What changed in this filing

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Item 9A. Controls and Procedures

2021-03-26 compared with 2020-03-30 · 131 added, 88 removed, 124 unchanged (64% of the section changed)

1 unchanged sentence

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.

Our management, with the participation and supervision of our President, who acts as both our principal executive office and principal financial officer, is responsible for our disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified under SEC rules and forms.

Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Our management, including the President, carried out an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2020.

Based on this evaluation, our management concluded that as of December 31, 2020 these disclosure controls and procedures were not effective at the reasonable assurance level.

As discussed below, our internal control over financial reporting is an integral part of our disclosure controls and procedures.

Management’s Annual Report on Internal Control over Financial Reporting

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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).

Our President, who acts as both our principal executive officer and principal financial officer, performed an evaluation of our internal control over financial reporting under the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on the results of this assessment, our management concluded that our internal control over financial reporting was not effective as of December 31, 2020, based on such criteria.

4 unchanged sentences

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

4 unchanged sentences

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, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitation on the Effectiveness of Internal Controls

The effectiveness of any system of internal control over financial reporting is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely.

Accordingly, any system of internal control over financial reporting can only provide reasonable, not absolute, assurances.

In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot assure that such improvements will be sufficient to provide us with effective internal control over financial reporting.

OTHER INFORMATION

On March 11, 2021, the Company designated a class of preferred stock titled, Series A Preferred Stock, with a par value of $0.001 per share, and consisting of one share.

The Series A preferred carries voting rights equal to 110% of the total voting rights of the outstanding common stock and voting power of the Company, and has the right to appoint one director of the Company.

Additionally, the one share of Series A Preferred Stock contains protective provisions, which precludes the Company from taking the certain actions without the approval of the holder of the share of Series A Preferred Stock.

More specifically, so long as any shares of Series A Preferred Stock are outstanding, the Company shall not, without first obtaining the approval (by vote or written consent, as provided by law) of the holders of at least a majority of the then outstanding shares of Series A Preferred Stock, voting as a separate class:

amend the Articles of Incorporation or, unless approved by the Board of Directors, including by the Series A Director, amend the Company’s Bylaws;

change or modify the rights, preferences or other terms of the Series A Preferred Stock, or increase or decrease the number of authorized shares of Series A Preferred Stock;

reclassify or recapitalize any outstanding equity securities, or, unless approved by the Board of Directors, including by the Series A Director, authorize or issue, or undertake an obligation to authorize or issue, any equity securities or any debt securities convertible into or exercisable for any equity securities (other than the issuance of stock-options or securities under any employee option or benefit plan);

authorize or effect any transaction constituting a “Deemed Liquidation” under the Articles, or any other merger or consolidation of the Company;

increase or decrease the size of the Board of Directors as provided in the Bylaws of the Company or remove the Series A Director (unless approved by the Board of Directors, including the Series A Director);

declare or pay any dividends or make any other distribution with respect to any class or series of capital stock (unless approved by the Board of Directors, including the Series A Director);

redeem, repurchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any outstanding shares of capital stock (other than the repurchase of shares of Common Stock from employees, consultants or other service providers pursuant to agreements approved by the Board of Directors under which the Company has the option to repurchase such shares at no greater than original cost upon the occurrence of certain events, such as the termination of employment) (unless approved by the Board of Directors, including the Series A Director);

create or amend any stock option plan of the Company, if any (other than amendments that do not require approval of the stockholders under the terms of the plan or applicable law) or approve any new equity incentive plan;

replace the President and/or Chief Executive Officer of the Company (unless approved by the Board of Directors, including the Series A Director);

transfer assets to any subsidiary or other affiliated entity (unless approved by the Board of Directors, including the Series A Director);

issue, or cause any subsidiary of the Company to issue, any indebtedness or debt security, other than trade accounts payable and/or letters of credit, performance bonds or other similar credit support incurred in the ordinary course of business, or amend, renew, increase or otherwise alter in any material respect the terms of any indebtedness previously approved or required to be approved by the holders of the Series A Preferred Stock (unless approved by the Board of Directors, including the Series A Director);

modify or change the nature of the Company’s business;

acquire, or cause a Subsidiary of the Company to acquire, in any transaction or series of related transactions, the stock or any material assets of another person, or enter into any joint venture with any other person (unless approved by the Board of Directors, including the Series A Director);

sell, transfer, license, lease or otherwise dispose of, in any transaction or series of related transactions, any material assets of the Company or any Subsidiary outside the ordinary course of business (unless approved by the Board of Directors, including the Series A Director).

Additionally, as long as any shares of Series A Preferred Stock remain outstanding, the holders of a majority of the shares of Series A Preferred Stock represented at a duly called special or annual meeting of such stockholders or by an action by written consent for that purpose shall be entitled to elect a special director to the board of directors.

