U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Mark One

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~December~~June 3130, ~~2022~~2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to _______

COMMISSION FILE NO. 0-26675

NOVAGANT CORP.

(Exact name of registrant as specified in its charter)

Nevada	33-0038621	19801
(State or Other Jurisdiction of	IRS Employer	Primary Standard Industrial
Incorporation or Organization)	Identification Number	Classification Code Number

NOVAGANT CORP.

Suite 2006, AIA Kowloon Tower, Landmark East, 100 How Ming Street, KT,

Hong Kong

Tel. 852-94079401

(Address and telephone number of principal executive offices)

Indicate by checkmark whether the issuer: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ~~[ X ]~~x No ~~[ ]~~¨

Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer [◻ ] Accelerated filer [◻ ] Non-accelerated filer [¨ ] Smaller reporting company ☒ Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ~~[ ]~~☐

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ~~[ X ]~~ x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:

Class	Outstanding as of ~~February~~August 1014, 2023
Common Stock, $0.001	493,639,025

Unless otherwise mentioned or unless the context requires otherwise, when used in this Form 10-Q, the terms “Company,” “we,” “us,” “our,” “EFLL” and “NVGT” refer to Novagant Corp. and/or its wholly-owned subsidiary, Ever Full Logistics Limited.

~~NVGT~~EXPLANATORY is a holding company, incorporated in Nevada. Our operations are conducted through our wholly-owned subsidiary organized in Hong Kong, EFLL. EFLL’s operations are based in Hong Kong. We have no business operations in China. This structure presents unique risks as our investors may never directly hold equity interests in our Hong Kong subsidiary and will be dependent upon contributions from our subsidiaries to finance our cash flow needs. We may also become subject to foreign exchange regulations that might limit our ability to transfer cash between entities, across borders, to U.S. investors, to convert foreign currency into Renminbi, acquire other PRC companies or establish VIEs in the PRC. There are risks relating to PRC laws and regulations with respect to foreign exchange, for example, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the “Opinions on Severely Cracking Down on Illegal Securities Activities According to Law,” or the Opinions, which was made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities, and the need to strengthen the supervision over overseas listings by Chinese companies. Effective measures, such as promoting the construction of relevant regulatory systems will be taken to deal with the risks and incidents of China-concept overseas listed companies, and cybersecurity and data privacy protection requirements and similar matters. The Opinions and any related implementing rules to be enacted may subject us to compliance requirement in the future. Given the current regulatory environment in the PRC, we are still subject to the uncertainty of interpretation and enforcement of the rules and regulations in the PRC, which can change quickly with little advance notice, and any future actions of the PRC authorities. Moreover, we cannot assure you that relevant PRC government agencies would reach the same conclusion as we do or as advised by our PRC legal counsel. Our PRC legal counsel, China Commercial Law Firm. Guangdong. has provided the consent at Exhibit 23.3 to the Form 10-12G/A dated on June 7, 2022 accordingly. However, (i) if we inadvertently concluded that such permissions or approvals are not required, or (ii) if the CSRC, the Cyberspace Administration of China or other regulatory PRC agencies later promulgate new rules requiring that we obtain their approvals to issue the Company’s common stock to foreign investors, and we are unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver, then we may not be able to list on a U.S. exchange. In addition, any uncertainties and/or negative publicity regarding such an approval requirement could have a material adverse effect on the trading price of our securities. It is uncertain when and whether we will be required to obtain permission from the China Securities Regulatory Commission to list on U.S. exchanges, and even if such permission is obtained, whether it will be denied or rescinded. Although we concluded our subsidiary is currently not required to obtain permission from any of the PRC central or local government and has not received any denial to list on the U.S. exchange, our operations, financial conditions, and results of operations could be adversely affected, directly or indirectly, and the value of the Company’s common stock could significantly decline or become worthless, if we inadvertently conclude that such approvals are not required when they are, if we do not receive or maintain such permissions or approvals if and when required, or changes in applicable laws, regulations, or interpretations relating to our business or industry which would require us to obtain approvals in the future. If our subsidiary is unable to receive or maintain approvals when required for our business or industry under then applicable PRC laws, then such failure could limit or prohibit the ability of our subsidiary to operate in Hong Kong, and our operations, financial conditions, and the results of operations could be adversely affected, directly or indirectly, and the value of the Company’s common stock could significantly decline or become worthless. NOTE

NVGT is a holding company, incorporated in Nevada. Our operations are conducted through our wholly-owned subsidiary organized in Hong Kong, EFLL. EFLL’s operations are based in Hong Kong. We have no business operations in China. This structure presents unique risks as our investors may never directly hold equity interests in our Hong Kong subsidiary and will be dependent upon contributions from our subsidiaries to finance our cash flow needs. We may also become subject to foreign exchange regulations that might limit our ability to transfer cash between entities, across borders, to U.S. investors, to convert foreign currency into Renminbi, acquire other PRC companies or establish VIEs in the PRC. There are risks relating to PRC laws and regulations with respect to foreign exchange, for example, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the “Opinions on Severely Cracking Down on Illegal Securities Activities According to Law,” or the Opinions, which was made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities, and the need to strengthen the supervision over overseas listings by Chinese companies. Effective measures, such as promoting the construction of relevant regulatory systems will be taken to deal with the risks and incidents of China-concept overseas listed companies, and cybersecurity and data privacy protection requirements and similar matters. The Opinions and any related implementing rules to be enacted may subject us to compliance requirement in the future. Given the current regulatory environment in the PRC, we are still subject to the uncertainty of interpretation and enforcement of the rules and regulations in the PRC, which can change quickly with little advance notice, and any future actions of the PRC authorities. Moreover, we cannot assure you that relevant PRC government agencies would reach the same conclusion as we do or as advised by our PRC legal counsel. Our PRC legal counsel, China Commercial Law Firm. Guangdong. has provided the consent at Exhibit 23.3 to the Form 10-12G/A on June 7, 2022 accordingly. However, (i) if we inadvertently concluded that such permissions or approvals are not required, or (ii) if the CSRC, the Cyberspace Administration of China or other regulatory PRC agencies later promulgate new rules requiring that we obtain their approvals to issue the Company’s common stock to foreign investors, and we are unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver, then we may not be able to list on a U.S. exchange. In addition, any uncertainties and/or negative publicity regarding such an approval requirement could have a material adverse effect on the trading price of our securities. It is uncertain when and whether we will be required to obtain permission from the China Securities Regulatory Commission to list on U.S. exchanges, and even if such permission is obtained, whether it will be denied or rescinded. Although we concluded our subsidiary is currently not required to obtain permission from any of the PRC central or local government and has not received any denial to list on the U.S. exchange, our operations, financial conditions, and results of operations could be adversely affected, directly or indirectly, and the value of the Company’s common stock could significantly decline or become worthless, if we inadvertently conclude that such approvals are not required when they are, if we do not receive or maintain such permissions or approvals if and when required, or changes in applicable laws, regulations, or interpretations relating to our business or industry which would require us to obtain approvals in the future. If our subsidiary is unable to receive or maintain approvals when required for our business or industry under then applicable PRC laws, then such failure could limit or prohibit the ability of our subsidiary to operate in Hong Kong, and our operations, financial conditions, and the results of operations could be adversely affected, directly or indirectly, and the value of the Company’s common stock could significantly decline or become worthless.

Any restrictions and limitations on foreign exchange and the ability of our subsidiary to make payments to us, to transfer cash between entities, across borders, and to U.S. investors could have a material adverse effect on our ability to conduct business. We do not anticipate paying dividends in the foreseeable future; you should not buy our stock if you expect dividends. Please see ”Risk Factors - Our ability to pay dividends is limited because of our holding company structure creates restrictions on the payment of dividends.

Our holding company NVGT and Hong Kong subsidiary EFLL are currently not required to obtain permission or approval from the Chinese authorities including the China Securities Regulatory Commission, or CSRC, or the Cyberspace Administration of China, or CAC, to operate or to issue securities to foreign investors. Please refer to the consent provided by our PRC legal counsel at Exhibit 23.3 to the Form 10-12G/A ~~dated~~ on June 7, 2022. While this currently does not present any operational risks, interference from the government of the People’s Republic of China (“PRC”) could cause a material change in our operations and the value of the Company’s common stock. Recent statements by the government of the PRC, while not currently applicable to EFLL, could limit the Company’s use of variable interest entities, effect the Company’s data security, and hinder our ability to operate as planned. Further overreach by the Chinese government into Hong Kong could limit the Company’s ability to accept foreign investments or be quoted in the U.S.

We believe that there are certain risks and uncertainties involved in our operations, some of which are beyond our control. We believe a few of the more significant risks relating to our business are as follows summarized below and in “Risk Factors — Risks Of The Corporate Structure Based In Hong Kong.”

In light of China’s extension of its authority into Hong Kong, the Chinese government can change Hong Kong’s rules and regulations including its enforcement and interpretation at any time with little to no advance notice and can intervene at any time with little to no advance notice. NVGT and EFLL are currently not required to obtain permission or approval from Chinese authorities to list on U.S. exchanges. We have not been denied from any Chinese authorities with permissions or approvals to operate our business or to offer our securities so far. However, if our subsidiary or the holding company were required to obtain permission or approval in the future, or we erroneously conclude that permissions or approvals were not required, or we were denied permission or approval from Chinese authorities to operate or to list on U.S. exchanges, we will not be able to continue listing on a U.S. exchange and the value of our common stock would likely significantly decline or become worthless, which would materially affect the interest of the investors. There is a risk that the Chinese government may intervene or influence our operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in Hong Kong-based issuers, which could result in a material change in our operations and/or the value of our securities. Further, any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers and Hong Kong based issuers, would likely significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. Please see Risk Factors - We face the risk that changes in the policies of the PRC government could have a significant impact upon the business we may be able to conduct in the Hong Kong and the profitability of such business. Substantial uncertainties and risks arising from the legal system in China, regarding the enforcement of laws and that rules and regulations in China can change quickly with respect to the political and economic policies of the PRC government and PRC laws and regulations could have a significant impact upon the business that we may be able to conduct in Hong Kong and accordingly on the results of our operations and financial condition. Adverse changes in economic and political policies of the PRC government could have a material and adverse effect on overall economic growth in China and Hong Kong, which could materially and adversely affect our business. General macroeconomic conditions may materially and adversely affect our business, prospects, results of operations and financial position. Occupation protest, demonstration or rioting causing mass disruption to business in Hong Kong may impose adverse impact on the economy of Hong Kong, which in turn may affect our business performance. The PRC government’s control over foreign currency conversion may adversely affect our business and results of operations and our ability to remit dividends. PRC regulations of loans to and direct investments in PRC entities by offshore holding companies may delay or prevent us from making loans or additional capital contributions to our operating subsidiary in Hong Kong, which could materially and adversely affect our liquidity and our ability to fund and expand business. The M&A Rules and certain other PRC regulations may make it more difficult for us to pursue growth through acquisitions. Under the Enterprise Income Tax Law, we may be classified as a “Resident Enterprise” of China. Such classification will likely result in unfavorable tax consequences to us and our non-PRC shareholders and have a material adverse effect on our results of operations and the value of your investment. We face uncertainties with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.

The Chinese government exerts substantial influence over, and can intervene at any time with little to no advance notice in the manner in which we must conduct our business activities. The holding company NVGT and the subsidiary EFLL are currently not required to obtain permission or approval from Chinese authorities to list on U.S. exchanges. However, to the extent that the Chinese government exerts more control over offerings conducted overseas and/or foreign investment in Hong Kong based issuers over time and if our subsidiary or the holding company were required to obtain approval in the future and were denied permission from Chinese authorities to list on U.S. exchanges, we will not be able to continue listing on a U.S. exchange and the value of our common stock may significantly decline or become worthless, which would materially affect the interest of the investors in future. Please see Risk Factors - The Chinese government exerts substantial influence over the manner in which we must conduct our business activities. We are currently not required to obtain permission or approval from Chinese authorities to list on U.S exchanges. However, to the extent that the Chinese government exerts more control over offerings conducted overseas and/or foreign investment in China-based issuers and Hong Kong based issuers over time and if our PRC subsidiaries or the holding company were required to obtain permission or approval in the future and were denied permission from Chinese authorities to list on U.S. exchanges, we will not be able to continue listing on U.S. exchange and the value of our common stock may significantly decline or become worthless, which would materially affect the interest of the investors.

U.S shareholders may face difficulties in effecting service of process against the Company and our officers and directors, as they are all based in Hong Kong. Even with proper service of process, the enforcement of judgments obtained in U.S. courts or foreign courts based on the civil liability provisions of the U.S. federal securities laws would be extremely difficult. Furthermore, there would be added costs and issues with bringing an original action in foreign courts to enforce liabilities based on the U.S. federal securities laws against the Company or any of the officers or directors, and they still may be fruitless.

The holding company and the subsidiary are not required to obtain any permission or approval for our operations from the Chinese government, including those required from the CSRC, CAC or any other entity at present. However, in light of the recent statements and regulatory actions by the PRC government, such as those related to Hong Kong’s national security, the promulgation of regulations prohibiting foreign ownership of Chinese companies operating in certain industries, which are

security, the promulgation of regulations prohibiting foreign ownership of Chinese companies operating in certain industries, which are constantly evolving, and anti-monopoly concerns, we may be subject to the risks of uncertainty of any future actions of the PRC government in this regard including the risk that we inadvertently conclude that such permissions or approvals are not required, that applicable laws, regulations or interpretations change such that we are required to obtain permission or approval in the future, or that the PRC government could disallow our holding company structure, which would likely result in a material change in our operations, including our ability to continue our existing holding company structure, carry on our current business, accept foreign investments, and offer or continue to offer securities to our investors. These adverse actions would likely cause the value of our common stock to significantly decline or become worthless. We may also be subject to penalties and sanctions imposed by the PRC regulatory agencies, including the Chinese Securities Regulatory Commission, if we fail to comply with such rules and regulations, which would likely adversely affect the ability of the Company’s securities to continue to trade on the Over-the-Counter market, which would likely cause the value of our securities to significantly decline or become worthless.2

constantly evolving, and anti-monopoly concerns, we may be subject to the risks of uncertainty of any future actions of the PRC government in this regard including the risk that we inadvertently conclude that such permissions or approvals are not required, that applicable laws, regulations or interpretations change such that we are required to obtain permission or approval in the future, or that the PRC government could disallow our holding company structure, which would likely result in a material change in our operations, including our ability to continue our existing holding company structure, carry on our current business, accept foreign investments, and offer or continue to offer securities to our investors. These adverse actions would likely cause the value of our common stock to significantly decline or become worthless. We may also be subject to penalties and sanctions imposed by the PRC regulatory agencies, including the Chinese Securities Regulatory Commission, if we fail to comply with such rules and regulations, which would likely adversely affect the ability of the Company’s securities to continue to trade on the Over-the-Counter market, which would likely cause the value of our securities to significantly decline or become worthless.

Furthermore, there may be some prominent risks associated with our operations based in Hong Kong. For example, as a U.S.-listed Hong Kong public company, we may face heightened scrutiny, criticism and negative publicity, which could result in a material change in our operations and the value of our common stock. It could also significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. Additionally, changes in Chinese internal regulatory mandates, such as the M&A rules, Anti-Monopoly Law, and the soon to be effective Data Security Law, may target the Company's corporate structure and impact our ability to conduct business in Hong Kong, accept foreign investments, or list on an U.S. or other foreign exchange. Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies and Hong Kong-based companies listed overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. In April 2020, the Cyberspace Administration of China and certain other PRC regulatory authorities promulgated the Cybersecurity Review Measures, which became effective in June 2020. Pursuant to the Cybersecurity Review Measures, operators of critical information infrastructure must pass a cybersecurity review when purchasing network products and services which do or may affect national security. On July 10, 2021, the Cyberspace Administration of China issued a revised draft of the Measures for Cybersecurity Review for public comments (“Draft Measures”), which required that, in addition to “operator of critical information infrastructure,” any “data processor” carrying out data processing activities that affect or may affect national security should also be subject to cybersecurity review, and further elaborated the factors to be considered when assessing the national security risks of the relevant activities. On January 4, 2022, the CAC, in conjunction with 12 other government departments, issued the New Measures for Cybersecurity Review (the "New Measures") on January 4, 2022. The New Measures amends the Draft Measures released on July 10, 2021 and became effective on February 15, 2022. For a detailed description regarding Measures for Cybersecurity Review, please also see Risk Factors - The Chinese government exerts substantial influence over the manner in which we must conduct our business activities. We are currently not required to obtain permission or approval from Chinese authorities to list on U.S exchanges. However, to the extent that the Chinese government exerts more control over offerings conducted overseas and/or foreign investment in China-based issuers and Hong Kong based issuers over time and if our PRC subsidiaries or the holding company were required to obtain permission or approval in the future and were denied permission from Chinese authorities to list on U.S. exchanges, we will not be able to continue listing on U.S. exchange and the value of our common stock may significantly decline or become worthless, which would materially affect the interest of the investors.

The business of NVGT and EFLL until now are not subject to cybersecurity review with the Cyberspace Administration of China, or CAC, given that: (i) we do not have one million individual online users of our products and services in Hong Kong; (ii) we do not possess a large amount of personal information in our business operations.. In addition, we are not subject to merger control review by China’s anti-monopoly enforcement agency due to the level of our revenues which provided from us and audited by our auditor and the fact that we currently do not expect to propose or implement any acquisition of control of, or decisive influence over, any company with revenues within China of more than RMB400 million. Currently, these statements and regulatory actions have had no impact on our daily business operation, the ability to accept foreign investments and list our securities on an U.S. or other foreign exchange. However, since these statements and regulatory actions are the latest, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on our daily business operation, the ability to accept foreign investments and list our securities on an U.S. or other foreign exchange. For a detailed description of the legal and operational risks facing the Company and the offering associated with our operations in Hong Kong, please refer to the “Risk Factors — Risks Of The Corporate Structure Based In Hong Kong”.

Transfers of Cash to and from Our Subsidiary

NVGT is permitted under the Nevada laws to provide funding to our subsidiary in Hong Kong through loans or capital contributions without restrictions on the amount of the funds, subject to satisfaction of applicable government registration, approval and filing requirements. Likewise, EFLL is permitted under the laws of Hong Kong to provide funding to NVGT through earnings distribution without restrictions on the amount of the funds. As of the date of this prospectus, there have been no dividends or distributions among the holding company or the subsidiary and no transfers of cash between the holding company and the subsidiary. We currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future. We have not paid any dividends in the past. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deem relevant, and subject to the restrictions contained in any future financing instruments.

We currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future. We have not paid any dividends in the past. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deem relevant, and subject to the restrictions contained in any future financing instruments.

Subject to the Nevada Revised Statutes and our bylaws, our board of directors may authorize and declare a dividend to shareholders at such time and of such an amount as they think fit if they are satisfied, on reasonable grounds, that immediately following the dividend the value of our assets will exceed our liabilities and we will be able to pay our debts as they become due. There is no further Nevada statutory restriction on the amount of funds which may be distributed by us by dividend.

Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us. The laws and regulations of the PRC do not currently have any material impact on transfers of cash from NVGT to EFLL or from EFLL to NVGT. There are no restrictions or limitation under the laws of Hong Kong imposed on the conversion of HK dollar into foreign currencies and the remittance of currencies out of Hong Kong or across borders and to U.S investors.

Current PRC regulations permit PRC subsidiaries to pay dividends to Hong Kong subsidiaries only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, each of our subsidiaries in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. Each of such entity in China is also required to further set aside a portion of its after-tax profits to fund the employee welfare fund, although the amount to be set aside, if any, is determined at the discretion of its board of directors. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation. As of the date of this prospectus, we do not have any PRC subsidiaries.

The PRC government also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. Therefore, we may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from our profits, if any. Furthermore, if our subsidiaries in the PRC incur debt on their own in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments. If we or our subsidiaries are unable to receive all of the revenues from our operations, we may be unable to pay dividends on our common stock. As of the date of this prospectus, we do not have any PRC subsidiaries.

Cash dividends, if any, on our common stock will be paid in U.S. dollars. If we are considered a PRC tax resident enterprise for tax purposes, any dividends we pay to our overseas shareholders may be regarded as China-sourced income and as a result may be subject to PRC withholding tax at a rate of up to 10.0%.

Pursuant to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income, or the Double Tax Avoidance Arrangement, the 10% withholding tax rate may be lowered to 5% if a Hong Kong resident enterprise owns no less than 25% of a PRC entity. However, the 5% withholding tax rate does not automatically apply and certain requirements must be satisfied, including, without limitation, that (a) the Hong Kong entity must be the beneficial owner of the relevant dividends; and (b) the Hong Kong entity must directly hold no less than 25% share ownership in the PRC entity during the 12 consecutive months preceding its receipt of the dividends. In current practice, a Hong Kong entity must obtain a tax resident certificate from the Hong Kong tax authority to apply for the 5% lower PRC withholding tax rate. As the Hong Kong tax authority will issue such a tax resident certificate on a case-by-case basis, we cannot assure you that we will be able to obtain the tax resident certificate from the relevant Hong Kong tax authority and enjoy the preferential withholding tax rate of 5% under the Double Taxation Arrangement with respect to dividends to be paid by a PRC subsidiary to its immediate holding company. As of the date of this prospectus, we do not have any PRC subsidiaries. In the event that we acquire or form a PRC subsidiary in the future and such PRC subsidiary desires to declare and pay dividends to our Hong Kong subsidiary, our Hong Kong subsidiary will be required to apply for the tax resident certificate from the ~~relevant Hong Kong tax authority. In that case, we will update our investors by SEC filing of disclosure, e.g. a current report on Form 8-K, prior to such actions.~~

relevant Hong Kong tax authority. In that case, we will update our investors by SEC filing of disclosure, e.g. a current report on Form 8-K, prior to such actions.

All our cash is paid directly to our Hong Kong company, EFLL. $0 has passed from EFLL to the parent company. EFLL has made no distributions to the holding company. There have been no transfers of cash between the holding company and the subsidiary.

