Namliong SkyCosmos (NLSC) 10-K 29 Apr 24 2023 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2023	Apr. 23, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	000-55909
Entity Registrant Name	NAMLIONG SKYCOSMOS, INC.
Entity Central Index Key	0001342219
Entity Tax Identification Number	20-3240178
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	77, Sec 2
Entity Address, Address Line Two	Guanxin Road
Entity Address, Address Line Three	Guanmiao District
Entity Address, City or Town	Tainan City
Entity Address, Country	TW
Entity Address, Postal Zip Code	00000
City Area Code	886
Local Phone Number	5950559
Extension	#25
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float			$ 654,581
Entity Common Stock, Shares Outstanding		14,706,513
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Auditor Name	OLAYINKA OYEBOLA & CO.
Auditor Location	Nigeria
Auditor Firm ID	5968

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current asset:
Cash	$ 0	$ 0
Non-current asset:
Right-of-use asset	12,571	0
TOTAL ASSETS	12,571	0
Current liabilities:
Accrued liabilities	1,665,900	16,000
Lease liabilities	32,275	0
Amount due to a director	124,335	53,821
Total current liabilities	1,822,510	69,821
TOTAL LIABILITIES	1,822,510	69,821
Commitments and contingencies
STOCKHOLDERS’ DEFICIT
Preferred stock, 10,000,000 shares authorized, $0.001 par value, 0 shares issued and outstanding as of December 31, 2023 and December 31, 2022	0	0
Common stock, 300,000,000 shares authorized, $0.001 par value, 14,706,513 and 14,706,513 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively	14,706	14,706
Common stock to be issued, $0.001 par value, 2,000,000 and 0 shares as of December 31, 2023 and December 31, 2022, respectively	2,000	0
Additional paid-in capital	48,283,531	49,435,627
Accumulated deficit	(50,110,176)	(49,520,154)
Stockholders’ deficit	(1,809,939)	(69,821)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$ 12,571	$ 0

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, shares authorized	300,000,000	300,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares issued	14,706,513	14,706,513
Common stock, shares outstanding	14,706,513	14,706,513
Common stock to be issued, shares	2,000,000	0

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Statement [Abstract]
Revenue	$ 0	$ 0
Operating expenses:
General and administrative expenses	(589,456)	(69,066)
Total operating expenses	(589,456)	(69,066)
LOSS FROM OPERATION	(589,456)	(69,066)
Other expense:
Interest expense	(428)	0
Foreign exchange loss	(138)	0
Total other income	(566)	0
LOSS BEFORE INCOME TAXES	(590,022)	(69,066)
Income tax expense	0	0
NET LOSS	$ (590,022)	$ (69,066)
Net loss per share - Basic	$ (0.04)	$ 0
Net loss per share - Diluted	$ (0.04)	$ 0
Weighted average common shares outstanding - Basic	14,706,513	14,706,513
Weighted average common shares outstanding - Diluted	14,706,513	14,706,513

STATEMENTS OF CHANGES IN STOCKH

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT - USD ($)	Common Stock [Member]	Common Stock To Be Issued [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2021	$ 14,706	$ 0	$ 49,435,627	$ (49,451,088)	$ (755)
Beginning balance, shares at Dec. 31, 2021	14,706,513	0
Net loss for the year				(69,066)	(69,066)
Ending balance, value at Dec. 31, 2022	$ 14,706	$ 0	49,435,627	(49,520,154)	(69,821)
Ending balance, shares at Dec. 31, 2022	14,706,513	0
Acquisition of a subsidiary		$ 2,000	(1,152,096)		(1,150,096)
Acquisition of a subsidiary, shares		2,000,000
Net loss for the year				(590,022)	(590,022)
Ending balance, value at Dec. 31, 2023	$ 14,706	$ 2,000	$ 48,283,531	$ (50,110,176)	$ (1,809,939)
Ending balance, shares at Dec. 31, 2023	14,706,513	2,000,000