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:

Chief Executive Officer

Cheng Kin Ning

Chief Financial Officer

Marie Huen Lai Chun

Chief Operating Officer

Chu Kin Hon, age 32

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.

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.

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.

The following table sets forth the names and ages of our current directors and executive officers, the principal offices and positions held by each person, and the year such director or officer commenced serving in such capacity:

Leung Tin Lung David

Director, President, Secretary and Treasurer

Leung Tin Lung David

Director, President, Secretary and Treasurer

Leung, age 58, has served as our President, Secretary, Treasurer and sole Director since May 27, 2020.

Leung is a long-term veteran in the travel industry, with many years of experience working with government and travel trade partners.

He is the founder and has been the Managing Director of JJ Explorer Tour Limited, a position he has held since 2007.

From 2011 until 2017, Mr.

Leung was the Marketing Representative of Philippine Department of Tourism, Hong Kong and Macau.

Leung graduated from the University of Minnesota in 1984.

Leung’s background in the travel industry led to our conclusion that he should serve as a director in light of our business and structure.

Director Qualifications

We believe that our directors should have the highest professional and personal ethics and values, consistent with our values and standards.

They should have broad experience at the policy-making level in business or banking.

They should be committed to enhancing stockholder value and should have sufficient time to carry out their duties and to provide insight and practical wisdom based on experience.

Their service on other boards of public companies should be limited to a number that permits them, given their individual circumstances, to perform responsibly all director duties for us.

Each director must represent the interests of all stockholders.

When considering potential director candidates, the Board also considers the candidate’s character, judgment, diversity, age and skills, including financial literacy and experience in the context of our needs and the needs of the Board.

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.

The Company’s Bylaws provide that the Board of Directors will consist of no less than one member.

Officers are elected by and serve at the discretion of the Board of Directors.

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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.

Involvement in Certain Legal Proceedings

To our knowledge, our directors and executive officers have not been involved in any of the following events during the past ten years:

Any bankruptcy petition filed by or against such person or any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

Any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities or to be associated with any person practicing in banking or securities activities;

Being found by a court of competent jurisdiction in a civil action, the SEC or the Commodity Futures Trading Commission to have violated a Federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;

Being subject of, or a party to, any Federal or state judicial or administrative order, judgment decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of any Federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

Being subject of or party to any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization, any registered entity or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Significant Employees and Consultants

As of December 31, 2020, the Company has no significant employees.

The Company is managed by Leung Tin Lung David, our sole director and officer.

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.

Since we do not have an audit, compensation or governance and nominating 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.

The Board is of the opinion that such committees are not necessary since the Company is an early stage company and has only one director, and to date, such director has been performing the functions of such committees.

Thus, there is a potential conflict of interest in that our sole director and officer has the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions.

Family Relationships

There are no family relationships among our directors or officers.

6 unchanged sentences

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.

The Company has adopted a code of ethics that applies to its principal executive officers, principal financial officer, principal accounting officer or controller, and persons performing similar functions.

Employment Agreements

We have no employment agreements with our officers, directors or any other person.

We have no employment agreements with any of our directors.

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.

We have no indemnification agreements with our officers, directors or any other person.

EXECUTIVE COMPENSATION

2 unchanged sentences

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.

Appointed Chief Executive Officer on February 13, 2015.

Appointed Chief Financial Officer on February 13, 2015.

Compensation($)

Lung David (4)

Appointed Chief Executive Officer and President on February 13, 2015;

resigned from all such positions on May 27, 2020.

Appointed Chief Financial Officer, Secretary and Treasurer on February 13, 2015;

resigned from all such positions on May 27, 2020.

Appointed Chief Operating Officer on February 13, 2015;

resigned from such position on May 27, 2020.

Appointed President, Secretary, Treasurer and director on May 27, 2020.

Employment Contracts, Termination of Employment, Change-in-Control Arrangements

The Company has no employment agreements with its officers or any significant employee and did not enter into any employment contracts, termination of employment, or change-in-control arrangements during the year ended December 31, 2020.

Option Exercises and Fiscal Year-End Option Value Table.

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Chu Kin Hon (4)

Leung Tin Lung David (5)

_____________

Appointed Chief Executive Officer on February 13, 2015;

resigned from such position on May 27, 2020.

Appointed Chief Financial Officer on February 13, 2015;

resigned from such position on May 27, 2020.

Appointed Chief Operating Officer on February 13, 2015;

resigned from such position on May 27, 2020.

Appointed a director on February 13, 2015;

resigned from such position on May 27, 2020.

Appointed President, Secretary, Treasurer and director on May 27, 2020.

DIRECTOR COMPENSATION

1 unchanged sentence

Fees Earned or Paid in Cash

Stock Awards($)

Option Awards

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All Other Compensation($)

Chu Kin Hon (1)

Leung Tin Lung David (1)

______________

Appointed a director on February 13, 2015.

