Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 10, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | NEW MOMENTUM CORPORATION | |
Entity Central Index Key | 0001132509 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Jun. 30, 2022 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Entity Common Stock Shares Outstanding | 176,168,548 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 000-52273 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 88-0435998 | |
Entity Address Address Line 1 | 150 Cecil Street | |
Entity Address Address Line 2 | #08-01 | |
Entity Address Country | SG | |
Entity Address Postal Zip Code | 069543 | |
City Area Code | 65 | |
Local Phone Number | 3105 1428 | |
Entity Interactive Data Current | Yes |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 70,507 | $ 15,609 |
Accounts receivable | 835 | 15,773 |
Deposits, prepayments and other receivables | 33,804 | 19,708 |
Total current assets | 105,146 | 51,090 |
Non-current asset: | ||
Right-of-use asset | 12,451 | 25,060 |
TOTAL ASSETS | 117,597 | 76,150 |
Current liabilities: | ||
Accounts payable | 34,151 | 15,696 |
Accrued liabilities and other payables | 65,897 | 56,555 |
Amount due to a director | 295,060 | 286,327 |
Convertible promissory note | 65,452 | 0 |
Lease liabilities | 12,755 | 25,671 |
Total current liabilities | 473,315 | 384,249 |
TOTAL LIABILITIES | 473,315 | 384,249 |
Commitments and contingencies | 0 | 0 |
SHAREHOLDERS' DEFICIT | ||
Preferred stock, Class A, $0.001 par value; 175,000,000 shares authorized; 1 share issued and outstanding as at June 30, 2022 and December 31, 2021 | 0 | 0 |
Common stock, $0.0001 par value; 500,000,000 shares authorized; 176,168,548 shares issued and outstanding as at June 30, 2022 and December 31, 2021 | 176,169 | 176,169 |
Additional paid in capital | 4,358,612 | 4,358,612 |
Accumulated other comprehensive income (losses) | 832 | (272) |
Accumulated losses | (4,891,331) | (4,842,608) |
Shareholders' deficit | (355,718) | (308,099) |
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT | $ 117,597 | $ 76,150 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, Shares issued | 176,168,548 | 176,168,548 |
Common stock, Shares outstanding | 176,168,548 | 176,168,548 |
Class A Preferred Stock [Member] | ||
Preferred stock par value | $ 0.001 | $ 0.001 |
Preferred stock shares authorized | 175,000,000 | 175,000,000 |
Preferred stock, Shares issued | 1 | 1 |
Preferred stock, Shares outstanding | 1 | 1 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) | ||||
Revenue, net | $ 299,068 | $ 328,825 | $ 299,070 | $ 667,774 |
Cost of revenue | (297,891) | (327,607) | (297,891) | (665,433) |
Gross profit | 1,177 | 1,218 | 1,179 | 2,341 |
Operating expenses: | ||||
General and administrative expenses | (25,025) | (62,023) | (51,355) | (80,498) |
Legal and professional fee | (5,406) | (33,419) | (11,490) | (53,303) |
Total operating expenses | (30,431) | (95,442) | (62,845) | (133,801) |
Other income (expense): | ||||
Interest expense | (1,115) | (2,170) | (1,115) | (4,342) |
Interest income | 1 | 0 | 1 | |
Sundry income | 1,244 | 0 | 14,057 | 0 |
Total other income (expense) | 130 | (2,170) | 12,943 | (4,342) |
LOSS BEFORE INCOME TAXES | (29,124) | (96,394) | (48,723) | (135,802) |
Income tax expense | 0 | 0 | 0 | 0 |
NET LOSS | (29,124) | (96,394) | (48,723) | (135,802) |
Other comprehensive income: | ||||
Foreign currency translation (loss) gain | (5) | 1,010 | 1,104 | 1,319 |
COMPREHENSIVE LOSS | (29,129) | (95,384) | (47,619) | (134,483) |
Weighted average shares outstanding - Basic and diluted | 219,614,098 | 340,268,500 | 219,614,098 | 340,268,500 |
Net loss per share - Basic and diluted | $ 0 | $ 0 | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (48,723) | $ (135,802) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount | 452 | 1,333 |
Depreciation of right-of-use asset | 0 | 10,071 |
Stock-based compensation expense | 0 | 41,715 |
Non-cash financing cost | 663 | 0 |
Non-cash lease expense | (304) | 1,259 |
Change in operating assets and liabilities: | ||
Accounts receivable | 14,938 | (234) |
Deposits, prepayments and other receivables | (14,096) | 0 |
Accounts payable | 18,455 | 0 |
Accrued liabilities and other payables | 8,679 | 2,231 |
Lease liabilities | 0 | 2,000 |
Net cash used in operating activities | (19,936) | (77,427) |
Cash flows from financing activities: | ||
Advances from a director | 8,733 | 45,247 |
Proceed from issuance of convertible note | 65,000 | 0 |
Payment of lease liabilities | 0 | (15,540) |
Net cash provided by financing activities | 73,733 | 29,707 |
Effect on exchange rate change on cash and cash equivalents | 1,101 | 1,351 |
Net change in cash and cash equivalents | 54,898 | (46,369) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 15,609 | 64,496 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 70,507 | 18,127 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid for tax | 0 | 0 |
Cash paid for interest | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT (Unaudited) - USD ($) | Total | Common Stock | Additional Paid-In Capital | Accumulated other comprehensive (loss) income | Accumulated Losses | Series A, Preferred Stocks |
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) | $ 0 |
Foreign currency translation adjustment | 309 | 0 | 0 | 309 | 0 | 0 |
Net loss for the period | (39,408) | $ 0 | 0 | 0 | (39,408) | 0 |
Balance, shares at Mar. 31, 2021 | 340,268,500 | |||||
Balance, amount at Mar. 31, 2021 | (199,959) | $ 340,269 | 4,054,600 | (575) | (4,594,253) | 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) | $ 0 |
Net loss for the period | (135,802) | |||||
Balance, shares at Jun. 30, 2021 | 171,418,500 | 1 | ||||
Balance, amount at Jun. 30, 2021 | (253,628) | $ 171,419 | 4,265,165 | 435 | (4,690,647) | $ 0 |
Balance, shares at Mar. 31, 2021 | 340,268,500 | |||||
Balance, amount at Mar. 31, 2021 | (199,959) | $ 340,269 | 4,054,600 | (575) | (4,594,253) | 0 |
Foreign currency translation adjustment | 1,010 | 0 | 0 | 1,010 | 0 | 0 |
Net loss for the period | (96,394) | $ 0 | 0 | 0 | (96,394) | $ 0 |
Issue of preferred stock and cancellation of common stock held by a director, shares | (169,000,000) | 1 | ||||
Issue of preferred stock and cancellation of common stock held by a director, amount | 0 | $ (169,000) | 169,000 | 0 | 0 | $ 0 |
Shares issued for services, shares | 150,000 | |||||
Shares issued for services, amount | 41,715 | $ 150 | 41,565 | 0 | 0 | |
Balance, shares at Jun. 30, 2021 | 171,418,500 | 1 | ||||
Balance, amount at Jun. 30, 2021 | (253,628) | $ 171,419 | 4,265,165 | 435 | (4,690,647) | $ 0 |
Balance, shares at Dec. 31, 2021 | 176,168,548 | |||||
Balance, amount at Dec. 31, 2021 | (308,099) | $ 176,169 | 4,358,612 | (272) | (4,842,608) | 0 |
Foreign currency translation adjustment | 1,109 | 0 | 0 | 1,109 | 0 | 0 |
Net loss for the period | (19,599) | $ 0 | 0 | 0 | (19,599) | 0 |
Balance, shares at Mar. 31, 2022 | 176,168,548 | |||||
Balance, amount at Mar. 31, 2022 | (326,589) | $ 176,169 | 4,358,612 | 837 | (4,862,207) | 0 |
Balance, shares at Dec. 31, 2021 | 176,168,548 | |||||
Balance, amount at Dec. 31, 2021 | (308,099) | $ 176,169 | 4,358,612 | (272) | (4,842,608) | $ 0 |
Net loss for the period | (48,723) | |||||
Balance, shares at Jun. 30, 2022 | 176,168,548 | 1 | ||||
Balance, amount at Jun. 30, 2022 | (355,718) | $ 176,169 | 4,358,612 | 832 | (4,891,331) | $ 0 |
Balance, shares at Mar. 31, 2022 | 176,168,548 | |||||
Balance, amount at Mar. 31, 2022 | (326,589) | $ 176,169 | 4,358,612 | 837 | (4,862,207) | 0 |
Foreign currency translation adjustment | (5) | 0 | 0 | (5) | 0 | 0 |
Net loss for the period | (29,124) | $ 0 | 0 | 0 | (29,124) | $ 0 |
Balance, shares at Jun. 30, 2022 | 176,168,548 | 1 | ||||
Balance, amount at Jun. 30, 2022 | $ (355,718) | $ 176,169 | $ 4,358,612 | $ 832 | $ (4,891,331) | $ 0 |
DESCRIPTION OF BUSINESS AND ORG
DESCRIPTION OF BUSINESS AND ORGANIZATION | 6 Months Ended |
Jun. 30, 2022 | |
DESCRIPTION OF BUSINESS AND ORGANIZATION | |
DESCRIPTION OF BUSINESS AND ORGANIZATION | 1. DESCRIPTION OF BUSINESS AND ORGANIZATION New Momentum Corporation (the “Company”) was incorporated under the laws of the State of Nevada on July 1, 1999. The Company through its subsidiaries, mainly operates a smartphone application to provide an online platform with “ Book Now, Pay Later Description of subsidiar ies 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(“NHCL”) British Virgin Islands Investment holding 10,000 ordinary shares at par value of US$1 100% Gagfare Limited (“GL”) Hong Kong Travel agency 500,000 ordinary shares for HK$500,000 100% Beyond Blue Limited (“BBL”) Hong Kong Event organizer 1 ordinary share for HK$1 100% New Momentum Asia Pte. Ltd. (“NMAPL”) Singapore Investment holding 1 ordinary share of SGD 1 100% JPOPCOIN Limited (“JL”) 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 | 6 Months Ended |
Jun. 30, 2022 | |
GOING CONCERN UNCERTAINTIES | |
GOING CONCERN UNCERTAINTIES | 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 shareholders’ deficit and working capital deficit of $355,718 and $368,169 as of June 30, 2022. The continuation of the Company as a going concern through the next twelve months is dependent upon the continued financial support from its shareholders. The Company is currently pursuing additional financing for its operations. 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 unaudited 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. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited 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 June 30, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2022. 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 April 18, 2022. · Use of estimates and assumptions In preparing these unaudited condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the periods reported. Actual results may differ from these estimates. · Basis of consolidation The unaudited condensed 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 collectability. At the end of fiscal year, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company will consider the allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For the receivables that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers. As of June 30, 2022 and December 31, 2021, there were no allowance for doubtful accounts. · Revenue recognition The Company recognizes revenue from its contracts with customers in accordance with 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 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 six months ended June 30, 2022 and 2021. · 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 six months ended June 30, 2022 and 2021: June 30, 2022 June 30, 2021 Period-end HKD:US$ exchange rate 0.12745 0.12878 Period average HKD:US$ exchange rate 0.12779 0.12885 Period-end SGD:US$ exchange rate 0.73864 0.74372 Period average SGD:US$ exchange rate 0.73958 0.75060 · Comprehensive income ASC Topic 220, “ Comprehensive Income · Leases The Company adopted Topic 842, Leases 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 has assessed and concluded that the impact of recently issued standards that became effective for the current financial period did not have a material impact on its financial position or results of operations upon adoption. The Company believes that recently issued but not yet effective accounting standards, when adopted, will not have a material impact on its financial position or results of operations of the Company. |
AMOUNT DUE TO DIRECTOR
AMOUNT DUE TO DIRECTOR | 6 Months Ended |
Jun. 30, 2022 | |
AMOUNT DUE TO DIRECTOR | |
AMOUNT DUE TO DIRECTOR | 4 . AMOUNT DUE TO DIRECTOR As of June 30, 2022 and December 31, 2021, the Company owed to its director an amount of $295,060 and $286,327, respectively. The amount is unsecured, non-interest bearing and repayable on demand. Imputed interest on the loan is considered not significant. |
CONVERTIBLE PROMISSORY NOTE
CONVERTIBLE PROMISSORY NOTE | 6 Months Ended |
Jun. 30, 2022 | |
CONVERTIBLE PROMISSORY NOTE | |
CONVERTIBLE PROMISSORY NOTE | 5. CONVERTIBLE PROMISSORY NOTE On May 18, 2022, the Company and 1800 Diagonal Lending LLC, (“1800”) entered into a Securities Purchase Agreement, whereby the Company issued a promissory note to 1800 (the “1800 Note”) in the original principal amount of $68,750. The 1800 Note contains an original issue discount of $3,750 which will be reflected as a debt discount and amortized over the nine months Note term. The 1800 Note is convertible into shares of the common stock of the Company at a price equal to 35% of the lowest trading price of the Company’s common stock for the twenty (20) consecutive trading days immediately preceding to the conversion date. The 1800 Note bears interest at 8% per annum and is due on May 18, 2023. For the six months ended June 30, 2022, none of convertible promissory notes were converted to the Company’s common stock, consistent with the terms of the notes whereby conversion is only permissible after 180 days from the issue date and number of the shares held by the holder and its affiliates when converted, shall not to exceed 4.99% of issued and outstanding common stock of the Company. For the three and six months ended June 30, 2022 and 2021, the amortization of debt discount was $452 and $1,333, respectively. As of June 30, 2022 and December 31, 2021, accrued interest amounted to $663 and $0, respectively. |
SHAREHOLDERS DEFICIT
SHAREHOLDERS DEFICIT | 6 Months Ended |
Jun. 30, 2022 | |
SHAREHOLDERS DEFICIT | |
SHAREHOLDERS' DEFICIT | 6. SHAREHOLDERS’ DEFICIT Preferred Stock Authorized shares The Company was authorized to issue 175,000,000 shares of Preferred Stock at par value of $0.001. Any class of preferred stock may have preferential voting rights, liquidation rights or other rights with respect to the class of common stock. These preferential rights may have anti-takeover effects and may also result in the dilution of the common shareholders; equity interest and earnings per share. As of June 30, 2022 and December 31, 2021, 1 share of 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 $0.0001. Issued and outstanding shares As of June 30, 2022 and December 31, 2021, 176,168,548 shares of common stock were issued and outstanding. Stock Option Plan As of June 30, 2022 and December 31, 2021, 350,000 shares remained to be issued under the Plan. |
INCOME TAX
INCOME TAX | 6 Months Ended |
Jun. 30, 2022 | |
INCOME TAX | |
INCOME TAX | 7. INCOME TAX The Company mainly operates in Hong Kong and is subject to taxes in the governing jurisdictions in which it operates. The effective tax rate in the period presented is the result of the mix of income earned in various tax jurisdictions that apply a broad range of income tax rate, as follows: United States of America NNAX is registered in the State of Nevada and is subject to US federal corporate income tax. 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. As of June 30, 2022, the operations in the United States of America incurred $4,685,958 of cumulative net operating losses which can be carried forward to offset future taxable income. The Tax Reform Act also changed the rules on net operating loss carry forwards. The 20-year limitation was eliminated, giving the taxpayer the ability to carry forward losses indefinitely. However, net operating loss carry forward arising after January 1, 2020, will now be limited to 80 percent of taxable income. The Company has provided for a full valuation allowance against the deferred tax assets of $984,051 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. BVI NHCL is considered to be an exempted British Virgin Islands Company and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States. Singapore NMAPL is registered in Republic of Singapore and is subject to the Singapore corporate income tax at a standard income tax rate of 17% on the assessable income arising in Singapore during its tax year. No assessable income was generated in Singapore during the six months ended June 30, 2022 and there was no provision for income tax. As of June 30, 2022, the operation in Singapore incurred $2,481 of cumulative net operating losses which can be carried forward to offset future taxable income with no expiry. The Company has provided for a full valuation allowance against the deferred tax assets of $422 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. Hong Kong GL, BBL and JL are operating in Hong Kong and are subject to the Hong Kong Profits Tax at the two-tiered profits tax rates from 8.25% to 16.5% on the estimated assessable profits arising in Hong Kong during the current year, after deducting a tax concession for the tax year. The reconciliation of income tax rate to the effective income tax rate for the six months ended June 30, 2022 and 2021 are as follows: Six months ended June 30, 2022 2021 Loss before income taxes $ (20,827 ) $ (38,224 ) Statutory income tax rate 16.5 % 16.5 % Income tax expense at statutory rate (3,436 ) (6,307 ) Net operating loss 3,436 6,307 Income tax expense $ - $ - As of June 30, 2022, the operation in Hong Kong incurred $228,524 of cumulative net operating losses which can be carried forward to offset future taxable income with no expiry. The Company has provided for a full valuation allowance against the deferred tax assets of $37,706 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future. The following table sets forth the significant components of the deferred tax assets of the Company as of June 30, 2022 and December 31, 2021: June 30, 2022 December 31, 2021 Deferred tax assets: Net operating loss carryforwards - United States $ 984,051 $ 978,905 - Hong Kong 37,706 34,270 - Singapore 422 231 1,022,179 1,013,406 Less: valuation allowance (1,022,179 ) (1,013,406 ) Deferred tax assets, net $ - $ - |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2022 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | 8. 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 repayment on demand. During the six months ended June 30, 2021, 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 director, Leung Tin Lung David of the Company. Also, the Company formed a cooperation partnership with JJ Explorer whereby JJ Explorer invested to develop and maintain the operations of the Gagfare web and mobile application platforms for a term of 5 years. JJ Explorer would share 50% of the net earnings generated by the Company from the use of its web and mobile application platforms during the cooperation period. On January 31, 2021, JJ Explorer agreed to extend the term for an additional 5 years up January 31, 2026. However, the agreement was mutually terminated on February 28, 2022 and concurrently, the Company, through NMAPL entered into a Cooperation Agreement with JJ Explorer, whereby NMAPL was granted the right of use to the website and mobile application platform owned by JJ Explorer, for a term of 5 years. The Company would share 50% of its net earnings through the platform with JJ Explorer. For the three and six months ended June 30, 2022 and 2021, as the Company had not generated any earnings from the use of the web and mobile application platforms, and accordingly, there are no service charges and payables due to JJ Explorer. For the three months ended June 30, 2022 and 2021, the Company paid the allowance of $2,683 and $0 to certain shareholders for their service. For the six months ended June 30, 2022 and 2021, the Company paid the allowance of $4,600 and $0 to certain shareholders for their service. For the three months ended June 30, 2022 and 2021, the Company paid the allowance of $1,342 and $0 to the director for his service. For the six months ended June 30, 2022 and 2021, the Company paid the allowance of $2,684 and $0 to the director for his service. 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. |
CONCENTRATIONS OF RISK
CONCENTRATIONS OF RISK | 6 Months Ended |
Jun. 30, 2022 | |
CONCENTRATIONS OF RISK | |
CONCENTRATIONS OF RISK | 9. CONCENTRATIONS OF RISK The Company is exposed to the following concentrations of risk: (a) Major customers For the three months ended June 30, 2022 and 2021, there was a single customer who accounted for 99% of the Company’s revenue totaling $299,066 and $667,521, respectively. For the six months ended June 30, 2022 and 2021, there was a single customer who accounted for 99% of the Company’s revenue totaling $299,066 and $338,826, respectively. (a) Major vendors For the three months ended June 30, 2022 and 2021, there was a single vendor who accounted for 100% of the Company’s cost of revenue totaling $297,891 and $337,129, respectively. For the six months ended June 30, 2022 and 2021, there was a single vendor who accounted for 100% of the Company’s cost of revenue totaling $297,891 and $664,708, respectively. (b) Economic and political risk The Company’s major operations are conducted in Hong Kong. Accordingly, the political, economic, and legal environments in Hong Kong, as well as the general state of Hong Kong’s economy may influence the Company’s business, financial condition, and results of operations. Further, with the current global economic outlook and increasing commodity prices, the consumers purchasing power will be impacted. This in turn may influence the Company’s business, financial condition, and results of operations. (c) Exchange rate risk The Company cannot guarantee that the current exchange rate will remain steady; therefore there is a possibility that the Company could post the same amount of profit for two comparable periods and because of the fluctuating exchange rate actually post higher or lower profit depending on exchange rate of HKD converted to US$ on that date. The exchange rate could fluctuate depending on changes in political and economic environments without notice. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2022 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 10. COMMITMENTS AND CONTINGENCIES As of June 30, 2022, the Company has no material commitments or contingencies. As of June 30, 2022, the operating lease payment of $13,392 will mature in the next 12 months. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2022 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 11. SUBSEQUENT EVENTS In accordance with ASC Topic 855, “ Subsequent Events |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2022. 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 April 18, 2022. |
Use of estimates and assumptions | In preparing these unaudited condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the periods reported. Actual results may differ from these estimates. |
Basis of consolidation | The unaudited condensed 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 collectability. At the end of fiscal year, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company will consider the allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For the receivables that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers. As of June 30, 2022 and December 31, 2021, there were no allowance for doubtful accounts. |
Revenue Recognition | The Company recognizes revenue from its contracts with customers in accordance with 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 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 six months ended June 30, 2022 and 2021. |
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 six months ended June 30, 2022 and 2021: June 30, 2022 June 30, 2021 Period-end HKD:US$ exchange rate 0.12745 0.12878 Period average HKD:US$ exchange rate 0.12779 0.12885 Period-end SGD:US$ exchange rate 0.73864 0.74372 Period average SGD:US$ exchange rate 0.73958 0.75060 |
Comprehensive income | ASC Topic 220, “ Comprehensive Income |
Leases | The Company adopted Topic 842, Leases 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 has assessed and concluded that the impact of recently issued standards that became effective for the current financial period did not have a material impact on its financial position or results of operations upon adoption. The Company believes that recently issued but not yet effective accounting standards, when adopted, will not have a material impact on its financial position or results of operations of the Company. |
DESCRIPTION OF BUSINESS AND O_2
DESCRIPTION OF BUSINESS AND ORGANIZATION (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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(“NHCL”) British Virgin Islands Investment holding 10,000 ordinary shares at par value of US$1 100% Gagfare Limited (“GL”) Hong Kong Travel agency 500,000 ordinary shares for HK$500,000 100% Beyond Blue Limited (“BBL”) Hong Kong Event organizer 1 ordinary share for HK$1 100% New Momentum Asia Pte. Ltd. (“NMAPL”) Singapore Investment holding 1 ordinary share of SGD 1 100% JPOPCOIN Limited (“JL”) Hong Kong Administrative service 5 ordinary shares for HK$5 100% |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule Of Foreign Currencies Translation | June 30, 2022 June 30, 2021 Period-end HKD:US$ exchange rate 0.12745 0.12878 Period average HKD:US$ exchange rate 0.12779 0.12885 Period-end SGD:US$ exchange rate 0.73864 0.74372 Period average SGD:US$ exchange rate 0.73958 0.75060 |
INCOME TAX (Tables)
INCOME TAX (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
INCOME TAX | |
Schedule Of Income Tax Rate | Six months ended June 30, 2022 2021 Loss before income taxes $ (20,827 ) $ (38,224 ) Statutory income tax rate 16.5 % 16.5 % Income tax expense at statutory rate (3,436 ) (6,307 ) Net operating loss 3,436 6,307 Income tax expense $ - $ - |
Schedule Of Deferred Tax Assets | June 30, 2022 December 31, 2021 Deferred tax assets: Net operating loss carryforwards - United States $ 984,051 $ 978,905 - Hong Kong 37,706 34,270 - Singapore 422 231 1,022,179 1,013,406 Less: valuation allowance (1,022,179 ) (1,013,406 ) Deferred tax assets, net $ - $ - |
DESCRIPTION OF BUSINESS AND O_3
DESCRIPTION OF BUSINESS AND ORGANIZATION (Details) | 6 Months Ended |
Jun. 30, 2022 shares | |
Nemo Holding Company limited [Member] | |
Place of incorporation and kind of legal entity | British Virgin Islands |
Principal activities | Investment holding |
Particulars of registered/ paid up share | 10,000 |
Effective interest held | 100% |
Gagfare Limited [Member] | |
Place of incorporation and kind of legal entity | Hong Kong |
Principal activities | Travel agency |
Particulars of registered/ paid up share | 500,000 |
Effective interest held | 100% |
New Momentum Asia Pte. Ltd. [Member] | |
Place of incorporation and kind of legal entity | Singapore |
Principal activities | Investment holding |
Particulars of registered/ paid up share | 1 |
Effective interest held | 100% |
JPOPCOIN Limited [Member] | |
Place of incorporation and kind of legal entity | Hong Kong |
Principal activities | Administrative service |
Particulars of registered/ paid up share | 5 |
Effective interest held | 100% |
Beyond Blue Limited [Member] | |
Place of incorporation and kind of legal entity | Hong Kong |
Principal activities | Event organizer |
Particulars of registered/ paid up share | 1 |
Effective interest held | 100% |
GOING CONCERN UNCERTAINTIES (De
GOING CONCERN UNCERTAINTIES (Details Narrative) - USD ($) | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Shareholders' Deficit | $ (355,718) | $ (326,589) | $ (308,099) | $ (253,628) | $ (199,959) | $ (160,860) |
Going Concern [Member] | ||||||
Shareholders' Deficit | (355,718) | |||||
Working capital deficit | $ (368,169) |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | ||
Year-end HKD:US$ exchange rate | $ 0.12745 | $ 0.12878 |
Average HKD:US$ exchange rate | 0.12779 | 0.12885 |
Year-end SGD:US$ exchange rate | 0.73864 | 0.74372 |
Average SGD:US$ exchange rate | $ 0.73958 | $ 0.75060 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 6 Months Ended |
Jun. 30, 2022 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | |
Description of lease term | lease liabilities for operating leases with terms of 12 months or less. |
AMOUNT DUE TO DIRECTOR (Details
AMOUNT DUE TO DIRECTOR (Details Narrative) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Amounts due to directors | $ 295,060 | $ 286,327 |
Directors [Member] | ||
Amounts due to directors | $ 295,060 | $ 286,327 |
CONVERTIBLE PROMISSORY NOTE (De
CONVERTIBLE PROMISSORY NOTE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
May 18, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Maximum percentage of common stock issued | 4.99% | |||||
Amortization Of Convertible Note Discount | $ 452 | $ 452 | $ 1,333 | $ 1,333 | ||
Accrued Interest | $ 663 | $ 663 | $ 0 | |||
Securities Purchase Agreement [Member] | ||||||
Debt Instrument, Principal Amount | $ 68,750 | |||||
Debt Instrument, Original Issue Discount | $ 3,750 | |||||
Due date | May 18, 2022 | |||||
Bearing interest rate | 8% | |||||
Description of conversion into shares | The 1800 Note is convertible into shares of the common stock of the Company at a price equal to 35% of the lowest trading price of the Company’s common stock for the twenty (20) consecutive trading days immediately preceding to the conversion date |
SHAREHOLDERS DEFICIT (Details N
SHAREHOLDERS DEFICIT (Details Narrative) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Common stock shares authorized | 500,000,000 | 500,000,000 |
Unissued shares | 350,000 | 350,000 |
Comon stock shares issued | 176,168,548 | 176,168,548 |
Common stock, Shares outstanding | 176,168,548 | 176,168,548 |
Common stock par value | $ 0.0001 | $ 0.0001 |
Class A Preferred Stock [Member] | ||
Preferred stock shares authorized | 175,000,000 | 175,000,000 |
Preferred stock, Shares issued | 1 | 1 |
Preferred stock, Shares outstanding | 1 | 1 |
Preferred stock par value | $ 0.001 | $ 0.001 |
Common Stocks [Member] | ||
Common stock par value | $ 0.0001 | $ 0.001 |
INCOME TAX (Details)
INCOME TAX (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
INCOME TAX | ||
Loss before income taxes | $ (20,827) | $ (38,224) |
Statutory income tax rate | 16.50% | 16.50% |
Income tax expense at statutory rate | $ (3,436) | $ (6,307) |
Net operating loss | 3,436 | 6,307 |
Income tax expense | $ 0 | $ 0 |
INCOME TAX (Details 1)
INCOME TAX (Details 1) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Net operating loss carryforwards | $ 1,022,179 | $ 1,013,406 |
Less: valuation allowance | (1,022,179) | (1,013,406) |
Deferred tax assets, net | 0 | 0 |
United States [Member] | ||
Net operating loss carryforwards | 984,051 | 978,905 |
Hong Kong [Member] | ||
Net operating loss carryforwards | 37,706 | 34,270 |
Singapore | ||
Net operating loss carryforwards | $ 422 | $ 231 |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Tax rate | 21% | 35% |
Deferred tax assets | $ 0 | $ 0 |
Hong Kong [Member] | ||
Operating loss carryforward | 228,524 | |
Deferred tax assets | $ 37,706 | |
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 | $ 4,685,958 | |
Deferred tax assets | $ 984,051 | |
Taxpayer limitation period | 20 years | |
Singapore | ||
Tax rate foreign | 17% | |
Operating loss carryforward | $ 2,481 | |
Deferred tax assets | $ 422 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - Since February 1, 2016 [Member] - Director [Member] - Shareholder [Member] - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Payment for service fee | $ 2,683 | $ 2,699 | $ 4,600 | $ 0 | |
Right of use assets, term to develop web and mobile application platforms | 5 years | ||||
Payment for service | $ 1,342 | $ 0 | $ 2,684 | $ 0 | |
Related Party Transaction, Terms and Manner of Settlement | JJ Explorer would share 50% of the net earnings generated by the Company from the use of its web and mobile application platforms during the cooperation period. On January 31, 2021, JJ Explorer agreed to extend the term for an additional 5 years up January 31, 2026 | ||||
Related party share in net earnings | 50% |
CONCENTRATIONS OF RISK (Details
CONCENTRATIONS OF RISK (Details Narrative) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) integer | Jun. 30, 2021 USD ($) | |
Revenue | $ 299,068 | $ 328,825 | $ 299,070 | $ 667,774 |
Major Vendors [Member] | ||||
Revenue percentage | 100% | 100% | 100% | 100% |
Number of Vendor | integer | 1 | |||
Revenue | $ 297,891 | $ 337,129 | $ 297,891 | $ 664,708 |
Major Customers [Member] | ||||
Revenue percentage | 99% | 99% | 99% | 99% |
Revenue | $ 299,066 | $ 667,521 | $ 299,066 | $ 338,826 |
Number of Customer | integer | 1 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
COMMITMENTS AND CONTINGENCIES | |
Maturity term | 12 years |
Operating lease payment | $ 13,392 |