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities:
Net loss	$ (590,022)	$ (69,066)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of right-of-use assets	5,292	0
Non-cash lease expense	428	0
Change in operating assets and liabilities:
Accrued liabilities	513,650	15,245
Net cash used in operating activities	(70,652)	(53,821)
Cash flows from financing activities:
Advance from a director	70,514	53,821
Net cash provided by financing activities	70,514	53,821
Effect on exchange rate change on cash and cash equivalents	138	0
Net change in cash and cash equivalents	0	0
BEGINNING OF YEAR	0	0
END OF YEAR	0	0
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes	0	0
Cash paid for interest	$ 0	$ 0

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Pay vs Performance Disclosure [Table]
NET LOSS	$ (590,022)	$ (69,066)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Dec. 31, 2023
Insider Trading Arrangements [Line Items]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

ORGANIZATION AND BUSINESS OPERA

ORGANIZATION AND BUSINESS OPERATIONS	12 Months Ended
	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND BUSINESS OPERATIONS	NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS Namliong Skycosmos, Inc. (the “Company” or “NLSC”) was incorporated as Gemwood Productions, Inc. under the laws of the State of Nevada on February 7, 2005. Gemwood Productions, Inc. changed its name to Kreido Biofuels, Inc. on November 2, 2006. The Company took its current form on January 12, 2007 when Kreido Laboratories, Inc. (“ Kreido Labs Kreido Labs, formerly known as Holl Technologies Company, was incorporated on January 13, 1995 under the laws of the State of California. Since incorporation, Kreido Labs has been engaged in activities required to develop, patent and commercialize its products. Kreido Labs was the creator of reactor technology that was designed to enhance the manufacturing of a broad range of chemical products. The cornerstone of Kreido Labs’ technology was its patented STT ® ® On March 31, 2023, the Company entered into a Share Exchange Agreement with Continental Development Corporation, a Samoa company (“CDC”) that is controlled by Cheng Hsing HSU, our sole executive officer and director, to purchase 1,000,000 shares of common stock of Orient Express & Co., Ltd. ("OEC"), a SAMOA company, constituting all of the issued and outstanding ordinary shares of OEC, held by CDC. In consideration for such OEC shares, the Company agreed to issue to CDC two million shares of its common stock at a per share price of $0.50. Mr. HSU is the director and sole executive officer of CDC. The acquisition was consummated on April 30, 2023, and as a result, OEC became a wholly owned subsidiary of the Company. Prior to the Share Exchange, the Company was considered as a shell company due to its nominal assets and limited operation. The transaction will be treated as a recapitalization of the Company. Upon the Share Exchange between the Company and OEC on March 31, 2023, is a merger of entities under common control that Mr. HSU is the common director and shareholder of both the Company and OEC. Under the guidance in ASC 805 for transactions between entities under common control, the assets, liabilities and results of operations, are recognized at their carrying amounts on the date of the Share Exchange, which required retrospective combination of the Company and OEC for all periods presented. Our current business will be to seek to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Our acquisition strategy will be to assess a broad range of potential business combination targets and complete a business combination. In doing so, we will evaluate the historical financial statements of the target, its management, and projected future results. In evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial and other information that will be made available to us. We are not prohibited from pursuing a business combination with a company that is affiliated with our management, but we have no plans to do so. We do not plan to retain a significant equity position after closing of any acquisition and management does not plan to continue as part of the new management team. We have not selected any specific business combination target. Our sole officer and director presently has, and in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity. Accordingly, if our officer and director becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We do not believe, however, that the fiduciary duties or contractual obligations of our officer/director will materially affect our ability to complete our business combination. Our executive officer is not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combination targets and monitoring the related due diligence. On December 14, 2021, certain shareholders owning 13,099,243 of our common stock, representing a majority of issued and outstanding shares, agreed to sell their shares to 6 shareholders. This constitutes a change in control of the Company. The details of the Company’s subsidiary are described below: Schedule of subsidiary information Name Place of incorporation and kind of legal entity Principal activities and place of operation Particulars of issued/ registered share capital Effective interest Held Orient Express & Co., Ltd (“OEC”) Samoa, a limited liability company Sales of rubber foaming machine 1,000,000 issued shares of US$1 each 100