Appointed President, Secretary, Treasurer and director on May 27, 2020.

We currently do not pay any compensation to our directors for serving on our board of directors.

Narrative to Director Compensation Table

The following is a narrative discussion of the material information that we believe is necessary to understand the information disclosed in the previous table.

Leung Tin Leung David receives no compensation solely in his capacity as a director of the Company.

All travel and lodging expenses associated with corporate matters are reimbursed by us, if and when incurred.

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;

The following table lists, as of March 19, 2021, 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;

5 unchanged sentences

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.

The percentages below are calculated based on 340,268,500 shares of our common stock issued and outstanding as March 19, 2021.

We do not have any outstanding warrant, options or other securities exercisable for or convertible into shares of our common stock.

3 unchanged sentences

Beneficial Ownership

Common Stock(1)

Chu Kin Hon (3)

Law Wai Fan (4)

Cheng Kin Ning (5)

Marie Huen Lai Chun (6)

All directors and executive officers as a group (4 persons)

Calculated based on 310,868,500 shares of common stock issued and outstanding on December 31, 2019.

Leung Tin Lung David (3)

Chak Wan Ling Margaret

Leung Suk Mun

All directors and executive officers as a group (1 person)

______________

Calculated based on 340,268,500 shares of common stock issued and outstanding on March 19, 2020.

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.

Appointed a director on February 13, 2015.

Appointed Chief Executive Officer on February 13, 2015.

Appointed Chief Financial Officer on February 13, 2015.

Appointed Chief Operating Officer on February 13, 2015.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Room 1303, 13/F, Technology Plaza, 651 King’s Road, North Point, Hong Kong.

Appointed President, Secretary, Treasurer and a director on May 27, 2020.

CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Related Party Transactions

Except as described below, during the past fiscal year, there have been no transactions, whether directly or indirectly, between us and any of our respective officers, directors, beneficial owners of more than 5.0% of our outstanding common stock or their family members, that exceeded the lesser of $0.12 million or 1.0% of the average of our total assets at year-end for the last completed fiscal year.

Pursuant to a Cooperation Agreement, dated February 1, 2016, by and between Gagfare Limited, a Hong Kong corporation and wholly owned subsidiary of the Company, and JJ Explorer Tours Limited, a Hong Kong corporation (“JJ Explorer”), controlled by Leung Tin Lung David, JJ Explorer develops and maintains website and mobile application platforms the Company uses in the operation of its business in exchange for 50% of the net earnings the Company earns through its Gagfare website and mobile application platforms for a term of five years.

On January 31, 2021, JJ Explorer agreed to extend the term of additional 5 years up January 31, 2026.

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.

Our board of directors has not separately designated and standing committees.

Accordingly, the duties customarily performed by an audit committee, compensation committee, and governance and nominating committee are performed by our board of directors.

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.

For the years ended December 31, 2020 and 2019, the total fees charged to the Company for audit services, including quarterly reviews were $35,000 and $20,000, for audit-related services were $0 and $0 and for tax services and other services were $0 and $0, respectively.

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.

Share Exchange Agreement, dated July 6, 2020, by and among the New Momentum Corporation, Nemo Holding Corp., a British Virgin Islands corporation (“Nemo Holding”), and the holders of common shares of Nemo Holding (5)

Articles of Incorporation, dated July 1, 1999 (1)

Amended and Restated Articles of Incorporation, dated December 9, 2010 (2)

Certificate of Correction, dated April 1, 2011*

Certificate of Amendment to Articles of Incorporation, dated June 18, 2020 (5)

Certificate of Designation for Series A Preferred Stock, dated March 11, 2021*

10% Convertible Note, dated October 27, 2020 (6)

Code of Ethics (4)

Subsidiaries of the Registrant

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

1 unchanged sentence

Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

XBRL Instance Document*

3 unchanged sentences

XBRL Taxonomy Extension Label Linkbase Document*

XBRL Taxonomy Extension Presentation Linkbase Document*

XBRL Taxonomy Extension Presentation Linkbase

_______________

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000-52273), filed with the Securities and Exchange Commission on April 14, 2006.

Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No.

000-52273) dated filed with the Securities and Exchange Commission on July 8, 2020.

Incorporated by reference to the Registrant’s Current Report on Form 8-K (File No.

000-52273) dated filed with the Securities and Exchange Commission on November 20, 2020

*Filed herewith.

1 unchanged sentence

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.

March 30, 2020

/s/ Law Wai Fan

Chief Executive Officer

(principal executive officer)

NEW MOMENTUM CORPORATION

March 26, 2021

/s/ Cheng Kin Ning

Cheng Kin Ning

Chief Financial Officer

(principal accounting officer and principal financial officer)

/s/ Leung Tin Lung David

Leung Tin Lung David

(principal executive officer, principal accounting officer,

and principal financial officer)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures