New Momentum Corp. 10-K

ITEM 8. FINANCIAL STATEMENTS Eason Education Kingdom Holdings, Inc. TABLE OF CONTENTS Report of Independent Registered Public Accounting Firm–Centurion ZD CPA Limited F-1 Balance Sheets-December 31, 2019 and 2018 F-2 Statements of Operations for the years ended December 31, 2019 and 2018 F-3 Statements of Stockholders’ Equity for the years ended December 31, 2019 and 2018 F-4 Statements of Cash Flows for the years ended December 31, 2019 and 2018 F-5 Notes to Financial Statements F-6 21 Table of Contents 中正達 會計師事務 Centurion ZD CPA & Co. Certified Public Accountants (Practising) Unit 1304, 13/F, Two Harbourfront, 22 Tak Fung Street, Hunghom, Hong Kong. 香港 紅磡 德豐街22號 海濱廣場二期 13樓1304室 Tel 電話: (852) 2126 2388 Fax 傳真: (852) 2122 9078 Email 電郵: info@czdcpa.com R EPO RT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To: the Board of Directors and Stockholders of Eason Education Kingdom Holdings, Inc. Opinion on the Financial Statements We have audited the accompanying balance sheets of Eason Education Kingdom Holdings, Inc. ("the Company") as of December 31, 2019 and 2018, and the related statements of operations, change in stockholders' equity and cash flows for each of the years in the two-year period ended December 31, 2019, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of Eason Education Kingdom Holdings, Inc. as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has a significant accumulated deficits and negative working capital. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatements of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. /s/ Centurion ZD CPA & Co. Centurion ZD CPA & Co. We have served as the Company’s auditor since 2015. Hong Kong, China March 23, 2020 F-1 Table of Contents EASON EDUCATION KINGDOM HOLDINGS, INC. BALANCE SHEETS DECEMBER 31, 2019 AND 2018 December 31, December 31, 2019 2018 ASSETS CURRENT ASSETS: Cash $ - $ - Escrow accounts hold by attorney 29,404 86,528 Prepaid expenses - - Total Current Assets 29,404 86,528 TOTAL ASSETS $ 29,404 $ 86,528 LIABILITIES AND STOCKHOLDERS’ DEFICIT CURRENT LIABILITIES: Accounts payable $ - $ - Accounts payable - Related party - - Accrued interest - - Accrued interest - Related parties - - Accrued liabilities 19,700 29,000 Amount due to shareholder - - Notes payable - - Notes payable - Related parties - - Total Current Liabilities 19,700 29,000 STOCKHOLDERS’ EQUITY: Preferred stock, Class A Preferred Stock; $0.001 par value 175,000,000 shares authorized; no shares issued and outstanding - - Common stock, $0.001 par value; 500,000,000 shares authorized; 2019: 310,868,500 (2018: 310,868,500) shares issued and outstanding 310,869 310,869 Additional paid-in capital 413,349 413,349 Accumulated deficit (714,514 ) (666,690 ) Total Stockholders’ Equity 9,704 57,528 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 29,404 $ 86,528 The accompanying notes are an integral part of the financial statements. F-2 Table of Contents EASON EDUCATION KINGDOM HOLDINGS, INC. STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018 Year Ended Year Ended December 31, December 31, 2019 2018 Revenues $ - $ - Gross Revenues - - Operating Expenses General and administrative expenses 47,824 60,786 Total Operating Expenses 47,824 60,786 Loss from Operations (47,824 ) (60,786 ) Other Income (Expense) Gain on release of liabilities - - Interest (expense) - - Interest (expense) - Related Parties - - Total Other Income/(Expense) - - Profit/(loss) before Income Taxes (47,824 ) (60,786 ) Provision for Income Taxes - - Net Profits/(Loss) $ (47,824 ) $ (60,786 ) Earnings (Loss) per Share Basic and Diluted $ (0.0002 ) $ (0.0002 ) Weighted Average Shares Outstanding Basic and Diluted 310,868,500 310,868,500 The accompanying notes are an integral part of the financial statements. F-3 Table of Contents EASON EDUCATION KINGDOM HOLDINGS, INC. STATEMENTS OF STOCKHOLDERS’ DEFICIT FOR THE YEAR ENDED DECEMBER 31, 2019 AND 2018 Capital Stock Paid-in Additional Accumulated Accumulated Shares Amount Capital Deficits Net Deficit BALANCE, December 31, 2014 10,368,500 $ 10,369 $ 110,533 $ (660,677 ) $ (539,775 ) Shares issued 300,500,000 300,500 - - 300,500 Debt settlement on ownership change - - 302,816 - 302,816 Net loss for the year ended December 31, 2015 - - - 167,575 167,575 BALANCE, December 31, 2015 310,868,500 $ 310,869 $ 413,349 $ (493,102 ) $ 231,116 Net loss for the year ended December 31, 2016 - - - (52,664 ) (52,664 ) BALANCE, December 31, 2016 310,868,500 $ 310,869 $ 413,349 $ (545,766 ) $ 178,452 Net Loss for the year ended December 31, 2017 - - - (60,138 ) (60,138 ) BALANCE, December 31, 2017 310,868,500 $ 310,869 $ 413,349 $ (605,904 ) $ 118,314 Net Loss for the year ended December 31, 2018 - - - (60,786 ) (60,786 ) BALANCE, December 31, 2018 310,868,500 $ 310,869 $ 413,349 $ (666,690 ) $ 57,528 Net Loss for the year ended December 31, 2019 - - - (47,824 ) (47,824 ) BALANCE, December 31, 2019 310,868,500 $ 310,869 $ 413,349 $ (714,514 ) $ 9,704 The accompanying notes are an integral part of these financial statements. F-4 Table of Contents EASON EDUCATION KINGDOM HOLDINGS, INC. STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2019 AND 2018 2019 2018 (Unaudited) (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net profits (loss) from operations $ (47,824 ) $ (60,786 ) Changes in assets and liabilities: Decrease