New Momentum Corp. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures As of the end of the fiscal year ended December 31, 2019, we carried out an evaluation, under the supervision and with the participation of members of our management, including our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(b) of the Exchange Act. Our CEO and our CFO have concluded, based on their evaluation, that as of December 31, 2019, our disclosure controls and procedures were not effective at the end of the fiscal year to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit with the SEC under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to our management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. Management’s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Internal control over financial reporting is a process, including policies and procedures, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. Our management assessed our internal control over financial reporting based on the 2013 version of the Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the results of this assessment, our management concluded that our internal control over financial reporting was not effective as of December 31, 2019 based on such criteria. Deficiencies existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses. The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (i) lack of a majority of independent members and a lack of a majority of outside directors on our Board, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; and (ii) inadequate segregation of duties consistent with control objectives. Management believes that the lack of a majority of outside directors on our Board results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met under all potential conditions, regardless of how remote, and may not prevent or detect all errors and all fraud. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Terra Tech have been prevented or detected. Our internal control over financial reporting is designed 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. Auditor’s Report on Internal Control over Financial Reporting This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this Annual Report. Changes in Internal Controls over Financial Reporting In connection with our continued monitoring and maintenance of our controls procedures as part of the implementation of Section 404 of the Sarbanes-Oxley Act, we continue to review, test, and improve the effectiveness of our internal controls. There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter and since the year ended December 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION None. 22 Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Our executive officer’s and director’s and their respective age’s as of December 31, 2019 are as follows: Name Age Positions Chu Kin Hon 32 Director Law Wai Fan 33 Chief Executive Officer Cheng Kin Ning 35 Chief Financial Officer Marie Huen Lai Chun 33 Chief Operating Officer Chu Kin Hon, age 32 Director Chu Kin Hon has served as a director of the Company since February 13, 2015. He received his Bachelor of Arts degree in Marketing and Management from the University of Hull. Since 2012, he has been the General Manager of Foshan Eason Investment Management Company Limited, a company that specializes in financial services, property investment, and education services. From 2010 to 2012, he was the General Manager of Wharton Success Investment Management Company Limited. From 2008 to 2010, he was an Account Manager at Emperor Financial Services Group. From 2005 to 2007, he was a freelance Analyst for an investment company. Mr. Chu’s background in marketing and management led to our conclusion that he should serve as a director in light of our business and structure. Law Wai Fan, age 33 Chief Executive Officer Law Wai Fan has served as the Chief Executive Officer of the Company since February 13, 2015. She received her Master of Social Sciences degree in Social Work from Hong Kong Baptist University in 2011. Prior to that, in 2009, she received her Bachelor of Social Sciences degree in Counseling and Psychology, with honors. She is a Registered Counselor with the Asian Professional Counseling Association, is a Practitioner of Projective Drawing Art in Assessment with the Unleashing Mind Professional Counseling Academy, and is a Registered Social Worker. Since 2012, she has been a Social Worker and Case Worker at the Christian Family Services Centre’s Centre for Adolescent Mental Health Prevention and Intervention. From 2011 to 2012, she was a Social Worker at New Life Psychiatric Rehabilitation Association’s Chuk Yuen Halfway House. From 2009 to 2011 she was a Counselor at Wesley College. Ms. Law’s background in social sciences led to our conclusion that he should serve as a director in light of our business and structure. Cheng Kin Ning, age 3 5 Chief Financial Officer Cheng Kin Ning has served as the Chief Financial Officer of the Company since February 13, 2015. He received his Bachelor of Arts degree in Accounting from the University of South Australia. He is a member of the Hong Kong Institute of Accredited Accounting Technicians, the Association of Chartered Certified Accountants, the