stock [Member] | Additional Paid-In Capital | Accumulated other comprehensive lossess | Accumulated lossess [Member] |
Balance, shares at Dec. 31, 2018 | 10,000,000 | ||||
Balance, amount at Dec. 31, 2018 | $ (65,889) | $ 10,000 | $ 0 | $ (371) | $ (75,518) |
Foreign currency translation adjustment | (182) | 0 | 0 | (182) | 0 |
Net loss for the year | (19,511) | $ 0 | 0 | 0 | (19,511) |
Net loss for the period | (19,511) | ||||
Balance, shares at Dec. 31, 2019 | 10,000,000 | ||||
Balance, amount at Dec. 31, 2019 | (85,582) | $ 10,000 | 0 | (553) | (95,029) |
Foreign currency translation adjustment | (123) | (123) | |||
Net loss for the period | 6,777 | 6,777 | |||
Balance, shares at Mar. 31, 2020 | 10,000,000 | ||||
Balance, amount at Mar. 31, 2020 | (78,928) | $ 10,000 | (676) | 88,252 | 0 |
Balance, shares at Dec. 31, 2019 | 10,000,000 | ||||
Balance, amount at Dec. 31, 2019 | (85,582) | $ 10,000 | 0 | (553) | (95,029) |
Foreign currency translation adjustment | (331) | 0 | 0 | (331) | 0 |
Net loss for the year | (4,148,947) | $ 0 | 0 | 0 | (4,148,947) |
Net loss for the period | (4,148,947) | ||||
Shares issued for acquisition of legal acquirer, shares | 310,868,500 | ||||
Shares issued for acquisition of legal acquirer, amount | 0 | $ 310,869 | 0 | 0 | (310,869) |
Issuance of shares for service rendered, shares | 19,400,000 | ||||
Issuance of shares for service rendered, amount | 4,074,000 | $ 19,400 | 4,054,600 | 0 | 0 |
Balance, shares at Dec. 31, 2020 | 340,268,500 | ||||
Balance, amount at Dec. 31, 2020 | (160,860) | $ 340,269 | 4,054,600 | (884) | (4,554,845) |
Foreign currency translation adjustment | 309 | 0 | 309 | 0 | |
Net loss for the period | (39,408) | 0 | 0 | (39,408) | |
Balance, shares at Mar. 31, 2021 | 340,268,500 | ||||
Balance, amount at Mar. 31, 2021 | $ (199,959) | $ 4,054,600 | $ (575) | $ (4,594,253) | $ (4,594,253) |
DESCRIPTION OF BUSINESS AND ORG
DESCRIPTION OF BUSINESS AND ORGANIZATION | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
DESCRIPTION OF BUSINESS AND ORGANIZATION | ||
NOTE 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 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 share of HK$500,000 100% Beyond Blue Limited Hong Kong Event organizer 1 ordinary share of 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 share of HK$5 100% The Company and its subsidiaries are hereinafter referred to as (the “Company”). | New Momentum Corporation (formerly known as Eason Education Kingdom Holdings, Inc.) (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”), by and among the Company, Nemo Holding Company Limited, a British Virgin Islands corporation (“Nemo Holding”), and the holders of common shares of Nemo Holding. 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. During the year ended December 31, 2020, the Company established two subsidiaries namely New Momentum Asia Pte. Ltd, a Singapore corporation and JPOPCOIN Limited, a Hong Kong corporation, respectively, for business expansion. 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 for 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”). |
GOING CONCERN UNCERTAINTIES
GOING CONCERN UNCERTAINTIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
GOING CONCERN UNCERTAINTIES | ||
NOTE 2- GOING CONCERN UNCERTAINTIES | The accompanying condensed 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 shareholders’ deficit of $199,959 and net current liabilities of $180,649 at March 31, 2021. In addition, with respect to the ongoing and evolving coronavirus (COVID-19) outbreak, which was designated as a pandemic by the World Health Organization on March 11, 2020, the outbreak has caused substantial disruption in international economies and global trades and if repercussions of the outbreak are prolonged, could have a significant adverse impact on the Company’s business. The continuation of the Company as a going concern through March 31, 2021 is dependent upon the continued financial support from its stockholders. Management believes the Company is currently pursuing additional financing for its operations. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations. These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These condensed 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. | 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 shareholders’ deficit of $160,860 and net current liabilities of $160,860 at December 31, 2020. In addition, with respect to the ongoing and evolving coronavirus (COVID-19) outbreak, which was designated as a pandemic by the World Health Organization on March 11, 2020, the outbreak has caused substantial disruption in international economies and global trades and if repercussions of the outbreak are prolonged, could have a significant adverse impact on the Company’s business. The continuation of the Company as a going concern through December 31, 2021 is dependent upon the continued financial support from its shareholders. Management believes the Company is currently pursuing additional financing for its operations. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations. These and other factors 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | The accompanying condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying condensed consolidated financial statements and notes. · Basis of presentation These accompanying condensed consolidated financial statements have been prepared in U.S. Dollars in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the financial statements not misleading have been included. Operating results for the interim period ended March 31, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2021. The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis, and the financial statements and notes thereto included in the Company’s Form 10-K, as filed with the SEC on March 25, 2021. · Use of estimates and assumptions In preparing these 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 years reported. Actual results may differ from these estimates. · Basis of consolidation The condensed consolidated financial statements include the financial statements of the Company and its subsidiary. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation. · 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 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 March 31, 2020 and December 31, 2020, there was no allowance for doubtful accounts. · Revenue recognition The Company adopted Accounting Standards Codification (“ASC ”) 606 – Revenue from Contracts with Customers 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 revene from the sale of air tickets upon the confirmation and issuance of tickets to the travelers. · Income taxes The Company adopted the ASC 740 Income tax 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 three months ended March 31, 2021 and 2020. · 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 condensed consolidated statement of operations. The reporting currency of the Company is United States Dollar (“US$”) and the accompanying condensed consolidated financial statements have been expressed in US$. In addition, the Company is operating in Hong Kong and maintain its books and record in its local currency, Hong Kong Dollars (“HKD”), which is a functional currency as being the primary currency of the economic environment in which their operations are conducted. In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “ Translation of Financial Statement Translation of amounts from HKD into US$ has been made at the following exchange rates for the nine months ended March 31, 2021 and 2020: March 31, 2021 March 31, 2020 Period-end HKD:US$ exchange rate 0.12863 0.12899 Period average HKD:US$ exchange rate 0.12892 0.12869 Period-end SGD:US$ exchange rate 0.74331 - Period average SGD:US$ exchange rate 0.75071 - · Comprehensive income ASC Topic 220, “ Comprehensive Income · Leases The Company adopted Topic 842, Leases 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. · Related parties The Company follows the ASC 850-10, Related Party 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 condensed 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 condensed 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 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 condensed 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. 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. Simplifying the Accounting for Debt with Conversion and Other Options. In June 2020, the FASB issued ASU 2020-06 to simplify the accounting in ASC 470, “ Debt with Conversion and Other Options” Contracts in Equity’s Own Entity” Financial Instruments In June 2016, the FASB issued ASU 2016-13, “ Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), Simplifying the Accounting for Income Taxes In December 2019, the FASB issued ASU 2019-12 to simplify the accounting in ASC 740, “ Income Taxes Earnings Per Share In April 2021, the FASB issued ASU 2021-04, which included Topic 260 “ Earnings Per Share The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations. | 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 of 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. · 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 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, 2020 and 2019, there was no allowance for doubtful accounts. · Revenue recognition The Company adopted Accounting Standards Codification (“ASC”) 606 – Revenue from Contracts with Customers” 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. • 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, 2020 and 2019. · 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$, in accordance with ASC Topic 830-30, “ Translation of Financial Statement Translation of amounts from HKD and SGD into US$ have been made at the following exchange rates for the years ended December 31, 2020 and 2019: December 31, 2020 December 31, 2019 Year-end HKD:US$ exchange rate 0.12899 0.12842 Average HKD:US$ exchange rate 0.12894 0.12764 Year-end SGD:US$ exchange rate 0.75645 - Average SGD:US$ exchange rate 0.74365 - · 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 · Leases The Company adopted Topic 842, Leases 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 is provided. · Share-based compensation The Company follows ASC 718, Compensation—Stock Compensation · Related parties The Company follows the ASC 850-10, Related Party 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 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. 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. Recently Adopted Accounting Standards In June 2016, the FASB issued guidance that affects loans, trade receivables and any other financial assets that have the contractual right to receive cash. Under the new guidance, an entity is required to recognize expected credit losses rather than incurred losses for financial assets. The new guidance is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. The Company adopted the new guidance effective January 1, 2020, with no material impact to the Company’s consolidated financial position, results of operations or cash flows. In August 2018, the FASB issued guidance which modifies certain disclosure requirements over fair value measurements. The guidance is effective for fiscal years beginning after December 15, 2019, including all interim periods within that fiscal year. The Company adopted the new guidance effective January 1, 2020. The Company does not currently classify any of its derivative contracts or restoration plan assets as Level 3 assets or liabilities, nor did the Company have any transfers amongst fair value levels during the year ended December 31, 2020. As a result, the guidance did not have an impact on Company’s the fair value measurement disclosures upon adoption. In January 2017, the FASB issued guidance which eliminates the second step from the traditional two-step goodwill impairment test. Under current guidance, an entity performed the first step of the goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount; if an impairment loss was indicated, the entity computed the implied fair value of goodwill to determine whether an impairment loss existed, and if so, the amount to recognize. Under the new guidance, an impairment loss is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value (the Step 1 test), with no further testing required. Any impairment loss recognized is limited to the amount of goodwill allocated to the reporting unit. The new guidance is effective for public companies that are Securities and Exchange Commission (“SEC”) registrants for fiscal years beginning after December 15, 2019. The Company adopted the new guidance on January 1, 2020, and applied the guidance prospectively to its goodwill impairment tests. Accounting Standards Not Yet Adopted as of December 31, 2020 In December 2019, the FASB issued new guidance to simplify the accounting for income taxes by removing certain exceptions to the general principles and also simplification of areas such as franchise taxes, step-up in tax basis goodwill, separate entity financial statements and interim recognition of enactment of tax laws or rate changes. The new guidance is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of this new guidance on its consolidated financial statements. In March 2020, the FASB issued guidance to address certain accounting consequences from the anticipated transition from the use of the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. The new guidance contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance is optional and may be elected over time as reference rate reform activities occur. During the year ended December 31, 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based on matches the index of the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. |