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying consolidated financial statements and notes. Basis 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. Fair value of financial instruments Financial instruments, including cash and accrued expenses and other liabilities are carried at amounts, which reasonably approximate their fair value due to the short-term nature of these amounts or due to variable rates of interest, which are consistent with market rates. Basis of consolidation The consolidated financial statements include the accounts of NLSC and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation. The consolidated financial statements include the accounts of NLSC and its subsidiary Orient Express and Co., Ltd. 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. Revenue recognition The Company adopted Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers Under ASU 2014-09, the Company recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: · 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’s revenue is derived from the sales of rubber foaming machine. The Company considers customer order confirmations to be a contract with the customer. Customer confirmations are executed at the time an order is placed. Revenue is recognized when control of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied), which typically occurs at shipment date. As a result, the Company has a present and unconditional right to payment and record its accounts receivable. For each contract, the Company considers the promise to transfer products to be the only identified performance obligation. The Company’s revenues are recognized at a point in time. Impairment of long-lived assets In accordance with the provisions of ASC Topic 360, “Impairment or Disposal of Long-Lived Assets”, all long-lived assets such as intangible asset held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. Leases The Company adopted Topic 842, Leases (“ASC 842”). At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Leases with a term greater than one year are recognized on the balance sheet as right-of-use (“ROU”) assets, lease liabilities and long-term lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms of one year or less. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. However, certain adjustments to the right-of-use asset may be required for items such as prepaid or accrued lease payments. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rates, which are the rates incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. In accordance with the guidance in ASC 842, components of a lease should be split into three categories: lease components (e.g. land, building, etc.), non-lease components (e.g. common area maintenance, consumables, etc.), and non-components (e.g. property taxes, insurance, etc.). Subsequently, the fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components. Lease expense is recognized on a straight-line basis over the lease terms. Lease expense includes amortization of the ROU assets and accretion of the lease liabilities. Amortization of ROU assets is calculated as the periodic lease cost less accretion of the lease liability. The amortized period for ROU assets is limited to the expected lease term. The Company has elected a practical expedient to combine the lease and non-lease components into a single lease component. The Company also elected the short-term lease measurement and recognition exemption and does not establish ROU assets or lease liabilities for operating leases with terms of 12 months or less. Loss per Common Share Basic loss per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. 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. Fair Value of Financial Instruments The Company follows the guidance of the ASC Topic 820-10, Fair Value Measurements and Disclosures ("ASC 820-10"), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The carrying amounts of financial assets such as cash approximate their fair values because of the short maturity of these instruments. The carrying value of the Company’s financial instruments: cash and cash equivalents, restricted cash, accounts receivable, loans receivable and amount due to or from a related party, approximate their fair values because of the short-term nature of these financial instruments. Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates. Uncertain tax positions The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC 740 provisions of Section 740-10-25 for the years ended December 31, 2023 and 2022. 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. 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. Recent Accounting Pronouncements The FASB established the Accounting Standards Codification (“ Codification ASC GAAP Rules and interpretative releases of the Securities and Exchange Commission (“ SEC Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

GOING CONCERN

GOING CONCERN	12 Months Ended
	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GOING CONCERN	NOTE 3 – GOING CONCERN In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However, Management cannot provide any assurances that the Company will be successful in accomplishing any of its plans, which raises substantial doubt about the ability of the Company to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