Hong Kong Securities and Investment Institute and LCCI. Since 2013, he has served as the head of the accounting department at Eason Property Investment Limited. Prior to that time, from 2011 to 2013, he was a financial officer at East Group Limited. Marie Huen Lai Chun, age 33 Chief Operating Officer Marie Huen Lai Chun has served as the Chief Operating Officer of the Company since February 13, 2015. Since 2013, she has been the Event and PR Manager at the Alchemist CafeBistro Ltd. From 2012 to 2013, she was a Project Consultant and Owner of Thus Productions and was a freelance fashion stylist. From 2010 to 2012, she was a Fashion Executive with the Hong Kong Trade Development Council. From 2009 to 2010, she was the Store Manager of Cotton On Hong Kong. TERM OF OFFICE All directors hold office until the next annual meeting of the stockholders of the Company and until their successors have been duly elected and qualified. The Company’s Bylaws provide that the Board of Directors will consist of no less than three members. Officers are elected by and serve at the discretion of the Board of Directors. 23 Table of Contents DIRECTOR INDEPENDENCE Our board of directors is currently composed of one member, who does not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of his family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management. CERTAIN LEGAL PROCEEDINGS No director, nominee for director, or executive officer of the Company has appeared as a party in any legal proceeding material to an evaluation of his ability or integrity during the past ten years. SIGNIFICANT EMPLOYEES AND CONSULTANTS As of December 31, 2019, the Company has no significant employees. AUDIT COMMITTEE AND CONFLICTS OF INTEREST Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. The Board of Directors has not established an audit committee and does not have an audit committee financial expert, nor has the Board of Directors established a nominating committee. The Board is of the opinion that such committees are not necessary since the Company is an early exploration stage company and has only two directors, and to date, such directors have been performing the functions of such committees. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions. There are no family relationships among our directors or officers. Other than as described above, we are not aware of any other conflicts of interest with any of our executive officers or directors. STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS We have not implemented a formal policy or procedure by which our stockholders can communicate directly with our Board of Directors. Nevertheless, every effort has been made to ensure that the views of stockholders are heard by the Board of Directors or individual directors, as applicable, and that appropriate responses are provided to stockholders in a timely manner. We believe that we are responsive to stockholder communications, and therefore have not considered it necessary to adopt a formal process for stockholder communications with our Board. During the upcoming year, our Board will continue to monitor whether it would be appropriate to adopt such a process. CODE OF ETHICS The Company has not adopted a code of ethics that applies to its principal executive officers, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Company has not adopted a code of ethics because it has only commenced operations. EMPLOYMENT AGREEMENTS We have no employment agreements with our officers, directors or any other person. INDEMNIFICATION AGREEMENTS We have no employment agreements with our officers, directors or any other person. FAMILY RELATIONSHIPS No family relationships exist between our officers and directors or any person who is an affiliate of the Company. 24 Table of Contents ITEM 11. EXECUTIVE COMPENSATION The following tables set forth certain information about compensation paid, earned or accrued for services by our President and all other executive officers (collectively, the “Named Executive Officers”) in the fiscal years ended December 31, 2019 and 2018: SUMMARY COMPENSATION TABLE The table below summarizes all compensation awarded to, earned by, or paid to our Officers for all services rendered in all capacities to us for the fiscal periods indicated. Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Nonqualified Deferred Compensation ($) All Other Compensation ($) Total ($) Law Wai 2019 0 0 0 0 0 0 0 0 Fan (1) 2018 0 0 0 0 0 0 0 0 Cheng Kin 2019 0 0 0 0 0 0 0 0 Ning (2) 2018 0 0 0 0 0 0 0 0 Marie Huen 2019 0 0 0 0 0 0 0 0 Lai Chun (3) 2018 0 0 0 0 0 0 0 0 ___________ (1) Appointed Chief Executive Officer on February 13, 2015. (2) Appointed Chief Financial Officer on February 13, 2015. (3) Appointed Chief Operating Officer on February 13, 2015. Option Exercises and Fiscal Year-End Option Value Table. There were no stock options exercised by the named executive officers as of the end of the fiscal period ended December 31, 2019. Long-Term Incentive Plans and Awards There were no awards made to a named executive officer, under any long-term incentive plan, as of the end of the fiscal period ended December 31, 2019. We currently do not pay any compensation to our directors serving on our board of directors. STOCK OPTION GRANTS The following table sets forth stock option grants and compensation or the fiscal year ended December 31, 2019: Option Awards Stock Awards Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) Law Wai Fan (1) -0- -0- -0- $ -0- N/A -0- -0- -0- -0- Cheng Kin Ning (2) -0- -0- -0- $ -0- N/A -0- -0- -0- -0- Marie Huen Lai Chun (3) -0- -0- -0- $ -0- N/A -0- -0- -0- -0- Chu Kin Hon (4) -0- -0- -0- $ -0- N/A -0- -0- -0- -0- ___________ (1) Appointed Chief Executive Officer on February 13, 2015. (2) Appointed Chief Financial Officer on February 13, 2015. (3) Appointed Chief Operating Officer on February 13, 2015. (4) Appointed a director on February 13, 2015. 