LEASE
LEASE | 3 Months Ended |
Mar. 31, 2021 | |
LEASE | |
NOTE 4 - LEASE | The Company leased office under various non-cancelable operating leases expiring at the term of 2 years, through December 31, 2022. Right of use assets and lease liability – right of use are as follows: March 31 2021 December 31, 2020 (Audited) Right-of-use assets $ 45,241 $ - The lease liability – right of use is as follows: March 31 2021 December 31, 2020 (Audited) Current portion $ 24,827 $ - Non-current portion 19,310 - Total lease liabilities 44,137 - As of March 31, 2021, the operating lease payment of $27,034 will become matured in the next 12 months. |
AMOUNT DUE TO DIRECTORS
AMOUNT DUE TO DIRECTORS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
AMOUNT DUE TO DIRECTORS | ||
NOTE 4 - AMOUNT DUE TO DIRECTORS | The amount represented temporary advances to the Company by its directors, which was unsecured, interest-free and had no fixed terms of repayments. | As of December 31, 2020 and 2019, the Company owed to its directors in the amount of $199,949 and $83,377, respectively. The amounts are unsecured, non-interest bearing and have no fixed terms of repayment. Imputed interest from related party loans is not significant. As of December 31, 2020 and 2019, the Company owed to the related company which is controlled by the Company’s directors in the amount of $0 and $22,840, respectively. The amounts are unsecured, non-interest bearing and have no fixed terms of repayment. Imputed interest from related party loans is not significant. |
CONVERTIBLE PROMISSORY NOTE
CONVERTIBLE PROMISSORY NOTE | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
CONVERTIBLE PROMISSORY NOTE | ||
NOTE 5 - CONVERTIBLE PROMISSORY NOTE | On October 27, 2020, the Company and EMA Financial, LLC, (“EMA”) entered into a Securities Purchase Agreement, whereby the Company issued a note to EMA (the “EMA Note”) in the original principal amount of $35,000. The EMA Note contains an original issue discount of $2,000 which will be reflected as a debt discount and amortized over the nine months Note term. The EMA Note is convertible into shares of the common stock of the Company at a price equal to 55% of the lowest trading price of the Company’s common stock for the twenty (20) consecutive trading days immediately preceding to the conversion date. The EMA Note bears interest at 10% per annum and is due on July 27, 2021. As of March 31, 2021 and December 31, 2020, accrued interest amounted to $1,458 and $584, respectively. For the three months ended March 31, 2021 and 2020, the amortization of discount was $874 and $0, respectively. | On October 27, 2020, the Company and EMA Financial, LLC, (“EMA”) entered into a Securities Purchase Agreement, whereby the Company issued a note to EMA (the “EMA Note”) in the original principal amount of $35,000. The EMA Note contains an original issue discount of $2,000 which will be reflected as a debt discount and amortized over the nine months Note term. The EMA Note is convertible into shares of the common stock of the Company at a price equal to 55% of the lowest trading price of the Company’s common stock for the twenty (20) consecutive trading days immediately preceding to the conversion date. The EMA Note bears interest at 10% per annum and is due on July 27, 2021. As of December 31, 2020 and 2019, accrued interest amounted to $584 and $0, respectively. For the year ended December 31, 2020 and 2019, the amortization of discount was $444 and $0, respectively. |
SHAREHOLDERS DEFICIT
SHAREHOLDERS DEFICIT | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
SHAREHOLDERS DEFICIT | ||
NOTE 6 - SHAREHOLDERS' DEFICIT | Authorized shares As of March 31, 2021 and December 31, 2020, the Company authorized two classes of stock; 500,000,000 shares of common stock at par value of $0.001 and 175,000,000 shares of Class A preferred stock at par value of $0.001. Issued and outstanding shares There are 340,268,500 common shares issued and outstanding as of March 31, 2021 and December 2020. | 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 stockholders; equity interest and earnings per share. Issued and outstanding shares As of December 31, 2020 and 2019, no Class A preferred stock was issued and outstanding. Common Stock Authorized shares The Company was authorized to issue 500,000,000 shares of common stock at par value of $0.001. Issued and outstanding shares On October 23, 2020, the Company issued 19,400,000 shares of common stock at $0.21 per share under the Plan to compensate certain consultants and service providers in rendering the services to the Company in the amount of $4,074,000 and charged to the operations. As of December 31, 2020, 340,268,500 common shares issued and outstanding. Stock Option Plan On October 19, 2020, the Company approved the 2020 Stock Incentive Plan (the “Plan”) and authorized the director to issue the maximum shares of common stock of 20,000,000 shares at a price of $0.21 per share under the Plan. On October 23, 2020, the Company issued 19,400,000 shares of common stock at $0.21 per share under the Plan to compensate certain consultants and service providers in rendering the services to the Company. As of December 31, 2020, 600,000 shares are not issued under the Plan. |
INCOME TAX
INCOME TAX | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
INCOME TAX | ||