in prepaid expenses - 12,000 Increase(Decrease) in accrued liabilities (9,300 ) 4,000 Decrease in accounts payable - - Decrease in accrued expenses - - Decrease in escrow account hold by attorney 57,124 44,786 Net cash (used in) operating activities - - CASH FLOWS FROM FINANCING ACTIVITIES: Procced from debt settlement - - Escrow accounts hold by director - - Amount due to shareholder - - Decrease in notes payable - - Decrease in notes payable-related parties - - Proceed from common stock issuance - - Net cash provided by financing activities - - Net increase/(decrease) in cash - - CASH AT BEGINNING OF THE YEAR - - CASH AT END OF THE YEAR $ - $ - SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for income taxes $ - $ - Cash paid for interest expense $ - $ - The accompanying notes are an integral part of the financial statements. F-5 Table of Contents EASON EDUCATION KINGDOM HOLDINGS, INC. NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2019 AND 2018 NOTE 1 – ORGANIZATION, HISTORY AND BUSINESS ACTIVITY Eason Education Kingdom Holdings, Inc. (formerly known as Han Logistics, Inc.) (the “Company”) was incorporated under the law of the State of Nevada on July 1, 1999. The Company organized to engage in the business of namely the development, marketing and delivering of logistical analysis, problem solving and other logistics services and general business services. The Company is currently seeking any business opportunities. On February 12, 2015, Michael Vardakis, the then major shareholder, entered into a Stock Purchase Agreement with Kin Hon Chu (“New Majority Shareholder”) wherein Mr. Vardakis sold 8,813,225 shares of the Company’s common stock, representing approximately 85% of all issued and outstanding shares to Mr. Chu. NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies of Eason Education Kingdom Holdings, Inc. is presented to assist in understanding the Company’s financial statements. The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) and have been consistently applied in the preparation of the financial statements. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company currently has cash held in a trust account held by the Company’s legal counsel. Fair Value of Financial Instruments Effective January 1, 2008, the Company adopted FASB ASC 820, Fair Value Measurements, which provides a framework for measuring fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The standard also expands disclosures about instruments measured at fair value and establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value: Level 1 – Quoted prices for identical assets and liabilities in active markets; Level 2 – Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The Company designates cash equivalents as Level 1. The total amount of the Company’s investment classified as Level 3 is de minimis. The fair value of the Company’s debt as of December 31, 2019 and 2018 approximated fair value at those times. Fair value of financial instruments: The carrying amounts of financial instruments, including cash, accounts payable, and accrued expenses approximated fair value as of December 31, 2019 and 2018 because of the relative short term nature of these instruments. F-6 Table of Contents Revenue Recognition The Company recognizes revenue, in accordance with ASC 605, Revenue Recognition, which codified the Securities and Exchange Commission Staff Accounting Bulletin (SAB) number 104, which states that revenue is generally recognized when it is realized and earned. Specifically, the Company recognizes revenue when services are performed and projects are completed and accepted by the customer. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Management makes these estimates using the best information available at the time the estimates are made; however actual results could differ materially from those estimates. Income Taxes The Company accounts for income taxes under an asset and liability approach. This process involves calculating the temporary and permanent differences between the carrying amounts of the assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The temporary differences result in deferred tax assets and liabilities, which would be recorded on the Company’s balance sheets in accordance with ASC 740, Income Taxes, which established financial accounting and reporting standards for the effect of income taxes. The Company must assess the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent the Company believes that recovery is not likely, the Company must establish a valuation allowance. Changes in the Company’s valuation allowance in a period are recorded through the income tax provision on the statements of operations. The Company records interest and penalties arising from the underpayment of income taxes in the statement of income under general and administrative expenses. As of December 31, 2019 and 2018, the Company had no accrued interest or penalties related to uncertain tax positions. The company also did not have any uncertain tax benefits during these years. The tax years 2019, 2018 and 2017 remain open to examination. Earnings (Loss) per Share The Company is required to provide basic and dilutive earnings (loss) per common share information. The basic net loss per common share is computed by dividing the net loss applicable to common stockholders by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss applicable to common stockholders, adjusted on an “as if converted” basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the year ended December 31, 2019 and 2018, potential dilutive securities had an anti-dilutive effect and were not included in the calculation of diluted net loss per common share. Recent Accounting Pronouncements ASU No. 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, provides financial statement preparers with an option to reclassify stranded tax effects within AOCI to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act (or portion thereof) is recorded. The ASU requires financial statement preparers to disclose: • A description of the accounting policy for releasing income tax effects from AOCI; • Whether they elect to reclassify the stranded income tax effects from the Tax Cuts and Jobs Act; and • Information about the other income tax effects that are reclassified. The amendments affect any organization that is required to apply the provisions of Topic 220, Income Statement—Reporting Comprehensive Income, and has items of other comprehensive income for which the related tax effects are presented in other comprehensive income as required by GAAP. The amendments are effective for all organizations for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. Organizations should apply the proposed amendments either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. F-7 Table of Contents The FASB has issued Accounting Standards Update (ASU) No. 2018-05, Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118. ASU 2018-05 amends certain SEC material in Topic 740 for the income tax accounting implications of the recently issued Tax Cuts and Jobs Act (Act). ASU 2018-05 adds the following guidance, among other things, to the FASB Accounting Standards Codification™ regarding the Act: • Question 1: If the accounting for certain income tax effects of the Act is not completed by the time a company issues its financial statements that include the reporting period in which the Act was enacted, what amounts should a company include in its financial statements for those income tax effects for which the accounting under Topic 740 is incomplete? • Answer 1: In a company’s financial statements that include the reporting period in which the Act was enacted, a company must first reflect the income tax effects of the Act in which the accounting under Topic 740 is complete. These completed amounts would not be provisional amounts. The company would then also report provisional amounts for those specific income tax effects of the Act for which the accounting under Topic 740 will be incomplete but a reasonable estimate can be determined. For any specific income tax effects of the Act for which a reasonable estimate cannot be determined, the company would not report provisional amounts and would continue to apply Topic 740 based on the provisions of the tax laws that were in effect immediately prior to the Act being enacted. For those income tax effects for which a company was not able to determine a reasonable estimate (such that no related provisional amount was reported for the reporting period in which the Act was enacted), the company would report provisional amounts in the first reporting period in which a reasonable estimate can be determined. • Question 2: If an entity accounts for certain income tax effects of the Act under a measurement period approach, what disclosures should be provided? • Answer 2: The staff believes an entity should include financial statement disclosures to provide information about the material financial reporting impacts of the Act for which the accounting under Topic 740 is incomplete, including: a. Qualitative disclosures of the income tax effects of the Act for which the accounting is incomplete; b. Disclosures of items reported as provisional amounts; c. Disclosures of existing current or deferred tax amounts for which the income tax effects of the Act have not been completed; d. The reason why the initial accounting is incomplete; e. The additional information that is needed to be obtained, prepared, or analyzed in order to complete the accounting requirements under Topic 740; f. The nature and amount of any measurement period adjustments recognized during the reporting period; g. The effect of measurement period adjustments on the effective tax rate; and h. When the accounting for the income tax effects of the Act has been completed. ASU 2018-05 is effective upon inclusion in the FASB Codification. The FASB has issued Accounting Standards Update (ASU) No. 