The recent joint statement by the SEC and PCAOB, and the Holding Foreign Companies Accountable Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. Trading in our securities may be prohibited under the Holding Foreign Companies Accountable Act as the PCAOB has determined that it is unable to inspect or investigate completely our auditor Zhen Hui Certified Public Accountants (“ZHCPA”). OnWe ~~July~~expect ~~14, 2022, pursuant~~ to ~~the~~be ~~HFCAA, the SEC provisionally identified NVGT that we are~~ added to the list of Commission-Identified Issuers under the HFCAA subsequent to the filing of our annual report, and this could materially affect the trading price of our common stock, cause our common stock to be prohibited from trading and that as a result, the exchange may determine to delist our securities. On August 5, 2022, that provisional identification became conclusive and we are now subject to the requirements under the HFCAA, including the prohibition on the trading of such issuer’s securities on a national securities exchange or through any other method is within the SEC’s jurisdiction to regulate, including “over-the-counter” trading. In future, if we do not engage an auditor that is subject to regular inspection by the PCAOB, the Company’s common stock may be delisted under the HFCAA. Please see Risk Factors – The audit report included in this Amendment is prepared by an auditor who is not inspected by the Public Company Accounting Oversight Board and as such, our investors are deprived of the benefits of such inspection. The Company could be delisted if it is unable to timely meet the PCAOB inspection requirements established by the Holding Foreign Companies Accountable Act.

On December 16, 2021, Public Company Accounting Oversight Board (PCAOB) issued a report on its determinations that the PCAOB is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong, a Special Administrative Region of the People’s Republic of China (PRC), because of positions taken by PRC authorities in those jurisdictions. The PCAOB made these determinations pursuant to PCAOB Rule 6100, which provides a framework for how the PCAOB fulfills its responsibilities under the Holding Foreign Companies Accountable Act (HFCAA). The report further listed in its Appendix A and Appendix B, Registered Public Accounting Firms Subject to the Mainland China Determination and Registered Public Accounting Firms Subject to the Hong Kong Determination, respectively. Our auditor Zhen Hui Certified Public Accountants (“ZHCPA”) was included on such list. Our auditor Zhen Hui Certified Public Accountants (“ZHCPA”) is subject to the determinations announced by the PCAOB on December 16, 2021. Consequently, the PCAOB is unable to inspect or investigate completely ZHCPA headquartered in Hong Kong, the lack of access to the PCAOB inspection in China prevents the PCAOB from fully evaluating audits and quality control procedures of the auditors based in China, as a result, the investors may be deprived of the benefits of such PCAOB inspections. The inability of the PCAOB to conduct inspections of auditors in China makes it more difficult to evaluate the effectiveness of these accounting firms’ audit procedures or quality control procedures as compared to auditors outside of China that are subject to the PCAOB inspections.

In addition, under the HFCAA, our securities may be prohibited from trading on the U.S. stock exchanges or in the over the counter trading market in the U.S. if our auditor is not inspected by the PCAOB for three consecutive years, and this ultimately could result in the Company’s common stock being delisted. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (“AHFCAA”), which, if enacted, would amend the HFCAA and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges or in the over the counter trading market in the U.S. if its auditor is not subject to PCAOB inspections for two consecutive years instead of three. InOn ~~future~~August 26, if2022, wethe doPCAOB ~~not~~signed ~~engage~~a anStatement ~~auditor~~of ~~that~~Protocol iswith ~~subject~~the toChina ~~regular~~Securities ~~inspection~~Regulatory byCommission, or the CSRC, and the Ministry of Finance of the PRC, taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong. On December 15, 2022, the ~~Company~~PCAOB announced that it “was able to secure complete access to inspect and investigate audit firms in the People’s ~~common~~Republic ~~stock~~of ~~may~~China be(PRC) ~~delisted~~for the first time in history, in 2022. ~~Also~~Therefore, ~~such~~on asDecember 15, 2022, the ~~potential~~PCAOB ~~for~~Board ~~such~~voted ~~determination~~to ~~would~~vacate ~~materially~~previous ~~affect~~determinations to the ~~trading~~contrary.” Notwithstanding ~~price~~the foregoing, uncertainties exist with respect to the implementation of ~~our~~these ~~common~~provisions ~~stock~~and there is no assurance that the PCAOB will be able to execute, in a timely manner, its future inspections and investigations in a manner that satisfies the ~~potential~~Statement of Protocol. On December 29, 2022, the Consolidated Appropriations Act, 2023, was signed into law, which amended the HFCAA (i) to reduce the number of consecutive years that ~~such~~would ~~determination~~trigger delisting from three years to two years, and (ii) so that any foreign jurisdiction could ~~cause~~be ~~our~~the ~~common~~reason ~~stock~~why the PCAOB does not to have complete access to inspect or investigate a company’s auditors. As it was originally enacted, the HFCAA applied only if the PCAOB’s inability to inspect or investigate because of a position taken by an authority in the foreign jurisdiction where the relevant public accounting firm is located. As a result of the Consolidated Appropriations Act, 2023, the HFCAA now also applies if the PCAOB’s inability to inspect or investigate the relevant accounting firm is due to a position taken by an authority in any foreign jurisdiction. The denying jurisdiction does not need to be ~~prohibited~~where ~~from~~the ~~trading~~accounting firm is located. In future, if we do not engage an auditor that is subject to regular inspection by the PCAOB, the Company’s common stock may be delisted. Also, such as the potential for

such determination would materially affect the trading price of our common stock, and the potential that such determination could cause our common stock to be prohibited from trading.

Furthermore, due to the recent developments in connection with the implementation of the Holding Foreign Companies Accountable Act, we cannot assure you whether the SEC or other regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements. The requirement in the HFCA Act that the PCAOB is unable to inspect the issuer’s public accounting firm within two or three years, may result in the delisting of our securities from applicable trading markets in the U.S. Please see Risk Factors - The Holding Foreign Companies Accountable Act requires the Public Company Accounting Oversight Board (PCAOB) to be permitted to inspect the issuer's public accounting firm within three years. There are uncertainties under the PRC Securities Law relating to the procedures and requisite timing for the U.S. securities regulatory agencies to conduct investigations and collect evidence within the territory of the PRC. If the U.S. securities regulatory agencies are unable to conduct such investigations, they may suspend or de-register our registration with the SEC and delist our securities from applicable trading market within the US.

For detailed discussions on such risks, please see the section captioned “Risk Factors” in our Annual Report on Form 10-K (the “Annual Report” or “Form 10-K”), filed with the SEC on June 29, ~~2022~~2023.

	EXPLANATORY NOTE	1
PART I	FINANCIAL INFORMATION	8
ITEM 1	FINANCIAL STATEMENTS	8
	CONDENSED CONSOLIDATED BALANCE SHEETS	8
	CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS	9
	CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY	10
	CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS	11
	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	12
ITEM 2	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	24
ITEM 3	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	29
ITEM 4	CONTROLS AND PROCEDURES	29

PART II	OTHER INFORMATION
ITEM 1	LEGAL PROCEEDINGS	29
ITEM 2	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	29
ITEM 3	DEFAULTS UPON SENIOR SECURITIES	29
ITEM 4	MINE SAFETY DISCLOSURES	29
ITEM 5	OTHER INFORMATION	29
ITEM 6	EXHIBITS	30
SIGNATURE		31

PART I. FINANCIAL INFORMATION

This Quarterly Report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934 (the “Exchange Act”). These statements are based on management’s beliefs and assumptions, and on information currently available to management. Forward-looking statements include the information concerning our possible or assumed future results of operations set forth under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements also include statements in which words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “consider” or similar expressions are used.

ITEM 1. 　FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets

	December 31,	March 31,
	June 30, 2023	March 31, 2023
	2022	2022
	US$	US$
	(unaudited)	(audited)
ASSETS
Non-Current Assets
Plant and equipment	21,~~196~~902	2,~~635~~049
Right-of-use assets	107,~~727~~153	18,~~061~~940
Total Non-Current Assets	129,~~923~~055	310,~~696~~989
Current Assets
Deposits	1,603	1,~~341~~603
Accounts receivables	91,~~059~~872	~~9,628~~876
Cash and cash equivalents	3730,~~828~~858	4038,~~087~~476
Total Current Assets	4834,~~490~~333	5140,~~056~~955
TOTAL ASSETS	6143,~~413~~388	5451,~~752~~944
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Creditors, other payables and accrual	~~287~~327,~~434~~592	~~276~~316,~~586~~752
Lease liabilities	7,~~153~~244	17,~~087~~195
Total Current Liabilities	~~294~~334,~~587~~836	~~277~~323,~~673~~947
Non-Current Liabilities
Lease liabilities	~~3,643~~-	-1,831
Total Liabilities	~~298~~334,~~230~~836	~~277~~325,~~673~~778
Shareholders’ Equity
Preferred stock, 20,000,000 shares authorized
Preferred stock, 20,000,000 shares authorized Series A Preferred stock, $0.001 par value, 200,000 shares issued Series B Preferred stock, $0.0001 par value, 500,000 shares issued	20,050	20,050
Series A Preferred stock, $0.001 par value, 200,000 shares issued	200	200
Series B Preferred stock, $0.0001 par value, 500,000 shares issued	50	50
Common stock, $0.001 par value, 1,000,000,000 shares authorized, 493,639,025 shares issued	493,639	493,639
Additional paid-in capital	2,940,714	2,940,714
Accumulated deficit	(3,~~671~~726,~~420~~051)	(3,~~657~~708,~~524~~437)
Total Shareholders’ Equity	(~~236~~291,~~817~~448)	(~~222~~273,~~921~~834)
TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY	6143,~~413~~388	5451,~~752~~944

The accompanying notes are an integral part of these consolidated financial statements.

~~Consolidated Statements of Operations~~9

~~(unaudited)~~Consolidated Statements of Operations

	Three months		Nine months
	Ended December 31,		Ended December 31,
	2022	2021	2022	2021
	$	$	$	$
Revenue – air/ocean freight service income	29,360	41,021	140,256	77,595
Cost of services – air/ocean freight service direct cost	(15,164)	(31,188)	(87,331)	(57,076)
	14,196	9,833	52,925	20,519
Operating expenses:
General and administrative expenses	29,067	14,362	66,654	39,906
Finance costs	164	23	167	101
Total expenses	29,231	14,385	66,821	40,007
Loss before provision for income taxes	(15,035)	(4,552)	(13,896)	(19,488)
Provision for income taxes	-	-	-	-
Net loss for the period	(15,035)	(4,552)	(13,896)	(19,488)

(unaudited)

Consolidated Statements of Changes in Stockholders' Equity

	Three months	Three months
	Ended June 30,	Ended June 30,
	2023	2022
	$	$

Revenue – air/ocean freight service income	6,774	57,885
Cost of services – air/ocean freight service direct cost	(2,902)	(40,784)

	3,872	17,101

Operating expenses:
General and administrative expenses	(21,433)	(13,795)
Finance costs	(53)	(3)

Total expenses	(21,486)	(13,798)

(Loss) profit before provision for income taxes	(17,614)	3,303

Provision for income taxes	-	-

Net (loss) profit for the period	(17,614)	3,303

~~(unaudited)~~10

	Series A Preferred stock:		Series B Preferred stock:		Common stock:		Additional paid-in	Accumulated
	Shares	Amount	Shares	Amount	Shares	Amount	capital	deficit	Total
		$		$		$	$	$	$
Balances at March 31, 2021	-	-	-	-	300,000,000	300,000	(299,999)	(12,772)	(12,771)
Effect of reverse merger	200,000	200	500,000	50	49,989,704	49,990	(206,871)	-	(156,631)
Net loss for the period	-	-	-	-	-	-	-	(19,488)	(19,488)
Balances at December 31, 2021	200,000	200	500,000	50	349,989,704	349,990	(506,870)	(32,260)	(188,890)
Balances at March 31, 2022	200,000	200	500,000	50	493,639,025	493,639	2,940,714	(3,657,524)	(222,921)
Net loss for the period	-	-	-	-	-	-	-	(13,896)	(13,896)
Balances at December 31, 2022	200,000	200	500,000	50	493,639,025	493,639	2,940,714	(3,671,420)	(236,817)

Consolidated Statements of Changes in Stockholders' Equity

~~Consolidated Statements of Cash Flows~~(unaudited)

(Unaudited)

	Series A Preferred stock:		Series B Preferred stock:		Common stock:		Additional paid- in	Accumulated
	Shares	Amount	Shares	Amount	Shares	Amount	capital	deficit	Total
		$		$		$	$	$	$

Balances at March 31, 2022	200,000	200	500,000	50	493,639,025	493,639	2,940,714	(3,657,524)	(222,921)

Net profit for the period	-	-	-	-	-	-	-	3,303	3,303

Balances at June 30, 2022	200,000	200	500,000	50	493,639,025	493,639	2,940,714	(3,654,221)	(219,618)


Balances at March 31, 2023	200,000	200	500,000	50	493,639,025	493,639	2,940,714	(3,708,437)	(273,834)

Net loss for the period	-	-	-	-	-	-	-	(17,614)	(17,614)

Balances at June 30 2023	200,000	200	500,000	50	493,639,025	493,639	2,940,714	(3,726,051)	(291,448)

	Nine months ended December 31,
	2022	2021
	$	$
Cashflow from Operating Activities
Loss for the period	(13,896)	(19,488)
Adjustments for:
Finance costs	167	101
Depreciation	5,075	4,778
Operating cash flows before working capital change	(8,654)	(14,609)
Changes in Working Capital:
Accounts receivables	569	(13,766)
Deposit	(262)	-
Creditors, Accruals and Other Payables	10,848	34,944
Total	11,155	21,178
Cash generated from Operating Activities	2,501	6,569
Cashflow from Financing Activities
Repayment of lease liabilities	(4,593)	(4,803)
Interest paid	(167)	(101)
Total	(4,760)	(4,904)
Net change in cash and cash equivalents	(2,259)	1,665
Cash & Cash equivalents at the beginning of the period	40,087	36,100
Cash & Cash equivalents at the end of the period	37,828	37,765

~~Notes~~Consolidated toStatements ~~the~~of ~~Financial~~Cash ~~Statements~~Flows

~~For the nine months ended December 31, 2022 and 2021~~(Unaudited)

Note 1 - Nature of Operations and Basis of Presentation

	Three months ended June 30,
	2023	2022
	$	$

Cashflow from Operating Activities
(Loss) profit for the period	(17,614)	3,303
Adjustments for:
Finance costs	53	3
Depreciation	1,934	1,207
Operating cash flows before working capital change	(15,627)	4,513

Changes in Working Capital:
Accounts receivables	(996)	2,032
Deposit	-	(128)
Creditors, Accruals and Other Payables	10,840	(8,222)
Total	9,844	(6,318)

Cash generated from Operating Activities	(5,783)	(1,805)

Cashflow from Financing Activities
Repayment of lease liabilities	(1,782)	(1,087)
Interest paid	(53)	(3)
Total	(1,835)	(1,090)

Net change in cash and cash equivalents	(7,618)	(2,895)

Cash & Cash equivalents at the beginning of the period	38,476	40,087
Cash & Cash equivalents at the end of the period	30,858	37,192

~~Legal Status and Nature of Operations~~ 12

~~This~~Notes ~~summary of significant accounting policies of Novagant Inc. (the “Company”) and Ever Full Logistics Limited (“EFLL”) (together with the Company collectively referred~~ to as the ~~“Group”)~~Financial is presented to assist in understanding the Group’s unaudited consolidated financial statements for the nine months ended December 31, 2022. The consolidated financial statements and notes are representations of the Company's management who is responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.Statements

~~The~~For Company was initially incorporated as Kendrex Systems, Inc in Nevada. on February 23, 1987. Kendrex Systems, Inc. changed to HLHKWorld Group, Inc. on November 18, 1996. HLHK World Group, Inc. changed to Trimfast Group, Inc. in Nevada on September 4, 1998. On December 21, 1998, the ~~Company~~three ~~completed~~months aended 1June for 10 reverse stock split. In 2001 the Company filed for protection under Chapter 7 of the United States Bankruptcy Code and ceased all activities. On October 21, 2002, the Company completed a 1 for 200reverse stock split. During the period 2002 thru 2006, the Company was known as TrimFast Group, Inc. On November 9, 2004, the Company completed a 1 for 9 reverse stock split. On November 21, 2006, in conjunction with a one for 30 ~~share reverse split of it’s common stock~~, ~~the~~2023 ~~Company changed its’ name to EDollars, Inc. On September 18, 2007 the Company changed its’ name to Forex, Inc.~~ and completed a one for 20 reverse stock split. On March 26, 2008, the Company changed its’ name to Petrogulf, Inc. On April23, 2012, the Company acquired 100% of Neeksom, Inc., a Nevada Corporation. On November 26, 2013 the Company changed its name to Novagant, Inc. During 2014, the Company exited its business products business and returned the Neeksom, Inc. subsidiary to its prior owners. The Company previously elected to pursue selling financial products. Trimfast Group, Inc. changed to Edollars, Inc. in Nevada on November, 2006. Edollars, Inc. changed to Forex, Inc. in June, 2007. Forex, Inc. changed to Petrogulf Corp. on March 26, 2008. Petrogulf Inc. changed to Novagant, Inc. on November 26, 2013. On January 1, 2014, the Company changed its symbol from PTRF to NVGT.2022

InNote ~~2015,~~1 ~~the~~- ~~Company~~Nature ~~ceased~~of ~~operations~~Operations and ~~reporting.~~Basis ~~On December 9, 2019, in Case No. A-19-804454-B, Eight Judicial DistrictCourt, Clark County, Nevada, GrassRoots Advisory, LLC (“GrassRoots”) was granted custodianship~~ of ~~the Company. On January 8, 2020, GrassRoots sold the controlling interest in the Company to Alexander M. Woods-Leo.~~Presentation

OnLegal ~~January~~Status 8, 2020, GrassRoots agreed to assist Alexander M. Woods-Leo in acquiring control block of a custodian PubCo OTC: NVGT (Novagant Corp). Doug DiSanti Agrees to give 500,000 Preferred B. Shares to Alexander M Woods-Leo in exchange for the amount of $15,000 which was paid. The Preferred B shares will be Non-convertible and ~~equal~~Nature ~~to 1,000 common votes per 1 Preferred share. A total~~ of ~~500,000,000 common votes will be given to Alexander M. Woods-Leo. GrassRoots sold the controlling interest in the Company to Alexander M. Woods-Leo.~~Operations

AsThis summary of ~~April~~significant ~~21,~~accounting ~~2021,~~policies ~~Pacific~~of ~~Corporate~~Novagant ~~Advisory~~Inc. ~~Services~~(the ~~Limited~~“Company”) ~~who~~and ~~represents,~~Ever ~~Mr.~~Full ~~WeiQun~~Logistics ~~Chen,~~Limited ~~purchased~~(“EFLL”) (together with the ~~Preferred~~Company Bcollectively ~~Control~~referred ~~block~~to ~~from~~as ~~Mr.~~the ~~Alexander~~“Group”) M.is ~~Woods-Leo.~~presented Asto ~~per~~assist ~~escrow~~in ~~agreement,~~understanding ~~Mr.~~the ~~Alexander~~Group’s M.unaudited ~~Woods-~~consolidated ~~Leo~~financial ~~had~~statements ~~submitted~~for the ~~proper~~three ~~stock~~months ~~power~~ended ~~with~~June ~~respect~~30, to2023. ~~the~~The ~~change~~consolidated offinancial ~~control~~statements toand ~~escrow.~~notes Onare ~~May~~representations 6,of ~~2021,~~the ~~Mr.~~Company's ~~Alexander~~management M.who ~~Woods-Leo~~is ~~resigned~~responsible asfor antheir ~~officer~~integrity and ~~director and appointed Mr~~objectivity. ~~WeiQun~~These ~~Chen~~accounting aspolicies ~~Chairman,~~conform ~~CEO~~to ~~and~~generally ~~Director,~~accepted ~~Mr.~~accounting ~~HongZhen~~principles Xuand ashave ~~Secretary,~~been ~~Treasurer~~consistently ~~and~~applied ~~Director,~~in ~~and~~the ~~Haiyan~~preparation ~~Zeng~~of asthe afinancial ~~Director~~statements.

~~EFLL~~The isCompany awas ~~limited~~initially ~~company~~ incorporated as Kendrex Systems, Inc in ~~Hong~~Nevada. ~~Kong~~on February 23, 1987. ~~The~~ ~~address~~Kendrex Systems, Inc. changed to HLHKWorld Group, Inc. on November 18, 1996. HLHK World Group, Inc. changed to Trimfast Group, Inc. in Nevada on September 4, 1998. On December 21, 1998, the Company completed a 1 for 10 reverse stock split. In 2001 the Company filed for protection under Chapter 7 of ~~its~~the ~~registered~~United ~~office~~States Bankruptcy Code and ~~principal~~ceased ~~place~~all ofactivities. ~~business~~On ~~are~~October ~~Unit~~21, A2002, ~~Room~~the ~~V28~~Company completed a 1 for 200reverse stock split. During the period 2002 thru 2006, ~~5/F~~the Company was known as TrimFast Group, Inc. On November 9, ~~Victory~~2004, ~~Industrial~~the ~~Building~~Company completed a 1 for 9 reverse stock split. On November 21, ~~151-157~~2006, Woin Yiconjunction ~~Hop~~with ~~Road~~a one for 30 share reverse split of it’s common stock, ~~Kwai~~the ~~Chung~~Company changed its’ name to EDollars, ~~New~~Inc. ~~Territories~~On September 18, 2007 the Company changed its’ name to Forex, Inc. ~~The~~and ~~principal~~completed ~~activity~~a ofone for 20 reverse stock split. On March 26, 2008, the Company ~~during~~changed its’ name to Petrogulf, Inc. On April23, 2012, the ~~year~~Company ~~was~~acquired ~~provision~~100% of ~~logistics~~Neeksom, ~~services~~Inc., a Nevada Corporation. On November 26, 2013 the Company changed itsname to Novagant, Inc. During 2014, the Company exited its business products business and returned the Neeksom, Inc. subsidiary to its prior owners. The Company previously elected to pursue selling financial products. Trimfast Group, Inc. changed to Edollars, Inc. in Nevada on November, 2006. Edollars, Inc. changed to Forex, Inc. in June, 2007. Forex, Inc. changed to Petrogulf Corp. on March 26, 2008. Petrogulf Inc. changed to Novagant, Inc. on November 26, 2013. On January 1, 2014, the Company changed its symbol from PTRF to NVGT.