NOTE 7 - INCOME TAX | The Company mainly operates in Hong Kong that 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. The U.S. Tax Cuts and Jobs Act (the “Tax Reform Act”) was signed into law. The Tax Reform Act significantly revised the U.S. corporate income tax regime by, among other things, lowering the U.S. corporate tax rate from 35% to 21% effective January 1, 2018. The Company’s policy is to recognize accrued interest and penalties related to unrecognized tax benefits in its income tax provision. The Company has not accrued or paid interest or penalties which were not material to its results of operations for the periods presented. Deferred tax asset is not provided for as the tax losses may not be able to carry forward after a change in substantial ownership of the Company in July 2020. BVI Under the current BVI law, the Company is not subject to tax on income. Singapore The Company’s operating subsidiary 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 three months ended March 31, 2021 and there was no provision for income tax. Hong Kong The Company’s subsidiary operating in Hong Kong is 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 three months ended March 31, 2021 and 2020 is as follows: Three months ended March 31, 2021 2020 (Loss) income before income taxes $ (17,805 ) $ 6,777 Statutory income tax rate 16.5 % 16.5 % Income tax expense at statutory rate (2,938 ) 1,118 Tax loss ultilized - (1,118 ) Net operating loss 2,938 - Income tax expense $ - $ - As of March 31, 2021 and December 31, 2020, the operation in Hong Kong incurred $145,733 and $127,927 of cumulative net operating losses which can be carried forward to offset future taxable income at no expiry. The Company has provided for a full valuation allowance against the deferred tax assets of $24,046 and $21,108 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. | Income (loss) before income taxes within or outside the United States are shown below: Years ended December 31, 2020 2019 Domestic $ (4,139,578 ) $ - Foreign (9,369 ) (19,511 ) Total $ (4,148,947 ) $ (19,511 ) The provision (benefit) for income taxes as shown in the accompanying consolidated statements of income consists of the following: Years ended December 31, 2020 2019 Current: $ - $ - Domestic - - Foreign - - Deferred: Domestic - - Foreign - - Provision for income taxes $ - $ - The effective tax rate in the years presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rate. The Company operates in various countries: United States of America and Hong Kong that are subject to taxes in the jurisdictions in which they operate, as follows: United States of America NNAX is registered in the State of Nevada and is subject to US federal corporate income tax. The U.S. Tax Cuts and Jobs Act (the “Tax Reform Act”) was signed into law. The Tax Reform Act significantly revised the U.S. corporate income tax regime by, among other things, lowering the U.S. corporate tax rate from 35% to 21% effective January 1, 2018. The Company’s policy is to recognize accrued interest and penalties related to unrecognized tax benefits in its income tax provision. The Company has not accrued or paid interest or penalties which were not material to its results of operations for the periods presented. Deferred tax asset is not provided for as the tax losses may not be able to carry forward after a change in substantial ownership of the Company in July 2020. As of December 31, 2020, the operations in the United States of America incurred $4,924,704 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards begin to expire in 2040, if unutilized. The Company has provided for a full valuation allowance against the deferred tax assets of $1,034,188 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. ASC 740, Accounting for Income Taxes BVI Under the current BVI law, the Company is not subject to tax on income. Singapore The Company’s operating subsidiary 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, 2020 and there was no provision for income tax. Hong Kong The Company’s subsidiaries operating in Hong Kong is 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, 2020 and 2019 is as follows: Years ended December 31, 2020 2019 Loss before income taxes $ (5,687 ) $ (19,511 ) Statutory income tax rate 16.5 % 16.5 % Income tax expense at statutory rate (938 ) (3,219 ) Tax effect of non-taxable items (3,936 ) (555 ) Net operating loss 4,874 3,774 Income tax expense $ - $ - The following table sets forth the significant components of the deferred tax assets of the Company as of December 31, 2020 and 2019: As of December 31, 2020 2019 Deferred tax assets: Net operating loss carryforwards - United States $ 1,034,188 $ - - Hong Kong 21,108 16,234 - Singapore 82 - 1,055,378 16,234 Less: valuation allowance (1,055,378 ) (16,234 ) Deferred tax assets, net $ - $ - |
NET LOSS PER SHARE
NET LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2020 | |
NET LOSS PER SHARE | |
NOTE 8 - NET LOSS PER SHARE | Basic net loss per share is computed using the weighted average number of common shares outstanding during the year. The dilutive effect of potential common shares outstanding is included in diluted net loss per share. The following table sets forth the computation of basic and diluted net loss per share for the years ended December 31, 2020 and 2019: Years ended December 31, 2020 2019 Net loss attributable to common shareholders $ (4,148,947 ) $ (19,511 ) Weighted average common shares outstanding – Basic and diluted 165,747,163 10,000,000 Net loss per share – Basic and diluted $ (0.03 ) $ (0.00 ) |
PENSION COSTS
PENSION COSTS | 12 Months Ended |
Dec. 31, 2020 | |
PENSION COSTS | |
NOTE 9 - 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, 2020 and 2019, $280 and $0 contributions were made accordingly. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
RELATED PARTY TRANSACTIONS | ||
NOTE 10 - RELATED PARTY TRANSACTIONS | From time to time, the directors of the Company advanced funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and had no fixed terms of repayment. During the three months ended March 31, 2021 and 2020, the Company has been provided free office space by its shareholder. The management determined that such cost is nominal and did not recognize the rent expense in its condensed consolidated financial statements. 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, to be expired on January 31, 2021. In return, 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. For the three months ended March 31, 2021 and 2020, the Company did not record the service charges and paid to JJ Explorer. As of March 31, 2021 and December 31, 2020, the Company owed to directors $218,840 and $199,949, respectively. The amounts due to the related parties are unsecured, non-interest bearing and have no fixed terms of repayment. Apart from the transactions and balances detailed elsewhere in these accompanying condensed consolidated financial statements, the Company has no other significant or material related party transactions during the periods presented. | From time to time, the directors of the Company advanced funds to the Company for working capital purpose. Those advances are unsecured, non-interest bearing and had no fixed terms of repayment. During the years ended December 31, 2020 and 2019, the Company has been provided free office space by its shareholder. The management determined that such cost is nominal and did not recognize the rent expense in its consolidated financial statements. 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, to be expired on January 31, 2021. On January 31, 2021, JJ Explorer agreed to extend the term of additional 5 years, up January 31, 2026. In return, 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. For the years ended December 31, 2020 and 2019, the Company did not record the service charges and paid to JJ Explorer. 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. |
