10-Q

UNITED STATES

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 June 30, 2023

or

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

For the transition period from            To           

Commission File Number 000-55909

NAMLIONG SKYCOSMOS, INC.

(Exact name of registrant as specified in its charter)

Nevada	20-3240178
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

No. 357, Ren’ai Street Yongkang District Tainan City, Taiwan	71072
(Address of principal executive offices)	(Zip Code)

+886-2542372

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ☒ Yes   ☐ No

The number of shares outstanding of the registrant’s common stock, par value $0.001 per share, as of August 8, 2023, was 14,706,513.

TABLE OF CONTENTS

	Page
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements	4
Unaudited Condensed Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022	4
Unaudited Condensed Consolidated Statements of Operations (Unaudited) for the Three and Six Months Ended June 30, 2023 and 2022	5
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Deficit (Unaudited) for the Three and Six Months Ended June 30, 2023 and 2022	6
Unaudited Condensed Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2023 and 2022	7
Notes to Unaudited Condensed Consolidated Financial Statements	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3. Quantitative and Qualitative Disclosures About Market Risk	23
Item 4. Controls and Procedures	23
PART II - OTHER INFORMATION	24
Item 1. Legal Proceedings	24
Item 1A. Risk Factors	24
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 3. Defaults Upon Senior Securities	24
Item 4. Mine Safety Disclosures	24
Item 5. Other Information	24
Item 6. Exhibits	25
SIGNATURES	26

2

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical facts, included in this Form 10-Q including, without limitation, statements in the “Market Overview” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s market projections, financial position, business strategy and the plans and objectives of management for future operations, events or developments which the Company expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof); expansion and growth of the Company's business and operations; and other such matters are forward-looking statements. These statements are based on certain assumptions and analyses made by the Company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate under the circumstances. However, whether actual results or developments will conform with the Company's expectations and predictions is subject to a number of risks and uncertainties, including general economic, market and business conditions; the business opportunities (or lack thereof) that may be presented to and pursued by the Company; changes in laws or regulation; and other factors, most of which are beyond the control of the Company.

These forward-looking statements can be identified by the use of predictive, future-tense or forward-looking terminology, such as “believes,” “anticipates,” “expects,” “estimates,” “plans,” “may,” “will,” or similar terms. These statements appear in a number of places in this filing and include statements regarding the intent, belief or current expectations of the Company, and its directors or its officers with respect to, among other things: (i) trends affecting the Company's financial condition or results of operations for its limited history; (ii) the Company's business and growth strategies; and (iii) the Company's financing plans. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Such factors that could adversely affect actual results and performance include, but are not limited to, the Company's limited operating history, potential fluctuations in quarterly operating results and expenses, government regulation, technological change and competition.

Consequently, all of the forward-looking statements made in this Form 10-Q are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations. The Company assumes no obligations to update any such forward-looking statements.

3

PART I. FINANCIAL INFORMATION.

Item 1. Financial Statements

NAMLIONG SKYCOSMOS, INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

	June 30, 2023			December 31, 2022
				(Restated)
ASSETS
Non-current asset:
Right-of-use asset	$	17,074		$	–
Current asset:
Cash		23,195			–
TOTAL ASSETS	$	40,269		$	–
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accrued liabilities	$	1,280,250		$	16,000
Lease liabilities		25,829			–
Amount due to a related party		23,195			–
Amount due to a director		120,351			53,821
Total current liabilities		1,449,625			69,821
Non-current liability:
Lease liabilities		5,732			–
TOTAL LIABILITIES		1,455,357			69,821
Commitments and contingencies		–			–
STOCKHOLDERS’ DEFICIT
Preferred stock, 10,000,000 shares authorized, $0.001 par value, 0 shares issued and outstanding as of June 30, 2023 and December 31, 2022		–			–
Common stock, 300,000,000 shares authorized, $0.001 par value, 14,706,513 and 14,706,513 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively		14,706			14,706
Common stock to be issued, $0.001 par value, 2,000,000 and 0 shares as of June 30, 2023 and December 31, 2022, respectively		2,000			–
Additional paid-in capital		48,283,531			49,435,627
Accumulated deficit		(49,715,325	)		(49,520,154	)
Stockholders’ deficit		(1,415,088	)		(69,821	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	40,269		$	–

See accompanying notes to condensed consolidated financial statements.

4

NAMLIONG SKYCOSMOS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Currency expressed in United States Dollars (“US$”), except for number of shares)

	Three months ended June 30,						Six months ended June 30,
	2023			2022			2023			2022
Revenue, net	$	–		$	–		$	–		$	–
Operating expenses:
General and administrative expenses		(132,652	)		(17,174	)		(195,494	)		(51,924	)
Total operating expenses		(132,652	)		(17,174	)		(195,494	)		(51,924	)
LOSS FROM OPERATION		(132,652	)		(17,174	)		(195,494	)		(51,924	)
Other income (expense):
Interest expense		(77	)		–			(77	)		–
Foreign exchange gain		400			–			400			–
Total other income		323			–			323			–
LOSS BEFORE INCOME TAXES		(132,329	)		(17,174	)		(195,171	)		(51,924	)
Income tax expense		–			–			–			–
NET LOSS	$	(132,329	)	$	(17,174	)	$	(195,171	)	$	(51,924	)
Net loss per share – Basic and Diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average common shares outstanding – Basic and Diluted		14,706,513			14,706,513			14,706,513			14,706,513

See accompanying notes to condensed consolidated financial statements.

5

NAMLIONG SKYCOSMOS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(Currency expressed in United States Dollars (“US$”), except for number of shares)

	Three and Six Months Ended June 30, 2023 and 2022
	Common stock				Common stock to be issued				Additional Paid-in			Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balance as of January 1, 2022		14,706,513	$	14,706		–	$	–	$	49,435,627		$	(49,451,088	)	$	(755	)
Net loss for the period		–		–		–		–		–			(34,750	)		(34,750	)
Balance as of March 31, 2022		14,706,513	$	14,706		–	$	–	$	49,435,627		$	(49,485,838	)	$	(35,505	)
Net loss for the period		–		–		–		–		–			(17,174	)		(17,174	)
Balance as of June 30, 2022		14,706,513	$	14,706		–	$	–	$	49,435,627		$	(49,503,012	)	$	(52,679	)
Balance as of January 1, 2023		14,706,513	$	14,706		–	$	–	$	49,435,627		$	(49,520,154	)	$	(69,821	)
Net loss for the period		–		–		–		–		–			(62,842	)		(62,842	)
Balance as of March 31, 2023		14,706,513	$	14,706		–	$	–	$	49,435,627		$	(49,582,996	)	$	(132,663	)
Acquisition of a subsidiary		–		–		2,000,000		2,000		(1,152,096	)		–			(1,150,096	)
Net loss for the period		–		–		–		–		–			(132,329	)		(132,329	)
Balance as of June 30, 2023		14,706,513	$	14,706		2,000,000	$	2,000	$	48,283,531		$	(49,715,325	)	$	(1,415,088	)

See accompanying notes to condensed consolidated financial statements.

6

NAMLIONG SKYCOSMOS, INC.

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

(Currency expressed in United States Dollars (“US$”))

	Six months ended June 30,
	2023			2022
Cash flows from operating activities:
Net loss	$	(195,171	)	$	(51,924	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of right-of-use assets		964			–
Non-cash lease expense		77			–
Change in operating assets and liabilities:
Accrued liabilities		128,000			6,245
Net cash used in operating activities		(66,130	)		(45,679	)
Cash flows from financing activities:
Advance from a director		66,530			45,679
Advance from a related party		23,195			–
Net cash provided by financing activities		89,725			45,679
Effect on exchange rate change on cash and cash equivalents		(400	)		–
Net change in cash and cash equivalents		23,195			–
BEGINNING OF PERIOD		–			–
END OF PERIOD	$	23,195		$	–
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes	$	–		$	–
Cash paid for interest	$	–		$	–

See accompanying notes to condensed consolidated financial statements.

7

NAMLIONG SKYCOSMOS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND 2022

(Currency expressed in United States Dollars (“US$”), except for number of shares)

NOTE – 1 DESCRIPTION OF BUSINESS AND ORGANIZATION

Namliong Skycosmos, Inc. (the “Company” or “KRBF”) was incorporated as Gemwood Productions, Inc. under the laws of the State of Nevada on February 7, 2005. Gemwood Productions, Inc. changed its name to Kreido Biofuels, Inc. on November 2, 2006. The Company took its current form on January 12, 2007 when Kreido Laboratories, Inc. (“Kreido Labs”), completed a reverse triangular merger with Kreido Biofuels, Inc. On April 19, 2022, the Company changed its current name to Namliong SkyCosmos, Inc.

On March 31, 2023, the Company entered into a Share Exchange Agreement with Continental Development Corporation, a Samoa company (“CDC”) that is controlled by Cheng Hsing HSU, our sole executive officer and director, to purchase 1,000,000 shares of common stock of Orient Express & Co., Ltd. ("OEC"), a SAMOA company, constituting all of the issued and outstanding ordinary shares of OEC, held by CDC. In consideration for such OEC shares, the Company agreed to issue to CDC two million shares of its common stock at a per share price of $0.50. Mr. HSU is the director and sole executive officer of CDC. The acquisition was consummated on April 30, 2023, and as a result, OEC became a wholly owned subsidiary of the Company.

Prior to the Share Exchange, the Company was considered as a shell company due to its nominal assets and limited operation. The transaction will be treated as a recapitalization of the Company.

Upon the Share Exchange between the Company and OEC on March 31, 2023, is a merger of entities under common control that Mr. HSU is the common director and shareholder of both the Company and OEC. Under the guidance in ASC 805 for transactions between entities under common control, the assets, liabilities and results of operations, are recognized at their carrying amounts on the date of the Share Exchange, which required retrospective combination of the Company and OEC for all periods presented.

The details of the Company’s subsidiary are described below:

Name	Place of incorporation and kind of legal entity	Principal activities and place of operation	Particulars of issued/ registered share capital	Effective interest Held
Orient Express & Co., Ltd (“OEC”)	Samoa, a limited liability company	Sales of rubber foaming machine	1,000,000 issued shares of US$1 each	100%

8

NOTE – 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying condensed consolidated financial statements and notes.

l Basis of presentation

These accompanying condensed consolidated financial statements have been prepared in U.S. Dollars in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the financial statements not misleading have been included. Operating results for the interim period ended June 30, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2023. The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis, and the financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC on March 15, 2023.

l Use of estimates and assumptions

In preparing these condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the periods reported. Actual results may differ from these estimates.

l Net loss per share

Basic loss per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the period.

l Accounts receivable

Accounts receivables are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms, generally required deposits received in advance and the remaining is due upon installation and inspection. Credit is extended based on evaluation of a customer's financial condition, the customer credit-worthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. At the end of fiscal year, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company will consider the allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For the receivables that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers.

l Revenue Recognition

The Company adopted Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”).

Under ASU 2014-09, the Company recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

9

The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

 · identify the contract with a customer;

· identify the performance obligations in the contract;

· determine the transaction price;

· allocate the transaction price to performance obligations in the contract; and

· recognize revenue as the performance obligation is satisfied.

The Company’s revenue is derived from the sales of rubber foaming machine. The Company considers customer order confirmations to be a contract with the customer. Customer confirmations are executed at the time an order is placed. Revenue is recognized when control of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied), which typically occurs at shipment date. As a result, the Company has a present and unconditional right to payment and record its accounts receivable.

For each contract, the Company considers the promise to transfer products to be the only identified performance obligation. The Company’s revenues are recognized at a point in time.

l Cash and Cash Equivalent

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

l Impairment of Long-lived Assets

In accordance with the provisions of ASC Topic 360, “Impairment or Disposal of Long-Lived Assets”, all long-lived assets such as intangible asset held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets.

l Leases

The Company adopted Topic 842, Leases (“ASC 842”). At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Leases with a term greater than one year are recognized on the balance sheet as right-of-use (“ROU”) assets, lease liabilities and long-term lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms of one year or less. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. However, certain adjustments to the right-of-use asset may be required for items such as prepaid or accrued lease payments. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rates, which are the rates incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.

In accordance with the guidance in ASC 842, components of a lease should be split into three categories: lease components (e.g. land, building, etc.), non-lease components (e.g. common area maintenance, consumables, etc.), and non-components (e.g. property taxes, insurance, etc.). Subsequently, the fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components.

10

Lease expense is recognized on a straight-line basis over the lease terms. Lease expense includes amortization of the ROU assets and accretion of the lease liabilities. Amortization of ROU assets is calculated as the periodic lease cost less accretion of the lease liability. The amortized period for ROU assets is limited to the expected lease term.

The Company has elected a practical expedient to combine the lease and non-lease components into a single lease component. The Company also elected the short-term lease measurement and recognition exemption and does not establish ROU assets or lease liabilities for operating leases with terms of 12 months or less.

l Fair Value Measurement

The Company follows the guidance of the ASC Topic 820-10, Fair Value Measurements and Disclosures ("ASC 820-10"), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

● Level 1 - Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets;

● Level 2 - Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g., the Black-Scholes Option-Pricing model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs; and

● Level 3 - Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.

The carrying value of the Company’s financial instruments: cash and cash equivalents, restricted cash, accounts receivable, loans receivable and amount due to or from a related party, approximate their fair values because of the short-term nature of these financial instruments.

Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

l Income taxes

The Company adopted the ASC 740 Income tax provisions of paragraph 740-10-25-13, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the condensed consolidated financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the condensed consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.

11

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

l Uncertain tax positions

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC 740 provisions of Section 740-10-25 for the periods ended June 30, 2023 and 2022.

l Related parties

The Company follows the ASC 850-10, Related Party for the identification of related parties and disclosure of related party transactions.

Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The condensed consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

l Commitments and contingencies

The Company follows the ASC 450-20, Commitments to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

12

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

l Recent accounting pronouncements

The FASB established the Accounting Standards Codification (“Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”).

Rules and interpretative releases of the Securities and Exchange Commission (“SEC”) issued under authority of federal securities laws are also sources of GAAP for SEC registrants.

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

NOTE – 3 GOING CONCERN UNCERTAINTIES

The accompanying condensed consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However, Management cannot provide any assurances that the Company will be successful in accomplishing any of its plans, which raises substantial doubt about the ability of the Company to continue as a going concern.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

NOTE – 4 LEASES

Operating lease right-of-use (“ROU”) asset and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU asset represents the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease.

13

As of June 30, 2023 and December 31, 2022, right-of-use assets consisted of the following:

	June 30, 2023			December 31, 2022
Operating lease:
Lease of office at cost	$	31,349		$	–
Less: accumulated amortization		(14,275	)		–
Right-of-use asset, net	$	17,074		$	–
Lease liabilities:
Current lease liabilities	$	25,829		$	–
Non-current lease liabilities		5,732			–
Total lease liabilities	$	31,561		$	–

Maturities of operating lease liabilities as of June 30, 2023 were as follows:

	Operating lease
For the period ending June 30,
2024	$	26,409
2025		5,821
2026		–
2027		–
2028		–
Thereafter		–
Total future minimum lease payments		32,230
Less: imputed interest		(669	)
Present value of operating lease liabilities	$	31,561

The Company leases various office and their lease agreements are typically contracted for the fixed periods of 2.5 to 3 years.

NOTE－5 ACCRUED LIABILITIES

	June 30, 2023		December 31, 2022
Accrued salaries	$	1,255,750	$	–
Other accrued expenses		24,500		16,000
	$	1,280,250	$	16,000

NOTE – 6 AMOUNT DUE TO A DIRECTOR AND A RELATED PARTY

The amount represented temporary advances from a related party and Company’s director, which were unsecured, interest-free and no fixed terms of repayment.

14

NOTE – 7 STOCKHOLDERS’ DEFICIT

Common Stock

The Company’s Articles of Incorporation authorize the issuance of up to 300,000,000 common shares, par value $0.001 per share, and 10,000,000 preferred shares, also $0.001 par value. There were 14,706,513 shares and 14,706,513 shares of common stock outstanding at June 30, 2023 and December 31, 2022, respectively. There were no preferred shares outstanding during any periods presented.

Common Stock to be issued

On March 31, 2023, the Company entered into a Share Exchange Agreement with Continental Development Corporation, a Samoa company (“CDC”) that is controlled by Cheng Hsing HSU, our sole executive officer and director, to purchase 1,000,000 shares of common stock of Orient Express & Co., Ltd. (“OEC”), a SAMOA company, constituting all of the issued and outstanding ordinary shares of OEC, held by CDC. In consideration for such OEC shares, the Company agreed to issue to CDC two million shares of its common stock at a per share price of $0.50.

As of June 30, 2023 and December 31, 2022, the Company had 2,000,000 and 0 shares of its common stock committed to be issued but pending to be consummated, respectively.

NOTE – 8 INCOME TAX

United States of America

On December 22, 2017, the 2019 Tax Cuts and Jobs Act (the “Tax Act”) was enacted into law including a one-time mandatory transition tax on accumulated foreign earnings and a reduction of the corporate income tax rate to 21% effective January 1, 2018, among others. We are required to recognize the effect of the tax law changes in the period of enactment, such as determining the transition tax, remeasuring our U.S. deferred tax assets and liabilities as well as reassessing the net realizability of our deferred tax assets and liabilities. The Company does not have any foreign earnings and therefore, we do not anticipate the impact of a transition tax.

The cumulative tax effect at the expected rate of 21% as of June 30, 2023 and December 31, 2022 of significant items comprising our net deferred tax amount is as follows:

	June 30, 2023			December 31, 2022
Net operating loss carryforward	$	49,595,184		$	49,520,154
Deferred tax asset		10,414,988			10,399,232
Less: valuation allowance		(10,414,988	)		(10,399,232	)
Net deferred tax asset	$	–		$	–

At June 30, 2023, the Company had net operating loss carry forwards of approximately $49,595,184 that may be offset against future taxable income. The Tax Act also changed the rules on net operating loss carry forwards. The 20-year limitation was eliminated, giving the taxpayer the ability to carry forward losses indefinitely. However, NOL carry forward arising after January 1, 2020, will now be limited to 80 percent of taxable income.