OnIn ~~September 21~~2015, ~~2021,~~ the Company ~~entered~~ceased ~~into~~operations aand ~~Share~~reporting. ~~Exchange~~On ~~Agreement~~December ~~(the~~9, ~~“Exchange Agreement”) with Ever Full Logistics Limited (“EFLL”)~~2019, ~~registered and incorporated as a private limited liability company~~ in ~~Hong~~Case ~~Kong~~No. ~~The~~ ~~Company~~A-19-804454-B, ~~received~~Eight ~~100%~~Judicial ofDistrictCourt, ~~the~~Clark ~~issued~~County, ~~and outstanding shares of EFLL in exchange for newly issued 300~~Nevada,~~000,000~~ ~~shares~~GrassRoots ~~of common stock of the Company~~Advisory, ~~thus~~LLC ~~causing~~(“GrassRoots”) ~~EFLL~~was togranted ~~become~~custodianship ~~a direct wholly-owned subsidiary~~ of the Company. ~~This~~ ~~transaction~~On ~~resulted~~January in8, ~~the~~2020, ~~owner~~GrassRoots ofsold ~~EFLL~~the ~~obtaining~~controlling ~~a majority voting~~ interest in the Company~~. The~~ ~~merger~~to ofAlexander ~~EFLL~~M. ~~into the Company results in EFLL having control of the combined entity~~Woods-Leo.

~~Notes~~On January 8, 2020, GrassRoots agreed to assist Alexander M. Woods-Leo in acquiring control block of a custodian PubCo OTC: NVGT (Novagant Corp). Doug DiSanti Agrees to give 500,000 Preferred B. Shares to Alexander M Woods-Leo in exchange for the ~~Financial~~amount ~~Statements~~of $15,000 which was paid. The Preferred B shares will be Non-convertible and equal to 1,000 common votes per 1 Preferred share. A total of 500,000,000 common votes will be given to Alexnader M. Woods-Leo. GrassRoots sold the controlling interest in the Company to Alexander M. Woods-Leo.

~~For~~As of April 21, 2021, Pacific Corporate Advisory Services Limited who represents, Mr. WeiQun Chen, purchased the ~~nine~~Preferred ~~months~~B ~~ended~~Control ~~December~~block 31from Mr. Alexander M. Woods-Leo. As per escrow agreement, ~~2022~~Mr. ~~and~~Alexander M. Woods- Leo had submitted the proper stock power with respect to the change of control to escrow. On May 6, 2021, Mr. Alexander M. Woods-Leo resigned as an officer anddirector and appointed Mr. WeiQun Chen as Chairman, CEO and Director, Mr. HongZhen Xu as Secretary, Treasurer and Director, and Haiyan Zeng as a Director.

~~Note~~EFLL 1is -a ~~Nature~~limited company incorporated in Hong Kong. The address of ~~Operations~~its registered office and ~~Basis~~principal place of ~~Presentation~~business are Unit A, Room V28, 5/F., Victory Industrial Building, 151-157 ~~continued~~Wo Yi Hop Road, Kwai Chung, New Territories. The principal activity of the Company during the year was provision of logistics services.

~~For~~On ~~financial~~September ~~reporting~~21, ~~purposes~~2021, the ~~transaction~~Company ~~represents~~entered ainto ~~"reverse merger" rather than~~ a ~~business~~Share ~~combination~~Exchange ~~and~~Agreement (the ~~Company~~“Exchange isAgreement”) ~~deemed~~with toEver beFull ~~the~~Logistics ~~accounting~~Limited ~~acquiree~~(“EFLL”), inregistered ~~the~~and ~~transaction.~~incorporated ~~The~~as ~~transaction~~a isprivate ~~being~~limited ~~accounted~~liability ~~for~~company asin aHong ~~reverse merger and recapitalization~~Kong. The Company isreceived ~~the~~100% ~~legal~~of ~~acquirer~~the ~~but~~issued ~~accounting~~and ~~acquiree~~outstanding ~~for~~shares ~~financial~~of ~~reporting purposes and~~ EFLL isin ~~the~~exchange ~~acquired~~for ~~company~~newly ~~but~~issued ~~accounting acquirer. Consequently~~300,000,000 ~~the~~shares ~~assets~~of ~~and~~common ~~liabilities~~stock ~~and~~of the ~~operations~~Company, ~~that~~thus ~~will~~causing beEFLL ~~reflected in the historical financial statements prior~~ to ~~the~~become ~~transaction~~a ~~will~~direct bewholly-owned ~~those~~subsidiary of ~~EFLL~~the ~~and~~Company. This ~~will~~transaction beresulted ~~recorded~~in at the ~~historical~~owner ~~cost basis~~ of EFLL, ~~and~~obtaining noa ~~goodwill~~majority ~~will~~voting beinterest ~~recognized~~ in ~~this~~the ~~transaction~~Company. The ~~consolidated~~merger ~~financial statements after completion~~ of ~~the transaction will include the assets and liabilities of~~ EFLL ~~and~~into the Company, ~~and~~results ~~the~~in ~~historical operations of the Company and the combined operations of~~ EFLL ~~from~~having ~~the~~control ~~initial closing date~~ of the ~~transaction~~combined entity.

~~Basis of Presentation~~ 13

~~The~~Notes ~~consolidated~~to ~~financial statements include all of~~ the ~~assets,~~Financial liabilities, revenues, expenses and cash flows of entities in which the Company has a controlling interest (“subsidiaries”). Intercompany accounts and transactions between consolidated companies have been eliminated in consolidation.Statements

~~Consolidated~~For ~~financial statements prepared following a reverse acquisition are issued under~~ the ~~name~~three of the legal parent (accounting acquiree) but as a continuation of the financial statements of the legal subsidiary (accounting acquirer), with one adjustment, which is to retroactively adjust the accounting acquirer’s legal capital to reflect the legal capital of the accounting acquiree. That adjustment is required to reflect the capital of the legal parent (the accounting acquiree). Therefore the consolidated financial statements are those of EFLL as of and for the nine months ~~period~~ ended ~~December~~June 3130, ~~2022~~2023 and 2021. On the other hand, the comparative information on shareholders’ equity presented in those consolidated financial statements is retroactively adjusted to reflect the legal capital of the legal parent (accounting acquiree).2022

~~The~~Note ~~consolidated~~1 ~~financial~~- ~~statements~~Nature ~~include the accounts~~ of ~~Novagant~~Operations ~~Corp.~~ and ~~Ever~~Basis ~~Full~~of ~~Logistics~~Presentation ~~Limited, a wholly~~-~~owned~~ ~~subsidiary of the Company incorporated in Hong Kong as a private company on June 3, 2020.~~continued

~~All~~For ~~significant~~financial ~~inter-~~reporting purposes, the transaction represents a "reverse merger" rather than a business combination and the Company is deemed to be the accounting acquiree in the transaction. The transaction is being accounted for as a reverse merger and recapitalization. The Company is the legal acquirer but accounting acquiree for financial reporting purposes and EFLL is the acquired company ~~balances~~but accounting acquirer. Consequently, the assets and ~~transactions~~liabilities ~~within~~and the operations that will be reflected in the historical financial statements prior to the transaction will be those of EFLL and will be recorded at the historical cost basis of EFLL, and no goodwill will be recognized in this transaction. The consolidated financial statements after completion of the transaction will include the assets and liabilities of EFLL and the Company, ~~have~~and ~~been~~the ~~eliminated~~historical ~~upon~~operations ~~consolidation~~of the Company and the combined operations of EFLL from the initial closing date of the transaction.

~~The~~Basis ~~accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States~~ of ~~America (“U.S. GAAP”), and include the financial statements of the Company and EFLL. All material intercompany transactions and balances have been eliminated in the consolidation.~~Presentation

~~These~~The consolidated financial statements ~~have~~include ~~been~~all ~~prepared~~of ~~under~~ the ~~historical~~assets, ~~cost~~liabilities, ~~convention~~revenues, expenses and ~~all~~cash flows of entities in which the Company has a controlling interest (“subsidiaries”). Intercompany accounts and transactions ~~have~~between ~~been~~consolidated ~~accounted~~companies ~~for~~have onbeen ~~accrual~~eliminated ~~basis~~in consolidation.

~~Going~~Consolidated ~~concern~~financial statements prepared following a reverse acquisition are issued under the name of the legal parent (accounting acquiree) but as a continuation of the financial statements of the legal subsidiary (accounting acquirer), with one adjustment, which is to retroactively adjust the accounting acquirer’s legal capital to reflect the legal capital of the accounting acquiree. That adjustment is required to reflect the capital of the legal parent (the accounting acquiree). Therefore the consolidated financial statements are those of EFLL as of and for the three months ended June 30, 2023 and 2022. On the other hand, the comparative information on shareholders’ equity presented in those consolidated financial statements is retroactively adjusted to reflect the legal capital of the legal parent (accounting acquiree).

AsThe atconsolidated ~~December~~financial ~~31,~~statements ~~2022,~~include the ~~Company~~accounts ~~and~~of ~~EFLL~~Novagant ~~(collectively~~Corp. ~~referred to as the “Group”) had net current liabilities~~ and ~~net~~Ever ~~liabilities~~Full ofLogistics ~~$246~~Limited,~~097~~ ~~and~~a ~~$236,817,~~wholly-owned ~~respectively.~~subsidiary ~~These conditions indicate the existence~~ of ~~a material uncertainty which may cast significant doubt about~~ the ~~Group’s~~Company ~~ability~~incorporated toin ~~continue~~Hong Kong as a ~~going~~private ~~concern.~~company ~~Therefore,~~on ~~the~~June ~~Group~~3, ~~may be unable to realise its assets and discharge its liabilities in the normal course of business~~2020.

~~These~~All ~~consolidated~~significant ~~financial~~inter-company ~~statements~~balances ~~have~~and ~~been~~transactions ~~prepared~~within ~~on a going concern basis,~~ the validity of which depends upon the financial support from the shareholders at a level sufficient to finance the working capital requirements of the Group. The shareholders have agreed to provide adequate funds for the Group to meet its liabilities as they fall due for the foreseeable future. The directors of the Company ~~is therefore of the opinion that it is appropriate to prepare the consolidated financial statements on a going concern basis. Should the Group be unable to continue as going concern, adjustments would~~ have to be made to the consolidated financial statements to adjust the value of the Group’s assets to their recoverable amounts, to reclassify non-current assets as current assets and to provide for any further liabilities which might arise. The effect of these adjustments has not been ~~reflected~~eliminated inupon ~~the consolidated financial statements~~consolidation.

~~Notes~~The toaccompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the ~~Financial~~United ~~Statements~~States of America (“U.S. GAAP”), and include the financial statements of the Company and EFLL. All material intercompany transactions and balances have been eliminated in the consolidation.

~~For~~These ~~the~~consolidated ~~nine~~financial ~~months~~statements ~~ended~~have ~~December~~been ~~31,~~prepared ~~2022~~under the historical cost convention and ~~2021~~all transactions have been accounted for on accrual basis.

~~Note~~Going ~~2 - Summary of Significant Accounting and Reporting Policy~~concern

~~Use~~As at June 30, 2023, the Company and EFLL (collectively referred to as the “Group”) had net current liabilities and net liabilities of ~~judgment~~$300,503 and ~~estimates~~$291,448, respectively. These conditions indicate the existence of a material uncertainty which may cast significant doubt about the Group’s ability to continue as a going concern. Therefore, the Group may be unable to realise its assets and discharge its liabilities in the normal course of business.

~~The~~These ~~preparation~~consolidated offinancial statements have been prepared on a going concern basis, the ~~consolidated~~validity of which depends upon the financial ~~statements~~support isfrom inthe ~~conformity~~shareholders ~~with~~at ~~approved~~a ~~accounting~~level ~~standards~~sufficient ~~which~~to ~~requires~~finance ~~management~~the working capital requirements of the Group. The shareholders have agreed to ~~make~~provide ~~judgments,~~adequate ~~estimates~~funds ~~and~~for ~~assumptions~~the ~~that~~Group ~~affect~~to meet its liabilities as they fall due for the ~~application~~foreseeable future. The directors of ~~policies~~the ~~and~~Company ~~reported~~is ~~amounts~~therefore of ~~assets,~~the ~~liabilities,~~opinion ~~income~~that ~~and~~it ~~expenses.~~is ~~The~~appropriate ~~estimates~~to ~~and~~prepare ~~related~~the ~~assumptions~~consolidated ~~are~~financial ~~based~~statements on ~~historical~~a ~~experience~~going ~~and~~concern ~~various~~basis. ~~other~~Should ~~factors~~the ~~that~~Group ~~are~~be ~~believed~~unable to continue as going concern, adjustments would have to be ~~reasonable~~made ~~under~~to the ~~circumstances.~~consolidated ~~The~~financial ~~estimates~~statements ~~and~~to ~~related~~adjust ~~assumptions~~the ~~are~~value ~~reviewed~~of onthe anGroup’s ~~ongoing~~assets ~~basis.~~to ~~Accounting~~their ~~estimates~~recoverable ~~are~~amounts, ~~revised~~to inreclassify ~~the~~non-current ~~period~~assets inas current assets and to provide for any further liabilities which ~~such~~might ~~revisions~~arise. ~~are~~The ~~made~~effect ~~and~~of these adjustments has not been reflected in ~~any~~the ~~future~~consolidated ~~periods~~financial ~~affected~~statements.

Significant management estimates in these consolidated financial statements relate to the useful life of plant and equipment, provisions and doubtful receivables. However, the management believes that the change in outcome of estimates would not have a material effect on the amounts disclosed in the consolidated financial statements.14

~~Judgment~~Notes ~~made~~to ~~by management in~~ the ~~application~~Financial ~~of approved standards that have significant effect on the consolidated financial statements and estimates with a risk of material adjustment in subsequent year are as follows:~~Statements

~~Depreciation~~For ~~method,~~the ~~rates~~three ~~and~~months ~~useful~~ended ~~lives~~June of30, ~~plant~~2023 and ~~equipment~~2022

~~The~~Note ~~management~~2 of- ~~the~~Summary ~~Company~~of ~~reassesses~~Significant ~~useful~~Accounting ~~lives, depreciation method,~~ and ~~rates~~Reporting ~~for each item of plan and equipment annual by considering expected pattern of economic benefits that the Group expects to derive from those items.~~Policy

~~Provisions~~Use of judgment and estimates

~~Provisions~~The ~~are~~preparation ~~based~~of onthe ~~best~~consolidated ~~estimate~~financial ofstatements ~~the~~is ~~expenditure~~in ~~required~~conformity towith ~~settle~~approved ~~the~~accounting ~~present~~standards ~~obligation~~which atrequires ~~the~~management ~~reporting~~to ~~date~~make judgments, estimates and assumptions that ~~is,~~affect the ~~amount~~application ~~that~~of ~~the~~policies ~~Group~~and ~~would~~reported ~~rationally~~amounts ~~pay~~of assets, liabilities, income and expenses. The estimates and related assumptions are based on historical experience and various other factors that are believed to ~~settle~~be reasonable under the ~~obligation~~circumstances. atThe estimates and related assumptions are reviewed on an ongoing basis. Accounting estimates are revised in the ~~reporting~~period ~~date~~in orwhich tosuch ~~transfer~~revisions itare tomade aand ~~third~~in ~~party~~any future periods affected.

~~Impairment~~Significant management estimates in these consolidated financial statements relate to the useful life of plant and equipment, provisions and doubtful receivables. However, the management believes that the change in outcome of estimates would not have a material effect on the amounts disclosed in the consolidated financial statements.

~~The~~Judgment ~~carrying~~made ~~amounts~~by ofmanagement in the ~~Group's~~application ~~assets are reviewed at each balance sheet date to determine whether there is any indication~~ of ~~impairment~~approved ~~loss.~~standards Ifthat ~~any~~have ~~such~~significant ~~indication~~effect ~~exists,~~on ~~recoverable~~the ~~amount~~consolidated isfinancial ~~estimated~~statements inand ~~order~~estimates towith ~~determine~~a ~~the~~risk ~~extent~~ of ~~the~~material ~~impairment~~adjustment ~~loss, if any. Impairment loss is recorded on judgmental basis, for which provision may differ~~ in ~~the~~subsequent ~~future~~year ~~years~~are ~~based~~as ~~on the actual expense.~~follows:

~~Basis~~Depreciation method, rates and useful lives of ~~consolidation~~plant and equipment

The ~~consolidated~~management ~~financial~~of ~~statements~~the ~~include~~Company ~~the~~reassesses ~~accounts~~useful oflives, ~~the~~depreciation ~~Company~~method, and ~~EFLL.~~rates ~~All~~for ~~significant~~each ~~inter-company~~item ~~balances~~of plan and ~~transactions~~equipment ~~within~~annual by considering expected pattern of economic benefits that the ~~Company~~Group ~~have~~expects ~~been~~to ~~eliminated~~derive ~~upon~~from ~~consolidation~~those items.

~~Cash and cash equivalents~~Provisions

~~The~~Provisions ~~Group~~are ~~considers~~based ~~all~~on ~~highly~~best ~~liquid~~estimate ~~investments~~of ~~with~~the aexpenditure ~~maturity~~required ofto ~~three~~settle ~~months~~the orpresent ~~less~~obligation at the reporting date, ofthat ~~acquisition~~is, the amount that the Group would rationally pay to besettle ~~cash~~the ~~equivalents~~obligation at the reporting date or to transfer it to a third party.

~~Notes to the Financial Statements~~Impairment

~~For~~The carrying amounts of the ~~nine~~Group's ~~months~~assets ~~ended~~are ~~December~~reviewed 31at each balance sheet date to determine whether there is any indication of impairment loss. If any such indication exists, ~~2022~~recoverable ~~and~~amount ~~2021~~is estimated in order to determine the extent of the impairment loss, if any. Impairment loss is recorded on judgmental basis, for which provision may differ in the future years based on the actual expense.

~~Note~~Basis ~~2 - Summary~~ of ~~Significant Accounting and Reporting Policy - continued~~consolidation

~~Revenue~~The ~~recognition~~consolidated financial statements include the accounts of the Company and EFLL. All significant inter-company balances and transactions within the Company have been eliminated upon consolidation.

~~ASU~~Cash ~~No. 2014-09, Revenue from Contracts with Customers (“Topic 606”), became effective for the Company on April 1, 2018~~ and ~~were~~cash adopted using the modified retrospective method. The adoption of the new revenue standards as of April 1, 2018 did not change the Group’s revenue recognition as there were no revenues during the period.equivalents

~~Under~~The ~~the new revenue standards, the~~ Group ~~recognizes~~considers ~~revenues~~all ~~when~~highly ~~its~~liquid ~~customer~~investments obtains control of promised goods or services, in an amount that reflects the consideration which it expects to receive in exchange for those goods. The Company recognizes revenues following the five step model prescribed under ASU No. 2014-09: (i) identify contract(s) with a ~~customer;~~maturity ~~(ii)~~of ~~identify~~three ~~the~~months ~~performance~~or ~~obligations~~less inat the ~~contract;~~date ~~(iii)~~of ~~determine~~acquisition ~~the transaction price; (iv) allocate the transaction price~~ to ~~the~~be ~~performance~~cash ~~obligations in the contract; and (v) recognize revenues when (or as) we satisfy the performance obligation~~equivalents.

The Group’s revenue is derived from provision of air or ocean freight services to the customers located in Hong Kong, and are recognized when the services are performed in accordance with the agreed terms.15

~~Accounts~~Notes ~~receivable~~to the Financial Statements

~~The~~For Group reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary. The allowance for doubtful accounts is maintained to provide for losses arising from customers’ inability to make required payments. If there is deterioration of our customers’ credit worthiness and/or there is an increase in the ~~length~~three ofmonths ~~time~~ended ~~that~~June ~~the receivables are past due greater than the historical assumptions used~~30, ~~additional~~2023 ~~allowances may be required. The management of the Company considered as of December 31, 2022,~~ and ~~March 31,~~ 2022~~, no allowance for doubtful accounts is necessary.~~

~~Foreign~~Note ~~currency~~2 ~~translation~~- Summary of Significant Accounting and Reporting Policy - continued

~~The~~Revenue functional currency of the Company is United States Dollars (“US$”). The functional currency of EFLL is Hong Kong dollars (“HK$”). The Group maintains its consolidated financial statements in US$. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchanges rates prevailing at the dates of the transaction. During the nine months ended December 31, 2022, the exchange rate being use to translate amount in HK$ is fixed at 7.8 to US$1 for the purpose of preparing the consolidated financial statements which is derived from October 17, 1983 monetary policy from Hong Kong Monetary Authority where the Hong Kong dollar was pegged at a rate of 7.8 HK$ = 1 US$, through the currency board system with a limited floating range from 7.85 to 7.75. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods.recognition

~~For~~ASU ~~financial~~No. ~~reporting purposes~~2014-09, ~~the~~Revenue ~~financial~~from ~~statements~~Contracts ofwith ~~the~~Customers ~~Group~~(“Topic ~~which~~606”), ~~are~~became ~~prepared~~effective ~~using~~for the ~~functional~~Company ~~currency~~on ~~have~~April ~~been~~1, ~~translated~~2018 ~~into US$. Assets~~ and ~~liabilities~~were ~~are~~adopted ~~translated~~using at the ~~exchange~~modified ~~rates~~retrospective atmethod. ~~the~~The ~~balance~~adoption ~~sheet~~of ~~dates~~the ~~and~~new revenue ~~and~~standards ~~expenses~~as ~~are~~of ~~translated~~April at1, ~~the~~2018 ~~average~~did ~~exchange~~not ~~rates~~change ~~and~~the ~~stockholders~~Group’s ~~equity~~revenue isrecognition ~~translated~~as atthere ~~historical~~were ~~exchange~~no ~~rates. Any~~revenues ~~translation~~during ~~adjustments~~the ~~resulting are not included in determining net income but are included in foreign exchange adjustment to other comprehensive income, a component of stockholders’ equity~~period.

~~Notes~~Under the new revenue standards, the Group recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration which it expects to receive in exchange for those goods. The Company recognizes revenues following the ~~Financial~~five ~~Statements~~step model prescribed under ASU No. 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) we satisfy the performance obligation.

~~For~~The Group’s revenue is derived from provision of air or ocean freight services to the ~~nine~~customers ~~months~~located ~~ended~~in ~~December~~Hong 31Kong, ~~2022~~ and ~~2021~~are recognized when the services are performed in accordance with the agreed terms.