CONCENTRATIONS OF RISK
CONCENTRATIONS OF RISK | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
CONCENTRATIONS OF RISK | ||
NOTE 11 - CONCENTRATIONS OF RISK | The Company is exposed to the following concentrations of risk: (a) Major customers For the three and nine months ended March 31, 2021 and 2020, there was no single customer exceeding 10% of the Company’s revenue. (b) 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. (c) 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 converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice. | The Company is exposed to the following concentrations of risk: (a) Major customers For the years ended December 31, 2020 and 2019, there was no single customer exceeding 10% of the Company’s revenue. (b) 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. (c) 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. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
COMMITMENTS AND CONTINGENCIES | ||
NOTE 12 -COMMITMENTS AND CONTINGENCIES | As of March 31, 2021, the Company has no material commitments or contingencies. | As of December 31, 2020 and 2019, the Company has no material commitments or contingencies. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
SUBSEQUENT EVENTS | ||
NOTE 13 - SUBSEQUENT EVENTS | On April 13, 2021, the Company entered into a Stock Purchase Agreement with Leung Tin Lung David, the Company’s sole director, President and Chief Executive Officer, and majority stockholder, pursuant to which the Company sold to Mr. Leung one share of Series A Preferred Stock in exchange for 169,000,000 shares of common stock of the Company. The Company subsequently canceled and returned to its authorized capital stock the 169,000,000 shares of common stock purchased from Mr. Leung. In accordance with ASC Topic 855, “ 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, 2020, up through March 26, 2021, the Company issued the audited consolidated financial statements. The Company determined that there are no further events to disclose. On March 11, 2021, the Company filed the Certificate of Designation to create and authorize Series A Preferred Stock. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Basis of presentation | These accompanying condensed consolidated financial statements have been prepared in U.S. Dollars in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the financial statements not misleading have been included. Operating results for the interim period ended March 31, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2021. The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis, and the financial statements and notes thereto included in the Company’s Form 10-K, as filed with the SEC on March 25, 2021. | 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 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 years reported. Actual results may differ from these estimates. | In preparing these 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 years reported. Actual results may differ from these estimates. |
Basis of consolidation | The condensed consolidated financial statements include the financial statements of the Company and its subsidiary. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation. | The condensed consolidated financial statements include the financial statements of the Company and its subsidiary. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation. |
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. | 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 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 March 31, 2020 and December 31, 2020, there was no allowance for doubtful accounts. | 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 March 31, 2020 and December 31, 2020, there was no allowance for doubtful accounts. |
Revenue Recognition | The Company adopted Accounting Standards Codification (“ASC ”) 606 – Revenue from Contracts with Customers 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 revene from the sale of air tickets upon the confirmation and issuance of tickets to the travelers. | The Company adopted Accounting Standards Codification (“ASC ”) 606 – Revenue from Contracts with Customers 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 revene from the sale of air tickets upon the confirmation and issuance of tickets to the travelers. |
Income Taxes | The Company adopted the ASC 740 Income tax 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. | The Company adopted the ASC 740 Income tax 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 three months ended March 31, 2021 and 2020. | 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 three months ended March 31, 2021 and 2020. |
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 condensed consolidated statement of operations. The reporting currency of the Company is United States Dollar (“US$”) and the accompanying condensed consolidated financial statements have been expressed in US$. In addition, the Company is operating in Hong Kong and maintain its books and record in its local currency, Hong Kong Dollars (“HKD”), which is 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$, in accordance with ASC Topic 830-30, “ Translation of Financial Statement Translation of amounts from HKD into US$ has been made at the following exchange rates for the nine months ended March 31, 2021 and 2020: March 31, 2021 March 31, 2020 Period-end HKD:US$ exchange rate 0.12863 0.12899 Period average HKD:US$ exchange rate 0.12892 0.12869 Period-end SGD:US$ exchange rate 0.74331 - Period average SGD:US$ exchange rate 0.75071 - | 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 condensed consolidated statement of operations. The reporting currency of the Company is United States Dollar (“US$”) and the accompanying condensed consolidated financial statements have been expressed in US$. In addition, the Company is operating in Hong Kong and maintain its books and record in its local currency, Hong Kong Dollars (“HKD”), which is 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$, in accordance with ASC Topic 830-30, “ Translation of Financial Statement Translation of amounts from HKD into US$ has been made at the following exchange rates for the nine months ended March 31, 2021 and 2020: March 31, 2021 March 31, 2020 Period-end HKD:US$ exchange rate 0.12863 0.12899 Period average HKD:US$ exchange rate 0.12892 0.12869 Period-end SGD:US$ exchange rate 0.74331 - Period average SGD:US$ exchange rate 0.75071 - |