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities, that reduces the cost and complexity of financial reporting associated with consolidation of variable interest entities (VIEs). A VIE is an organization in which consolidation is not based on a majority of voting rights. The new guidance supersedes the private company alternative for common control leasing arrangements issued in 2014 and expands it to all qualifying common control arrangements. Under the new standard, a private company could make an accounting policy election to not apply VIE guidance to legal entities under common control (including common control leasing arrangements) when certain criteria are met. This accounting policy election must be applied by a private company to all current and future legal entities under common control that meet the criteria for applying the alternative. A private company will be required to continue to apply other consolidation guidance, specifically the voting interest entity guidance. Additionally, a private company electing the alternative is required to provide detailed disclosures about its involvement with, and exposure to, the legal entity under common control. The ASU also amends the guidance for determining whether a decision-making fee is a variable interest. The amendments require organizations to consider indirect interests held through related parties under common control on a proportional basis rather than as the equivalent of a direct interest in its entirety (as currently required in GAAP). Therefore, these amendments likely will result in more decision makers not consolidating VIEs. F-8 Table of Contents For organizations other than private companies, the amendments in this ASU are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The amendments in this ASU are effective for a private company for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. Early adoption is permitted.” We do not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the financial position, statements of operations and cash flows. NOTE 3 – GOING CONCERN The Company’s financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company incurred a net loss of $47,824 (from operations) for the year ended December 31, 2019 and an accumulated deficit of $714,514. It also sustained operating losses in prior years as well. These factors raise substantial doubt as to its ability to remain a going concern and obtain debt and/or equity financing and achieve profitable operations. Management intends to raise additional operating funds through equity and/or debt offerings. However, there can be no assurance management will be successful in its endeavors. Ultimately, the Company will need to achieve profitable operations in order to continue as a going concern. There are no assurances that Eason Education Kingdom Holdings, Inc. will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support its working capital requirements. To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to the Company. If adequate working capital is not available, the Company may be required to curtail its operations. NOTE 4 – INCOME TAXES Deferred taxes are provided on an asset and liability approach whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. 2019: Balance Rate Tax Federal loss carryforward $ 673,918 21 % $ 141,523 Valuation allowance (141,523 ) Deferred tax asset $ - 2018: Balance Rate Tax Federal loss carryforward $ 626,094 21 % $ 131,480 Valuation allowance (131,480 ) Deferred tax asset $ - A reconciliation between expected and actual tax liability is presented below. 2019 2018 Expected (Benefit) – Federal rate 21% $ (10,043 ) $ (12,765 ) Effect of: Valuation allowance 10,043 12,765 Total Actual Provision $ - $ - As of December 31, 2019, the Company has provided tax losses of $673,918 (December 31, 2018: $626,094). Deferred tax asset is not provided for as the tax losses may not be able to carry forward after a change in substantial ownership of the Company in February 2015. F-9 Table of Contents NOTE 5 – COMMON STOCK As of December 31, 2019 and 2018, the Company authorized two classes of stock; 500,000,000 shares of common stock at par value of $0.001 and 175,000,000 Class A preferred stock at par value of $0.001., There are 310,868,500 common shares issued and outstanding as of December 31, 2019 and 2018. None of the Class A preferred stock is issued. During October 2015, the Company issued 300,500,000 share of common stock for a consideration of $300,500 in cash. NOTE 6 – RELATED PARTY TRANSACTIONS The Company currently utilizes office space on a rent-free basis from a director and shareholder, and shall do so until substantial revenue-producing operations commence. Management deemed the rent-free space to be of no nominal value. As of December 31, 2019 and 2018, total notes payable to the related parties and accrued interests amounted to $0 and $0 in the aggregate. As of December 31, 2019 and 2018, there were no outstanding balance due from or due to the shareholders. NOTE 7 – NOTE PAYABLE As of December 31, 2019 and 2018, there were no notes payable and no interests incurred or accrued related to notes payable. NOTE 8 – RELEASE OF LIABILITIES On February 12, 2015, Michael Vardakis (“Then Majority Shareholder”) entered into a Stock Purchase Agreement with Kin Hon Chu (“New Majority Shareholder”) wherein Mr. Vardakis sold 8,813,225 shares of the Company’s common stock, representing approximately 85% of all issued and outstanding shares to Mr. Chu. Mr. Chu paid $4,406.61 to Michael Vardakis for this control block of shares and also directly paid off all of the existing liabilities of the Company. Accordingly, certain liabilities of $236,959 were released by the creditors as a result of the change. NOTE 9 – SUBSEQUENT EVENTS The Company has evaluated the period after the balance sheet date up through the date that the financial statements were issued, and determined that there were no subsequent events or transactions that required recognition or disclosure in the financial statements. F-10 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE None.