~~Note~~Accounts ~~2 - Summary of Significant Accounting and Reporting Policy - continued~~receivable

~~Income~~The ~~taxes~~Group reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary. The allowance for doubtful accounts is maintained to provide for losses arising from customers’ inability to make required payments. If there is deterioration of our customers’ credit worthiness and/or there is an increase in the length of time that the receivables are past due greater than the historical assumptions used, additional allowances may be required. The management of the Company considered as of June 30 2023, and March 31, 2022, no allowance for doubtful accounts is necessary.

~~The~~Foreign ~~Group~~currency provides for income taxes under Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes. SFAS No. 109 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. SFAS No. 109 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.translation

The ~~provision~~functional ~~for~~currency ~~income~~of ~~taxes~~the ~~includes~~Company ~~income~~is ~~taxes~~United ~~currently~~States ~~payable~~Dollars ~~and~~(“US$”). The ~~those~~functional ~~deferred~~currency ~~as a result~~ of ~~temporary~~EFLL ~~differences~~is ~~between~~Hong ~~the~~Kong ~~financial~~dollars ~~statements~~(“HK$”). The ~~and~~Group ~~the~~maintains ~~income~~its ~~tax~~consolidated ~~basis~~financial ofstatements ~~assets~~in ~~and liabilities~~US$. Monetary ~~Deferred income tax~~ assets and liabilities ~~are~~denominated ~~measured~~in ~~using~~currencies ~~enacted~~other ~~income~~than ~~tax~~the ~~rates~~functional ~~expected~~currency toare ~~apply~~translated tointo ~~taxable income in~~ the ~~years~~functional incurrency ~~which~~at ~~those~~rates ~~temporary~~of ~~differences~~exchange ~~are~~prevailing ~~expected~~at tothe bebalance ~~recovered~~sheet ~~or settled~~dates. Transactions ~~The~~denominated ~~effect~~in ofcurrencies aother ~~change~~than inthe ~~income~~functional ~~tax~~currency ~~rates~~are ontranslated ~~deferred~~into ~~income~~the ~~tax~~functional ~~assets~~currency ~~and~~at ~~liabilities~~the isexchanges ~~recognized~~rates inprevailing ~~income~~at orthe ~~loss~~dates inof the ~~period~~transaction. ~~that~~During ~~includes~~ the ~~enactment~~three ~~date.~~months Aended ~~valuation~~June ~~allowance~~30, is2023, ~~provided~~the toexchange ~~reduce~~rate ~~deferred~~being ~~tax~~use ~~assets~~ to ~~the~~translate amount ofin ~~future~~HK$ ~~tax benefit when it~~ is ~~more~~fixed ~~likely~~at ~~than~~7.8 ~~not~~to ~~that~~US$1 ~~some~~for ~~portion~~the orpurpose ~~all~~ of preparing the ~~deferred~~consolidated ~~tax~~financial ~~assets~~statements ~~will~~which ~~not~~is bederived ~~realized.~~from ~~Projected~~October ~~future~~17, ~~taxable~~1983 ~~income~~monetary ~~and~~policy ~~ongoing~~from ~~tax~~Hong ~~planning~~Kong ~~strategies~~Monetary ~~are~~Authority ~~considered~~where ~~and~~the ~~evaluated~~Hong ~~when~~Kong ~~assessing~~dollar ~~the~~was ~~need~~pegged ~~for~~at a ~~valuation~~rate ~~allowance~~of 7.8 ~~Any~~HK$ ~~increase~~= or1 ~~decrease~~US$, inthrough athe ~~valuation~~currency ~~allowance~~board ~~could~~system ~~have~~with a ~~material~~limited ~~adverse~~floating orrange ~~beneficial~~from ~~impact~~7.85 onto ~~the~~7.75. Exchange ~~Group’s~~gains ~~income~~or ~~tax~~losses ~~provision~~arising ~~and~~from ~~net~~foreign ~~income~~currency ortransactions ~~loss~~are included in the ~~period~~determination ~~the~~of ~~determination~~net isincome ~~made~~for the respective periods.

~~The~~For ~~Company~~financial ~~has~~reporting ~~approximately $32~~purposes,~~533,000~~ inthe ~~net~~financial ~~operating~~statements ~~loss~~of ~~carryovers~~the asGroup ofwhich ~~December~~are ~~31,~~prepared ~~2022,~~using ~~which~~the ~~begin~~functional tocurrency ~~expire~~have inbeen ~~2026~~translated into US$. Assets ~~Due~~and toliabilities ~~changes~~are intranslated at the ~~majority~~exchange ~~ownership~~rates ofat the ~~Company,~~balance sheet dates and revenue and expenses are translated at the ~~benefit~~average ofexchange ~~net~~rates ~~operating~~and ~~loss~~stockholders’ ~~carry~~equity ~~forwards~~is ~~for~~translated ~~federal~~at ~~income~~historical ~~tax~~exchange ~~reporting~~rates. Any ~~purposes~~translation adjustments resulting are ~~significantly~~not ~~limited~~included in determining net income but are included in foreign exchange adjustment to other comprehensive income, a component of stockholders’ equity.

~~Fair Value Measurements~~16

~~ASC~~Notes ~~820, Fair Value Measurement and Disclosures, defines fair value as the exchange price that would be received for an asset or paid~~ to ~~transfer a liability (an exit price) in~~ the ~~principal~~Financial or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This topic also establishes a fair value hierarchy which requires classification based on observable and unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value:Statements

~~Level~~For 1:the ~~Observable~~three ~~inputs~~months ~~such~~ended asJune ~~quoted~~30, ~~prices~~2023 ~~(unadjusted)~~and ~~in an active market for identical assets or liabilities.~~2022

~~Level~~Note 2: ~~Inputs~~- ~~other~~Summary ~~than~~of ~~quoted~~Significant ~~prices~~Accounting ~~that are observable, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets~~ and ~~quoted~~Reporting ~~prices~~Policy ~~for~~- ~~identical or similar assets or liabilities in markets that are not active.~~continued

~~Level~~Income 3: Unobservable inputs that are supported by little or no market activity; therefore, the inputs are developed by the Group using estimates and assumptions that the Group expects a market participant would use, including pricing models, discounted cash flow methodologies, or similar techniques.taxes

The ~~carrying~~Group ~~value~~provides for income taxes under Statement of ~~the~~Financial ~~Group’s~~Accounting ~~financial~~Standards ~~instruments~~No. 109, ~~including~~Accounting ~~cash~~for Income Taxes. SFAS No. 109 requires the use of an asset and ~~cash~~liability ~~equivalents,~~approach ~~loan~~in ~~receivables,~~accounting ~~loan~~for ~~interest~~income ~~receivables,~~taxes. ~~deposit~~Deferred ~~paid,~~tax ~~accounts~~assets ~~payable~~and liabilities are recorded based on the differences between the financial statement and ~~accrued~~tax ~~expenses~~bases of assets and ~~due~~liabilities toand athe ~~related~~tax ~~party~~rates ~~approximate~~in effect when these differences are expected to ~~their~~reverse. ~~fair~~SFAS ~~value~~No. ~~because~~109 requires the reduction of deferred tax assets by a valuation allowance if, based on the ~~short-term~~weight ~~maturity~~of available evidence, it is more likely than not that some or all of ~~these~~the ~~financial~~deferred ~~instruments~~tax assets will not be realized.

~~Notes~~The provision for income taxes includes income taxes currently payable and those deferred as a result of temporary differences between the financial statements and the income tax basis of assets and liabilities. Deferred income tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the ~~Financial~~years ~~Statements~~in which those temporary differences are expected to be recovered or settled. The effect of a change in income tax rates on deferred income tax assets and liabilities is recognized in income or loss in the period that includes the enactment date. A valuation allowance is provided to reduce deferred tax assets to the amount of future tax benefit when it is more likely than not that some portion or all of the deferred tax assets will not be realized. Projected future taxable income and ongoing tax planning strategies are considered and evaluated when assessing the need for a valuation allowance. Any increase or decrease in a valuation allowance could have a material adverse or beneficial impact on the Group’s income tax provision and net income or loss in the period the determination is made.

~~For~~The Company has approximately $32,533,000 in net operating loss carryovers as of June 30, 2023, which begin to expire in 2026. Due to changes in the ~~nine~~majority ~~months~~ownership ~~ended~~of ~~December~~the 31Company, ~~2022~~the ~~and~~benefit ~~2021~~of net operating loss carry forwards for federal income tax reporting purposes are significantly limited.

~~Note~~Fair 2Value ~~- Summary of Significant Accounting and Reporting Policy - continued~~Measurements

~~Pension~~ASC ~~Plans~~820, Fair Value Measurement and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This topic also establishes a fair value hierarchy which requires classification based on observable and unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value:

~~During~~Level ~~the~~1: ~~nine~~Observable ~~months~~inputs ~~ended~~such ~~December~~as ~~31,~~quoted ~~2022,~~prices ~~the~~(unadjusted) ~~Group participates~~ in aan ~~defined~~active ~~contribution~~market ~~pension scheme under the Mandatory Provident Fund Schemes Ordinance (“MPF Scheme”)~~ for ~~all~~identical ~~its~~assets ~~eligible~~or ~~employees in Hong Kong~~liabilities.

~~The~~Level ~~MPF~~2: ~~Scheme~~Inputs isother ~~available~~than toquoted ~~all~~prices ~~employees~~that ~~aged 18 to 64 with at least 60 days of service in the employment in Hong Kong. Contributions~~ are ~~made~~observable, byeither ~~the~~directly ~~Group’s~~or ~~subsidiary operating in Hong Kong at 5% of the participants’ relevant income with a ceiling of HK$30,000~~indirectly. ~~The~~ ~~participants~~These ~~are~~include ~~entitled~~quoted toprices ~~100%~~for ofsimilar ~~the~~assets ~~Group’s~~or ~~contributions~~liabilities ~~together~~in ~~with~~active ~~accrued~~markets ~~returns~~and ~~irrespective~~quoted ofprices ~~their~~for ~~length~~identical ofor ~~service~~similar ~~with~~assets ~~the~~or ~~Group,~~liabilities ~~but~~in ~~the~~markets ~~benefits~~that are ~~required~~not ~~by law to be preserved until the retirement age of 65~~active. ~~The only obligation of the Group with respect to MPF Scheme is to make the required contributions under the plan.~~

~~Leases~~Level 3: Unobservable inputs that are supported by little or no market activity; therefore, the inputs are developed by the Group using estimates and assumptions that the Group expects a market participant would use, including pricing models, discounted cash flow methodologies, or similar techniques.

~~Definition~~The carrying value of the Group’s financial instruments, including cash and cash equivalents, loan receivables, loan interest receivables, deposit paid, accounts payable and accrued expenses and due to a ~~lease~~related party approximate to their fair value because of the short-term maturity of these financial instruments.

~~A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.~~17

~~For~~Notes ~~contracts~~to ~~entered into or modified on or after~~ the ~~date~~Financial of initial application, the Group assesses whether a contract is or contains a lease based on the definition under GAAP ASC 842 at inception or modification date. Such contract will not be reassessed unless the terms and conditions of the contract are subsequently changed.Statements

~~The~~For ~~Group~~the asthree amonths ~~lessee~~ended June 30, 2023 and 2022

~~Allocation~~Note 2 - Summary of ~~consideration~~Significant toAccounting ~~components~~and ofReporting aPolicy ~~contract~~- continued

~~For~~Pension a contract that contains a lease component and one or more additional lease or non-lease components, the Group allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components.Plans

~~The~~During ~~Group~~the ~~also~~three ~~applies~~months ~~practical~~ended ~~expedient~~June ~~not~~30, to2023, ~~separate~~the ~~non-lease~~Group ~~components~~participates ~~from~~in ~~lease~~a ~~component,~~defined ~~and~~contribution ~~instead~~pension ~~account~~scheme ~~for~~under the ~~lease~~Mandatory ~~component~~Provident ~~and~~Fund ~~any~~Schemes ~~associated~~Ordinance ~~non-lease~~(“MPF ~~components~~Scheme”) asfor aall ~~single~~its ~~lease~~eligible ~~component~~employees in Hong Kong.

~~Short-term~~The ~~leases~~MPF ~~and~~Scheme ~~leases~~is available to all employees aged 18 to 64 with at least 60 days of ~~low-value~~service ~~assets~~in the employment in Hong Kong. Contributions are made by the Group’s subsidiary operating in Hong Kong at 5% of the participants’ relevant income with a ceiling of HK$30,000. The participants are entitled to 100% of the Group’s contributions together with accrued returns irrespective of their length of service with the Group, but the benefits are required by law to be preserved until the retirement age of 65. The only obligation of the Group with respect to MPF Scheme is to make the required contributions under the plan.

The Group applies the short-term lease recognition exemption to leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option. It also applies the recognition exemption for lease of low-value assets. Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis or another systematic basis over the lease term.Leases

~~Right-~~Definition of~~-use~~ ~~assets~~a lease

~~The~~A ~~cost~~contract ofis, or contains, a lease if the contract conveys the right~~-of-~~ to control the use of an identified asset ~~includes:~~for a period of time in exchange for consideration.

•For contracts entered into or modified on or after the ~~amount~~date of initial application, the ~~initial~~Group ~~measurement~~assesses whether a contract is or contains a lease based on the definition under GAAP ASC 842 at inception or modification date. Such contract will not be reassessed unless the terms and conditions of the ~~lease~~contract ~~liability;~~ are subsequently changed.

~~•any~~The ~~lease~~Group ~~payments~~as ~~made~~a ~~at or before the commencement date, less any lease incentives received; and~~ lessee

~~•any~~Allocation ~~initial~~of ~~direct~~consideration ~~costs~~to ~~incurred~~components byof ~~the~~a ~~Group.~~ contract

~~Notes~~For a contract that contains a lease component and one or more additional lease or non-lease components, the Group allocates the consideration in the contract to each lease component on the ~~Financial~~basis ~~Statements~~of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components.

~~For~~The ~~the~~Group ~~nine~~also ~~months~~applies ~~ended~~practical ~~December~~expedient 31not to separate non-lease components from lease component, ~~2022~~and instead account for the lease component and ~~2021~~any associated non-lease components as a single lease component.

~~Note 2~~ Short-term ~~Summary~~leases ~~of Significant Accounting~~ and ~~Reporting~~leases ~~Policy~~of low-value ~~continued~~assets

~~Leases~~The Group applies the short-term ~~continued~~lease recognition exemption to leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option. It also applies the recognition exemption for lease of low-value assets. Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis or another systematic basis over the lease term.

~~The Group as a lessee~~ Right-of-use ~~continued~~assets

~~Right-of-use~~The ~~assets are measured at~~ cost, ~~less~~of ~~any accumulated depreciation and impairment losses, and adjusted for any remeasurement~~ right-of-use ~~lease~~asset ~~liabilities.~~includes:

~~Right-of-use assets in which~~ ·the ~~Group~~amount ~~is reasonably certain to obtain ownership~~ of the ~~underlying~~initial ~~leased~~measurement ~~assets at the end~~ of the lease term are depreciated from commencement date to the end of the useful life. Otherwise, right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term.liability;

~~The~~·any ~~Group~~lease ~~presents~~payments ~~right-of-use~~made ~~assets~~at ~~that~~or dobefore ~~not meet~~ the ~~definition~~commencement ofdate, ~~investment~~less ~~property~~any aslease aincentives ~~separate~~received; ~~line item on the statement of financial position.~~and

~~Lease~~·any ~~liabilities~~initial direct costs incurred by the Group.

At the commencement date of a lease, the Group recognises and measures the lease liability at the present value of lease payments that are unpaid at that date. In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable.18

~~The~~Notes ~~lease~~to ~~payments~~the ~~include:~~Financial Statements

~~·fixed~~For ~~payments~~the ~~less~~three ~~any~~months ~~lease~~ended ~~incentives~~June ~~receivable;~~ 30, 2023 and 2022

~~·variable~~Note ~~lease~~2 ~~payments~~- ~~that~~Summary ~~depend~~of onSignificant anAccounting ~~index~~and orReporting aPolicy ~~rate;~~- ~~and~~ continued

~~·amounts~~Leases ~~expected~~- ~~to be payable by the Group under residual value guarantees;~~ continued

~~After~~The ~~the~~Group ~~commencement~~as ~~date,~~a ~~lease~~lessee ~~liabilities~~- ~~are adjusted by interest accretion and lease payments.~~continued

~~The~~Right-of-use ~~Group~~assets ~~remeasures~~are ~~lease~~measured ~~liabilities~~at (cost, less any accumulated depreciation and ~~makes~~impairment alosses, ~~corresponding~~and ~~adjustment~~adjusted tofor ~~the~~any ~~related~~remeasurement ~~right-~~of~~-use~~ ~~assets)~~lease ~~whenever:~~liabilities.

~~·the~~Right-of-use ~~lease~~assets ~~term~~in ~~has~~which ~~changed~~the orGroup ~~there~~ is areasonably ~~change~~certain into ~~the~~obtain ~~assessment~~ownership of ~~exercise~~the ofunderlying aleased ~~purchase~~assets ~~option,~~at inthe ~~which~~end ~~case~~of the ~~related~~ lease ~~liability~~term isare ~~remeasured~~depreciated byfrom ~~discounting~~commencement date to the ~~revised~~end ~~lease~~of ~~payments~~the ~~using~~useful alife. ~~revised~~Otherwise, ~~discount~~right-of-use ~~rate~~assets atare depreciated on a straight-line basis over the ~~date~~shorter of ~~reassessment~~its estimated useful life and the lease term.

~~·the~~The ~~lease~~Group ~~payments~~presents ~~change~~right-of-use ~~due~~assets tothat ~~changes~~do innot ~~expected~~meet ~~payment under a guaranteed residual value, in which cases~~ the ~~related~~definition ~~lease~~of ~~liability~~investment isproperty ~~remeasured~~as bya ~~discounting~~separate ~~the~~line ~~revised~~item ~~lease~~on ~~payments using~~ the ~~initial~~statement ~~discount~~of ~~rate~~financial position.

Lease ~~modifications~~liabilities

~~The~~At ~~Group~~the ~~accounts~~commencement ~~for~~date of a lease, ~~modification~~the asGroup arecognises ~~separate~~and measures the lease liability at the present value of lease payments that are unpaid at that date. In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date if: the interest rate implicit in the lease is not readily determinable.

~~·the~~The ~~modification increases the scope of the~~ lease bypayments ~~adding the right to use one or more underlying assets; and~~ include:

·~~the~~fixed ~~consideration~~payments ~~for~~less ~~the leases increases by an amount commensurate with the stand-alone price for the increase in scope and~~ any ~~appropriate~~lease ~~adjustments~~incentives ~~to that stand-alone price to reflect the circumstances of the particular contract.~~receivable;

~~For~~·variable a lease ~~modification~~payments that isdepend ~~not accounted for as a separate lease, the Group remeasures the lease liability based~~ on ~~the~~an ~~lease~~index ~~term~~or ~~of the modified lease by discounting the revised lease payments using~~ a ~~revised discount~~ rate; ~~at the effective date of the modification.~~and

~~Notes~~·amounts expected to be payable by the ~~Financial~~Group ~~Statements~~under residual value guarantees;

~~For~~After the ~~nine~~commencement ~~months~~date, ~~ended~~lease ~~December~~liabilities ~~31,~~are ~~2022~~adjusted by interest accretion and ~~2021~~lease payments.

~~Note~~The 2Group -remeasures ~~Summary~~lease ofliabilities ~~Significant~~(and ~~Accounting~~makes ~~and~~a ~~Reporting~~corresponding ~~Policy~~adjustment to the related right-of-use ~~continued~~assets) whenever:

~~Leases~~·the -lease ~~continued~~term has changed or there is a change in the assessment of exercise of a purchase option, in which case the related lease liability is remeasured by discounting the revised lease payments using a revised discount rate at the date of reassessment.

~~The~~·the ~~Group~~lease aspayments change due to changes in expected payment under a ~~lessee~~guaranteed -residual ~~continued~~value, in which cases the related lease liability is remeasured by discounting the revised lease payments using the initial discount rate.

Lease modifications ~~- continued~~

The Group accounts for ~~the~~a ~~remeasurement of~~ lease ~~liabilities~~modification ~~and~~as ~~lease incentives from lessor by making corresponding adjustments to the relevant right-of-use asset. When the modified contract contains~~ a ~~lease~~separate ~~component and one or more additional~~ lease or non-lease components, the Group allocates the consideration in the modified contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components.if:

~~Plant~~·the ~~and~~modification ~~equipment~~increases the scope of the lease by adding the right to use one or more underlying assets; and

~~Plant~~·the ~~and~~consideration ~~equipment is stated at cost less accumulated depreciation and accumulated impairment losses, if any. Expenditures~~ for ~~maintenance~~the ~~and~~leases ~~repairs~~increases ~~are~~by ~~charged~~an toamount ~~earnings~~commensurate aswith ~~incurred. Major additions are capitalized. When assets are retired or otherwise disposed of,~~ the ~~related~~stand-alone ~~cost~~price ~~and~~for ~~accumulated depreciation are removed from~~ the ~~respective~~increase ~~accounts, and any gain or loss is included~~ in ~~operations.~~scope ~~Depreciation of plant~~ and ~~equipment~~any isappropriate ~~provided~~adjustments ~~using~~to ~~the~~that ~~straight~~stand-~~line~~alone ~~method~~price ~~for~~to ~~substantially~~reflect ~~all~~the ~~assets~~circumstances ~~with~~of ~~estimated~~the ~~lives~~particular ~~as follows:~~contract.

~~Estimated~~For ~~Useful~~a ~~Life~~lease ~~Office~~modification ~~equipment~~that 5is ~~years~~not accounted for as a separate lease, the Group remeasures the lease liability based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification.

~~Impairment of long-lived assets~~19

~~The~~Notes Group evaluates long lived assets, including equipment, for impairment at least once per year and whenever events or changes in circumstances indicate that the carrying value may not be recoverable from its estimated future cash flows. Based on the existence of one or more indicators of impairment, the Group measures any impairment of long-lived assets by comparing the asset's estimated fair value with its carrying value, based on cash flow methodology. If the net book value of the asset exceeds the related undiscounted cash flows, the asset is considered impaired and an impairment loss equal to ~~an amount by which~~ the ~~carrying~~Financial ~~value exceeds the fair value of the asset is recognized.~~Statements

~~Comprehensive~~For ~~income~~the three months ended June 30, 2023 and 2022

~~U.S.~~Note ~~GAAP~~2 ~~generally~~- ~~requires~~Summary ~~that~~of ~~recognized~~Significant ~~revenue,~~Accounting ~~expenses, gains~~ and ~~losses~~Reporting bePolicy ~~included~~- in net income or loss. Although certain changes in assets and liabilities are reported as separate components of the equity section of the consolidated balance sheet, such items, along with net income, are components of comprehensive income or loss. continued

~~Notes~~Leases to- ~~the Financial Statements~~continued

~~For~~The ~~the~~Group ~~nine~~as ~~months~~a ~~ended~~lessee ~~December~~- ~~31, 2022 and 2021~~continued

~~Note~~Lease 2modifications - ~~Summary of Significant Accounting and Reporting Policy -~~ continued

~~Recent~~The ~~Accounting~~Group ~~Pronouncements~~accounts for the remeasurement of lease liabilities and lease incentives from lessor by making corresponding adjustments to the relevant right-of-use asset. When the modified contract contains a lease component and one or more additional lease or non-lease components, the Group allocates the consideration in the modified contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components.

~~Accounting~~Plant ~~pronouncement~~and ~~adopted~~equipment

InPlant ~~July~~and ~~2017,~~equipment ~~the~~is ~~FASB~~stated ~~issued~~at ~~ASU~~cost ~~No.~~less ~~2017-11,~~accumulated ~~Earnings~~depreciation ~~Per~~and ~~Share~~accumulated ~~(Topic~~impairment ~~260)~~losses, ~~Distinguishing~~if ~~Liabilities~~any. ~~from~~Expenditures ~~Equity~~for ~~(Topic~~maintenance ~~480); Derivatives~~ and ~~Hedging~~repairs ~~(Topic~~are ~~815):~~charged ~~(Part~~to I)earnings ~~Accounting~~as ~~for~~incurred. ~~Certain~~Major ~~Financial~~additions ~~Instruments~~are ~~with~~capitalized. ~~Down~~When ~~Round~~assets ~~Features,~~are ~~(Part~~retired ~~II)~~or ~~Replacement~~otherwise disposed of, the ~~Indefinite~~related ~~Deferral~~cost ~~for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities~~ and ~~Certain~~accumulated ~~Mandatorily~~depreciation ~~Redeemable~~are ~~Noncontrolling~~removed ~~Interests~~from ~~with a Scope Exception (“ASU 2017-11”). ASU 2017-11 is intended to simplify~~ the ~~accounting~~respective ~~for~~accounts, ~~financial instruments with characteristics of liabilities~~ and ~~equity.~~any ~~Among~~gain ~~the issues addressed are: (i) determining whether an instrument (~~or ~~embedded~~loss ~~feature)~~ is ~~indexed~~included toin anoperations. ~~entity’s~~Depreciation ~~own stock; (ii) distinguishing liabilities from equity for mandatorily redeemable financial instruments~~ of ~~certain~~plant ~~nonpublic entities;~~ and ~~(iii)~~equipment ~~identifying~~is ~~mandatorily~~provided ~~redeemable~~using ~~non-controlling~~the ~~interests. The Group adopted ASU 2017~~straight-11line onmethod ~~April~~for 1,substantially ~~2019~~all ~~and~~assets ~~determined~~with ~~that~~estimated ~~this~~lives ~~ASU~~as ~~does not have a material impact on the financial statements.~~ follows:

InEstimated ~~August~~Useful ~~2018,~~Life ~~the~~Office ~~FASB~~equipment ~~issued~~5 ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework: Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). ASU 2018-13 is intended to improve the effectiveness of fair value measurement disclosures. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted. The Group determined that ASU 2018-13 did not have a material impact on its financial statements.

InImpairment ~~December~~of ~~2019, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update No. 2019~~long-~~12,~~lived Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (ASU 2019-12), which simplifies the accounting for income taxes. This guidance will be effective for us in the first quarter of 2021 on a prospective basis, with early adoption permitted. The Group determined that the adoption of this guidance to have a material impact on our consolidated financial statements.assets

InThe ~~response~~Group toevaluates ~~the~~long ~~COVID-19~~lived ~~pandemic~~assets, ~~the~~including ~~Coronavirus Aid~~equipment, ~~Relief~~for ~~and~~impairment ~~Economic~~at ~~Security~~least ~~Act~~once ~~(“CARES~~per ~~Act”)~~year ~~was~~and ~~signed~~whenever ~~into~~events ~~law~~or changes in ~~March~~circumstances ~~2020.~~indicate ~~The~~that ~~CARES~~the ~~Act~~carrying ~~lifts~~value ~~certain~~may ~~deduction~~not ~~limitations~~be ~~originally~~recoverable ~~imposed~~from byits ~~the~~estimated ~~Tax~~future ~~Cuts~~cash ~~and Jobs Act of 2017 (“2017 Tax Act”)~~flows. ~~Corporate~~Based ~~taxpayers~~on ~~may~~the ~~carryback~~existence ~~net~~of ~~operating~~one ~~losses~~or ~~(NOLs)~~more ~~originating~~indicators ~~between~~of ~~2018 and 2020 for up to five years~~impairment, ~~which was not previously allowed under~~ the ~~2017~~Group ~~Tax~~measures ~~Act.~~any ~~The~~impairment ~~CARES Act also eliminates the 80%~~ of ~~taxable~~long-lived ~~income~~assets ~~limitations~~ by ~~allowing~~comparing ~~corporate~~the ~~entities~~asset's toestimated ~~fully~~fair ~~utilize~~value ~~NOL~~with ~~carryforwards~~its tocarrying ~~offset~~value, ~~taxable~~based ~~income~~on incash ~~2018,~~flow ~~2019 or 2020~~methodology. ~~Taxpayers~~If ~~may generally deduct interest up to~~ the ~~sum~~net ofbook ~~50%~~value of ~~adjusted~~the ~~taxable~~asset ~~income~~exceeds ~~plus~~the ~~business~~related ~~interest~~undiscounted ~~income~~cash ~~(30%~~flows, ~~limit under~~ the ~~2017~~asset ~~Tax~~is ~~Act)~~considered ~~for~~impaired ~~2019~~ and ~~2020.~~an ~~The~~impairment ~~CARES~~loss ~~Act~~equal ~~allows taxpayers with alternative minimum tax credits~~ to ~~claim~~an aamount ~~refund~~by inwhich ~~2020 for~~ the ~~entire~~carrying ~~amount~~value ofexceeds the ~~credits~~fair ~~instead~~value of ~~recovering~~ the ~~credits~~asset ~~through~~is ~~refunds over a period of years, as originally enacted by the 2017 Tax Act~~recognized.

InComprehensive ~~addition, the CARES Act raises the corporate charitable deduction limit to 25% of taxable~~ income and makes qualified improvement property generally eligible for 15-year cost-recovery and 100% bonus depreciation. The enactment of the CARES Act did not result in any material adjustments to our income tax provision for the nine months ended December 31, 2022.

~~Notes~~U.S. toGAAP generally requires that recognized revenue, expenses, gains and losses be included in net income or loss. Although certain changes in assets and liabilities are reported as separate components of the ~~Financial~~equity ~~Statements~~section of the consolidated balance sheet, such items, along with net income, are components of comprehensive income or loss.

~~For the nine months ended December 31, 2022 and 2021~~20

~~Note~~Notes 2to -the ~~Summary~~Financial ~~of Significant Accounting and Reporting Policy - continued~~Statements

~~Recent~~For ~~Accounting~~the ~~Pronouncements~~three ~~– continued~~months ended June 30, 2023 and 2022

Note 2 - Summary of Significant Accounting ~~pronouncement~~and ~~not~~Reporting ~~yet~~Policy ~~adopted~~- continued

InRecent ~~June~~Accounting 2016, the FASB issued ASU 2016-13, Financial Instruments–Credit Losses (Topic 326), which modifies the measurement of expected credit losses of certain financial instruments. The Group will adopt this ASU on April 1, 2023. Management is currently evaluating this ASU to determine its impact to the Group's financial statements.Pronouncements

~~In December 2019, The FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the~~ Accounting ~~for~~pronouncement Income Taxes. The amendments in this Update simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. For non-public companies, the amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. The Group is currently evaluating the impact of ASU 2020-04 on its future financial statements.adopted

In ~~March~~July ~~2020~~2017, the FASB issued ASU ~~2020~~No. 2017-0411, ~~Reference~~Earnings ~~Rate~~Per ~~Reform~~Share (Topic ~~848~~260):, ~~Facilitation~~Distinguishing ofLiabilities ~~Reference~~from ~~Rate~~Equity ~~Reform~~(Topic on480); ~~Financial~~Derivatives ~~Reporting.~~and ~~The~~Hedging ~~amendments~~(Topic in815): ~~this~~(Part ~~Update~~I) ~~provide~~Accounting ~~optional expedients and exceptions~~ for ~~applying~~Certain ~~generally~~Financial ~~accepted~~Instruments ~~accounting~~with ~~principles~~Down ~~(GAAP)~~Round ~~to contracts~~Features, ~~hedging~~(Part ~~relationships,~~II) ~~and~~Replacement ~~other~~of ~~transactions~~the ~~affected~~Indefinite byDeferral ~~reference~~for ~~rate~~Mandatorily ~~reform~~Redeemable ifFinancial ~~certain~~Instruments ~~criteria~~of ~~are~~Certain ~~met.~~Nonpublic ~~The~~Entities ~~amendments~~and inCertain ~~this~~Mandatorily ~~Update~~Redeemable ~~apply~~Noncontrolling ~~only~~Interests towith ~~contracts,~~a ~~hedging~~Scope ~~relationships,~~Exception ~~and~~(“ASU ~~other~~2017-11”). ~~transactions~~ASU ~~that~~2017-11 ~~reference~~is ~~LIBOR~~intended orto ~~another~~simplify ~~reference~~the ~~rate~~accounting ~~expected~~for tofinancial beinstruments ~~discontinued~~with ~~because~~characteristics of ~~reference~~liabilities ~~rate~~and ~~reform~~equity. ~~The~~Among ~~Group’s~~the ~~line~~issues ofaddressed ~~credit~~are: ~~agreement~~(i) ~~provides~~determining ~~procedures~~whether ~~for~~an ~~determining~~instrument a(or ~~replacement~~embedded orfeature) ~~alternative~~is ~~rate~~indexed into ~~the~~an ~~event~~entity’s ~~that~~own ~~LIBOR~~stock; is(ii) ~~unavailable.~~distinguishing ~~The~~liabilities ~~amendments~~from inequity ~~this~~for ~~Update~~mandatorily ~~are~~redeemable ~~effective~~financial ~~for~~instruments ~~all~~of ~~entities~~certain asnonpublic ofentities; ~~March~~and ~~12,~~(iii) ~~2020~~identifying ~~through~~mandatorily ~~December~~redeemable ~~31,~~non-controlling ~~2022~~interests. The Group isadopted ~~currently~~ASU ~~evaluating~~2017-11 ~~the~~on ~~impact~~April of1, 2019 and determined that this ASU ~~2020-04~~does onnot ~~its~~have ~~future~~a material impact on the financial statements.

In August ~~2020~~2018, the FASB issued ASU ~~No. 2020~~2018-0613, ~~Debt-Debt~~Fair ~~with~~Value ~~Conversion~~Measurement ~~and Other Options~~ (~~Subtopic~~Topic ~~470-20~~820): ~~and~~Disclosure ~~Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40)~~Framework: ~~Accounting~~Changes ~~for~~to ~~Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by eliminating~~ the ~~requirement~~Disclosure toRequirements ~~separately account~~ for anFair ~~embedded~~Value ~~conversion~~Measurement ~~feature~~(“ASU ~~as an equity component in certain circumstances~~2018-13”). AASU ~~convertible~~2018-13 ~~debt instrument will be reported as a single liability instrument with no separate accounting for an embedded conversion feature unless separate accounting~~ is ~~required~~intended ~~for~~to animprove ~~embedded conversion feature as a derivative or under~~ the ~~substantial~~effectiveness ~~premium model. The ASU simplifies the diluted earnings per share calculation by requiring that an entity use the if-converted method and that the effect~~ of ~~potential~~fair ~~share~~value ~~settlement~~measurement ~~be included in diluted earnings per share calculations. Further, the ASU requires enhanced~~ disclosures ~~about convertible instruments~~. ~~The~~ ASU ~~also~~2018-13 ~~removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception. The ASU~~ is effective for ~~annual~~fiscal ~~reporting~~years ~~periods~~ beginning after December 15, ~~2021~~2019, ~~including~~and interim periods within those fiscal years. Early adoption is permitted~~, but no earlier than fiscal years beginning after December 15, 2020~~. ~~This~~The ~~update~~Group ~~permits~~determined ~~the~~that ~~use~~ASU of2018-13 ~~either~~did ~~the modified retrospective or fully retrospective method of transition. We do~~ not ~~expect the adoption of this guidance to~~ have a material impact on ~~our~~its ~~consolidated~~ financial statements.

In ~~January~~December ~~2021~~2019, the Financial Accounting Standards Board (FASB) issued ~~ASU~~Accounting Standard Update No. ~~2021~~2019-0112, ~~“Reference~~Income ~~Rate~~Taxes ~~Reform~~ (Topic ~~848~~740),”: ~~which~~Simplifying ~~provides optional guidance to ease~~ the ~~potential~~Accounting ~~accounting~~for ~~and~~Income ~~financial~~Taxes ~~reporting~~(ASU ~~burden of reference rate reform~~2019-12), ~~including~~which ~~the~~simplifies ~~expected market transition from~~ the ~~London~~accounting ~~Interbank~~for ~~Offered~~income ~~Rate (LIBOR) and other interbank offered rates to alternative reference rates~~taxes. ~~The~~This ~~new~~ guidance ~~provides~~will ~~temporary~~be ~~optional~~effective ~~expedients and exceptions~~ for ~~applying~~us ~~U.S.~~in ~~GAAP~~the tofirst ~~transactions~~quarter ~~affected~~of by2021 ~~reference~~on ~~rate~~a ~~reform~~prospective ~~if certain criteria are met. These transactions include contract modifications~~basis, ~~hedging~~with ~~relationships,~~early ~~and~~adoption ~~the sale or transfer of debt securities classified as held-to-maturity~~permitted. ~~Entities~~The ~~may~~Group ~~apply~~determined ~~the~~that ~~provisions of~~ the ~~new~~adoption ~~standard as~~ of ~~the beginning of the reporting period when the election is made. Unlike other topics, the provisions of~~ this ~~update~~guidance ~~are only available until December 31, 2022, by which time the reference rate replacement activity is expected~~ to behave ~~completed.~~a ~~The~~material ~~Company is currently evaluating the~~ impact ~~of this standard~~ on ~~its~~our consolidated financial statements ~~and related disclosures and has yet to elect an adoption date~~.

~~Notes~~In response to the ~~Financial~~COVID-19 ~~Statements~~pandemic, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was signed into law in March 2020. The CARES Act lifts certain deduction limitations originally imposed by the Tax Cuts and Jobs Act of 2017 (“2017 Tax Act”). Corporate taxpayers may carryback net operating losses (NOLs) originating between 2018 and 2020 for up to five years, which was not previously allowed under the 2017 Tax Act. The CARES Act also eliminates the 80% of taxable income limitations by allowing corporate entities to fully utilize NOL carryforwards to offset taxable income in 2018, 2019 or 2020. Taxpayers may generally deduct interest up to the sum of 50% of adjusted taxable income plus business interest income (30% limit under the 2017 Tax Act) for 2019 and 2020. The CARES Act allows taxpayers with alternative minimum tax credits to claim a refund in 2020 for the entire amount of the credits instead of recovering the credits through refunds over a period of years, as originally enacted by the 2017 Tax Act.

~~For~~In addition, the ~~nine~~CARES ~~months~~Act ~~ended~~raises ~~December~~the ~~31,~~corporate ~~2022~~charitable deduction limit to 25% of taxable income and ~~2021~~makes qualified improvement property generally eligible for 15-year cost-recovery and 100% bonus depreciation. The enactment of the CARES Act did not result in any material adjustments to our income tax provision for the three months ended June 30, 2023.

~~Note 2 - Summary of Significant Accounting and Reporting Policy - continued~~21

~~Recent~~Notes ~~Accounting~~to ~~Pronouncements~~the ~~– continued~~Financial Statements

~~Accounting~~For ~~pronouncement~~the ~~not~~three ~~yet~~months ~~adopted~~ended ~~– continued~~June 30, 2023 and 2022

InNote ~~August~~2 ~~2021, the FASB issued ASU No. 2021~~-~~06,~~ ~~“Presentation~~Summary of ~~Financial~~Significant ~~Statements~~Accounting ~~(Topic 205), Financial Services—Depository~~ and ~~Lending~~Reporting ~~(Topic~~Policy ~~942), and Financial Services—Investment Companies (Topic 946).” The ASU includes Release No.33~~-~~10786,~~ Amendments to Financial Disclosures about Acquired and Disposed Businesses. This update amends certain SEC disclosure guidance that is included in the accounting standards codification to reflect the SEC’s recent issuance of rules intended to modernize and streamline disclosure requirements, including updates to business acquisition and disposition significance tests used, the significance thresholds for proforma statement disclosures, the number of preceding years of financial statements required for disclosure, and other provisions in the SEC releases. The guidance is effective upon its addition to the FASB codification. The Company is assessing the impact of ASU No. 2021-06 but does not expect that it will have a material impact on its consolidated financial statements and related disclosures.continued

InRecent ~~October 2021, the FASB issued ASU No. 2021-08, “Business Combinations (Topic 805),~~ Accounting ~~for~~Pronouncements Contract Assets and Contract Liabilities from Contracts with Customers.” The ASU addresses diversity and inconsistency related to the recognition and measurement of contract assets and contract liabilities acquired in a business combination and require that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers. This standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, and should be applied prospectively to business combinations occurring on or after the effective date of the amendments. Early adoption of the standard is permitted, including adoption in an interim period. The adoption of this standard update is not expected to have a material impact on the Company's consolidated financial statements and related disclosures.– continued

~~Other~~Accounting ~~accounting~~pronouncement ~~standards that have been issued or proposed by the FASB or other standards-setting bodies that do~~ not ~~require~~yet ~~adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption.~~ adopted

~~Provisions~~In June 2016, the FASB issued ASU 2016-13, Financial Instruments–Credit Losses (Topic 326), which modifies the measurement of expected credit losses of certain financial instruments. The Group will adopt this ASU on April 1, 2023. Management is currently evaluating this ASU to determine its impact to the Group's financial statements.

~~Provisions~~In ~~are~~December ~~recognised~~2019, ~~when~~The ~~the~~FASB ~~Group~~issued ~~has~~ASU a2019-12, ~~present~~Income ~~obligation~~Taxes (~~legal~~Topic ~~or constructive~~740): asSimplifying athe ~~result~~Accounting offor aIncome ~~past~~Taxes. ~~event,~~The itamendments isin ~~probable~~this ~~that~~Update simplify the ~~Group~~accounting ~~will~~for beincome ~~required~~taxes by removing certain exceptions to ~~settle~~the ~~that~~general ~~obligation~~principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. For non-public companies, the amendments in this Update are effective for fiscal years, and ainterim ~~reliable~~periods ~~estimate~~within ~~can~~those befiscal ~~made~~years, ofbeginning after December 15, 2021. The Group is currently evaluating the ~~amount~~impact of ~~the~~ASU ~~obligation~~2020-04 on its future financial statements.

~~The~~In ~~amount~~March ~~recognised~~2020, asthe aFASB ~~provision~~issued ASU 2020-04, isReference ~~the~~Rate ~~best~~Reform ~~estimate~~(Topic 848): Facilitation of ~~the~~Reference ~~consideration~~Rate ~~required~~Reform toon ~~settle~~Financial ~~the~~Reporting. ~~present~~The ~~obligation~~amendments atin ~~the~~this ~~end~~Update ofprovide ~~the~~optional ~~reporting~~expedients ~~period~~and exceptions for applying generally accepted accounting principles (GAAP) to contracts, ~~taking~~hedging ~~into~~relationships, ~~account~~and ~~the~~other ~~risks~~transactions affected by reference rate reform if certain criteria are met. The amendments in this Update apply only to contracts, hedging relationships, and ~~uncertainties~~other ~~surrounding~~transactions ~~the~~that ~~obligation~~reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. ~~When~~The Group’s line of credit agreement provides procedures for determining a ~~provision~~replacement isor ~~measured~~alternative ~~using~~rate in the ~~cash~~event ~~flows~~that ~~estimated~~LIBOR tois ~~settle~~unavailable. ~~the~~The ~~present~~amendments ~~obligation,~~in ~~its~~this ~~carrying~~Update ~~amount~~are iseffective ~~the~~for ~~present~~all ~~value~~entities as of ~~those~~March ~~cash~~12, ~~flows~~2020 ~~(where~~through June 30 2023. The Group is currently evaluating the ~~effect~~impact of ~~the~~ASU ~~time~~2020-04 ~~value~~on ofits ~~money~~future isfinancial ~~material)~~statements.

~~Segment~~In ~~Reporting~~August 2020, the FASB issued ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by eliminating the requirement to separately account for an embedded conversion feature as an equity component in certain circumstances. A convertible debt instrument will be reported as a single liability instrument with no separate accounting for an embedded conversion feature unless separate accounting is required for an embedded conversion feature as a derivative or under the substantial premium model. The ASU simplifies the diluted earnings per share calculation by requiring that an entity use the if-converted method and that the effect of potential share settlement be included in diluted earnings per share calculations. Further, the ASU requires enhanced disclosures about convertible instruments. The ASU also removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception. The ASU is effective for annual reporting periods beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. This update permits the use of either the modified retrospective or fully retrospective method of transition. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

~~The~~In ~~Group~~January ~~uses~~2021, the FASB issued ASU No. 2021-01, “~~management~~Reference ~~approach”~~Rate inReform ~~determining~~(Topic ~~reportable~~848),” ~~operating~~which ~~segments.~~provides ~~The~~optional ~~management~~guidance ~~approach~~to ~~considers~~ease the ~~internal~~potential ~~organization~~accounting and financial reporting ~~used~~burden byof reference rate reform, including the ~~Company’s~~expected ~~chief~~market ~~operating~~transition ~~decision~~from ~~maker~~the ~~for~~London ~~making~~Interbank ~~operating~~Offered ~~decisions~~Rate (LIBOR) and ~~assessing~~other ~~performance~~interbank asoffered ~~the~~rates ~~source~~to alternative reference rates. The new guidance provides temporary optional expedients and exceptions for ~~determining~~applying ~~the~~U.S. ~~Group’s~~GAAP ~~reportable~~to ~~segments~~transactions affected by reference rate reform if certain criteria are met. ~~Management,~~These ~~including~~transactions ~~the~~include ~~chief~~contract ~~operating~~modifications, ~~decision~~hedging ~~maker~~relationships, ~~reviews~~and ~~operating~~the ~~results~~sale ~~solely~~or bytransfer ~~monthly~~of ~~revenue~~debt ~~from~~securities ~~air/ocean~~classified ~~freight~~as ~~services~~held-to-maturity. ~~(but~~Entities ~~not~~may byapply ~~sub-services/product~~the ~~type~~provisions orof ~~geographic~~the ~~area)~~new ~~and~~standard ~~operating~~as ~~results~~of the beginning of the ~~Group~~reporting ~~and~~period when the election is made. Unlike other topics, asthe ~~such~~provisions of this update are only available until June 30 2023, by which time the ~~Group~~reference ~~has~~rate ~~determined~~replacement ~~that~~activity is expected to be completed. The Company is currently evaluating the ~~Group~~impact ~~has~~of ~~one~~this ~~operating~~standard ~~segment~~on asits ~~defined~~consolidated byfinancial ~~ASC~~statements ~~Topic~~and ~~280~~related ~~“Segment~~disclosures ~~Reporting”~~and has yet to elect an adoption date.

~~Notes to the Financial Statements~~22

~~For~~Notes to the ~~nine~~Financial ~~months ended December 31, 2022 and 2021~~Statements

~~Note~~For 3the ~~– Revenue~~three months ended June 30, 2023 and 2022

	Three months ended December 31,		Nine months ended December 31,
	2022	2021	2022	2021
	$	$	$	$
Air/ocean freight services income	29,360	41,021	140,256	77,595

Note 2 - Summary of Significant Accounting and Reporting Policy - continued

~~Note~~Recent 4Accounting Pronouncements – ~~General and Administrative Expenses~~continued

	Three months ended December 31,		Nine months ended December 31,
	2022	2021	2022	2021
	$	$	$	$
Courier	162	116	326	362
Depreciation	1,886	1,593	5,075	4,778
Electricity and water	89	93	265	260
Entertainment	749	-	1,092	1,362
Insurance	-	-	247	247
Medical	-	559	613	762
MPF contributions	500	423	1,577	1,115
Printing and stationery	-	-	56	-
Professional fee	10,000	1,282	20,897	3,846
Rental expenses	-	-	545	-
Salaries and wages	14,628	9,231	31,637	23,077
Staff welfare	185	369	618	1,782
Telecommunication and IT	564	389	2,267	1,005
Sundry expenses	46	31	207	359
Transportation expenses	258	276	1,232	951
	29,067	14,362	66,654	39,906

Accounting pronouncement not yet adopted – continued

~~Notes~~In toAugust 2021, the FASB issued ASU No. 2021-06, “Presentation of Financial Statements (Topic 205), Financial Services—Depository and Lending (Topic 942), and Financial Services—Investment Companies (Topic 946).” The ASU includes Release No.33-10786, Amendments to Financial Disclosures about Acquired and Disposed Businesses. This update amends certain SEC disclosure guidance that is included in the accounting standards codification to reflect the SEC’s recent issuance of rules intended to modernize and streamline disclosure requirements, including updates to business acquisition and disposition significance tests used, the significance thresholds for proforma statement disclosures, the number of preceding years of financial statements required for disclosure, and other provisions in the SEC releases. The guidance is effective upon its addition to the FASB codification. The Company is assessing the impact of ASU No. 2021-06 but does not expect that it will have a material impact on its consolidated financial statements and related disclosures.

~~For~~In October 2021, the ~~nine~~FASB ~~months~~issued ~~ended~~ASU No. 2021-08, “Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.” The ASU addresses diversity and inconsistency related to the recognition and measurement of contract assets and contract liabilities acquired in a business combination and require that an acquirer recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606, Revenue from Contracts with Customers. This standard is effective for fiscal years beginning after December 3115, 2022, including interim periods within those fiscal years, and ~~2021~~should be applied prospectively to business combinations occurring on or after the effective date of the amendments. Early adoption of the standard is permitted, including adoption in an interim period. The adoption of this standard update is not expected to have a material impact on the Company's consolidated financial statements and related disclosures.

~~Note~~Other 5accounting ~~– Plant~~standards ~~and~~that ~~Equipment~~have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s consolidated financial statements upon adoption.

	December 31,	March 31,
	2022	2022
	$	$
Office equipment	2,928	2,928
Less: accumulated depreciation	(732)	(293)
	2,196	2,635

Provisions

~~Depreciation~~Provisions ~~expense~~are ~~for~~recognised when the ~~nine~~Group ~~months~~has ~~ended~~a ~~December~~present ~~31,~~obligation ~~2022~~(legal ~~and~~or ~~2021~~constructive) ~~amounted~~as toa ~~$439~~result ~~and~~of ~~$nil~~a past event, ~~respectively.~~it ~~For~~is probable that the ~~nine~~Group ~~months~~will ~~ended~~be ~~December~~required ~~31,~~to ~~2022~~settle ~~and~~that ~~2021~~obligation, noand ~~interest~~a ~~expense~~reliable ~~was~~estimate ~~capitalized~~can ~~into~~be ~~plant~~made ~~and~~of ~~equipment~~the amount of the obligation.

~~Note~~The 6amount ~~– Right-~~recognised as a provision, is the best estimate of~~-use~~ ~~Assets~~the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (where the effect of the time value of money is material).

	December 31,	March 31,
	2022	2022
	$	$
Leased property	10,727	1,061

Segment Reporting

The Group ~~lease~~uses anthe ~~office~~“management ~~property~~approach” ~~for~~in ~~its~~determining ~~operations~~reportable operating segments. ~~Lease~~The ~~contract~~management isapproach ~~entered~~considers ~~into~~the ~~for~~internal ~~fixed~~organization ~~term~~and ofreporting ~~within~~used 2by ~~years.~~the ~~Lease~~Company’s ~~terms~~chief ~~are~~operating ~~negotiated~~decision onmaker anfor ~~individual~~making ~~basis~~operating decisions and ~~contain~~assessing aperformance ~~wide~~as ~~range~~the ofsource ~~different~~for ~~terms~~determining ~~and~~the ~~conditions~~Group’s reportable segments. InManagement, ~~determining~~including the ~~lease~~chief ~~term~~operating ~~and~~decision ~~assessing~~maker, ~~the~~reviews ~~length~~operating ofresults ~~the~~solely ~~non~~by monthly revenue from air/ocean freight services (but not by sub-~~cancellable~~services/product ~~period,~~type ~~the~~or ~~Group~~geographic ~~applies~~area) ~~the~~and ~~definition~~operating results of athe ~~contract~~Group and, ~~determines~~as such, the ~~period~~Group ~~for~~has ~~which~~determined that the ~~contract~~Group ishas ~~enforceable~~one operating segment as defined by ASC Topic 280 “Segment Reporting”.

~~Notes to the Financial Statements~~23

~~For~~Notes to the ~~nine~~Financial ~~months ended December 31, 2022 and 2021~~Statements

~~Note~~For 7the ~~– Creditors~~three months ended June 30, ~~accruals~~2023 and ~~other payables~~2022

	December 31,	March 31,
	2022	2022
	$	$
Creditors	3,884	603
Accruals	55,734	35,131
Notes payable	82,676	82,676
Due to a related party	68,257	81,293
Shareholders’ loan payable	76,883	76,883
	287,434	276,586

Note 3 – Revenue

Note 8 – Income Taxes

	Three months ended June 30,
	2023	2022
	$	$

Air/ocean freight services income	6,774	57,885

~~Income~~Note is4 ~~subject~~– toGeneral ~~tax~~and inAdministrative ~~the various countries in which the company operates.~~Expenses

The Company is subject to United States tax at a tax rate of 21%. No provision for income taxes in the United States has been made as the Company had no income taxable in the United States.

	Three months ended June 30,
	2023	2022
	$	$

Courier	115	45
Depreciation	1,934	1,207
Electricity and water	49	55
Entertainment	-	229
Medical	149	435
MPF contributions	415	577
Printing and stationery	-	56
Professional fee	9,500	1,923
Rental expenses	-	545
Salaries and wages	8,304	6,923
Staff welfare	95	106
Telecommunication and IT	610	1,138
Sundry expenses	6	56
Transportation expenses	256	500

	21,433	13,795

~~The~~Note Company’s Hong Kong subsidiaries are subject to Hong Kong Profits Tax. Under the two-tiered profits tax rates regime of Hong Kong Profits Tax, the first HK$2 million of profits of the qualifying group entity will be taxed at 8.25%, and profits above HK$2 million will be taxed at 16.5%. ~~The~~– ~~profits~~Plant of group entities not qualifying for the two-tiered profits tax rates regime will continue to be taxed at a flat rate of 16.5%. Accordingly, the Hong Kong Profits Tax of the qualifying group entity is calculated at 8.25% on the first HK$2 million of the estimated assessable profits and at 16.5% on the estimated assessable profits above HK$2 million. The Income Tax Laws in Hong Kong exempts income tax for dividends distributed to its shareholders. Accordingly, no deferred tax liability was recognized for the undistributed earnings of the Company and its Hong Kong subsidiaries.Equipment

Deferred taxes are determined based on the temporary differences between the financial statement and income tax bases of assets and liabilities as measured by the enacted tax rates which will be in effect when these differences reverse. As at December 31, 2022, the Company’s Hong Kong subsidiary has unused tax losses of $38,751 (March 31, 2022: $35,294). No deferred tax assets have been recognised in respect of the unused tax losses due to the unpredictability of future profit streams of the Company’s Hong Kong subsidiaries. The tax losses can be carried forward indefinitely.

	June 30,	March 31,
	2023	2023
	$	$

Office equipment	2,928	2,928
Less: accumulated depreciation	(1,026)	(879)

	1,902	2,049

~~Notes~~Depreciation expense for the three months ended June 30, 2023 and 2022 amounted to $439 and $nil, respectively. For the ~~Financial~~three ~~Statements~~months ended June 30, 2023 and 2022, no interest expense was capitalized into plant and equipment.

~~For the nine months ended December 31, 2022 and 2021~~24

~~Note~~Notes 9to ~~– Stockholders’~~the ~~equity~~Financial Statements

~~Preferred~~For ~~Stock~~the three months ended June 30, 2023 and 2022

~~The~~Note ~~Company~~6 ~~has~~– ~~20,000,000 shares~~ Right-of-use Preferred Stock authorized at $0.001 par value or below, and 700,000 shares were outstanding in December 31, 2022 and March 31, 2022. This stock may be voting or have other rights and preferences as determined from time to time by the Board of Directors. Assets

Series A Preferred Shares

	June 30,	March 31,
	2023	2023
	$	$

Leased property	7,153	8,940

AsThe Group lease an office property for its operations. Lease contract is entered into for fixed term of ~~December~~within ~~31,~~2 ~~2022,~~years. weLease ~~have~~terms ~~issued~~are ~~200,000~~negotiated ~~shares~~on an individual basis and contain a wide range of ~~Series~~different Aterms ~~preferred~~and ~~stock~~conditions. In determining the lease term and assessing the length of the non-cancellable period, ~~with~~the Group applies the definition of a ~~$0.001~~contract ~~par~~and ~~value~~determines ~~per~~the ~~share~~period for which the contract is enforceable.

~~The~~Note ~~following~~7 ~~is a description of the material rights of our Series A Preferred Stock: the Series A Preferred Stock shall have a par value of $0.001 per share. Each share of Series A Preferred Stock has 1~~– Creditors,~~000~~ ~~votes~~accruals ~~entitled~~and toother ~~be voted on all matters submitted to a vote of the shareholders together with the Common Stock holders with each one share of Series A Preferred Stock.~~payables

	June 30,	March 31,
	2023	2023
	$	$

Creditors	614	3,493
Accruals	59,987	52,038
Notes payable	82,676	82,676
Due to a related party	77,432	71,662
Shareholders’ loan payable	106,883	106,883

	327,592	316,752

~~Dividends~~Note 8 – Income Taxes

~~Dividends,~~Income ifis ~~any,~~subject ~~will~~to betax ~~contingent~~in ~~upon our revenues and earnings, if any, capital requirements and financial conditions. The payment of dividends, if any, will be within~~ the ~~discretion~~various ofcountries ~~our board of directors. We intend to retain earnings, if any, for use~~ in ~~our~~which ~~business operations and accordingly,~~ the ~~board~~company ~~of directors does not anticipate declaring any dividends prior to an acquisition transaction, nor can there be any assurance that any dividends will be paid following any acquisition~~operates.

~~Series~~The BCompany ~~Preferred~~is ~~Shares~~subject to United States tax at a tax rate of 21%. No provision for income taxes in the United States has been made as the Company had no income taxable in the United States.

AsThe Company’s Hong Kong subsidiaries are subject to Hong Kong Profits Tax. Under the two-tiered profits tax rates regime of ~~December~~Hong ~~31,~~Kong ~~2022~~Profits Tax, wethe ~~have~~first ~~issued~~HK$2 ~~500,000~~million ~~shares~~of profits of ~~Series~~the Bqualifying ~~Preferred~~group ~~Shares~~entity will be taxed at 8.25%, ~~with~~and profits above HK$2 million will be taxed at 16.5%. The profits of group entities not qualifying for the two-tiered profits tax rates regime will continue to be taxed at a flat rate of 16.5%. Accordingly, the Hong Kong Profits Tax of the qualifying group entity is calculated at 8.25% on the first HK$02 million of the estimated assessable profits and at 16.~~0001~~5% ~~par~~on ~~value~~the ~~per~~estimated ~~share~~assessable profits above HK$2 million. The Income Tax Laws in Hong Kong exempts income tax for dividends distributed to its shareholders. Accordingly, no deferred tax liability was recognized for the undistributed earnings of the Company and its Hong Kong subsidiaries.

~~The~~Deferred ~~following~~taxes isare adetermined ~~description~~based ofon the ~~material~~temporary ~~rights~~differences ofbetween ~~our Series B Convertible Preferred Stock:~~ the ~~Series~~financial Bstatement ~~Convertible~~and ~~Preferred~~income ~~Stock~~tax ~~shall~~bases ~~have a par value~~ of ~~$0.0001~~assets ~~per~~and ~~share.~~liabilities ~~The~~as ~~Series~~measured Bby ~~Convertible~~the ~~Preferred~~enacted ~~Stock~~tax ~~represents~~rates ~~ninety-nine~~which ~~percent~~will ~~(99%)~~be ofin ~~all~~effect ~~votes~~when ~~(including~~these ~~the~~differences ~~votes~~reverse. ofAs ~~common~~at ~~shares~~June of30, 2023, the Company’s ~~entitled~~Hong toKong besubsidiary ~~voted~~has atunused ~~any~~tax ~~annual~~losses ~~or special meeting~~ of ~~shareholders~~$53,563 of(March ~~the~~31, ~~Corporation~~2023: ~~or action by written consent of shareholders~~$45,596). ~~Each~~No ~~outstanding~~deferred ~~share~~tax ofassets ~~the~~have ~~Series~~been Brecognised ~~Convertible~~in ~~Preferred~~respect ~~Stock shall represent its proportionate share~~ of the ~~99%~~unused ~~which~~tax islosses ~~allocated~~due to the ~~outstanding~~unpredictability ~~shares~~ of ~~Series~~future Bprofit ~~Convertible~~streams ~~Preferred Stock. In addition, the Certificate~~ of ~~Designation of Series B is~~ the ~~most~~Company’s ~~current~~Hong ~~version~~Kong ~~and we use it to vote for any board resolution~~subsidiaries. WeThe ~~have~~tax ~~also~~losses ~~attached~~can ~~the~~be ~~Certificate~~carried offorward ~~Designation for Series B at Exhibit 3~~indefinitely.4(b), which indicates that the Series B class would always have a majority of the votes on any matter on which common shareholders are entitled to vote, and that each share will otherwise have 1,000 votes.

In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, subject to the rights of any existing series of Preferred Stock or to the rights of any series of Preferred Stock which may from time to time hereafter come into existence, the holders of the Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the price per share actually paid to the Corporation upon the initial issuance of the Series B Preferred Stock (each, the “the Original Issue Price”) for each share of Series B Preferred Stock then held by them, plus declared but unpaid dividends. Unless the Corporation can establish a different Original Issue Price in connection with a particular sale of Series B Preferred Stock, the Original issue price shall be $0.0001 per share for the Series B Preferred Stock. If, upon the occurrence of any liquidation, dissolution or winding up of the Corporation, the assets and funds thus25

Notes to the Financial Statements

For the ~~nine~~three months ended ~~December~~June 3130, ~~2022~~2023 and ~~2021~~2022

Note 9 – Stockholders’ equity ~~- continued~~

~~Dividends~~Preferred Stock

~~Dividends, if any, will be contingent upon our revenues and earnings, if any, capital requirements and financial conditions.~~ The ~~payment~~Company ofhas ~~dividends~~20, ~~if any~~000,000 ~~will~~shares ~~be within the discretion~~ of ~~our~~Preferred ~~board~~Stock ofauthorized ~~directors~~at $0.001 Wepar ~~intend~~value toor ~~retain earnings~~below, ifand ~~any~~700,000 ~~for~~shares ~~use~~were outstanding in ~~our~~June ~~business~~30 ~~operations~~2023 and ~~accordingly,~~March ~~the board of directors does not anticipate declaring any dividends prior to an acquisition transaction~~31, ~~nor~~2023. ~~can~~This ~~there~~stock bemay ~~any assurance that any dividends will~~ be ~~paid~~voting ~~following~~or ~~any~~have ~~acquisition.~~other ~~The~~rights ~~holder~~and ofpreferences ~~shares~~as ofdetermined ~~Series~~from Btime ~~Convertible Preferred Stock shall be entitled~~ to ~~receive~~time ~~dividends~~by at the ~~discretion~~Board of ~~the board of directors~~Directors.

~~Redemption~~Series A Preferred Shares

~~The~~As ~~shares~~ of ~~the~~June ~~Series~~30 B2023, ~~Convertible~~we ~~Preferred Stock are redeemable for common shares 1 year after issuance. Series preferred B shares~~ have ~~conversion~~issued ~~rights of 1 series B share to 1~~200,000 ~~common~~ shares. ~~The holder~~ of ~~the~~ Series BA ~~Convertible~~preferred ~~Preferred~~stock, ~~Stock~~with ~~will~~a be$0.001 ~~entitled~~par tovalue ~~have~~per ~~500,000,000 common votes~~share.

The following is a description of the material rights of our Series A Preferred Stock: the Series A Preferred Stock shall have a par value of $0.001 per share. Each share of Series A Preferred Stock has 1,000 votes entitled to be voted on all matters submitted to a vote of the shareholders together with the Common Stock holders with each one share of Series A Preferred Stock.

~~The~~In ~~Company~~the ~~has~~event 1of any liquidation,~~000~~ dissolution or winding up of the Corporation,~~000~~ either voluntary or involuntary,~~000~~ ~~authorised~~subject ~~shares~~to the rights of any existing series of Preferred Stock or to the rights of any series of Preferred Stock which may from time to time hereafter come into existence, the holders of the Series A Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Corporation to the holders of Common Stock ~~with~~by areason ~~par~~of ~~value~~their ownership thereof, an amount per share equal to the price per share actually paid to the Corporation upon the initial issuance of ~~$0.001~~the ~~with~~Series ~~493~~B Preferred Stock (each,~~639~~ the “the Original Issue Price”) for each share of Series B Preferred Stock then held by them,~~025~~ ~~shares~~plus ~~issued~~declared ~~and~~but ~~outstanding~~unpaid dividends.

~~During 2014, the Company received 2,000,000 shares of common stock in return for transferring its subsidiary Neeksom, Inc back to its original shareholders.~~Dividends

~~During~~Dividends, ~~the~~if ~~year~~any, ~~ended~~will ~~December~~be ~~31,~~contingent ~~2013,~~upon ~~the~~our ~~Company~~revenues ~~issued~~and 17earnings,~~422,000~~ ~~shares~~if ofany, ~~common~~capital ~~stock~~requirements ~~for~~and ~~services~~financial ~~with~~conditions. aThe ~~value~~payment of ~~$31~~dividends,~~955,~~ 18if any,~~600,000~~ ~~common~~will ~~shares~~be ~~for~~within ~~notes~~the ~~payable~~discretion ~~with~~of aour ~~value~~board of ~~$5,033,~~directors. ~~3,000,000~~We ~~for~~intend ~~officer~~to ~~compensation~~retain ~~with a value of $5~~earnings,~~502,~~ ~~and~~if 25any,~~000,000~~ ~~common~~for ~~shares~~use ~~with~~in aour ~~value~~business ofoperations ~~$45~~and accordingly,~~854~~ ~~for~~the ~~settlement~~board of adirectors ~~prior~~does ~~debt.~~not ~~There~~anticipate ~~were~~declaring ~~16,600,000~~any ~~shares~~dividends ~~returned to treasury~~ prior to ~~2019~~an ~~bringing~~acquisition ~~the total common outstanding shares from 73~~transaction,~~871,562~~ tonor ~~61,271,562.~~can ~~During~~there ~~the~~be ~~second~~any ~~quarter~~assurance ofthat ~~2021,~~any ~~there~~dividends ~~were~~will ~~22,081,858~~be ~~shares~~paid ~~being~~following ~~canceled.~~any acquisition.

OnSeries ~~September~~B ~~21,~~Preferred ~~2021, there were 300,000,000 shares issued to acquire the 100% equity interest of Ever Full Logistic Limited.~~Shares

OnAs ~~January~~of ~~10,~~June ~~2022~~30 2023, ~~there~~we ~~were~~have ~~135~~issued 500,~~245,629~~000 shares ~~issued~~of toSeries 6B ~~service~~Preferred ~~providers~~Shares, ~~and~~with 15a ~~employees~~$0.0001 aspar ~~compensation~~value inper ~~lieu of cash for services~~share.