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 | ASC Topic 220, “ Comprehensive Income |
Leases | The Company adopted Topic 842, Leases 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. | The Company adopted Topic 842, Leases 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 is provided. | |
Share-based compensation | The Company follows ASC 718, Compensation—Stock Compensation | |
Related parties | The Company follows the ASC 850-10, Related Party 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 condensed 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 condensed 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. | The Company follows the ASC 850-10, Related Party 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 condensed 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 condensed 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 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 condensed 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. 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. | The Company follows the ASC 450-20, Commitments 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 condensed 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. 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. | 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. Simplifying the Accounting for Debt with Conversion and Other Options. In June 2020, the FASB issued ASU 2020-06 to simplify the accounting in ASC 470, “ Debt with Conversion and Other Options” Contracts in Equity’s Own Entity” Financial Instruments In June 2016, the FASB issued ASU 2016-13, “ Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), Simplifying the Accounting for Income Taxes In December 2019, the FASB issued ASU 2019-12 to simplify the accounting in ASC 740, “ Income Taxes Earnings Per Share In April 2021, the FASB issued ASU 2021-04, which included Topic 260 “ Earnings Per Share The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations. | 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. Simplifying the Accounting for Debt with Conversion and Other Options. In June 2020, the FASB issued ASU 2020-06 to simplify the accounting in ASC 470, “ Debt with Conversion and Other Options” Contracts in Equity’s Own Entity” Financial Instruments In June 2016, the FASB issued ASU 2016-13, “ Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), Simplifying the Accounting for Income Taxes In December 2019, the FASB issued ASU 2019-12 to simplify the accounting in ASC 740, “ Income Taxes Earnings Per Share In April 2021, the FASB issued ASU 2021-04, which included Topic 260 “ Earnings Per Share The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations. |
Recently Adopted Accounting Standards | In June 2016, the FASB issued guidance that affects loans, trade receivables and any other financial assets that have the contractual right to receive cash. Under the new guidance, an entity is required to recognize expected credit losses rather than incurred losses for financial assets. The new guidance is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. The Company adopted the new guidance effective January 1, 2020, with no material impact to the Company’s consolidated financial position, results of operations or cash flows. In August 2018, the FASB issued guidance which modifies certain disclosure requirements over fair value measurements. The guidance is effective for fiscal years beginning after December 15, 2019, including all interim periods within that fiscal year. The Company adopted the new guidance effective January 1, 2020. The Company does not currently classify any of its derivative contracts or restoration plan assets as Level 3 assets or liabilities, nor did the Company have any transfers amongst fair value levels during the year ended December 31, 2020. As a result, the guidance did not have an impact on Company’s the fair value measurement disclosures upon adoption. In January 2017, the FASB issued guidance which eliminates the second step from the traditional two-step goodwill impairment test. Under current guidance, an entity performed the first step of the goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount; if an impairment loss was indicated, the entity computed the implied fair value of goodwill to determine whether an impairment loss existed, and if so, the amount to recognize. Under the new guidance, an impairment loss is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value (the Step 1 test), with no further testing required. Any impairment loss recognized is limited to the amount of goodwill allocated to the reporting unit. The new guidance is effective for public companies that are Securities and Exchange Commission (“SEC”) registrants for fiscal years beginning after December 15, 2019. The Company adopted the new guidance on January 1, 2020, and applied the guidance prospectively to its goodwill impairment tests. | |
Accounting Standards Not Yet Adopted as of December 31, 2020 | In December 2019, the FASB issued new guidance to simplify the accounting for income taxes by removing certain exceptions to the general principles and also simplification of areas such as franchise taxes, step-up in tax basis goodwill, separate entity financial statements and interim recognition of enactment of tax laws or rate changes. The new guidance is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of this new guidance on its consolidated financial statements. In March 2020, the FASB issued guidance to address certain accounting consequences from the anticipated transition from the use of the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. The new guidance contains practical expedients for reference rate reform related activities that impact debt, leases, derivatives and other contracts. The guidance is optional and may be elected over time as reference rate reform activities occur. During the year ended December 31, 2020, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based on matches the index of the corresponding derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. The Company continues to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur. |