LEASES

LEASES	12 Months Ended
	Dec. 31, 2023
Leases
LEASES	NOTE 4 – LEASES Operating lease right-of-use (“ROU”) asset and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU asset represents the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. As of December 31, 2023 and December 31, 2022, right-of-use assets consisted of the following: Schedule of right of use assets December 31, 2023 December 31, 2022 Operating lease: Lease of office at cost $ 30,416 $ – Less: accumulated amortization (17,845 ) – Right-of-use asset, net $ 12,571 $ – Lease liabilities: Current lease liabilities $ 32,275 $ – Non-current lease liabilities – – Total lease liabilities $ 32,275 $ – Maturities of operating lease liabilities as of December 31, 2023 were as follows: Schedule of lease maturity Operating lease For the year ending December 31, 2024 $ 32,310 2025 – 2026 – 2027 – 2028 – Thereafter – Total future minimum lease payments 32,310 Less: imputed interest (35 ) Present value of operating lease liabilities $ 32,275 The Company leases various office and their lease agreements are typically contracted for the fixed periods of 2.5 to 3 years.

ACCRUED LIABILITIES

ACCRUED LIABILITIES	12 Months Ended
	Dec. 31, 2023
Payables and Accruals [Abstract]
ACCRUED LIABILITIES	NOTE 5 – ACCRUED LIABILITIES Schedule of accrued liabilities December 31, 2023 December 31, 2022 Accrued salaries $ 1,614,250 $ – Other accrued expenses 51,650 16,000 Total $ 1,665,900 $ 16,000

AMOUNT DUE TO A DIRECTOR AND A

AMOUNT DUE TO A DIRECTOR AND A RELATED PARTY	12 Months Ended
	Dec. 31, 2023
Amount Due To Director And Related Party
AMOUNT DUE TO A DIRECTOR AND A RELATED PARTY	NOTE 6 – AMOUNT DUE TO A DIRECTOR AND A RELATED PARTY The amount represented temporary advances from a related party and Company’s director, which were unsecured, interest-free and no fixed terms of repayment.

STOCKHOLDERS_ DEFICIT

STOCKHOLDERS’ DEFICIT	12 Months Ended
	Dec. 31, 2023
Equity [Abstract]
STOCKHOLDERS’ DEFICIT	NOTE 7 – STOCKHOLDERS’ DEFICIT Common Stock The Company’s Articles of Incorporation authorize the issuance of up to 300,000,000 0.001 10,000,000 0.001 14,706,513 14,706,513 no Common Stock to be issued On March 31, 2023, the Company entered into a Share Exchange Agreement with Continental Development Corporation, a Samoa company (“CDC”) that is controlled by Cheng Hsing HSU, our sole executive officer and director, to purchase 1,000,000 shares of common stock of Orient Express & Co., Ltd. (“OEC”), a SAMOA company, constituting all of the issued and outstanding ordinary shares of OEC, held by CDC. In consideration for such OEC shares, the Company agreed to issue to CDC two million shares of its common stock at a per share price of $0.50. As of December 31, 2023 and 2022, the Company had 2,000,000 0

