GENERAL

The Company was initially incorporated as Kendrex Systems, Inc in Nevada. on February 23, 1987. Kendrex Systems, Inc. changed to HLHKWorld Group, Inc. on November 18, 1996. HLHK World Group, Inc. changed to Trimfast Group, Inc. in Nevada on September 4, 1998. On December 21, 1998, the Company completed a 1 for 10 reverse stock split. In 2001 the Company filed for protection under Chapter 7 of the United States Bankruptcy Code and ceased all activities. On October 21, 2002, the Company completed a 1 for 200reverse stock split. During the period 2002 thru 2006, the Company was known as TrimFast Group, Inc. On November 9, 2004, the Company completed a 1 for 9 reverse stock split. On November 21, 2006, in conjunction with a one for 30 share reverse split of it's common stock, the Company changed its' name to EDollars, Inc. On September 18, 2007 the Company changed its' name to Forex, Inc. and completed a one for 20 reverse stock split. On March 26, 2008, the Company changed its' name to Petrogulf, Inc. On April23, 2012, the Company acquired 100% of Neeksom, Inc., a Nevada Corporation. On November 26, 2013 the Company changed its name to Novagant, Inc. During 2014, the Company exited its business products business and returned the Neeksom, Inc. subsidiary to its prior owners. The Company previously elected to pursue selling financial products. Trimfast Group, Inc. changed to Edollars, Inc. in Nevada on November, 2006. Edollars, Inc. changed to Forex, Inc. in June, 2007. Forex, Inc. changed to Petrogulf Corp. on March26, 2008. Petrogulf Inc. changed to Novagant, Inc. on November 26, 2013. On January 1, 2014, the Company changed its symbol from PTRF to NVGT. In 2015, the Company ceased operations and reporting. On December 9, 2019, in Case No. A-19-804454-B, Eight Judicial DistrictCourt, Clark County, Nevada, GrassRoots Advisory, LLC ("GrassRoots") was granted custodianship of the Company. On January 8, 2020, GrassRoots sold the controlling interest in the Company to Alexander M. Woods-Leo. GrassRoots agreed to assist Alexander M. Woods-Leo in acquiring control block of a custodian PubCo OTC: NVGT (Novagant Corp). Doug DiSanti Agrees to give 500,000 Preferred B. Shares to Alexander M Woods-Leo in exchange for the amount of $15,000 which was paid. The Preferred B shares will be Non-convertible and equal to 1,000 common votes per 1 Preferred share. A total of 500,000,000 common votes will be given to Alexander M. Woods-Leo. GrassRoots sold the controlling interest in the Company to Alexander M. Woods-Leo.

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

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





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Business Overview

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





Novagant Corp.   100%   > Ever Full Logistics Limited



                      Directors


 operation clerk    account clerk    10 freelance sales representatives



CRITICAL ACCOUNTING POLICIES, JUDGMENTS AND ESTIMATES

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

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





Revenue recognition


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

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

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

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Accounts receivable

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

RESULTS OF OPERATIONS AND FINANCIAL CONDITION





Business Acquired


On September 21, 2021, the Company entered into a Share Exchange Agreement (the "Exchange Agreement") with Ever Full Logistics Limited ("EFLL") and WeiQun Chen ("Chen"), the sole shareholder of EFLL. Upon the closing of the share exchange transaction contemplated under the Exchange Agreement, Chen transferred all of his share capital in EFLL to the Company, thus causing EFLL to become a direct wholly-owned subsidiary of the Company. The Company now operates all of its business through EFLL. EFLL is engaged in provision of logistic services.

Results Of Operations During The Three Months Ended June 30, 2022 Compared to the Three Months Ended June 30, 2021





Revenue


During the three months ended June 30, 2022, we have revenue of $57,885 compare to $25,141 during the three months ended June 30, 2021, increased of $32,744 or 130% due to increase in demand for services.





Operating Expenses


During the three months ended June 30, 2022, we have operating expenses of $13,795, compare to $11,802 during the three months ended June 30, 2021, increased of $1,993 or 17%. The increase is mainly due to increase in telecommunication and IT expenses of $946, medical expenses of $435 and professional fee of $641.





Net Profit (Loss)


During the three months ended June 30, 2022, we incurred a net profit of $3,303, compare to a net loss of $5,337 during the three months ended June 30, 2021, increased of $8,640. The increase is mainly due to increase in revenue.

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Results Of Operations During The Three months ended June 30, 2022 Compared to the Three months ended June 30, 2021





Revenue


For the three months ended June 30, 2022 and 2021, our total revenue amounted to $57,885 and $25,141. The increase was because of more orders in transportation. The following table sets out the breakdown of our revenue by the type of logistics service during the three months ended June 30, 2022 and 2021:





                                Three months ended June      Three months ended June
                                       30, 2022                     30, 2021

                                   USD           %               USD           %
Transportation - Air Freight         16,208           28            2,358           9

Transportation - Ocean Freight       41,677           72           22,783          91

                                     57,885          100           25,141         100



We provide logistics services for Hong Kong customers and arrange the goods to be sent out from Hong Kong, Korea, Taiwan to Intra-Asia region, Europe and The US. During the three months ended June 30, 2022, our air freight revenue in transportation has increased to $16,208 comparing from $2,358 for the three months ended June 30, 2021. The increases in revenue were mainly due to more demand for Air Freight services from our customers. In addition, during the three months ended June 30, 2022, our ocean freight revenue in transportation has increased to $41,677 comparing from $22,783 for the three months ended June 30, 2021. The increases in revenue were due to the EFLL's local customers has more demand for the logistics services.





Air Freight


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

Ocean Freight

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

For Full Container Load service, it is more or less the same as LCL, the only different procedure is that we will arrange the container directly to the customers' warehouse for the upload of the goods. We need not measure the CBM as the customers pay the fee of using the whole container.





Cost of services


Our direct cost of services was mainly in the air/ocean freight service provision, it has increased from $18,632 for the three months ended June 30, 2021 to $40,784 for the three months ended June 30, 2022. The increase was in line with the increase in revenue.

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Expenses

For the three months ended June 30, 2022, the Company incurred $13,798 of operating expenses which consisted of general and administrative expenses of $13,795 and finance costs of $3. For the three months ended June 30, 2021, we incurred operating expenses in the amount of $11,846 which consisted of general and administrative expenses of $11,802 and finance costs of $44. The increase is due to the increase in activity. Novagant, the public entity, had no operations from April 2022 through June 30, 2022. All business activity occurred within EFLL, which was acquired on September 21, 2021.





Net Profit (Loss)


For the three months ended June 30, 2022 we had a net profit of $3,303. We had net loss of $5,337 for the three months ended June 30, 2021. The increase in profit is due to the increase in revenue during the period.





Liquidity


As of June 30, 2022, we had $46,257 in deposits, accounts receivable and cash and cash equivalents, and current liabilities of $268,364. As of June 30, 2021, we had $51,056 in deposits, accounts receivables and cash and cash equivalents, and current liabilities of $277,673.

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

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

Off-Balance Sheet Arrangements

As of June 30, 2022 and March 31, 2022, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act of 1934.

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





Critical Accounting Policies


Our significant accounting policies are described in the notes to our financial statements for the three months ended June 30, 2022 and 2021, and are included elsewhere in our registration statement.





GOING CONCERN


The accompanying financial statements have been prepared assuming that the Group will continue as a going concern. As shown in the accompanying financial statements, we have a net deficit of $219,618 as of June 30, 2022, which raise substantial doubt about the Group's ability to continue as a going concern.

Management believes the Group will improve the operation and generated positive cash inflows from operating activities for the foreseeable future. Management plans to seek additional debt and/or equity financing for the Group but cannot assure that such financing will be available on acceptable terms. The Group's continuation as a going concern is dependent upon its ability to ultimately attain profitable operations, generate sufficient cash flow to meet its obligations, and obtain additional financing as may be required.

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

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