DESCRIPTION OF BUSINESS AND O_2
DESCRIPTION OF BUSINESS AND ORGANIZATION (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
DESCRIPTION OF BUSINESS AND ORGANIZATION | ||
Schedule of 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 share of HK$500,000 100% Beyond Blue Limited Hong Kong Event organizer 1 ordinary share of 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 share of HK$5 100% | 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 for SGD 1 100% JPOPCOIN Limited Hong Kong Administrative service 5 ordinary shares for HK$5 100% |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Schedule of Foreign currencies translation | March 31, 2021 March 31, 2020 Period-end HKD:US$ exchange rate 0.12863 0.12899 Period average HKD:US$ exchange rate 0.12892 0.12869 Period-end SGD:US$ exchange rate 0.74331 - Period average SGD:US$ exchange rate 0.75071 - | December 31, 2020 December 31, 2019 Year-end HKD:US$ exchange rate 0.12899 0.12842 Average HKD:US$ exchange rate 0.12894 0.12764 Year-end SGD:US$ exchange rate 0.75645 - Average SGD:US$ exchange rate 0.74365 - |
LEASE (Tables)
LEASE (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
LEASE | |
Schedule of lease liability | March 31 2021 December 31, 2020 (Audited) Current portion $ 24,827 $ - Non-current portion 19,310 - Total lease liabilities 44,137 - |
Schedule of right of use assets and lease liability | March 31 2021 December 31, 2020 (Audited) Right-of-use assets $ 45,241 $ - |
INCOME TAX (Tables)
INCOME TAX (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
INCOME TAX | ||
Summary of loss before income taxes | Three months ended March 31, 2021 2020 (Loss) income before income taxes $ (17,805 ) $ 6,777 Statutory income tax rate 16.5 % 16.5 % Income tax expense at statutory rate (2,938 ) 1,118 Tax loss ultilized - (1,118 ) Net operating loss 2,938 - Income tax expense $ - $ - | Years ended December 31, 2020 2019 Domestic $ (4,139,578 ) $ - Foreign (9,369 ) (19,511 ) Total $ (4,148,947 ) $ (19,511 ) |
Schedule of deferred tax assets | As of December 31, 2020 2019 Deferred tax assets: Net operating loss carryforwards - United States $ 1,034,188 $ - - Hong Kong 21,108 16,234 - Singapore 82 - 1,055,378 16,234 Less: valuation allowance (1,055,378 ) (16,234 ) Deferred tax assets, net $ - $ - | |
Schedule of provision for income taxes | Years ended December 31, 2020 2019 Current: $ - $ - Domestic - - Foreign - - Deferred: Domestic - - Foreign - - Provision for income taxes $ - $ - | |
Schedule of income tax expense | Years ended December 31, 2020 2019 Loss before income taxes $ (5,687 ) $ (19,511 ) Statutory income tax rate 16.5 % 16.5 % Income tax expense at statutory rate (938 ) (3,219 ) Tax effect of non-taxable items (3,936 ) (555 ) Net operating loss 4,874 3,774 Income tax expense $ - $ - |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
NET LOSS PER SHARE | |
Schedule of net loss per share | Years ended December 31, 2020 2019 Net loss attributable to common shareholders $ (4,148,947 ) $ (19,511 ) Weighted average common shares outstanding – Basic and diluted 165,747,163 10,000,000 Net loss per share – Basic and diluted $ (0.03 ) $ (0.00 ) |
DESCRIPTION OF BUSINESS AND O_3
DESCRIPTION OF BUSINESS AND ORGANIZATION (Details) - shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Nemo Holding Company limited [Member] | ||
Place of incorporation and kind of legal entity | British Virgin Islands | British Virgin Islands |
Principal activities | Investment holding | Investment holding |
Particulars of registered/ paid up share | 10,000 | 10,000 |
Effective interest held | 100.00% | 100.00% |
JPOPCOIN Limited [Member] | ||
Place of incorporation and kind of legal entity | Hong kong | Hong kong |
Principal activities | Administrative service | Administrative service |
Particulars of registered/ paid up share | 5 | 5 |
Effective interest held | 100.00% | 100.00% |
Beyond Blue Limited [Member] | ||
Place of incorporation and kind of legal entity | Hong kong | Hong kong |
Principal activities | Event organizer | Event organizer |
Particulars of registered/ paid up share | 1 | 1 |
Effective interest held | 100.00% | 100.00% |
New Momentum Asia Pte. Ltd. [Member] | ||
Place of incorporation and kind of legal entity | Singapore | Singapore |
Principal activities | Investment holding | Investment holding |
Particulars of registered/ paid up share | 1 | 1 |
Effective interest held | 100.00% | 100.00% |
Gagfare Limited [Member] | ||
Place of incorporation and kind of legal entity | Hong kong | Hong kong |
Principal activities | Travel Agency | Travel Agency |
Particulars of registered/ paid up share | 500,000 | 500,000 |
Effective interest held | 100.00% | 100.00% |
DESCRIPTION OF BUSINESS AND O_4
DESCRIPTION OF BUSINESS AND ORGANIZATION (Details narrative) | Jul. 06, 2020shares |
Nemo Holding Company limited [Member] | |
Common stock share issued for shares exchange | 10,000,000 |
Share exchange agreement description | 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. |
Leung Tin Lung David [Member] | |
Percentage of common stock issued and outstanding shares | 60.00% |
Common stock share issued for shares exchange | 6,000,000 |
GOING CONCERN UNCERTAINTIES (De
GOING CONCERN UNCERTAINTIES (Details Narrative) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Shareholders' Deficit | $ (199,959) | $ (160,860) | $ (78,928) | $ (85,582) | $ (65,889) |
Net Current Liability | 288,786 | 245,683 | $ 106,899 | ||
Going Concern [Member] | |||||
Shareholders' Deficit | (199,959) | (160,860) | |||
Net Current Liability | $ 180,649 | $ 160,860 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||
Period-end HKD:US$ exchange rate | $ 0.12863 | $ 0.12899 | $ 0.12899 | $ 0.12842 |
Period average HKD:US$ exchange rate | 0.12892 | $ 0.12869 | 0.12894 | $ 0.12764 |
Year-end SGD:US$ exchange rate | 0.74331 | 0.75645 | ||
Average SGD:US$ exchange rate | $ 0.75071 | $ 0.74365 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 3 Months Ended |
Mar. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Income tax description | The largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement |
Lease term | 12 years |
LEASE (Details)
LEASE (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
LEASE | ||
Right-of-use assets | $ 45,241 | $ 0 |
LEASE (Details 1)
LEASE (Details 1) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
LEASE | ||
Current portion | $ 24,827 | $ 0 |
Non-current portion | 19,310 | 0 |