OnThe ~~January~~following ~~14,~~is ~~2022,~~a ~~there~~description ~~were~~of ~~8,403,692~~the material rights of our Series B Convertible Preferred Stock: the Series B Convertible Preferred Stock shall have a par value of $0.0001 per share. The Series B Convertible Preferred Stock represents ninety-nine percent (99%) of all votes (including the votes of common shares ~~issued~~of the Company entitled to abe ~~group~~voted at any annual or special meeting of ~~service~~shareholders ~~providers~~of the Corporation or action by written consent of shareholders). Each outstanding share of the Series B Convertible Preferred Stock shall represent its proportionate share of the 99% which is allocated to the outstanding shares of Series B Convertible Preferred Stock. In addition, the Certificate of Designation of Series B is the most current version and ~~named~~we ~~individuals~~use init ~~exchange~~to vote for ~~services~~any ~~rendered~~board orresolution. toWe behave ~~rendered~~also attached the Certificate of Designation for Series B at Exhibit 3.4(b), which indicates that the Series B class would always have a majority of the votes on any matter on which common shareholders are entitled to ~~Company~~vote, and that each share will otherwise have 1,000 votes.

~~Notes~~In the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, subject to the ~~Financial~~rights ~~Statements~~of any existing series of Preferred Stock or to the rights of any series of Preferred Stock which may from time to time hereafter come into existence, the holders of the Series B Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of the Corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the price per share actually paid to the Corporation upon the initial issuance of the Series B Preferred Stock (each, the “the Original Issue Price”) for each share of Series B Preferred Stock then held by them, plus declared but unpaid dividends. Unless the Corporation can establish a different Original Issue Price in connection with a particular sale of Series B Preferred Stock, the Original issue price shall be $0.0001 per share for the Series B Preferred Stock. If, upon the occurrence of any liquidation, dissolution or winding up of the Corporation, the assets and funds thus

~~For the nine months ended December 31, 2022 and 2021~~26

~~Note~~Notes 10to ~~– Reverse~~the ~~Merger~~Financial Statements

OnFor ~~September 21, 2021,~~ the ~~Company~~three ~~entered~~months ~~into~~ended aJune ~~Share Exchange Agreement (the “Exchange Agreement”) with EFLL~~30, ~~the~~2023 ~~Company received 100% of the issued~~ and outstanding shares of EFLL in exchange for newly issued 300,000,000 shares of common stock of the Company, thus causing EFLL to become a direct wholly-owned subsidiary of the Company. This transaction resulted in the owner of EFLL obtaining a majority voting interest in the Company. The merger of EFLL into the Company results in EFLL having control of the combined entity.2022

~~For~~Note ~~financial~~9 ~~reporting~~– ~~purposes,~~Stockholders’ ~~the~~equity ~~transaction~~- represents a "reverse merger" rather than a business combination and the Company is deemed to be the accounting acquiree in the transaction. The transaction is being accounted for as a reverse merger and recapitalization. The Company is the legal acquirer but accounting acquiree for financial reporting purposes and EFLL is the acquired company but accounting acquirer. Consequently, the assets and liabilities and the operations that will be reflected in the historical financial statements prior to the transaction will be those of EFLL and will be recorded at the historical cost basis of EFLL, and no goodwill will be recognized in this transaction. The consolidated financial statements after completion of the transaction will include the assets and liabilities of EFLL and the Company, and the historical operations of the Company and the combined operations of EFLL from the initial closing date of the transaction.continued

~~Details of assets and liabilities of the Company on the reverse merger were as follows:~~Dividends

			$
Plant and equipment			2,928
Creditors, other payables and accrual			(159,559)
Series A Preferred stock: $0.001 par value, 200,000 shares authorized and issues			(200)
Series B Preferred stock: $0.0001 par value, 500,000 shares authorized and issues			(50)
Common stock: $0.001 par value, 1,000,000,000 shares authorized, 49,989,704 shares issued			(49,990)
Additional paid-in capital			206,871

Dividends, if any, will be contingent upon our revenues and earnings, if any, capital requirements and financial conditions. The payment of dividends, if any, will be within the discretion of our board of directors. We intend to retain earnings, if any, for use in our business operations and accordingly, the board of directors does not anticipate declaring any dividends prior to an acquisition transaction, nor can there be any assurance that any dividends will be paid following any acquisition. The holder of shares of Series B Convertible Preferred Stock shall be entitled to receive dividends at the discretion of the board of directors.

~~FORWARD LOOKING STATEMENTS~~Redemption

~~Statements~~The ~~made~~shares ~~in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions~~ of ~~Section 27A of~~ the ~~Securities~~Series ~~Act~~B ofConvertible ~~1933~~Preferred ~~(the~~Stock ~~"Act")~~are ~~and~~redeemable ~~Section~~for ~~21E~~common ofshares ~~the~~1 ~~Securities~~year ~~Exchange~~after ~~Act of 1934~~issuance. ~~These~~Series ~~statements~~preferred ~~often~~B ~~can~~shares behave ~~identified~~conversion byrights ~~the use~~ of ~~terms~~1 ~~such~~series asB ~~"may,"~~share ~~"will,"~~to ~~"expect~~1,"000 ~~"believe,"~~common ~~"anticipate," "estimate," "approximate" or "continue," or the negative thereof~~shares. WeThe ~~intend~~holder that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the ~~date~~Series ~~made.~~B ~~Any~~Convertible ~~forward-looking~~Preferred ~~statements~~Stock ~~represent~~will ~~management's~~be ~~best~~entitled ~~judgment as~~ to ~~what~~have ~~may occur in the future. However~~500, ~~forward-looking statements are subject to risks~~000,000 ~~uncertainties~~common ~~and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected~~votes. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

~~ITEM~~Common ~~2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION~~Stock

~~GENERAL~~The Company has 1,000,000,000 authorised shares of Common Stock with a par value of $0.001 with 493,639,025 shares issued and outstanding.

~~The~~During ~~Company was initially incorporated as Kendrex Systems~~2014, ~~Inc~~the inCompany ~~Nevada.~~received ~~on February 23~~2, ~~1987. Kendrex Systems~~000,000 ~~Inc.~~shares ~~changed~~of tocommon ~~HLHKWorld~~stock ~~Group,~~in ~~Inc.~~return onfor ~~November~~transferring ~~18,~~its ~~1996.~~subsidiary ~~HLHK World Group~~Neeksom, Inc. ~~changed~~back to ~~Trimfast~~its ~~Group,~~original shareholders.

~~Inc.~~During inthe ~~Nevada~~year onended ~~September 4, 1998. On~~ December 2131, ~~1998~~2013, the Company ~~completed~~issued a17,422,000 1shares ~~for~~of 10common ~~reverse~~ stock ~~split. In 2001 the Company filed~~ for ~~protection~~services ~~under~~with ~~Chapter~~a 7value of ~~the United States Bankruptcy Code and ceased all activities. On October 21~~$31,955, ~~2002~~18,600,000 ~~the~~common ~~Company~~shares ~~completed a 1~~ for ~~200~~notes ~~reverse~~payable ~~stock~~with ~~split.~~a ~~During~~value ~~the~~of ~~period 2002 thru 2006~~$5, ~~the Company was known as TrimFast Group~~033, ~~Inc. On November 9~~3, ~~2004~~000,000 ~~the Company completed a 1~~ for 9officer ~~reverse~~compensation ~~stock split. On November 21, 2006, in conjunction~~ with a ~~one~~value ~~for 30 share reverse split~~ of ~~it’s common stock~~$5, ~~the Company changed its’ name to EDollars~~502, ~~Inc.~~and ~~On September 18~~25, ~~2007 the Company changed its’ name to Forex~~000,000 ~~Inc.~~common ~~and~~shares ~~completed~~with a ~~one~~value ~~for~~of ~~20 reverse stock split. On March 26~~$45,854 ~~2008,~~for ~~the~~settlement ~~Company changed its’ name to Petrogulf, Inc. On April23, 2012, the Company acquired 100%~~ of ~~Neeksom, Inc.,~~ a ~~Nevada~~prior ~~Corporation~~debt. OnThere ~~November~~were 2616, ~~2013 the Company changed its name to Novagant~~600,000 ~~Inc.~~shares ~~During 2014, the Company exited its business products business and~~ returned ~~the Neeksom, Inc. subsidiary~~ to ~~its~~treasury prior ~~owners. The Company previously elected~~ to ~~pursue~~2019 ~~selling~~bringing ~~financial~~the ~~products.~~total ~~Trimfast~~common ~~Group,~~outstanding ~~Inc.~~shares ~~changed~~from ~~to Edollars~~73, ~~Inc. in Nevada on November~~871,562 ~~2006. Edollars, Inc. changed~~ to ~~Forex~~61, ~~Inc. in June~~271, ~~2007~~562. ~~Forex,~~During ~~Inc.~~the ~~changed~~second toquarter ~~Petrogulf~~of ~~Corp. on March26~~2021, ~~2008.~~there ~~Petrogulf~~were ~~Inc. changed to Novagant~~22, ~~Inc. on November 26~~081,858 ~~2013.~~shares Onbeing ~~January 1, 2014, the Company changed its symbol from PTRF to NVGT~~canceled.

~~In 2015, the Company ceased operations and reporting.~~ On ~~December~~September 921, ~~2019~~2021, inthere ~~Case~~were ~~No. A-19-804454-B~~300, ~~Eight Judicial DistrictCourt~~000,000 ~~Clark~~shares ~~County,~~issued ~~Nevada,~~to ~~GrassRoots~~acquire ~~Advisory, LLC (“GrassRoots”) was granted custodianship of~~ the ~~Company.~~100% Onequity ~~January 8, 2020, GrassRoots sold the controlling~~ interest inof ~~the~~Ever ~~Company~~Full toLogistic ~~Alexander M~~Limited. ~~Woods-Leo.~~

On January 810, ~~2020~~2022, ~~GrassRoots~~there ~~agreed~~were ~~to assist Alexander M. Woods-Leo in acquiring control block of a custodian PubCo OTC: NVGT (Novagant Corp). Doug DiSanti Agrees to give 500~~135,~~000 Preferred B. Shares to Alexander M Woods-Leo in exchange for the amount of $15~~245,~~000~~629 ~~which was paid. The Preferred B~~ shares ~~will~~issued ~~be Non-convertible and equal~~ to ~~1,000~~6 ~~common~~service ~~votes~~providers ~~per~~and 115 ~~Preferred~~employees ~~share.~~as Acompensation ~~total of 500,000,000 common votes will be given to Alexander M. Woods-Leo. GrassRoots sold the controlling interest~~ in ~~the~~lieu ~~Company~~of tocash ~~Alexander~~for Mservices. ~~Woods-Leo.~~

AsOn ofJanuary ~~April 21~~14, ~~2021~~2022, ~~Pacific~~there ~~Corporate~~were ~~Advisory Services Limited who represents~~8, ~~Mr. WeiQun Chen~~403,692 ~~purchased~~shares ~~the~~issued ~~Preferred B Control block from Mr. Alexander M. Woods-Leo. As per escrow agreement, Mr. Alexander M. Woods- Leo had submitted the proper stock power with respect~~ to ~~the~~a ~~change~~group of ~~control~~service toproviders ~~escrow. On May 6, 2021, Mr. Alexander M. Woods-Leo resigned as an officer~~ and ~~director~~named ~~and~~individuals ~~appointed~~in ~~Mr.~~exchange ~~WeiQun~~for ~~Chen~~services asrendered ~~Chairman,~~or ~~CEO~~to ~~and~~be ~~Director,~~rendered ~~Mr.~~to ~~HongZhen Xu as Secretary, Treasurer and Director, and Haiyan Zeng as a Director~~Company.

On September 21, 2021, the Company entered into a Share Exchange Agreement (the “Exchange Agreement”) with Ever Full Logistics Limited (“EFLL”), registered and incorporated as a private limited liability company in Hong Kong, and WeiQun Chen (“Chen”), the sole shareholder of EFLL. Upon the closing of the share exchange transaction contemplated under the Exchange Agreement, Chen transferred all of his share capital in EFLL to the Company in exchange for 300,000,000 shares of common stock of the Company, thus causing EFLL to become a direct wholly-owned subsidiary of the Company. The Company now operates all of its business through EFLL in Hong Kong only. Our corporate organizational chart is shown as below.27

~~Business~~Notes ~~Overview~~to the Financial Statements

~~EFLL~~For ~~is a one-stop logistics service provider in Hong Kong, offering logistics services to meet~~ the ~~needs~~three ofmonths ~~our~~ended ~~customers’~~June ~~supply chains~~30, ~~which~~2023 ~~include transportation only. We are particularly specialized in Fast Moving Consumer Goods (FMCG)~~ and Health Care Products. The scope of logistics services that we provide to each customer varies as different customers often require different kinds of services. The Company’s management believes that technology input and service quality are always our core competence to success in the future. EFLL has continued to enhance its IT system to improve its operating efficiency and effectiveness. In the last quarter of 2020, EFLL upgraded its transportation management system (“TMS”) by adding a track and trace function. This TMS provides transparency of our logistic services. The customers can timely track and trace the status and records of the delivery of their goods. This is a chart 2022

~~that~~Note ~~shows~~10 ~~our~~– Reverse ~~corporate structure of EFLL, which is a direct wholly-owned subsidiary of the Company Novagant Corp. and it also shows all directors and employees relates to the structure of EFLL.~~Merger

~~Novagant~~On ~~Corp.~~ September 21, 2021, the Company entered into a Share Exchange Agreement (the “Exchange Agreement”) with EFLL, the Company received 100% > ~~Ever~~of ~~Full~~the ~~Logistics~~issued ~~Limited~~and outstanding shares of EFLL in exchange for newly issued 300,000,000 shares of common stock of the Company, thus causing EFLL to become a direct wholly-owned subsidiary of the Company. This transaction resulted in the owner of EFLL obtaining a majority voting interest in the Company. The merger of EFLL into the Company results in EFLL having control of the combined entity.

			Directors
operation clerk			account clerk			10 freelance sales representatives

For financial reporting purposes, the transaction represents a "reverse merger" rather than a business combination and the Company is deemed to be the accounting acquiree in the transaction. The transaction is being accounted for as a reverse merger and recapitalization. The Company is the legal acquirer but accounting acquiree for financial reporting purposes and EFLL is the acquired company but accounting acquirer. Consequently, the assets and liabilities and the operations that will be reflected in the historical financial statements prior to the transaction will be those of EFLL and will be recorded at the historical cost basis of EFLL, and no goodwill will be recognized in this transaction. The consolidated financial statements after completion of the transaction will include the assets and liabilities of EFLL and the Company, and the historical operations of the Company and the combined operations of EFLL from the initial closing date of the transaction.

~~CRITICAL~~Details ~~ACCOUNTING~~of ~~POLICIES,~~assets ~~JUDGMENTS~~and ~~AND~~liabilities ~~ESTIMATES~~of the Company on the reverse merger were as follows:

Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). The preparation of these consolidated financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

	$

Plant and equipment	2,928
Creditors, other payables and accrual	(159,559)
Series A Preferred stock: $0.001 par value, 200,000 shares authorized and issues	(200)
Series B Preferred stock: $0.0001 par value, 500,000 shares authorized and issues	(50)
Common stock: $0.001 par value, 1,000,000,000 shares authorized, 49,989,704 shares issued	(49,990)
Additional paid-in capital	206,871

AnFORWARD ~~accounting~~LOOKING policy is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used, or changes in the accounting estimate that are reasonably likely to occur, could materially impact the consolidated financial statements. We believe that the following critical accounting policies reflect the more significant estimates and assumptions used in the preparation of the consolidated financial statements.STATEMENTS

~~Revenue~~Statements ~~recognition~~made in this Form 10-Q/A that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

ASU No. 2014-09, Revenue from Contracts with Customers (“Topic 606”), became effective for the Company on April 1, 2018 and were adopted using the modified retrospective method. The adoption of the new revenue standards as of April 1, 2018 did not change the Company’s revenue recognition as there were no revenues during the period.28

~~Under~~ITEM the new revenue standards, the Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration which it expects to receive in exchange for those goods2. ~~The~~MANAGEMENT'S ~~Company~~DISCUSSION ~~recognizes~~AND ~~revenues~~ANALYSIS ~~following~~OF ~~the~~FINANCIAL ~~five~~CONDITION ~~step~~AND ~~model~~RESULTS ~~prescribed~~OF under ASU No. 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) we satisfy the performance obligation.OPERATION

The Company’s revenue is derived from provision of air or ocean freight services to the customers located in Hong Kong, and are recognized when the services are performed in accordance with the agreed terms.GENERAL

~~Accounts~~The ~~receivable~~Company was initially incorporated as Kendrex Systems, Inc in Nevada. on February 23, 1987. Kendrex Systems, Inc. changed to HLHKWorld Group, Inc. on November 18, 1996. HLHK World Group, Inc. changed to Trimfast Group, Inc. in Nevada on September 4, 1998. On December 21, 1998, the Company completed a 1 for 10 reverse stock split. In 2001 the Company filed for protection under Chapter 7 of the United States Bankruptcy Code and ceased all activities. On October 21, 2002, the Company completed a 1 for 200 reverse stock split. During the period 2002 thru 2006, the Company was known as TrimFast Group, Inc. On November 9, 2004, the Company completed a 1 for 9 reverse stock split. On November 21, 2006, in conjunction with a one for 30 share reverse split of it’s common stock, the Company changed its’ name to EDollars, Inc. On September 18, 2007 the Company changed its’ name to Forex, Inc. and completed a one for 20 reverse stock split. On March 26, 2008, the Company changed its’ name to Petrogulf, Inc. On April23, 2012, the Company acquired 100% of Neeksom, Inc., a Nevada Corporation. On November 26, 2013 the Company changed itsname to Novagant, Inc. During 2014, the Company exited its business products business and returned the Neeksom, Inc. subsidiary to its prior owners. The Company previously elected to pursue selling financial products. Trimfast Group, Inc. changed to Edollars, Inc. in Nevada on November, 2006. Edollars, Inc. changed to Forex, Inc. in June, 2007. Forex, Inc. changed to Petrogulf Corp. on March26, 2008. Petrogulf Inc. changed to Novagant, Inc. on November 26, 2013. On January 1, 2014, the Company changed its symbol from PTRF to NVGT.

~~The~~In ~~Group~~2015, ~~reviews~~the ~~accounts~~Company ~~receivable~~ceased ~~periodically~~operations ~~for collectability~~ and ~~establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary~~reporting. ~~The~~On ~~allowance~~December ~~for~~9, ~~doubtful~~2019, ~~accounts~~in isCase ~~maintained to provide for losses arising from customers’ inability to make required payments~~No. IfA-19-804454-B, ~~there~~Eight isJudicial ~~deterioration~~DistrictCourt, ofClark ~~our~~County, ~~customers’~~Nevada, ~~credit~~GrassRoots ~~worthiness and/or there is an increase in the length of time that the receivables are past due greater than the historical assumptions used~~Advisory, ~~additional~~LLC ~~allowances~~(“GrassRoots”) ~~may~~was begranted ~~required.~~custodianship ~~The management~~ of the Company. ~~considered~~On asJanuary ~~of December 31~~8, ~~2022~~2020, ~~and~~GrassRoots ~~March~~sold ~~31,~~the ~~2022,~~controlling nointerest ~~allowance~~in ~~for~~the ~~doubtful~~Company ~~accounts~~to isAlexander ~~necessary~~M. Woods-Leo.

~~RESULTS~~On OFJanuary ~~OPERATIONS~~8, ~~AND~~2020, ~~FINANCIAL~~GrassRoots ~~CONDITION~~agreed to assist Alexander M. Woods-Leo in acquiring control block of a custodian PubCo OTC: NVGT (Novagant Corp). Doug DiSanti Agrees to give 500,000 Preferred B. Shares to Alexander M Woods-Leo in exchange for the amount of $15,000 which was paid. The Preferred B shares will be Non-convertible and equal to 1,000 common votes per 1 Preferred share. A total of 500,000,000 common votes will be given to Alexnader M. Woods-Leo. GrassRoots sold the controlling interest in the Company to Alexander M. Woods-Leo.

~~Business~~As ~~Acquired~~of April 21, 2021, Pacific Corporate Advisory Services Limited who represents, Mr. WeiQun Chen, purchased the Preferred B Control block from Mr. Alexander M. Woods-Leo. As per escrow agreement, Mr. Alexander M. Woods- Leo had submitted the proper stock power with respect to the change of control to escrow. On May 6, 2021, Mr. Alexander M. Woods-Leo resigned as an officer anddirector and appointed Mr. WeiQun Chen as Chairman, CEO and Director, Mr. HongZhen Xu as Secretary, Treasurer and Director, and Haiyan Zeng as a Director.

On September 21, 2021, the Company entered into a Share Exchange Agreement (the “Exchange Agreement”) with Ever Full Logistics Limited (“EFLL”), registered and incorporated as a private limited liability company in Hong Kong, and WeiQun Chen (“Chen”), the sole shareholder of EFLL. Upon the closing of the share exchange transaction contemplated under the Exchange Agreement, Chen transferred all of his share capital in EFLL to the Company in exchange for 300,000,000 shares of common stock of the Company, thus causing EFLL to become a direct wholly-owned subsidiary of the Company. The Company now operates all of its business through EFLL in Hong Kong only. ~~EFLL~~Our iscorporate ~~engaged~~organizational inchart ~~provision~~is ofshown ~~logistic~~as ~~services~~below.

~~Results~~Business ~~of Operations during the Nine months ended December 31, 2022 Compared to the Nine months ended December 31, 2021~~Overview

~~Revenue~~EFLL is a one-stop logistics service provider in Hong Kong, offering logistics services to meet the needs of our customers’ supply chains, which include transportation only. We are particularly specialized in Fast Moving Consumer Goods (FMCG) and Health Care Products. The scope of logistics services that we provide to each customer varies as different customers often require different kinds of services. The Company’s management believes that technology input and service quality are always our core competence to success in the future. EFLL has continued to enhance its IT system to improve its operating efficiency and effectiveness. In the last quarter of 2020, EFLL upgraded its transportation management system (“TMS”) by adding a track and trace function. This TMS provides transparency of our logistic services. The customers can timely track and trace the status and records of the delivery of their goods. This is a chart that shows our corporate structure of EFLL, which is a direct wholly-owned subsidiary of the Company Novagant Corp. and it also shows all directors and employees relates to the structure of EFLL.