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 8 – INCOME TAXES United States of America On December 22, 2017, the 2019 Tax Cuts and Jobs Act (the “ Tax Act We have remeasured our U.S. deferred tax assets at a statutory income tax rate of 21%. Since the Tax Act was passed late in the fourth quarter of 2017, and ongoing guidance and accounting interpretation are expected over the next 12 months, we consider the accounting of any transition tax, deferred tax re-measurements, and other items to be incomplete due to the forthcoming guidance and our ongoing analysis of final year-end data and tax positions. The cumulative tax effect at the expected rate of 21% as of December 31, 2023 and 2022 of significant items comprising our net deferred tax amount is as follows: Schedule of deferred tax asset 2023 2022 Net operating loss carryover $ 49,626,318 $ 49,520,154 Deferred tax asset 10,421,527 10,399,232 Less: valuation allowance (10,421,527 ) (10,399,232 ) Net deferred tax asset $ – $ – At December 31, 2023, the Company had net operating loss carry forwards of approximately $ 49,626,318 No tax benefit has been reported in the December 31, 2023, the Company’s financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for federal income tax reporting purposes are subject to annual limitations. A change in ownership may limit net operating loss carry forwards in future years. The benefits of our deferred tax assets, including our NOLs, built-in losses and tax credits would be reduced or potentially eliminated if we experienced an “ownership change” under Section 382. Hong Kong OEC is subject to 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. The reconciliation of income tax rate to the effective income tax rate for the year ended December 31, 2023 and 2022 is as follows: Schedule of reconciliation of income tax expense Year ended December 31, 2023 2022 Loss before income taxes $ (483,858 ) $ – Statutory income tax rate 16.5 16.5 Income tax expense at statutory rate (79,836 ) – Net operating loss 79,836 – Income tax expense $ – $ – As of December 31, 2023, the operations in Hong Kong incurred $ 1,150,096 The following table sets forth the significant components of the deferred tax assets of the Company as of December 31, 2023 and 2022: Schedule of deferred tax assets - Hong Kong December 31, 2023 December 31, 2022 Deferred tax assets: Net operating loss carryforwards –Hong Kong $ 189,766 $ – Less: valuation allowance (189,766 ) – Net deferred tax asset $ – $ –

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2023
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 9 – RELATED PARTY TRANSACTIONS During the year ended December 31, 2023 and 2022, the Company has been provided with free office space by its shareholders. The management determined that such cost is nominal and did not recognize the rent expense in its financial statements. For the year ended December 31, 2023 and 2022, the Company paid the allowance of $ 100,000 0 On March 31, 2023, the Company entered into a Share Exchange Agreement with Continental Development Corporation, a Samoa company (“CDC”) that is controlled by Cheng Hsing HSU, our sole executive officer and director, to purchase 100% equity interest (equal to 1,000,000 shares of common stock) of Orient Express & Co., Ltd. (“OEC”), a SAMOA company, constituting all of the issued and outstanding ordinary shares of OEC. NLSC will issue 2 million shares of its common stock at a price of $0.5 per share to CDC, the sole shareholder of OEC. The acquisition is considered as related party transaction, whereas Mr. Cheng Hsing HSU is a sole shareholder of the Company and also currently controls OEC. Apart from the transactions and balances detailed elsewhere in these accompanying financial statements, the Company has no other significant or material related party transactions during the years presented.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 10 – COMMITMENTS AND CONTINGENCIES As of December 31, 2023, the Company has no material commitments or contingencies.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 11 – SUBSEQUENT EVENTS In accordance with ASC Topic 855, “ Subsequent Events