Total lease liabilities | $ 44,137 | $ 0 |
LEASE (Details Narrative)
LEASE (Details Narrative) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
LEASE | |
Maturity term | 12 months |
Operating leases expiration date | 2 years |
Operating lease payment | $ 19,310 |
AMOUNT DUE TO DIRECTORS (Detail
AMOUNT DUE TO DIRECTORS (Details Narrative) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Due to related party | $ 0 | $ 22,840 | |
Amounts due to directors | $ 218,840 | 199,949 | 83,377 |
Directors [Member] | |||
Due to related party | 0 | 22,840 | |
Amounts due to directors | $ 199,949 | $ 83,377 |
CONVERTIBLE PROMISSORY NOTE (De
CONVERTIBLE PROMISSORY NOTE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Oct. 27, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Amortization of convertible note discount | $ 667 | $ 0 | $ 444 | $ 0 | |
Accrued interest | 1,458 | $ 584 | $ 0 | ||
Amortization of discount | $ 874 | $ 0 | |||
Securities Purchase Agreement [Member] | |||||
Debt instrument, principal amount | $ 35,000 | ||||
Debt instrument, original issue discount | $ 2,000 | ||||
Debt instrument, description | The EMA Note is convertible into shares of the common stock of the Company at a price equal to 55% of the lowest trading price of the Company’s common stock for the twenty (20) consecutive trading days immediately preceding to the conversion date. The EMA Note bears interest at 10% per annum and is due on July 27, 2021. |
SHAREHOLDERS DEFICIT (Details N
SHAREHOLDERS DEFICIT (Details Narrative) - USD ($) | 1 Months Ended | ||||
Oct. 23, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Oct. 19, 2020 | Dec. 31, 2019 | |
Common stock shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | ||
Unissued shares | 600,000 | ||||
Common stock par value | $ 0.21 | $ 0.001 | $ 0.001 | $ 0.001 | |
Comon stock shares issued | 19,400,000 | 340,268,500 | 340,268,500 | 10,000,000 | |
Issuance of shares for service rendered, amount | $ 4,074,000 | ||||
Common stock, Shares outstanding | 340,268,500 | 340,268,500 | 10,000,000 | ||
Class A Preferred Stock [Member] | |||||
Preferred stock shares authorized | 175,000,000 | 175,000,000 | |||
Preferred stock par value | $ 0.001 | $ 0.001 | |||
Stock Option Plan [Member] | |||||
Common stock par value | $ 0.21 | ||||
Comon stock shares issued | 20,000,000 |
INCOME TAX (Details)
INCOME TAX (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income loss before income taxes | $ (4,148,947) | $ (19,511) |
Domestic [Member] | ||
Income loss before income taxes | (4,139,578) | 0 |
Foreign [Member] | ||
Income loss before income taxes | $ (9,369) | $ (19,511) |
INCOME TAX (Details 1)
INCOME TAX (Details 1) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Provision for income tax benefit, current | $ 0 | $ 0 | ||
Provision for income tax benefit, Domestic | 0 | 0 | ||
Provision for income tax benefit, Foreign | 0 | 0 | ||
Deferred: | ||||
Provision for income tax benefit | $ 0 | $ 0 | 0 | 0 |
Domestic [Member] | ||||
Deferred: | ||||
Provision for income tax benefit | 0 | 0 | ||
Foreign [Member] | ||||
Deferred: | ||||
Provision for income tax benefit | $ 0 | $ 0 |
INCOME TAX (Details 2)
INCOME TAX (Details 2) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net operating loss | $ (4,171,773) | $ (22,883) | ||
Income Tax expense [Member] | ||||
Loss before income taxes | $ (17,805) | $ 6,777 | $ (5,687) | $ (19,511) |
Statutory income tax rate | 16.50% | 16.50% | 16.50% | 16.50% |
Income tax expense at statutory rate | $ (2,938) | $ 1,118 | $ (938) | $ (3,219) |
Tax loss ultilized | 0 | 1,118 | ||
Tax effect of non-taxable items | (3,936) | (555) | ||
Net operating loss | 2,938 | 0 | 4,874 | 3,774 |
Income tax expense | $ 0 | $ 0 | $ 0 | $ 0 |
INCOME TAX (Details 3)
INCOME TAX (Details 3) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Less: valuation allowance | $ (1,055,378) | $ (16,234) |
Net operating loss carryforwards | 1,055,378 | 16,234 |
Deferred tax assets, net | 0 | 0 |
Singapore [Member] | ||
Net operating loss carryforwards | 82 | 0 |
United States [Member] | ||
Net operating loss carryforwards | 1,034,188 | 0 |
Hong Kong [Member] | ||
Net operating loss carryforwards | $ 21,108 | $ 16,234 |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating loss carryforward | $ 1,055,378 | $ 16,234 | |
Deferred tax assets | 0 | 0 | |
Income tax rate description | The largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement | ||
Hong Kong [Member] | |||
Operating loss carryforward | $ 21,108 | $ 16,234 | |
Income tax rate description | The Hong Kong Profits Tax at the two-tiered profits tax rates from 8.25% to 16.5% | ||
United States of America incurred [Member] | |||
Operating loss carryforward | $ 145,733 | $ 4,924,704 | |
Operating loss carryforwards, Expire | 2040 | ||
Deferred tax assets | $ 1,034,188 | ||
Deferred tax assets, valuation allowanes | $ 24,046 | $ 21,108 |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
INCOME TAX | ||||
Net loss attributable to common shareholders | $ (4,148,947) | $ (19,511) | ||
Weighted average common shares outstanding - Basic and diluted | 340,268,500 | 10,000,000 | 165,747,163 | 10,000,000 |
Net loss per share - Basic and diluted | $ (0.03) | $ 0 |
PENSION COSTS (Details Narrativ
PENSION COSTS (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
INCOME TAX | ||
Pension contribution | $ 280 | $ 0 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Related party, descriptions | On January 31, 2021, JJ Explorer agreed to extend the term of additional 5 years, up January 31, 2026. In return, 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. | |
Directors [Member] | ||
Due to related parties | $ 218,840 | $ 199,949 |
Cooperation partnership with JJ Explorer [Member] | Since February 1, 2016 [Member] | ||
Right of use assets, term to develop web and mobile application platforms | 5 years | |
Right of use assets, term to develop web and mobile application platforms, expiration date | Jan. 31, 2021 | |
Related party share in net earnings | 50.00% |
CONCENTRATIONS OF RISK (Details
CONCENTRATIONS OF RISK (Details Narrative) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CONCENTRATIONS OF RISK | ||
Revenue percentage | 10.00% | 10.00% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - Stock Purchase Agreement [Member] - Leung Tin Lung David [Member] | Apr. 13, 2021shares |
Common stock shares cancelled and returned to equity | 169,000,000 |
Preferred stock series A [Member] | |
Common stock shares exchanged for preferred shares | 169,000,000 |
Preferred stock shares issued in exchanged of common stock | 1 |