During the nine months ended December 31, 2022, we have revenue of $140,256, compare to $77,595 during the nine months ended December 31, 2021, increased of $62,661 or 81% due to increase in demand for services.29

~~Operating~~Novagant ~~Expenses~~Corp. 100% > Ever Full Logistics Limited

During the nine months ended December 31, 2022, we have operating expenses of $66,654, compare to $39,906 during the nine months ended December 31, 2021, increased of $26,748 or 67%. The increase mainly due to increase in telecommunication and IT expenses of $1,262, salaries and wages of $8,560 and professional fee of $17,051, and set off with decrease in medical expenses of $149 and staff welfare of $1,164.

	Directors


operation clerk	account clerk	10 freelance sales representatives

~~Net~~CRITICAL ~~Loss~~ACCOUNTING POLICIES, JUDGMENTS AND ESTIMATES

~~During~~Our ~~the~~discussion ~~nine~~and ~~months~~analysis ~~ended~~of ~~December~~our 31financial condition and results of operations is based upon our consolidated financial statements, ~~2022~~which have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). The preparation of these consolidated financial statements requires us to make estimates, wejudgments ~~incurred~~and aassumptions ~~net~~that ~~loss~~affect the reported amounts of ~~$13~~assets,~~896~~ liabilities, ~~compare~~revenues toand aexpenses, ~~net~~and ~~loss~~the related disclosure of ~~$19~~contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances,~~488~~ ~~during~~the results of which form the ~~nine~~basis ~~months~~for ~~ended~~making ~~December~~judgments ~~31,~~about ~~2021,~~the ~~decreased~~carrying values of ~~$5,592. The~~assets ~~decrease~~and isliabilities ~~mainly~~that ~~due~~are tonot ~~declining~~readily inapparent ~~revenue~~from other sources. Actual results may differ from these estimates.

~~Results~~An ofaccounting ~~Operations~~policy ~~during~~is considered to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the ~~Nine~~time ~~months~~the ~~ended~~estimate ~~December~~is 31made, ~~2022~~and ~~Compared~~if todifferent estimates that reasonably could have been used, or changes in the ~~Nine~~accounting ~~months~~estimate ~~ended~~that ~~December~~are 31reasonably likely to occur, ~~2021~~could materially impact the consolidated financial statements. We believe that the following critical accounting policies reflect the more significant estimates and assumptions used in the preparation of the consolidated financial statements.

Revenue recognition

~~For~~ASU ~~the~~No. ~~nine~~2014-09, ~~months~~Revenue ~~ended~~from ~~December~~Contracts ~~31,~~with ~~2022~~Customers ~~and~~(“Topic ~~2021~~606”), ~~our~~became ~~total~~effective ~~revenue~~for ~~amounted~~the toCompany ~~$140,256~~on ~~and~~April ~~$77~~1,~~595.~~ ~~The~~2018 ~~increase~~and ~~was~~were ~~because~~adopted ofusing ~~more~~the ~~orders~~modified inretrospective ~~transportation~~method. The ~~following~~adoption ~~table~~of ~~sets~~the ~~out~~new ~~the~~revenue ~~breakdown~~standards as of ~~our~~April ~~revenue~~1, by2018 ~~the~~did ~~type~~not ofchange ~~logistics~~the ~~service~~Company’s ~~during~~revenue ~~the~~recognition ~~nine~~as ~~months~~there ~~ended~~were ~~December~~no ~~31,~~revenues ~~2022~~during ~~and~~the ~~2021:~~period.

	Nine months ended December 31, 2022		Nine months ended December 31, 2021
	USD	%	USD	%
Transportation - Air Freight	29,254	21	10,863	14
Transportation - Ocean Freight	111,002	79	66,732	86
	140,256	100	77,595	100

Under the new revenue standards, the Company recognizes revenues when its customer obtains control of promised goods or services, in an amount that reflects the consideration which it expects to receive in exchange for those goods. The Company recognizes revenues following the five step model prescribed under ASU No. 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) we satisfy the performance obligation.

WeThe ~~provide~~Company’s ~~logistics~~revenue ~~services~~is ~~for~~derived ~~Hong~~from ~~Kong~~provision ~~customers~~of ~~and~~air ~~arrange~~or ~~the~~ocean ~~goods~~freight services to bethe ~~sent~~customers ~~out~~located ~~from~~in Hong Kong, ~~Korea, Taiwan to Intra-Asia region, Europe~~ and ~~The~~are ~~US.~~recognized ~~During~~when the ~~nine~~services ~~months~~are ~~ended~~performed ~~December 31, 2022, our air freight revenue~~ in ~~transportation~~accordance ~~has~~with ~~increased to $29,254 comparing from $10,863 for~~ the ~~nine~~agreed ~~months ended December 31, 2021~~terms. The increases in revenue were mainly due to more demand for Air Freight services from our customers. In addition, during the nine months ended December 31, 2022, our ocean freight revenue in transportation has increased to $111,002

~~comparing~~Accounts ~~from $66,732 for the nine months ended December 31, 2021. The increases in revenue were due to the EFLL’s local customers has more demand for the ocean freight logistics services.~~receivable

~~Air~~The ~~Freight~~Group reviews accounts receivable periodically for collectability and establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary. The allowance for doubtful accounts is maintained to provide for losses arising from customers’ inability to make required payments. If there is deterioration of our customers’ credit worthiness and/or there is an increase in the length of time that the receivables are past due greater than the historical assumptions used, additional allowances may be required. The management of the Company considered as of June 30 2023, and March 31, 2023, no allowance for doubtful accounts is necessary.

For air freight, we will send the booking details and draft airway bill to the customers for confirmation. Then we will arrange pick of the goods and measure the correct kilograms for customers confirmation. At last, we will arrange the goods to the airline for upload to the cargo plane at the airport.30

~~Ocean~~RESULTS ~~Freight~~OF OPERATIONS AND FINANCIAL CONDITION

~~Customers~~Business will first provide us a booking form and information of the bill of lading, which includes the shipping details, like details of the products, destination, carrier and details of the consignee. We will then arrange a pick up of the goods at the customers’ warehouse by a third party local transportation provider. We will store the goods at the public warehouse where we will measure the accurate cubic metres (“CBM”) for final determination of the correct ocean freight. Upon receipt of the confirmation of the final CBM with the customers, we will arrange upload of goods to the container at the port and make sure the shipment arrive the destination port on time. This for Loose Cargo Load service (“LCL”).Acquired

~~For~~On ~~Full~~September ~~Container~~21, ~~Load service~~2021, itthe isCompany ~~more~~entered orinto ~~less~~a Share Exchange Agreement (the ~~same~~“Exchange asAgreement”) ~~LCL~~with Ever Full Logistics Limited (“EFLL”) and WeiQun Chen (“Chen”), the ~~only~~sole ~~different~~shareholder ~~procedure~~of isEFLL. ~~that~~Upon wethe ~~will~~closing ~~arrange~~of the ~~container~~share ~~directly~~exchange totransaction contemplated under the ~~customers’~~Exchange ~~warehouse~~Agreement, ~~for~~Chen ~~the~~transferred ~~upload~~all of ~~the~~his ~~goods.~~share Wecapital ~~need~~in ~~not~~EFLL ~~measure~~to the ~~CBM~~Company, asthus ~~the~~causing ~~customers~~EFLL ~~pay~~to become a direct wholly-owned subsidiary of the ~~fee~~Company. The Company now operates all of ~~using~~its ~~the~~business ~~whole~~through ~~container~~EFLL. EFLL is engaged in provision of logistic services.

~~Cost~~Results of ~~services~~Operations during the Three months ended June 30, 2023 Compared to the Three months ended June 30 2022

Our direct cost of services was mainly in the air/ocean freight service provision, it has increased from $57,076 for the nine months ended December 31, 2021 to $87,331 for the nine months ended December 31, 2022. The increase was in line with the increase in revenue.Revenue

~~Expenses~~During the three months ended June 30, 2023, we have revenue of $6,774, compare to $57,885 during the three months ended June 30 2022, decreased of $51,111 or 90% due to decrease in demand for services.

~~For~~Operating the nine months ended December 31, 2022, the Company incurred $66,821 of operating expenses which consisted of general and administrative expenses of $66,654 and finance costs of $167. For the nine months ended December 31, 2021, we incurred operating expenses in the amount of $40,007 which consisted of general and administrative expenses of $39,906 and finance costs of $101. The increase is due to the increase in activity. Novagant, the public entity, had no operations from April 2022 through December 31, 2022. All business activity occurred within EFLL, which was acquired on September 21, 2021.Expenses

~~Net~~During ~~Loss~~the three months ended June 30, 2023, we have operating expenses of $21,433, compare to $13,795 during the three months ended June 30 2022, increased of $7,638 or 55%. The increase mainly due to increase in professional fee of $7,577.

~~For~~Net the nine months ended December 31, 2022 we had a net loss of $13,896. We had net loss of $19,488 for the nine months ended December 31, 2021. The decrease in loss is due to the increase in revenue during the period.Loss

~~Liquidity~~During the three months ended June 30, 2023, we incurred a net loss of $17,614, compare to a net profit of $3,303 during the three months ended June 30 2022, increased of $20,917. The increase mainly due to decrease in revenue.

AsResults of ~~December~~Operations ~~31,~~during ~~2022,~~the weThree ~~had~~months ~~$48,490~~ended inJune ~~deposits~~30, ~~accounts~~2023 ~~receivable~~Compared ~~and~~to ~~cash~~the ~~and~~three ~~cash~~months ~~equivalents,~~ended ~~and~~June ~~current~~30 ~~liabilities of $294,587. As of December 31, 2021, we had $52,872 in deposits, accounts receivables and cash and cash equivalents, and current liabilities of $247,344.~~2022

To the extent that our capital resources are insufficient to meet planned operating requirements, we will seek additional funds through equity or debt financing, collaborative or other arrangements with corporate partners, licensees or others, and from other sources, which may have the effect of diluting the holdings of existing shareholders. The Company has no current arrangements with respect to, or sources of, such additional financing and we do not anticipate that existing shareholders will provide any portion of our future financing requirements.Revenue

NoFor ~~assurance~~the ~~can~~three bemonths ~~given~~ended ~~that~~June ~~additional~~30, ~~financing~~2023 ~~will~~and be2022, ~~available~~our ~~when~~total ~~needed~~revenue oramounted ~~that such financing will be available on terms acceptable~~ to ~~the~~$140,256 ~~Company~~and $77,595. IfThe ~~adequate~~increase ~~funds~~was ~~are~~because ~~not~~of ~~available,~~more weorders ~~may~~in betransportation. ~~required~~The tofollowing ~~delay~~table orsets ~~terminate~~out ~~expenditures~~the ~~for~~breakdown ~~certain~~ of ~~its~~our ~~programs~~revenue ~~that~~by itthe ~~would~~type ~~otherwise~~of ~~seek~~logistics toservice ~~develop~~during ~~and~~the ~~commercialize.~~three ~~This~~months ~~would~~ended ~~have~~June a30, ~~material~~2023 ~~adverse~~and ~~effect on the Company.~~2022:

Off-Balance Sheet Arrangements

	Three months ended June 30, 2023		Three months ended June 30 2022

	USD	%	USD	%
Transportation - Air Freight	-	-	16,208	28

Transportation - Ocean Freight	6,774	100	41,677	72

	6,774	100	57,885	100

AsWe ofprovide ~~December~~logistics 31services for Hong Kong customers and arrange the goods to be sent out from Hong Kong, ~~2022~~Korea, Taiwan to Intra-Asia region, Europe and ~~March~~The 31US. During the three months ended June 30, 2023, our air freight revenue in transportation has decreased to $Nil comparing from $16,208 for the three months ended June 30 2022. The decreases in revenue were mainly due to less demand for Air Freight services from our customers. In addition, weduring ~~did~~the ~~not~~three ~~have~~months ~~any~~ended ~~off-balance~~June ~~sheet~~30, ~~arrangements~~2023, asour ~~defined~~ocean freight revenue in ~~Item 303(a)(4)(ii)~~transportation ofhas ~~Regulation~~decreased ~~S-K~~to ~~promulgated~~$6,774 ~~under~~comparing from $41,677 for the ~~Securities~~three ~~Act~~months ofended ~~1934~~June 30 2022. The decreases in revenue were due to the EFLL’s local customers has less demand for the ocean freight logistics services.

We do not have any interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing or hedging or research and development or other services with us.31

~~Critical~~Air ~~Accounting Policies~~Freight

~~Our~~For ~~significant~~air ~~accounting~~freight, ~~policies~~we ~~are~~will ~~described~~send in the ~~notes~~booking todetails ~~our~~and ~~financial~~draft ~~statements~~airway ~~for~~bill to the ~~nine~~customers ~~months~~for ~~ended~~confirmation. ~~December~~Then ~~31,~~we ~~2022~~will arrange pick of the goods and ~~2021~~measure the correct kilograms for customers confirmation. At last, ~~and~~we ~~are~~will ~~included~~arrange ~~elsewhere~~the ingoods ~~our~~to ~~registration~~the ~~statement~~airline for upload to the cargo plane at the airport.

~~GOING~~Ocean ~~CONCERN~~Freight

~~The~~Customers ~~accompanying~~will ~~financial~~first ~~statements~~provide ~~have~~us ~~been~~a ~~prepared~~booking ~~assuming~~form ~~that~~and information of the ~~Group~~bill of lading, which includes the shipping details, like details of the products, destination, carrier and details of the consignee. We will ~~continue~~then asarrange a ~~going~~pick ~~concern~~up of the goods at the customers’ warehouse by a third party local transportation provider. AsWe ~~shown~~will instore the ~~accompanying~~goods ~~financial~~at ~~statements,~~the public warehouse where we ~~have~~will ameasure ~~net~~the ~~deficit~~accurate cubic metres (“CBM”) for final determination of ~~$236,817~~the ascorrect ocean freight. Upon receipt of ~~December~~the ~~31,~~confirmation ~~2022~~of the final CBM with the customers, ~~which~~we ~~raise~~will ~~substantial~~arrange ~~doubt~~upload ~~about~~of goods to the ~~Group’s~~container ~~ability~~at tothe ~~continue~~port asand amake ~~going~~sure ~~concern~~the shipment arrive the destination port on time. This for Loose Cargo Load service (“LCL”).

~~Management~~For ~~believes~~Full ~~the~~Container ~~Group~~Load ~~will~~service, ~~improve~~it ~~the~~is ~~operation~~more ~~and~~or ~~generated~~less ~~positive cash inflows from operating activities for~~ the ~~foreseeable~~same ~~future.~~as ~~Management~~LCL, ~~plans to seek additional debt and/or equity financing for~~ the ~~Group~~only ~~but~~different ~~cannot~~procedure ~~assure~~is that ~~such~~we ~~financing~~ will bearrange ~~available~~the oncontainer ~~acceptable~~directly ~~terms. The~~to ~~Group~~the customers’s ~~continuation~~warehouse asfor athe ~~going~~upload ~~concern~~of isthe ~~dependent~~goods. ~~upon~~We ~~its~~need ~~ability~~not tomeasure ~~ultimately~~the ~~attain~~CBM ~~profitable~~as ~~operations,~~the ~~generate~~customers ~~sufficient~~pay ~~cash~~the ~~flow~~fee toof ~~meet~~using ~~its~~the ~~obligations,~~whole ~~and obtain additional financing as may be required~~container.

~~The~~Cost ~~accompanying consolidated financial statements do not include any adjustments that might result from the outcome~~ of this uncertainty. There can be no assurance that management will be successful in implementing its business plan or that the successful implementation of such business plan will actually improve our operating results.services

~~ITEM~~Our 3direct cost of services was mainly in the air/ocean freight service provision, it has decreased from $40,784 for the three months ended June 30 2022 to $2,902 for the three months ended June 30, 2023. ~~QUANTITATIVE~~The ~~AND~~decrease ~~QUALITATIVE~~was ~~DISCLOSURES~~in ~~ABOUT~~line ~~MARKET~~with ~~RISK~~the decrease in revenue.

~~As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.~~Expenses

~~ITEM~~For 4the three months ended June 30, 2023, the Company incurred $21,486 of operating expenses which consisted of general and administrative expenses of $21,433 and finance costs of $53. ~~CONTROLS~~For ~~AND~~the ~~PROCEDURES~~three months ended June 30 2022, we incurred operating expenses in the amount of $13,798 which consisted of general and administrative expenses of $13,795 and finance costs of $3. The increase is due to the increase in professional fee. Novagant, the public entity, had no operations from April 2023 through June 30 2023. All business activity occurred within EFLL, which was acquired on September 21, 2021.

~~Disclosure~~Net ~~Controls and Procedures~~Loss

~~Our~~For ~~disclosure~~the ~~controls~~three ~~and~~months ~~procedures~~ended ~~are~~June ~~designed~~30, to2023 ~~ensure that information required to be disclosed in reports that~~ we ~~file~~had ora ~~submit~~net ~~under~~loss ~~the Securities Exchange Act~~ of ~~1934 is recorded~~$17,614. ~~processed,~~We ~~summarized~~had ~~and~~net ~~reported~~profit ~~within~~of ~~the~~$3,303 ~~time~~for ~~periods specified in~~ the ~~rules~~three ~~and~~months ~~forms~~ended ofJune ~~the~~30 ~~Securities and Exchange Commission~~2022. ~~Our~~The ~~principal~~increase ~~executive~~in ~~officer~~loss ~~and~~is ~~principal~~due ~~financial~~to ~~and accounting officer have reviewed~~ the ~~effectiveness~~decrease ~~of our “disclosure controls and procedures” (as defined~~ in ~~the~~revenue ~~Securities~~during ~~Exchange Act of 1934 Rules 13(a)-15(e) and 15(d)-15(e)) within~~ the ~~end of the~~ period covered by this Quarterly Report on Form 10-Q and have concluded that the disclosure controls and procedures are effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner.

~~Changes in Internal Controls over Financial Reporting~~Liquidity

~~There~~As ~~have~~of ~~been~~June no30 ~~changes~~2023, we had $34,333 in ~~the~~deposits, ~~Company's~~accounts ~~internal~~receivable ~~control~~and ~~over~~cash ~~financial~~and ~~reporting~~cash ~~during~~equivalents, ~~the~~and ~~last~~current ~~quarterly~~liabilities ~~period~~of ~~covered~~$334,836. byAs ~~this~~of ~~report~~June ~~that~~30 ~~have~~2022, ~~materially~~we ~~affected~~had $46,257 orin ~~are~~deposits, ~~reasonably~~accounts ~~likely~~receivables toand ~~materially~~cash ~~affect,~~and ~~the~~cash ~~Company's~~equivalents, ~~internal~~and ~~control~~current ~~over~~liabilities ~~financial~~of ~~reporting~~$268,364.

~~PART~~To IIthe extent that our capital resources are insufficient to meet planned operating requirements, we will seek additional funds through equity or debt financing, collaborative or other arrangements with corporate partners, licensees or others, and from other sources, which may have the effect of diluting the holdings of existing shareholders. ~~OTHER~~The ~~INFORMATION~~Company has no current arrangements with respect to, or sources of, such additional financing and we do not anticipate that existing shareholders will provide any portion of our future financing requirements.

~~ITEM~~No 1assurance can be given that additional financing will be available when needed or that such financing will be available on terms acceptable to the Company. ~~LEGAL~~If ~~PROCEEDINGS~~adequate funds are not available, we may be required to delay or terminate expenditures for certain of its programs that it would otherwise seek to develop and commercialize. This would have a material adverse effect on the Company.

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.32

~~ITEM~~Off-Balance 2.Sheet ~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~Arrangements

~~None~~As of June 30, 2023 and March 31, 2023, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act of 1934.

~~ITEM~~We 3.do ~~DEFAULTS~~not ~~UPON~~have ~~SENIOR~~any ~~SECURITIES~~interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing or hedging or research and development or other services with us.

~~None~~Critical Accounting Policies

~~ITEM~~Our 4.significant ~~MINE~~accounting ~~SAFETY~~policies ~~DISCLOSURES~~are described in the notes to our financial statements for the three months ended June 30, 2023 and 2022, and are included elsewhere in our registration statement.

~~Not~~GOING ~~applicable to our Company.~~CONCERN

~~ITEM~~The 5accompanying financial statements have been prepared assuming that the Group will continue as a going concern. ~~OTHER~~As ~~INFORMATION~~shown in the accompanying financial statements, we have a net deficit of $291,448 as of June 30 2023, which raise substantial doubt about the Group’s ability to continue as a going concern.

~~Our~~Management ~~principal~~believes ~~executive~~the ~~office~~Group ~~has~~will ~~been~~improve ~~changed~~the operation and generated positive cash inflows from ~~Flat~~operating D,activities 32for the foreseeable future. Management plans to seek additional debt and/F,or equity financing for the Group but cannot assure that such financing will be available on acceptable terms. The ~~Masterpiece,~~Group’s 18continuation ~~Hanoi~~as ~~Road,~~a ~~Kowloon,~~going ~~Tsim~~concern ~~Sha~~is ~~Tsui~~dependent ~~Hong~~upon ~~Kong~~its ability to ~~Suite~~ultimately ~~2006,~~attain ~~AIA~~profitable ~~Kowloon Tower~~operations, ~~Landmark~~generate ~~East,~~sufficient ~~100~~cash ~~How~~flow ~~Ming~~to ~~Street,~~meet KTits obligations, ~~Hong~~and ~~Kong~~obtain ~~with~~additional ~~effect~~financing ~~from~~as ~~October~~may ~~15,~~be ~~2022~~required.

The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. There can be no assurance that management will be successful in implementing its business plan or that the successful implementation of such business plan will actually improve our operating results.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a "smaller reporting company" as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Our principal executive officer and principal financial and accounting officer have reviewed the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13(a)-15(e) and 15(d)-15(e)) within the end of the period covered by this Quarterly Report on Form 10-Q and have concluded that the disclosure controls and procedures are effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner.

Changes in Internal Controls over Financial Reporting

There have been no changes in the Company's internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable to our Company.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibits:

31.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)

31.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)
32.1	Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
101.INS	XBRLInstance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

~~32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002~~ 34

101.INS XBRL Instance Document

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF XBRL Taxonomy Extension Definition Document

101.LAB XBRL Taxonomy Extension Label Linkbase Document

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Novagant Corp.
Dated: February 13, 2023	By: /s/ WeiQun Chen
Dated: August 14, 2023	By:	/s/ WeiQun Chen
	~~WeiQun Chen, Director and Authorized Signatory~~	WeiQun Chen, Director and Authorized Signatory

Filing Compare · NOVAGANT CORP