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Basis of presentation	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	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.
Fair value of financial instruments	Fair value of financial instruments Financial instruments, including cash and accrued expenses and other liabilities are carried at amounts, which reasonably approximate their fair value due to the short-term nature of these amounts or due to variable rates of interest, which are consistent with market rates.
Basis of consolidation	Basis of consolidation The consolidated financial statements include the accounts of NLSC and its subsidiaries. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation. The consolidated financial statements include the accounts of NLSC and its subsidiary Orient Express and Co., Ltd.
Cash and cash equivalents	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.
Revenue recognition	Revenue recognition The Company adopted Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers Under ASU 2014-09, the Company recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements: · 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’s revenue is derived from the sales of rubber foaming machine. The Company considers customer order confirmations to be a contract with the customer. Customer confirmations are executed at the time an order is placed. Revenue is recognized when control of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied), which typically occurs at shipment date. As a result, the Company has a present and unconditional right to payment and record its accounts receivable. For each contract, the Company considers the promise to transfer products to be the only identified performance obligation. The Company’s revenues are recognized at a point in time.
Impairment of long-lived assets	Impairment of long-lived assets In accordance with the provisions of ASC Topic 360, “Impairment or Disposal of Long-Lived Assets”, all long-lived assets such as intangible asset held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets.
Leases	Leases The Company adopted Topic 842, Leases (“ASC 842”). At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Leases with a term greater than one year are recognized on the balance sheet as right-of-use (“ROU”) assets, lease liabilities and long-term lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms of one year or less. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. However, certain adjustments to the right-of-use asset may be required for items such as prepaid or accrued lease payments. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rates, which are the rates incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. In accordance with the guidance in ASC 842, components of a lease should be split into three categories: lease components (e.g. land, building, etc.), non-lease components (e.g. common area maintenance, consumables, etc.), and non-components (e.g. property taxes, insurance, etc.). Subsequently, the fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components. Lease expense is recognized on a straight-line basis over the lease terms. Lease expense includes amortization of the ROU assets and accretion of the lease liabilities. Amortization of ROU assets is calculated as the periodic lease cost less accretion of the lease liability. The amortized period for ROU assets is limited to the expected lease term. The Company has elected a practical expedient to combine the lease and non-lease components into a single lease component. The Company also elected the short-term lease measurement and recognition exemption and does not establish ROU assets or lease liabilities for operating leases with terms of 12 months or less.
Loss per Common Share	Loss per Common Share Basic loss per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year.
Income Taxes	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.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company follows the guidance of the ASC Topic 820-10, Fair Value Measurements and Disclosures ("ASC 820-10"), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. The carrying amounts of financial assets such as cash approximate their fair values because of the short maturity of these instruments. The carrying value of the Company’s financial instruments: cash and cash equivalents, restricted cash, accounts receivable, loans receivable and amount due to or from a related party, approximate their fair values because of the short-term nature of these financial instruments. Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.
Uncertain tax positions	Uncertain tax positions The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC 740 provisions of Section 740-10-25 for the years ended December 31, 2023 and 2022.
Commitments and contingencies	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.
Related parties	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.
Recent Accounting Pronouncements	Recent Accounting Pronouncements The FASB established the Accounting Standards Codification (“ Codification ASC GAAP Rules and interpretative releases of the Securities and Exchange Commission (“ SEC Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

ORGANIZATION AND BUSINESS OPE_2

ORGANIZATION AND BUSINESS OPERATIONS (Tables)	12 Months Ended
	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of subsidiary information	Schedule of subsidiary information Name Place of incorporation and kind of legal entity Principal activities and place of operation Particulars of issued/ registered share capital Effective interest Held Orient Express & Co., Ltd (“OEC”) Samoa, a limited liability company Sales of rubber foaming machine 1,000,000 issued shares of US$1 each 100

LEASES (Tables)

LEASES (Tables)	12 Months Ended
	Dec. 31, 2023
Leases
Schedule of right of use assets	Schedule of right of use assets December 31, 2023 December 31, 2022 Operating lease: Lease of office at cost $ 30,416 $ – Less: accumulated amortization (17,845 ) – Right-of-use asset, net $ 12,571 $ – Lease liabilities: Current lease liabilities $ 32,275 $ – Non-current lease liabilities – – Total lease liabilities $ 32,275 $ –
Schedule of lease maturity	Schedule of lease maturity Operating lease For the year ending December 31, 2024 $ 32,310 2025 – 2026 – 2027 – 2028 – Thereafter – Total future minimum lease payments 32,310 Less: imputed interest (35 ) Present value of operating lease liabilities $ 32,275

ACCRUED LIABILITIES (Tables)

ACCRUED LIABILITIES (Tables)	12 Months Ended
	Dec. 31, 2023
Payables and Accruals [Abstract]
Schedule of accrued liabilities	Schedule of accrued liabilities December 31, 2023 December 31, 2022 Accrued salaries $ 1,614,250 $ – Other accrued expenses 51,650 16,000 Total $ 1,665,900 $ 16,000

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Schedule of deferred tax asset	Schedule of deferred tax asset 2023 2022 Net operating loss carryover $ 49,626,318 $ 49,520,154 Deferred tax asset 10,421,527 10,399,232 Less: valuation allowance (10,421,527 ) (10,399,232 ) Net deferred tax asset $ – $ –
Schedule of reconciliation of income tax expense	Schedule of reconciliation of income tax expense Year ended December 31, 2023 2022 Loss before income taxes $ (483,858 ) $ – Statutory income tax rate 16.5 16.5 Income tax expense at statutory rate (79,836 ) – Net operating loss 79,836 – Income tax expense $ – $ –
Schedule of deferred tax assets - Hong Kong	Schedule of deferred tax assets - Hong Kong December 31, 2023 December 31, 2022 Deferred tax assets: Net operating loss carryforwards –Hong Kong $ 189,766 $ – Less: valuation allowance (189,766 ) – Net deferred tax asset $ – $ –

ORGANIZATION AND BUSINESS OPE_3

ORGANIZATION AND BUSINESS OPERATIONS (Details - Subsidiary information)	12 Months Ended
	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Name of subsidiary	Orient Express & Co., Ltd (“OEC”)
Place of Incorporation	Samoa, a limited liability company
Principal activities	Sales of rubber foaming machine
Registered share description	1,000,000 issued shares of US$1 each
Effective interest held	100

LEASES (Details - Right of use

LEASES (Details - Right of use asset) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Leases
Lease of office at cost	$ 30,416	$ 0
Less: accumulated amortization	(17,845)	0
Right-of-use asset, net	12,571	0
Current lease liabilities	32,275	0
Non-current lease liabilities	0	0
Total lease liabilities	$ 32,275	$ 0

LEASES (Details - Lease maturit

LEASES (Details - Lease maturity)	Dec. 31, 2023 USD ($)
Leases
2024	$ 32,310
2025	0
2026	0
2027	0
2028	0
Thereafter	0
Total future minimum lease payments	32,310
Less: imputed interest	(35)
Present value of operating lease liabilities	$ 32,275

ACCRUED LIABILITIES (Details)

ACCRUED LIABILITIES (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accrued salaries	$ 1,614,250	$ 0
Other accrued expenses	51,650	16,000
Total	$ 1,665,900	$ 16,000

STOCKHOLDERS_ DEFICIT (Details

STOCKHOLDERS’ DEFICIT (Details Narrative) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Equity [Abstract]
Common stock, shares authorized	300,000,000	300,000,000
Common stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, par value	$ 0.001	$ 0.001
Common stock, shares outstanding	14,706,513	14,706,513
Preferred stock, shares outstanding	0	0
Common stock to be issued, shares	2,000,000	0

INCOME TAX (Details - Deferred

INCOME TAX (Details - Deferred tax asset) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Net operating loss carryover	$ 49,626,318	$ 49,520,154
Deferred tax asset	10,421,527	10,399,232
Less: valuation allowance	(10,421,527)	(10,399,232)
Net deferred tax asset	$ 0	$ 0

INCOME TAXES (Details - Income

INCOME TAXES (Details - Income tax expense) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating Loss Carryforwards [Line Items]
NET LOSS	$ (590,022)	$ (69,066)
Income tax expense	0	0
HONG KONG
Operating Loss Carryforwards [Line Items]
NET LOSS	$ (483,858)	$ 0
Statutory income tax rate	16.50%	16.50%
Income tax expense at statutory rate	$ (79,836)	$ 0
Non-deductible expenses	79,836	0
Income tax expense	$ 0	$ 0

INCOME TAXES (Details - Deferre

INCOME TAXES (Details - Deferred taxes, Hong Kong) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Less: valuation allowance	$ (10,421,527)	$ (10,399,232)
Net deferred tax asset	0	0
HONG KONG
–Hong Kong	189,766	0
Less: valuation allowance	(189,766)	0
Net deferred tax asset	$ 0	$ 0

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative)	Dec. 31, 2023 USD ($)
Net operating loss	$ 49,626,318
HONG KONG
Net operating loss	$ 1,150,096

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Related Party Transactions [Abstract]
Allowance paid amount	$ 100,000	$ 0