25 Table of Contents DIRECTOR COMPENSATION The following table sets forth director compensation or the fiscal year ended December 31, 2019: Name Fees Earned or Paid in Cash($) Stock Awards($) Option Awards($) Non-Equity Incentive Plan Compensation($) Nonqualified Deferred Compensation Earnings($) All Other Compensation($) Total($) Chu Kin Hon (1) -0- -0- -0- -0- -0- -0- -0- _____________ (1) Appointed a director on February 13, 2015. We currently do not pay any compensation to our directors for serving on our board of directors. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table lists, as of December 31, 2019, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power. The percentages below are calculated based on 310,868,500 shares of our common stock issued and outstanding as of December 31, 2019. We do not have any outstanding warrant, options or other securities exercisable for or convertible into shares of our common stock. Title of Class Name and Address of Beneficial Owner (2) Amount and Nature of Beneficial Ownership Percent of Common Stock(1) Common Stock Chu Kin Hon (3) 208,813,213 67.1 % Common Stock Xue Qi He 25,000,000 8.0 % Common Stock Jie Hua Rong 25,000,000 8.0 % Common Stock Zhi Yong Tan 25,000,000 8.0 % Common Stock Jia Ye Xuan 25,000,000 8.0 % Common Stock Law Wai Fan (4) * * Common Stock Cheng Kin Ning (5) * * Common Stock Marie Huen Lai Chun (6) * * All directors and executive officers as a group (4 persons) 208,813,213 67.1 % ____________ (1) Calculated based on 310,868,500 shares of common stock issued and outstanding on December 31, 2019. (2) Unless otherwise specified, the address of each of the persons set forth below is in care of the Company, at the address of: 33/F., Kin Sang Commercial Center, 49 King Yip Street, Kwun Tong, Kowloon, Hong Kong. (3) Appointed a director on February 13, 2015. (4) Appointed Chief Executive Officer on February 13, 2015. (5) Appointed Chief Financial Officer on February 13, 2015. (6) Appointed Chief Operating Officer on February 13, 2015. * Less than 1% ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS None. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES For the year ended December 31, 2019 and 2018, the total fees charged to the company for audit services, including quarterly reviews were $22,000 and $22,000, for audit-related services were $0 and $0 and for tax services and other services were $0 and $0, respectively. 26 Table of Contents PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE (a) The following Exhibits, as required by Item 601 of Regulation SK, are attached or incorporated by reference, as stated below. Number Description 3.1.1 Articles of Incorporation, dated July 1, 1999 (1) 3.1.2 Amended and Restated Articles of Incorporation, dated December 9, 2010 (2) 3.2 Bylaws (3) 14.1 Code of Ethics (4) 31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 32.1 Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* 32.2 Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* 101.INS XBRL Instance Document* 101.SCH XBRL Taxonomy Extension Schema Document* 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document* 101.DEF XBRL Taxonomy Extension Definition Linkbase Document* 101.LAB XBRL Taxonomy Extension Label Linkbase Document* 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document* ______________ (1) Incorporated by reference to the Registrant’s Registration Statement on Form SB-2 (File No. 333-54002), filed with the Securities and Exchange Commission on January 19, 2001. (2) Incorporated by reference to the Registrant’s Definitive Information Statement on Schedule 14C (File No. 000-52273), filed with the Securities and Exchange Commission on November 17, 2010. (3) Incorporated by reference to the Registrant’s Annual Report on Form 10-K (File No. 000-52273), filed with the Securities and Exchange Commission on April 17, 2015. (4) Incorporated by reference to the Registrant’s Annual Report on Form 10-KSB (File No. 000-52273), filed with the Securities and Exchange Commission on April 14, 2006. *Filed herewith. ITEM 16. FORM 10-K SUMMARY None. 27 Table of Contents SIGNATURES In accordance with Section 13 or 15(d) of the Securities Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. EASON EDUCATION KINGDOM HOLDINGS, INC. Date: March 30, 2020 By: /s/ Law Wai Fan Name: Law Wai Fan Title: Chief Executive Officer (principal executive officer) Date: March 30, 2020 By: /s/ Cheng Kin Ning Name: Cheng Kin Ning Title: Chief Financial Officer (principal accounting officer and principal financial officer) 28