15

No tax benefit has been reported in the period ended June 30, 2023, the Company’s financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for federal income tax reporting purposes are subject to annual limitations. A change in ownership may limit net operating loss carry forwards in future years. The benefits of our deferred tax assets, including our NOLs, built-in losses and tax credits would be reduced or potentially eliminated if we experienced an “ownership change” under Section 382.

Hong Kong

OEC is subject to Hong Kong Profits Tax at the two-tiered profits tax rates from 8.25% to 16.5% on the estimated assessable profits arising in Hong Kong.

The reconciliation of income tax rate to the effective income tax rate for the six months ended June 30, 2023 and 2022 is as follows:

	Six months ended June 30
	2023			2022
Loss before income taxes	$	(120,141	)	$	–
Statutory income tax rate		16.5%			16.5%
Income tax expense at statutory rate		(19,823	)		–
Non-deductible expenses		19,823			–
Income tax expense	$	–		$	–

As of June 30, 2023, the operations in Hong Kong incurred $826,388 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards has no expiry under Hong Kong tax regime. The Company has provided for a full valuation allowance against the deferred tax assets of $136,354 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

The following table sets forth the significant components of the deferred tax assets of the Company as of June 30, 2023 and December 31, 2022:

	June 30, 2023			December 31, 2022
Deferred tax assets:
Net operating loss carryforwards
-Hong Kong	$	136,354		$	–
Less: valuation allowance		(136,354	)		–
Net deferred tax asset	$	–		$	–

NOTE – 9 RELATED PARTY TRANSACTIONS

During the three and six months ended June 30, 2023 and 2022, the Company has been provided with free office space by its shareholders. The management determined that such cost is nominal and did not recognize the rent expense in its financial statements.

For the three months ended June 30, 2023 and 2022, the Company paid the allowance of $25,000 and $0 to the director for his service.

16

For the six months ended June 30, 2023 and 2022, the Company paid the allowance of $25,000 and $0 to the director for his service.

On March 31, 2023, the Company entered into a Share Exchange Agreement with Continental Development Corporation, a Samoa company (“CDC”) that is controlled by Cheng Hsing HSU, our sole executive officer and director, to purchase 100% equity interest (equal to 1,000,000 shares of common stock) of Orient Express & Co., Ltd. (“OEC”), a SAMOA company, constituting all of the issued and outstanding ordinary shares of OEC. NLSC will issue 2 million shares of its common stock at a price of $0.5 per share to CDC, the sole shareholder of OEC. The acquisition is considered as related party transaction, whereas Mr. Cheng Hsing HSU is a sole shareholder of the Company and also currently controls OEC.

Apart from the transactions and balances detailed elsewhere in these accompanying financial statements, the Company has no other significant or material related party transactions during the periods presented.

NOTE – 10 COMMITMENTS AND CONTINGENCIES

As of June 30, 2023, the Company has no material commitments or contingencies.

NOTE – 11 SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before condensed consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after June 30, 2023, up through the date the Company issued the unaudited condensed consolidated financial statements.

17

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Namliong SkyCosmos, Inc. (“we” or the “Company”) was incorporated on February 7, 2005 under the name Gemwood Productions. On November 2, 2006, we changed our name to Kreido Biofuels, Inc. On April 19, 2022, the Company changed its name to Namliong SkyCosmos, Inc.

Our registration statement on Form SB-2, file number 333-140718, became effective on June 28, 2007.  Subsequent to the filing of our Annual Report on Form 10-K for the year ended December 31, 2008, we continued to file annual and quarterly reports with the Securities and Exchange Commission on a voluntary basis through the quarter ended September 30, 2009.  On February 16, 2009, we elected to terminate our registration and our election to file periodic reports. On March 2, 2018, we filed a registration statement on Form 10, and the registration statement became effective on May 8, 2018.

On November 10, 2017, the Company issued 142,924,167 shares of common stock to Reed Petersen, its then officer and director in consideration of cash of $21,434 paid by him to satisfy accounts payable of the Company, and in conversion of $150,075 in accounts payable which he had acquired from the owners of that debt. This transaction was exempt under section 4(2) of the Securities Act of 1933 as one not involving any public solicitation or public offering, and was also exempt under Section 4(5) as an offering solely to accredited investors not involving any public solicitation or public offering.

On June 5, 2018, the Company and its sole officer and director, G. Reed Petersen, entered into that certain Stock Purchase Agreement (the “Stock Purchase Agreement”), pursuant to which Mr. Petersen agreed to sell to certain purchasers an aggregate of 142,924,167 shares of common stock of the Company (the “Control Shares”), representing approximately 73% of the issued and outstanding stock of the Company, for aggregate cash consideration of $420,000 in accordance with the terms and conditions of the Stock Purchase Agreement. The sale of the Control Shares consummated on June 29, 2018. In connection with the sale of the Control Shares, G. Reed Petersen resigned from his positions as the sole executive officer and director of the Company, effective June 29, 2018.  Mr. Petersen’s departure was not due to any dispute or disagreement with the Company on any matter related to the Company’s operations, policies or practices.  Concurrently, the Board of Directors appointed Wai Lim Wong to fill the vacancies created by Mr. Petersen’s resignation, and to serve as the Company’s sole Director, Chief Executive Officer, Chief Financial Officer and Secretary.

On September 7, 2021, Board of Directors Board of Directors accepted the resignation of Wai Lim Wong, and appointed CHAN Kwok Wai Davy as a new member of the Board of Directors and CEO.

On December 14, 2021, the Company, nine stockholders (the “Selling Stockholders”) and six purchasers (the “Purchasers”) entered into a Stock Purchase Agreement (the “SPA”), pursuant to which the Purchasers agreed to purchase from the Selling Stockholders 13,099,243 shares of common stock of the Company, par value $0.001 (collectively, the “Shares”), constituting approximately 89% of the issued and outstanding shares of common stock of the Company, for aggregate consideration of Four Hundred Twenty Thousand Dollars ($420,000) in accordance with the terms and conditions of the SPA. The acquisition of the Shares consummated on December 20, 2021, and the Shares were ultimately purchased by the following individuals:

Selling Shareholder	No. of Common Stock	Purchaser
DOU Chu Ju	554,856	PG MAX & CO, LLC
ZHANG Chao	214,387	CHEN,HSUEH-NI
HEUNG Kin Leung Kenny	55,000	HSIAO, CHUNG-PIN
HEUNG Pak Kuen	55,000	HSIAO, CHUNG-PIN
HEUNG Teui Yee	55,000	HSIAO, YU-CHIAO
KWAN Chin Man	55,000	HSIAO, YU-CHIAO
LEUNG Wong Hung	55,000	HSU, CHENG-HSING
MAK Chit Ming Brian	55,000	HSU, CHENG-HSING
Pang King Sau Nelson	12,000,000	Orient Express & Co., Ltd.
Total	13,099,243

18

Orient Express & Co., Ltd. holds a controlling interest in the Company, and may unilaterally determine the election of the Board and other substantive matters requiring approval of the Company’s stockholders. Cheng Hsing Hsu, our new Chief Financial Officer and Director, is the director and controlling shareholder of Orient Express & Co., Ltd.

Upon the consummation of the sale, Chan Kwok Wai Davy, our sole executive officer and director, resigned from all of his positions with the Company, effective December 20, 2021. His resignation was not due to any dispute or disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Concurrently with such resignation, the following individuals were appointed to serve in the positions set forth next to their names, until the next annual meeting of stockholders of the Company and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal:

Name	Position
HSIAO, Chung Pin	Chief Executive Officer and Director
HSIAO, Yu-Chiao	Secretary and Director
HSU, Cheng Hsing	Chief Financial Officer and Director

Chung Pin HSIAO and Yu Chiao HSIAO are siblings.

Effective May 31, 2022, Chung Pin HSIAO resigned from his positions as the Chief Executive Officer and Director of Namliong SkyCosmos, Inc. (the “Company”), and Yu Chiao HSIAO resigned from her positions as the Secretary and Director of the Company. The departures of Mr. HSIAO and Ms. HSIAO were for personal reasons and not due to any disagreement with the Company on any matter related to the Company’s operations, policies or practices.

In connection with the foregoing resignations, the Board of Directors of the Company appointed Cheng Hsing HSU, our current Chief Financial Officer and Director, to serve as the Company’s Chief Executive Officer and Secretary, effective May 31, 2022.

Except as set forth in the foregoing, none of the directors or executive officers has a direct family relationship with any of the Company’s directors or executive officers, or any person nominated or chosen by the Company to become a director or executive officer. All officers and directors will serve in his or her positions without compensation. The Company hopes to enter into a compensatory arrangement with each officer in the future.

Our current business is to seek to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Our acquisition strategy is to assess a broad range of potential business combination targets and complete a business combination. In doing so, we will evaluate the historical financial statements of the target, its management, and projected future results. In evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial and other information that will be made available to us.

Results of Operations

Following is management’s discussion of the relevant items affecting results of operations for the three and six months ended June 30, 2022 and 2021.

Comparison of the three months ended June 30, 2023 and 2022

Revenues, net. The Company has not generated revenues during the three months ended June 30, 2023 and 2022.

19

General and Administrative Expenses. For the three months ended June 30, 2023, the Company had general and administrative expenses of $132,652, as compared to $17,174 for the same period ended June 30, 2022. The increase was mainly due to the addition of salaries, depreciation of right-of-use assets, legal fee, accounting and audit fee incurred by the Company.

Net Loss. For the three months ended June 30, 2023, the Company incurred a net loss of $132,329, as compared to a net loss of $17,174 for the same period ended June 30, 2022.    The increase in net loss was due to the increase in salaries, depreciation of right-of-use assets, professional fees and general and administrative fees incurred by the Company.

Comparison of the six months ended June 30, 2023 and 2022

Revenues, net. The Company has not generated revenues during the six months ended June 30, 2023 and 2022.

General and Administrative Expenses. For the six months ended June 30, 2023, the Company had general and administrative expenses of $195,494, as compared to $51,924 for the same period ended June 30, 2022. The increase was mainly due to the addition of salaries, depreciation of right-of-use assets, legal fee, accounting and audit fee incurred by the Company.

Net Loss. For the six months ended June 30, 2023, the Company incurred a net loss of $195,171, as compared to a net loss of $51,924 for the same period ended June 30, 2022.    The increase in net loss was due to the increase in in salaries, depreciation of right-of-use assets, professional fees and general and administrative fees incurred by the Company.

Liquidity and Capital Resources

As of June 30, 2023, our primary source of liquidity consisted of $23,195 in cash and cash equivalents. We hold most of our cash reserves in local checking accounts with local financial institutions. Since inception, we have financed our operations through a combination of short and long-term loans, and through the private placement of our common stock.

We have sustained significant net losses which have resulted in a total stockholders’ deficit as of June 30, 2023 of $1,415,088 and are currently experiencing a substantial shortfall in operating capital which raises doubt about our ability to continue as a going concern. We anticipate a net loss for the six months ended June 30, 2023 and with the expected cash requirements for the coming months, without additional cash inflows from an increase in revenues combined with continued cost-cutting or a receipt of cash from capital investment, there is substantial doubt as to the Company’s ability to continue operations.

There is presently no agreement in place with any source of financing for the Company and we cannot assure you that the Company will be able to raise any additional funds, or that such funds will be available on acceptable terms.  Funds raised through future equity financing will likely be substantially dilutive to current shareholders.  Lack of additional funds will materially affect the Company and its business and may cause us to cease operations.  Consequently, shareholders could incur a loss of their entire investment in the Company.

Net Cash Used in Operating Activities

For the six months ended June 30, 2023, net cash used in operating activities was $66,130, which consisted primarily of a net loss of $195,171, and offset by an increase in accrued liabilities of $128,000, depreciation of right-of-use asset of $964, non-cash expense related to lease liabilities of $77.

For the six months ended June 30, 2022, net cash used in operating activities was $45,679, which consisted primarily of a net loss of $51,924, and an increase in accrued liabilities of $6,245.

20

Net Cash Provided By Investing Activities

There was no net cash used in or provided by investing activities during the six months ended June 30, 2023 and 2022.

Net Cash Provided By Financing Activities

For the six months ended June 30, 2023, net cash provided by financing activities was $89,725, which consisted of advance from a director of $66,530 and advance from a related party $23,195.

For the six months ended June 30, 2022, net cash provided by financing activities was $45,679, from advance from a director of $45,679.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.  

Contractual Obligations

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

Critical accounting policies

l Use of estimates and assumptions

In preparing these condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the periods reported. Actual results may differ from these estimates.

l Net loss per share

Basic loss per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the period.

l Income taxes

The Company adopted the ASC 740 Income tax provisions of paragraph 740-10-25-13, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the condensed financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the condensed financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.

21

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

l Uncertain tax positions

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC 740 provisions of Section 740-10-25 for the periods ended June 30, 2023 and 2022.

l Related parties

The Company follows the ASC 850-10, Related Party for the identification of related parties and disclosure of related party transactions.

Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The condensed financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

l Commitments and contingencies

The Company follows the ASC 450-20, Commitments to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s condensed financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

22

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

l Recent accounting pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, to allow for timely decisions regarding required disclosure.

As of June 30, 2023, the end of our fiscal quarter, we carried out an evaluation, under the supervision of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, we concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report.   We do not have a formal audit committee.

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting identified in connection with the evaluation required by paragraph (d) of Securities Exchange Act Rule 13a-15 or Rule 15d-15 that occurred in the quarter ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may become involved in litigation relating to claims arising out of its operations in the normal course of business. We are not involved in any pending legal proceeding or litigation and, to the best of our knowledge, no governmental authority is contemplating any proceeding to which we area party or to which any of our properties is subject, which would reasonably be likely to have a material adverse effect on us.

Item 1A. Risk Factors

As a “smaller reporting company”, we are not required to provide the information required by this Item.

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.

Item 5. Other Information

None.

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Item 6. Exhibits

Exhibit No.	Description
3.1	Articles of Incorporation (1)
3.2	Certificate of Amendment*
3.3	Amended and Restated Bylaws (2)
4.1	Form of Common Stock Certificate (1)
4.2	Description of Securities (3)
31.1	Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive Officer and Principal Financial Officer*
32.1	Rule 1350 Certification of Principal Executive Officer and Principal Financial Officer*
101.INS	Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) (4)
101.SCH	Inline XBRL Taxonomy Extension Schema Document (4)
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document (4)
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document (4)
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document (4)
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document (4)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document) (4)

_________________ 

*	Filed herewith.
(1)	Incorporated by reference to the Exhibits to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 18, 2022.
(2)	Incorporated by reference to Exhibit 3.3 to the Annual Report on Form 10-KSB filed with the Securities and Exchange Commission on April 4, 2007 (File No. 333-130606).
(3)	Incorporated by reference to the Exhibits to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 15, 2023.
(4)	XBRL Information is furnished and not filed or a part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act is deemed not filed for purposes of Section 18 of the Exchange Act and otherwise is not subject to liability under these sections.

25

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

August 21, 2023	NAMLIONG SKYCOSMOS, INC.
	By:	/s/ Cheng Hsing HSU
		Cheng Hsing HSU
		Chief Executive Officer, Chief Financial Officer and Secretary

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EX-3.2

Exhibit 3.2

Business Entity - Filing Acknowledgement 04/20/2022 Work Order Item Number: Filing Number: Filing Type: Filing Date/Time: Filing Page(s): W2022041900363 - 2065455 20222262942 Amendment After Issuance of Stock 4/19/2022 8:33:00 AM 3 Indexed Entity Information: Entity ID: E0087172005 - 1 Entity Status: Active Entity Name: Namliong SkyCosmos, Inc. Expiration Date: None Commercial Registered Agent INCORP SERVICES, INC. 3773 HOWARD HUGHES PKWY STE 500S, Las Vegas, NV 89169 - 6014, USA BARBARA K. CEGAVSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684 - 5708 Fax (775) 684 - 7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486 - 2880 Fax (702) 486 - 2888 The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future. Respectfully, BARBARA K. CEGAVSKE Secretary of State Page 1 of 1 Commercial Recording Division 202 N. Carson Street

 

Business Entity - Filing Acknowledgement 04/20/2022 Work Order Item Number: Filing Number: Filing Type: Filing Date/Time: Filing Page(s): W2022041900363 - 2065455 20222262942 Amendment After Issuance of Stock 4/19/2022 8:33:00 AM 3 Indexed Entity Information: Entity ID: E0087172005 - 1 Entity Status: Active Entity Name: Namliong SkyCosmos, Inc. Expiration Date: None Commercial Registered Agent INCORP SERVICES, INC. 3773 HOWARD HUGHES PKWY STE 500S, Las Vegas, NV 89169 - 6014, USA BARBARA K. CEGAVSKE Secretary of State KIMBERLEY PERONDI Deputy Secretary for Commercial Recordings STATE OF NEVADA OFFICE OF THE SECRETARY OF STATE Commercial Recordings Division 202 N. Carson Street Carson City, NV 89701 Telephone (775) 684 - 5708 Fax (775) 684 - 7138 North Las Vegas City Hall 2250 Las Vegas Blvd North, Suite 400 North Las Vegas, NV 89030 Telephone (702) 486 - 2880 Fax (702) 486 - 2888 The attached document(s) were filed with the Nevada Secretary of State, Commercial Recording Division. The filing date and time have been affixed to each document, indicating the date and time of filing. A filing number is also affixed and can be used to reference this document in the future. Respectfully, BARBARA K. CEGAVSKE Secretary of State Page 1 of 1 Commercial Recording Division 202 N. Carson Street

Filed in the Office of Secretary of State State Of Nevada Business Number E0087172005 - 1 Filing Number 20222262942 Filed On 4/19/2022 8:33:00 AM Number of Pages 3

BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City , Nevada 89701 - 4201 (775) 684 - 5708 Website: www .nvsos.gov 4 T 5 C c 6 ( Profit Corporation: Certificate of Amendment ( Pu Rs u ANT TO NRs 78 . 380 & 78 . 38sn 8 . 39o ) Certificate to Accompany Restated Articles or Amended and Restated Articles (Pu Rs u ANT TO NRs 78.4 03) Officer's Statement PuRsuANr TO NRs 80 .0 30 . Effective Date and ime: (Optional) Date: Time: (must not be later than 90 days after the certificate i s filed) . Information Being hanged: (Domestic orporat i ons only) Changes to takes the follow i ng effect: The entity name has been amended . r - , The registered agent has been changed . (attach Certificate of Acceptance from new registered agent) The purpose of the ent i ty has been amended . L....J The authorized shares have been amended. The directors , managers or general partners have been amended . ,......, IRS tax language has been added. Articles have been added . Articles have been deleted . Other . The articles have been amended as follows : (provide article numbers , if available) A new article 11 has been added. Please see attachment. (attach add it iona l page(s) i f necessary) . Signature: Required) [ctl ief Executive Officer Signature of Off ic er or1utho ized Signer Title Signature of Officer or Author i zed Signer Title *I f any proposed amendment would alter or change any preference or any relative or other right given to any class or ser i es of outstand i ng shares , then the amendment must be approved by the vote , i n add i tion to the affirmative vote otherw i se required , of the holders of shares representing a majority of the vot i ng power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof . Please include any required or optional information in space below: (attach additiona l page(s) if necessary) This form must be accompanied by appropriate fees . Page 2 of 2 Rev i sed : 1 / 1/2019

Filed in the Office of Secretary of State State Of Nevada Business Number E0087172005 - 1 Filing Number 20222262942 Filed On 4/19/2022 8:33:00 AM Number of Pages 3

ST A TE OF NEV ADA CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED ARTICLES OF INCORPORATION Kreido Biofuels , Inc . (the " Corporation") , a corporation organized and exi s ting under and by virtue of the Nevada Revised Statutes of the State of Nevada , does hereby certify : FIRST : That the Amended and Restated Articles of Incorporation of the Corporation is hereby amended by amending and restating Article I to read as follows : The name of the Corporation is Namliong SkyCosmos, Inc . SECOND : That the Amended and Restated Articles of Incorporation of the Corporation 1 s hereby amended b y adding a new Article Eleventh which shall read as follows : ELEVENTH : This corpora tion hereby expressly elects not to be governed by : (i) NRS Sections 78 . 41 I to 78 . 444 , inclusive of the Nevada Revised Statutes relating to combinations with interested stockholders and any and all successor statutes ; and (ii) NRS Sections 78 . 378 to 78 . 3792 , inclusive , of the Nevada Revised Statutes, restricting the ability of control shareholders to v ote their share s under certain circumstances and any and all successor statutes . FOURTH : The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power , or such greater proportion of the voting power as required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is 85 . 4 % . IN WITNESS WHEREOF , said corporation has caused this certificate to be signed this _!!_th day of April , 2022 . By: l s / Chung Pin HSIAO Chung Pin HSIAO Chief Executive Officer

EX-31.1

Exhibit 31.1

Certification of Principal Executive Officer and Principal Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Cheng Hsing HSU, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2023, of NAMLIONG SKYCOSMOS, INC.; 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: 

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared; 

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; 

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and 

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; 

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): 

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and 

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. 

Date:  August 21, 2023

By: /s/ Cheng Hsing HSU

Cheng Hsing HSU

Principal Executive Officer and Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification of Principal Executive Officer and Principal Financial Officer

Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Cheng Hsing HSU, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the quarterly report on Form 10-Q for the quarter ended June 30, 2023, of NAMLIONG SKYCOSMOS, INC. fully complies with the requirements of Section 13(a) or 15(d) of  the Securities Exchange Act of 1934 and that information contained in such Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of NAMLIONG SKYCOSMOS, INC.

Date: August 21, 2023

By: /s/ Cheng Hsing HSU

Cheng Hsing HSU

Chief Executive Officer and Chief Financial Officer

XML

Cover - shares	6 Months Ended
	Jun. 30, 2023	Aug. 08, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	000-55909
Entity Registrant Name	NAMLIONG SKYCOSMOS, INC.
Entity Central Index Key	0001342219
Entity Tax Identification Number	20-3240178
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	No. 357
Entity Address, Address Line Two	Ren’ai Street
Entity Address, Address Line Three	Yongkang District
Entity Address, City or Town	Tainan City
Entity Address, Country	TW
Entity Address, Postal Zip Code	71072
City Area Code	886
Local Phone Number	2542372
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	true
Entity Common Stock, Shares Outstanding		14,706,513

XML

Unaudited Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Non-current asset:
Right-of-use asset	$ 17,074	$ 0
Current asset:
Cash	23,195	0
TOTAL ASSETS	40,269	0
Current liabilities:
Accrued liabilities	1,280,250	16,000
Lease liabilities	25,829	0
Amount due to a related party	23,195	0
Amount due to a director	120,351	53,821
Total current liabilities	1,449,625	69,821
Non-current liability:
Lease liabilities	5,732	0
TOTAL LIABILITIES	1,455,357	69,821
Commitments and contingencies
STOCKHOLDERS’ DEFICIT
Preferred stock, 10,000,000 shares authorized, $0.001 par value, 0 shares issued and outstanding as of June 30, 2023 and December 31, 2022	0	0
Common stock, 300,000,000 shares authorized, $0.001 par value, 14,706,513 and 14,706,513 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively	14,706	14,706
Common stock to be issued, $0.001 par value, 2,000,000 and 0 shares as of June 30, 2023 and December 31, 2022, respectively	2,000
Additional paid-in capital	48,283,531	49,435,627
Accumulated deficit	(49,715,325)	(49,520,154)
Stockholders’ deficit	(1,415,088)	(69,821)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$ 40,269

XML

Unaudited Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Dec. 31, 2023	Jun. 30, 2023
Statement of Financial Position [Abstract]
Preferred Stock, Shares Authorized		10,000,000
Preferred Stock, Par or Stated Value Per Share		$ 0.001
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Shares Authorized		300,000,000
Common Stock, Par or Stated Value Per Share		$ 0.001
Common Stock, Shares, Outstanding		14,706,513
Common Stock, Shares, Issued		14,706,513
Common stock to be issued, shares		2,000,000

XML

Unaudited Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Revenue, net	$ 0	$ 0	$ 0	$ 0
Operating expenses:
General and administrative expenses	(132,652)	(17,174)	(195,494)	(51,924)
Total operating expenses	(132,652)	(17,174)	(195,494)	(51,924)
LOSS FROM OPERATION	(132,652)	(17,174)	(195,494)	(51,924)
Other income (expense):
Interest expense	(77)	0	(77)	0
Foreign exchange gain	400	0	400	0
Total other income	323	0	323	0
LOSS BEFORE INCOME TAXES	(132,329)	(17,174)	(195,171)	(51,924)
Income tax expense	0	0	0	0
NET LOSS	$ (132,329)	$ (17,174)	$ (195,171)	$ (51,924)

XML

Unaudited Condensed Consolidated Statements of Operations (Parenthetical) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Earnings Per Share, Basic	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
Earnings Per Share, Diluted	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
Weighted Average Number of Shares Outstanding, Basic	14,706,513	14,706,513	14,706,513	14,706,513
Weighted Average Number of Shares Outstanding, Diluted	14,706,513	14,706,513	14,706,513	14,706,513

XML

Unaudited Condensed Consolidated Statements of Changes in Stockholders' Deficit - USD ($)	Common Stock [Member]	Common Stock To Be Issued [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2021	$ 14,706		$ 49,435,627	$ (49,451,088)	$ (755)
Shares, Outstanding, Beginning Balance at Dec. 31, 2021	14,706,513
Net loss for the period				(34,750)	(34,750)
Ending balance, value at Mar. 31, 2022	$ 14,706		49,435,627	(49,485,838)	(35,505)
Shares, Outstanding, Ending Balance at Mar. 31, 2022	14,706,513
Beginning balance, value at Dec. 31, 2021	$ 14,706		49,435,627	(49,451,088)	(755)
Shares, Outstanding, Beginning Balance at Dec. 31, 2021	14,706,513
Net loss for the period					(51,924)
Ending balance, value at Jun. 30, 2022	$ 14,706		49,435,627	(49,503,012)	(52,679)
Shares, Outstanding, Ending Balance at Jun. 30, 2022	14,706,513
Beginning balance, value at Mar. 31, 2022	$ 14,706		49,435,627	(49,485,838)	(35,505)
Shares, Outstanding, Beginning Balance at Mar. 31, 2022	14,706,513
Net loss for the period				(17,174)	(17,174)
Ending balance, value at Jun. 30, 2022	$ 14,706		49,435,627	(49,503,012)	(52,679)
Shares, Outstanding, Ending Balance at Jun. 30, 2022	14,706,513
Beginning balance, value at Dec. 31, 2022	$ 14,706		49,435,627	(49,520,154)	(69,821)
Shares, Outstanding, Beginning Balance at Dec. 31, 2022	14,706,513
Net loss for the period				(62,842)	(62,842)
Ending balance, value at Mar. 31, 2023	$ 14,706		49,435,627	(49,582,996)	(132,663)
Shares, Outstanding, Ending Balance at Mar. 31, 2023	14,706,513
Beginning balance, value at Dec. 31, 2022	$ 14,706		49,435,627	(49,520,154)	(69,821)
Shares, Outstanding, Beginning Balance at Dec. 31, 2022	14,706,513
Net loss for the period					(195,171)
Ending balance, value at Jun. 30, 2023	$ 14,706	2,000	48,283,531	(49,715,325)	(1,415,088)
Shares, Outstanding, Ending Balance at Jun. 30, 2023	14,706,513
Beginning balance, value at Mar. 31, 2023	$ 14,706		49,435,627	(49,582,996)	(132,663)
Shares, Outstanding, Beginning Balance at Mar. 31, 2023	14,706,513
Net loss for the period				(132,329)	(132,329)
Acquisition of a subsidiary		$ 2,000	(1,152,096)		(1,150,096)
Stock Issued During Period, Shares, Acquisitions		2,000,000
Ending balance, value at Jun. 30, 2023	$ 14,706	$ 2,000	$ 48,283,531	$ (49,715,325)	$ (1,415,088)
Shares, Outstanding, Ending Balance at Jun. 30, 2023	14,706,513

XML

Unaudited Condensed Statements of Cash Flows - USD ($)	3 Months Ended		4 Months Ended		6 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Apr. 30, 2023	Apr. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities:
Net loss	$ (62,842)	$ (34,750)	$ (195,171)	$ (51,924)	$ (195,171)	$ (51,924)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of right-of-use assets			964	0
Non-cash lease expense			77	0
Change in operating assets and liabilities:
Accrued liabilities			128,000	6,245
Net cash used in operating activities			(66,130)	(45,679)
Cash flows from financing activities:
Advance from a director			66,530	45,679
Advance from a related party			23,195	0
Net cash provided by financing activities			89,725	45,679
Effect on exchange rate change on cash and cash equivalents			(400)	0
Net change in cash and cash equivalents			23,195	0
BEGINNING OF PERIOD	$ 0	$ 0	0	0	$ 0	$ 0
END OF PERIOD			23,195	0
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for income taxes			0	0
Cash paid for interest			$ 0	$ 0

XML

DESCRIPTION OF BUSINESS AND ORGANIZATION

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

DESCRIPTION OF BUSINESS AND ORGANIZATION

NOTE – 1 DESCRIPTION OF BUSINESS AND ORGANIZATION

Namliong Skycosmos, Inc. (the “Company” or “KRBF”) was incorporated as Gemwood Productions, Inc. under the laws of the State of Nevada on February 7, 2005. Gemwood Productions, Inc. changed its name to Kreido Biofuels, Inc. on November 2, 2006. The Company took its current form on January 12, 2007 when Kreido Laboratories, Inc. (“Kreido Labs”), completed a reverse triangular merger with Kreido Biofuels, Inc. On April 19, 2022, the Company changed its current name to Namliong SkyCosmos, Inc.

On March 31, 2023, the Company entered into a Share Exchange Agreement with Continental Development Corporation, a Samoa company (“CDC”) that is controlled by Cheng Hsing HSU, our sole executive officer and director, to purchase 1,000,000 shares of common stock of Orient Express & Co., Ltd. ("OEC"), a SAMOA company, constituting all of the issued and outstanding ordinary shares of OEC, held by CDC. In consideration for such OEC shares, the Company agreed to issue to CDC two million shares of its common stock at a per share price of $0.50. Mr. HSU is the director and sole executive officer of CDC. The acquisition was consummated on April 30, 2023, and as a result, OEC became a wholly owned subsidiary of the Company.

Prior to the Share Exchange, the Company was considered as a shell company due to its nominal assets and limited operation. The transaction will be treated as a recapitalization of the Company.

Upon the Share Exchange between the Company and OEC on March 31, 2023, is a merger of entities under common control that Mr. HSU is the common director and shareholder of both the Company and OEC. Under the guidance in ASC 805 for transactions between entities under common control, the assets, liabilities and results of operations, are recognized at their carrying amounts on the date of the Share Exchange, which required retrospective combination of the Company and OEC for all periods presented.

The details of the Company’s subsidiary are described below:

Name	Place of incorporation and kind of legal entity	Principal activities and place of operation	Particulars of issued/ registered share capital	Effective interest Held
Orient Express & Co., Ltd (“OEC”)	Samoa, a limited liability company	Sales of rubber foaming machine	1,000,000 issued shares of US$1 each	100%

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE – 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying condensed consolidated financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying condensed consolidated financial statements and notes.

l Basis of presentation

These accompanying condensed consolidated financial statements have been prepared in U.S. Dollars in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the financial statements not misleading have been included. Operating results for the interim period ended June 30, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2023. The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis, and the financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC on March 15, 2023.

l Use of estimates and assumptions

In preparing these condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the periods reported. Actual results may differ from these estimates.

l Net loss per share

Basic loss per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the period.

l Accounts receivable

Accounts receivables are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms, generally required deposits received in advance and the remaining is due upon installation and inspection. Credit is extended based on evaluation of a customer's financial condition, the customer credit-worthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. At the end of fiscal year, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company will consider the allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For the receivables that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers.

l Revenue Recognition

The Company adopted Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”).

Under ASU 2014-09, the Company recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

 · identify the contract with a customer;

· identify the performance obligations in the contract;

· determine the transaction price;

· allocate the transaction price to performance obligations in the contract; and

· recognize revenue as the performance obligation is satisfied.

The Company’s revenue is derived from the sales of rubber foaming machine. The Company considers customer order confirmations to be a contract with the customer. Customer confirmations are executed at the time an order is placed. Revenue is recognized when control of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied), which typically occurs at shipment date. As a result, the Company has a present and unconditional right to payment and record its accounts receivable.

For each contract, the Company considers the promise to transfer products to be the only identified performance obligation. The Company’s revenues are recognized at a point in time.

l Cash and Cash Equivalent

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

l Impairment of Long-lived Assets

In accordance with the provisions of ASC Topic 360, “Impairment or Disposal of Long-Lived Assets”, all long-lived assets such as intangible asset held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets.

l Leases

The Company adopted Topic 842, Leases (“ASC 842”). At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Leases with a term greater than one year are recognized on the balance sheet as right-of-use (“ROU”) assets, lease liabilities and long-term lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms of one year or less. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. However, certain adjustments to the right-of-use asset may be required for items such as prepaid or accrued lease payments. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rates, which are the rates incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.

In accordance with the guidance in ASC 842, components of a lease should be split into three categories: lease components (e.g. land, building, etc.), non-lease components (e.g. common area maintenance, consumables, etc.), and non-components (e.g. property taxes, insurance, etc.). Subsequently, the fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components.

Lease expense is recognized on a straight-line basis over the lease terms. Lease expense includes amortization of the ROU assets and accretion of the lease liabilities. Amortization of ROU assets is calculated as the periodic lease cost less accretion of the lease liability. The amortized period for ROU assets is limited to the expected lease term.

The Company has elected a practical expedient to combine the lease and non-lease components into a single lease component. The Company also elected the short-term lease measurement and recognition exemption and does not establish ROU assets or lease liabilities for operating leases with terms of 12 months or less.

l Fair Value Measurement

The Company follows the guidance of the ASC Topic 820-10, Fair Value Measurements and Disclosures ("ASC 820-10"), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

● Level 1 - Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets;

● Level 2 - Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g., the Black-Scholes Option-Pricing model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs; and

● Level 3 - Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.

The carrying value of the Company’s financial instruments: cash and cash equivalents, restricted cash, accounts receivable, loans receivable and amount due to or from a related party, approximate their fair values because of the short-term nature of these financial instruments.

Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

l Income taxes

The Company adopted the ASC 740 Income tax provisions of paragraph 740-10-25-13, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the condensed consolidated financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the condensed consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

l Uncertain tax positions

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC 740 provisions of Section 740-10-25 for the periods ended June 30, 2023 and 2022.

l Related parties

The Company follows the ASC 850-10, Related Party for the identification of related parties and disclosure of related party transactions.

Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The condensed consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

l Commitments and contingencies

The Company follows the ASC 450-20, Commitments to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

l Recent accounting pronouncements

The FASB established the Accounting Standards Codification (“Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”).

Rules and interpretative releases of the Securities and Exchange Commission (“SEC”) issued under authority of federal securities laws are also sources of GAAP for SEC registrants.

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

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GOING CONCERN UNCERTAINTIES

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

GOING CONCERN UNCERTAINTIES

NOTE – 3 GOING CONCERN UNCERTAINTIES

The accompanying condensed consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management's plan is to obtain such resources for the Company by obtaining capital from management sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However, Management cannot provide any assurances that the Company will be successful in accomplishing any of its plans, which raises substantial doubt about the ability of the Company to continue as a going concern.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

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LEASES

6 Months Ended

Jun. 30, 2023

Leases

LEASES

NOTE – 4 LEASES

Operating lease right-of-use (“ROU”) asset and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU asset represents the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease.

As of June 30, 2023 and December 31, 2022, right-of-use assets consisted of the following:

	June 30, 2023			December 31, 2022
Operating lease:
Lease of office at cost	$	31,349		$	–
Less: accumulated amortization		(14,275	)		–
Right-of-use asset, net	$	17,074		$	–
Lease liabilities:
Current lease liabilities	$	25,829		$	–
Non-current lease liabilities		5,732			–
Total lease liabilities	$	31,561		$	–

Maturities of operating lease liabilities as of June 30, 2023 were as follows:

	Operating lease
For the period ending June 30,
2024	$	26,409
2025		5,821
2026		–
2027		–
2028		–
Thereafter		–
Total future minimum lease payments		32,230
Less: imputed interest		(669	)
Present value of operating lease liabilities	$	31,561

The Company leases various office and their lease agreements are typically contracted for the fixed periods of 2.5 to 3 years.

NOTE－5 ACCRUED LIABILITIES

	June 30, 2023		December 31, 2022
Accrued salaries	$	1,255,750	$	–
Other accrued expenses		24,500		16,000
	$	1,280,250	$	16,000

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AMOUNT DUE TO A DIRECTOR AND A RELATED PARTY

6 Months Ended

Jun. 30, 2023

Amount Due To Director And Related Party

AMOUNT DUE TO A DIRECTOR AND A RELATED PARTY

NOTE – 6 AMOUNT DUE TO A DIRECTOR AND A RELATED PARTY

The amount represented temporary advances from a related party and Company’s director, which were unsecured, interest-free and no fixed terms of repayment.

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STOCKHOLDERS’ DEFICIT

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

STOCKHOLDERS’ DEFICIT

NOTE – 7 STOCKHOLDERS’ DEFICIT

Common Stock

The Company’s Articles of Incorporation authorize the issuance of up to 300,000,000 common shares, par value $0.001 per share, and 10,000,000 preferred shares, also $0.001 par value. There were 14,706,513 shares and 14,706,513 shares of common stock outstanding at June 30, 2023 and December 31, 2022, respectively. There were no preferred shares outstanding during any periods presented.

Common Stock to be issued

On March 31, 2023, the Company entered into a Share Exchange Agreement with Continental Development Corporation, a Samoa company (“CDC”) that is controlled by Cheng Hsing HSU, our sole executive officer and director, to purchase 1,000,000 shares of common stock of Orient Express & Co., Ltd. (“OEC”), a SAMOA company, constituting all of the issued and outstanding ordinary shares of OEC, held by CDC. In consideration for such OEC shares, the Company agreed to issue to CDC two million shares of its common stock at a per share price of $0.50.

As of June 30, 2023 and December 31, 2022, the Company had 2,000,000 and 0 shares of its common stock committed to be issued but pending to be consummated, respectively.

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INCOME TAX

6 Months Ended

Jun. 30, 2023

Income Tax Disclosure [Abstract]

INCOME TAX

NOTE – 8 INCOME TAX

United States of America

On December 22, 2017, the 2019 Tax Cuts and Jobs Act (the “Tax Act”) was enacted into law including a one-time mandatory transition tax on accumulated foreign earnings and a reduction of the corporate income tax rate to 21% effective January 1, 2018, among others. We are required to recognize the effect of the tax law changes in the period of enactment, such as determining the transition tax, remeasuring our U.S. deferred tax assets and liabilities as well as reassessing the net realizability of our deferred tax assets and liabilities. The Company does not have any foreign earnings and therefore, we do not anticipate the impact of a transition tax.

The cumulative tax effect at the expected rate of 21% as of June 30, 2023 and December 31, 2022 of significant items comprising our net deferred tax amount is as follows:

	June 30, 2023			December 31, 2022
Net operating loss carryforward	$	49,595,184		$	49,520,154
Deferred tax asset		10,414,988			10,399,232
Less: valuation allowance		(10,414,988	)		(10,399,232	)
Net deferred tax asset	$	–		$	–

At June 30, 2023, the Company had net operating loss carry forwards of approximately $49,595,184 that may be offset against future taxable income. The Tax Act also changed the rules on net operating loss carry forwards. The 20-year limitation was eliminated, giving the taxpayer the ability to carry forward losses indefinitely. However, NOL carry forward arising after January 1, 2020, will now be limited to 80 percent of taxable income.

No tax benefit has been reported in the period ended June 30, 2023, the Company’s financial statements since the potential tax benefit is offset by a valuation allowance of the same amount. Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for federal income tax reporting purposes are subject to annual limitations. A change in ownership may limit net operating loss carry forwards in future years. The benefits of our deferred tax assets, including our NOLs, built-in losses and tax credits would be reduced or potentially eliminated if we experienced an “ownership change” under Section 382.

Hong Kong

OEC is subject to Hong Kong Profits Tax at the two-tiered profits tax rates from 8.25% to 16.5% on the estimated assessable profits arising in Hong Kong.

The reconciliation of income tax rate to the effective income tax rate for the six months ended June 30, 2023 and 2022 is as follows:

	Six months ended June 30
	2023			2022
Loss before income taxes	$	(120,141	)	$	–
Statutory income tax rate		16.5%			16.5%
Income tax expense at statutory rate		(19,823	)		–
Non-deductible expenses		19,823			–
Income tax expense	$	–		$	–

As of June 30, 2023, the operations in Hong Kong incurred $826,388 of cumulative net operating losses which can be carried forward to offset future taxable income. The net operating loss carryforwards has no expiry under Hong Kong tax regime. The Company has provided for a full valuation allowance against the deferred tax assets of $136,354 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

The following table sets forth the significant components of the deferred tax assets of the Company as of June 30, 2023 and December 31, 2022:

	June 30, 2023			December 31, 2022
Deferred tax assets:
Net operating loss carryforwards
-Hong Kong	$	136,354		$	–
Less: valuation allowance		(136,354	)		–
Net deferred tax asset	$	–		$	–

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RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2023

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

NOTE – 9 RELATED PARTY TRANSACTIONS

During the three and six months ended June 30, 2023 and 2022, the Company has been provided with free office space by its shareholders. The management determined that such cost is nominal and did not recognize the rent expense in its financial statements.

For the three months ended June 30, 2023 and 2022, the Company paid the allowance of $25,000 and $0 to the director for his service.

For the six months ended June 30, 2023 and 2022, the Company paid the allowance of $25,000 and $0 to the director for his service.

On March 31, 2023, the Company entered into a Share Exchange Agreement with Continental Development Corporation, a Samoa company (“CDC”) that is controlled by Cheng Hsing HSU, our sole executive officer and director, to purchase 100% equity interest (equal to 1,000,000 shares of common stock) of Orient Express & Co., Ltd. (“OEC”), a SAMOA company, constituting all of the issued and outstanding ordinary shares of OEC. NLSC will issue 2 million shares of its common stock at a price of $0.5 per share to CDC, the sole shareholder of OEC. The acquisition is considered as related party transaction, whereas Mr. Cheng Hsing HSU is a sole shareholder of the Company and also currently controls OEC.

Apart from the transactions and balances detailed elsewhere in these accompanying financial statements, the Company has no other significant or material related party transactions during the periods presented.

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COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE – 10 COMMITMENTS AND CONTINGENCIES

As of June 30, 2023, the Company has no material commitments or contingencies.

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SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2023

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE – 11 SUBSEQUENT EVENTS

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before condensed consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after June 30, 2023, up through the date the Company issued the unaudited condensed consolidated financial statements.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Basis of presentation

l Basis of presentation

These accompanying condensed consolidated financial statements have been prepared in U.S. Dollars in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the financial statements not misleading have been included. Operating results for the interim period ended June 30, 2023 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2023. The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis, and the financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC on March 15, 2023.

Use of estimates and assumptions

l Use of estimates and assumptions

In preparing these condensed consolidated financial statements, management makes estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheet and revenues and expenses during the periods reported. Actual results may differ from these estimates.

Net loss per share

l Net loss per share

Basic loss per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the period.

Accounts receivable

l Accounts receivable

Accounts receivables are recorded at the invoiced amount and do not bear interest, which are due within contractual payment terms, generally required deposits received in advance and the remaining is due upon installation and inspection. Credit is extended based on evaluation of a customer's financial condition, the customer credit-worthiness and their payment history. Accounts receivable outstanding longer than the contractual payment terms are considered past due. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. At the end of fiscal year, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables. The Company will consider the allowance for doubtful accounts for any estimated losses resulting from the inability of its customers to make required payments. For the receivables that are past due or not being paid according to payment terms, the appropriate actions are taken to exhaust all means of collection, including seeking legal resolution in a court of law. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers.

Revenue Recognition

l Revenue Recognition

The Company adopted Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”).

Under ASU 2014-09, the Company recognizes revenue when control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

 · identify the contract with a customer;

· identify the performance obligations in the contract;

· determine the transaction price;

· allocate the transaction price to performance obligations in the contract; and

· recognize revenue as the performance obligation is satisfied.

The Company’s revenue is derived from the sales of rubber foaming machine. The Company considers customer order confirmations to be a contract with the customer. Customer confirmations are executed at the time an order is placed. Revenue is recognized when control of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied), which typically occurs at shipment date. As a result, the Company has a present and unconditional right to payment and record its accounts receivable.

For each contract, the Company considers the promise to transfer products to be the only identified performance obligation. The Company’s revenues are recognized at a point in time.

Cash and Cash Equivalent

l Cash and Cash Equivalent

Cash and cash equivalents are carried at cost and represent cash on hand, demand deposits placed with banks or other financial institutions and all highly liquid investments with an original maturity of three months or less as of the purchase date of such investments.

Impairment of Long-lived Assets

l Impairment of Long-lived Assets

In accordance with the provisions of ASC Topic 360, “Impairment or Disposal of Long-Lived Assets”, all long-lived assets such as intangible asset held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of an asset to its estimated future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets.

Leases

l Leases

The Company adopted Topic 842, Leases (“ASC 842”). At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Leases with a term greater than one year are recognized on the balance sheet as right-of-use (“ROU”) assets, lease liabilities and long-term lease liabilities. The Company has elected not to recognize on the balance sheet leases with terms of one year or less. Operating lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected remaining lease term. However, certain adjustments to the right-of-use asset may be required for items such as prepaid or accrued lease payments. The interest rate implicit in lease contracts is typically not readily determinable. As a result, the Company utilizes its incremental borrowing rates, which are the rates incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.

In accordance with the guidance in ASC 842, components of a lease should be split into three categories: lease components (e.g. land, building, etc.), non-lease components (e.g. common area maintenance, consumables, etc.), and non-components (e.g. property taxes, insurance, etc.). Subsequently, the fixed and in-substance fixed contract consideration (including any related to non-components) must be allocated based on the respective relative fair values to the lease components and non-lease components.

Lease expense is recognized on a straight-line basis over the lease terms. Lease expense includes amortization of the ROU assets and accretion of the lease liabilities. Amortization of ROU assets is calculated as the periodic lease cost less accretion of the lease liability. The amortized period for ROU assets is limited to the expected lease term.

The Company has elected a practical expedient to combine the lease and non-lease components into a single lease component. The Company also elected the short-term lease measurement and recognition exemption and does not establish ROU assets or lease liabilities for operating leases with terms of 12 months or less.

Fair Value Measurement

l Fair Value Measurement

The Company follows the guidance of the ASC Topic 820-10, Fair Value Measurements and Disclosures ("ASC 820-10"), with respect to financial assets and liabilities that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring fair value as follows:

● Level 1 - Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets;

● Level 2 - Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g., the Black-Scholes Option-Pricing model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs; and

● Level 3 - Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.

The carrying value of the Company’s financial instruments: cash and cash equivalents, restricted cash, accounts receivable, loans receivable and amount due to or from a related party, approximate their fair values because of the short-term nature of these financial instruments.

Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Income taxes

l Income taxes

The Company adopted the ASC 740 Income tax provisions of paragraph 740-10-25-13, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the condensed consolidated financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the condensed consolidated financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

Uncertain tax positions

l Uncertain tax positions

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC 740 provisions of Section 740-10-25 for the periods ended June 30, 2023 and 2022.

Related parties

l Related parties

The Company follows the ASC 850-10, Related Party for the identification of related parties and disclosure of related party transactions.

Pursuant to section 850-10-20 the related parties include a) affiliates of the Company; b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of section 825–10–15, to be accounted for by the equity method by the investing entity; c) trusts for the benefit of employees, such as pension and Income-sharing trusts that are managed by or under the trusteeship of management; d) principal owners of the Company; e) management of the Company; f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The condensed consolidated financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a) the nature of the relationship(s) involved; b) a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c) the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Commitments and contingencies

l Commitments and contingencies

The Company follows the ASC 450-20, Commitments to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s condensed consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

Recent accounting pronouncements

l Recent accounting pronouncements

The FASB established the Accounting Standards Codification (“Codification” or “ASC”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”).

Rules and interpretative releases of the Securities and Exchange Commission (“SEC”) issued under authority of federal securities laws are also sources of GAAP for SEC registrants.

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.

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DESCRIPTION OF BUSINESS AND ORGANIZATION (Tables)

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of subsidiary information

Name	Place of incorporation and kind of legal entity	Principal activities and place of operation	Particulars of issued/ registered share capital	Effective interest Held
Orient Express & Co., Ltd (“OEC”)	Samoa, a limited liability company	Sales of rubber foaming machine	1,000,000 issued shares of US$1 each	100%

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LEASES (Tables)

6 Months Ended

Jun. 30, 2023

Leases

Right of use assets

	June 30, 2023			December 31, 2022
Operating lease:
Lease of office at cost	$	31,349		$	–
Less: accumulated amortization		(14,275	)		–
Right-of-use asset, net	$	17,074		$	–
Lease liabilities:
Current lease liabilities	$	25,829		$	–
Non-current lease liabilities		5,732			–
Total lease liabilities	$	31,561		$	–

Schedule of lease maturity

	Operating lease
For the period ending June 30,
2024	$	26,409
2025		5,821
2026		–
2027		–
2028		–
Thereafter		–
Total future minimum lease payments		32,230
Less: imputed interest		(669	)
Present value of operating lease liabilities	$	31,561

Schedule of accrued liabilities

	June 30, 2023		December 31, 2022
Accrued salaries	$	1,255,750	$	–
Other accrued expenses		24,500		16,000
	$	1,280,250	$	16,000

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INCOME TAX (Tables)

6 Months Ended

Jun. 30, 2023

Income Tax Disclosure [Abstract]

Schedule of deferred tax asset

	June 30, 2023			December 31, 2022
Net operating loss carryforward	$	49,595,184		$	49,520,154
Deferred tax asset		10,414,988			10,399,232
Less: valuation allowance		(10,414,988	)		(10,399,232	)
Net deferred tax asset	$	–		$	–

Reconciliation of income tax expense

	Six months ended June 30
	2023			2022
Loss before income taxes	$	(120,141	)	$	–
Statutory income tax rate		16.5%			16.5%
Income tax expense at statutory rate		(19,823	)		–
Non-deductible expenses		19,823			–
Income tax expense	$	–		$	–

Deferred tax assets - Hong Kong

	June 30, 2023			December 31, 2022
Deferred tax assets:
Net operating loss carryforwards
-Hong Kong	$	136,354		$	–
Less: valuation allowance		(136,354	)		–
Net deferred tax asset	$	–		$	–

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ORGANIZATION (Details - Subsidiary information)	6 Months Ended
	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Name of subsidiary	Orient Express & Co., Ltd
Place of Incorporation	Samoa, a limited liability company
Principal activities	Sales of rubber foaming machine
Registered share description	1,000,000 issued shares of US$1 each
Effective interest held	100%

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LEASES (Details - Right of use asset) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Leases
Lease of office at cost	$ 31,349	$ 0
Less: accumulated amortization	(14,275)	0
Right-of-use asset, net	17,074	0
Current lease liabilities	25,829	0
Non-current lease liabilities	5,732	0
Total lease liabilities	$ 31,561	$ 0

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LEASES (Details - Lease maturity) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Leases
2024	$ 26,409
2025	5,821
2026	0
2027	0
2028	0
Thereafter	0
Total future minimum lease payments	32,230
Less: imputed interest	(669)
Present value of operating lease liabilities	$ 31,561	$ 0

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ACCRUED LIABILITIES (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Leases
Accrued salaries	$ 1,255,750
Other accrued expenses	24,500	16,000
Total accrued liabilities	$ 1,280,250	$ 16,000

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STOCKHOLDERS’ DEFICIT (Details Narrative) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Equity [Abstract]
Common Stock, Shares Authorized	300,000,000	300,000,000
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	10,000,000	10,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares, Outstanding	14,706,513	14,706,513
Common Stock, Shares, Issued	14,706,513	14,706,513
[custom:CommonStockToBeIssuedShares-0]	2,000,000	0

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INCOME TAX (Details - Deferred tax asset) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Net operating loss carryforward	$ 49,595,184	$ 49,520,154
Deferred tax asset	10,414,988	10,399,232
Less: valuation allowance	(10,414,988)	(10,399,232)
Net deferred tax asset	$ 0	$ 0

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INCOME TAXES (Details - Income tax expense) - USD ($)	3 Months Ended				4 Months Ended		6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Apr. 30, 2023	Apr. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Operating Loss Carryforwards [Line Items]
NET LOSS	$ (132,329)	$ (62,842)	$ (17,174)	$ (34,750)	$ (195,171)	$ (51,924)	$ (195,171)	$ (51,924)
Income Tax Expense (Benefit)	$ 0		$ 0				0	0
HONG KONG
Operating Loss Carryforwards [Line Items]
NET LOSS							$ (120,141)	$ 0
Effective Income Tax Rate Reconciliation, Percent							16.50%	16.50%
Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount							$ (19,823)	$ 0
Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount							19,823	0
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Amount							19,823	0
Income Tax Expense (Benefit)							$ 0	$ 0

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INCOME TAXES (Details - Deferred taxes, Hong Kong) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Less: valuation allowance	$ (10,414,988)	$ (10,399,232)
Net deferred tax asset	0	0
HONG KONG
-Hong Kong	136,354	0
Less: valuation allowance	(136,354)
Net deferred tax asset	$ 0	$ 0

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INCOME TAX (Details Narrative)	Jun. 30, 2023 USD ($)
Operating Loss Carryforwards	$ 49,595,184
HONG KONG
Operating Loss Carryforwards	$ 826,388

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RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Related Party Transactions [Abstract]
Noninterest Expense Directors Fees	$ 25,000	$ 0	$ 25,000	$ 0