What changed in this filing

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Item 1. Financial Statements

2021-05-24 compared with 2020-11-12 · 179 added, 153 removed, 255 unchanged (57% of the section changed)

1 unchanged sentence

NEW MOMENTUM CORPORATION

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets

AS OF SEPTEMBER 30, 2020 AND DECEMBER 31, 2019

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

Condensed Consolidated Statements of Cash Flows

Condensed Consolidated Statements of Changes in Shareholders’ Deficit

Notes to Condensed Consolidated Financial Statements

NEW MOMENTUM CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

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

September 30,

Current asset:

Non-current asset:

Right-of-use asset

Current assets:

Cash and cash equivalents

5 unchanged sentences

Accrued liabilities and other payables

Amount due to a related company

Amount due to a director

Amount due to directors

Convertible promissory note

Lease liabilities

Total current liabilities

Non-current liability

Lease liabilities

TOTAL LIABILITIES

1 unchanged sentence

SHAREHOLDERS’ DEFICIT

Preferred stock,

Preferred stock, Class A, $0.001 par value;

175,000,000 shares authorized;

no share issued and outstanding as at March 31, 2021 and December 31, 2020

Common stock, $0.0001 par value;

500,000,000 shares authorized;

320,868,500 shares and 10,000,000 shares issued and outstanding

340,268,500 shares issued and outstanding as at March 31, 2021 and December 31, 2020

Additional paid in capital

Accumulated other comprehensive losses

5 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019

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

Three Months ended

September 30,

Nine Months ended

September 30,

Cost of revenue

3 unchanged sentences

Total operating expenses

Interest income

LOSS BEFORE INCOME TAXES

Other (expense) income

Interest expense

Government subsidy

Total other (expense) income

(LOSS) INCOME BEFORE INCOME TAXES

Income tax expense

NET (LOSS) INCOME

Other comprehensive income (loss):

Foreign currency translation gain

COMPREHENSIVE LOSS

Foreign currency translation gain (loss)

COMPREHENSIVE (LOSS) INCOME

Basic and diluted weighted average shares outstanding

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019

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

Nine months ended September 30,

Three months ended March 31,

Cash flow from operating activities:

Net (loss) income

Adjustment to reconcile net (loss) income to net cash used in operating activities:

Amortization of convertible note discount

Depreciation of right-of-use asset

Change in operating assets and liabilities:

Accounts receivable

Deposits, prepayments and other receivables

Accrued expenses and other payables

Accrued liabilities and other payables

Lease liabilities

Net cash used in operating activities

Cash flow from financing activities:

Advances from a director

Repayment to related companies

Net cash provided by financing activities

Advances from (repayment to) a director

Advance from related companies

Payment of lease liabilities

Net cash generated from financing activities

Effect on exchange rate change on cash and cash equivalents

8 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019

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

Accumulated other comprehensive

For the three months ended March 31, 2021 and 2020

comprehensive

shareholders’

Balance as at January 1, 2019

Balance as at January 1, 2020 (restated)

Foreign currency translation adjustment

1 unchanged sentence

Balance as at March 31, 2020

Foreign currency translation adjustment

Net loss for the period

Balance as at June 30, 2019

Balance as at January 1, 2021 (audited)

$ (4,554,845 )

Foreign currency translation adjustment

Net loss for the period

Balance as at September 30, 2019

Balance as at January 1, 2020

Foreign currency translation adjustment

Net income for the period

Balance as at March 31, 2021

Foreign currency translation adjustment

Net loss for the period

Balance as at June 30, 2019

Shares issued for acquisition of legal acquirer

Foreign currency translation adjustment

Net loss for the period

Balance as at September 30, 2020

$ (4,594,253 )

See accompanying notes to condensed consolidated financial statements.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019

FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020

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

DESCRIPTION OF BUSINESS AND ORGANIZATION

New Momentum Corporation (formerly known as Eason Education Kingdom Holdings, Inc.) (the “Company”) was incorporated under the law of the State of Nevada on July 1, 1999.

New Momentum Corporation (the “Company”) was incorporated under the law of the State of Nevada on July 1, 1999.

The Company through its subsidiaries, mainly operates a smartphone application to provide the online platform with “ Book Now, Pay Later ” flight booking service for travelers among over 500 airlines worldwide to search and secured their tickets.

With a simple, user-friendly interface, the Company enables customers to arrange and book the multiple-stop itineraries, and to check their bookings through official airline websites using the Gagfare booking reference number on http://presscentre.asia/gagfare.html.

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.

On July 6, 2020, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”), by and among the Company, Nemo Holding Company Limited, a British Virgin Islands corporation (“Nemo Holding”), and the holders of common shares of Nemo Holding.

The holders of the common stock of Nemo Holding consisted of 29 stockholders.

Under the terms and conditions of the Share Exchange Agreement, the Company issued 10,000,000 shares of common stock in consideration for all the issued and outstanding shares in Nemo Holding.

Leung Tin Lung David, the Company’s sole officer and director, is the beneficial holder of 6,000,000 common shares, or 60%, of the issued and outstanding shares of Nemo Holding.

The effect of the issuance of the 10,000,000 shares issued under the Share Exchange Agreement represents 10.8% of the issued and outstanding shares of common stock of the Company.

Both the Company and Nemo Holding are controlled by the same management team.

Upon completion of the Share Exchange Transaction, Nemo Holding became a 100% owned subsidiary of the Company.

Because the Company is a shell company, Nemo Holding will comprise the ongoing operations of the combined entity and its senior management will serve as the senior management of the combined entity, Nemo Holding is deemed to be the accounting acquirer for accounting purposes.

The transaction will be treated as a recapitalization of the Company.

Accordingly, the consolidated assets, liabilities and results of operations of the Company will become the historical financial statements of Nemo Holding, and the Company’s assets, liabilities and results of operations will be consolidated with Nemo Holding beginning on the acquisition date.

Nemo Holding was the legal acquiree but deemed to be the accounting acquirer.

The Company was the legal acquirer but deemed to be the accounting acquiree in the reverse merger.

The historical financial statements prior to the acquisition are those of the accounting acquirer (Nemo Holding).

After completion of the Share Exchange Transaction, the Company’s condensed consolidated financial statements include the assets and liabilities, the operations and cash flow of the accounting acquirer.

Description of subsidiar ies

Place of incorporation and

kind of legal entity

Place of incorporation

Principal activities

Particulars of registered/

paid up share capital

interest held

paid up share

Effective interest

NEMO Holding Company Limited

4 unchanged sentences

Travel agency

500,000 ordinary shares for HK$500,000

500,000 ordinary share of HK$500,000

Beyond Blue Limited

Event organizer

1 ordinary share of HK$1

New Momentum Asia Pte.

Investment holding

1 ordinary share of SGD 1

JPOPCOIN Limited

Administrative service

5 ordinary share of HK$5

The Company and its subsidiaries are hereinafter referred to as (the “Company”).

1 unchanged sentence

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

The Company has suffered from shareholders’ deficit of $108,530 and net current liabilities of $108,530 at September 30, 2020.

The Company has suffered from shareholders’ deficit of $199,959 and net current liabilities of $180,649 at March 31, 2021.

In addition, with respect to the ongoing and evolving coronavirus (COVID-19) outbreak, which was designated as a pandemic by the World Health Organization on March 11, 2020, the outbreak has caused substantial disruption in international economies and global trades and if repercussions of the outbreak are prolonged, could have a significant adverse impact on the Company’s business.

The continuation of the Company as a going concern through September 30, 2021 is dependent upon the continued financial support from its stockholders.

NEW MOMENTUM CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020

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

The continuation of the Company as a going concern through March 31, 2021 is dependent upon the continued financial support from its stockholders.

Management believes the Company is currently pursuing additional financing for its operations.

11 unchanged sentences

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the financial statements not misleading have been included.

Operating results for the interim period ended September 30, 2020 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2020.

The information included in this Form 10-Q should be read in conjunction with Management’s Discussion and Analysis, and the financial statements and notes thereto included in the Company’s Form 8-K, as filed with the SEC on July 8, 2020.

Operating results for the interim period ended March 31, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2021.

Use of estimates and assumptions

6 unchanged sentences

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

NEW MOMENTUM CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020

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

Accounts receivable

2 unchanged sentences

Accounts receivable outstanding longer than the contractual payment terms are considered past due.

Past due balances over 90 days and over a specified amount are reviewed individually for collectability.

Past due balances over 90 days and over a specified amount are reviewed individually for collectibility.

At the end of fiscal year, the Company specifically evaluates individual customer’s financial condition, credit history, and the current economic conditions to monitor the progress of the collection of accounts receivables.

3 unchanged sentences

The Company does not have any off-balance-sheet credit exposure related to its customers.

As of September 30, 2020 and December 31, 2019, there was no allowance for doubtful accounts.

As of March 31, 2020 and December 31, 2020, there was no allowance for doubtful accounts.

Revenue recognition

13 unchanged sentences

The Company records its revenue from booking income upon the ticket booking service is rendered to travelers.

The Company also records its revenue from the sale of air tickets upon the confirmation and issuance of tickets to the travelers.

• Income taxes

The Company also records its revene from the sale of air tickets upon the confirmation and issuance of tickets to the travelers.

NEW MOMENTUM CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020

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

The Company adopted the ASC 740 Income tax provisions of paragraph 740-10-25-13, which addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the condensed consolidated financial statements.

6 unchanged sentences

Uncertain tax positions

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the ASC 740 provisions of Section 740-10-25 for the three and nine months ended September 30, 2020 and 2019.

Foreign currencies translation

3 unchanged sentences

The reporting currency of the Company is United States Dollar (“US$”) and the accompanying condensed consolidated financial statements have been expressed in US$.

In addition, the Company is operating in Hong Kong and maintains its books and record in its local currency, Hong Kong Dollars (“HKD”), which is a functional currency as being the primary currency of the economic environment in which their operations are conducted.

In addition, the Company is operating in Hong Kong and maintain its books and record in its local currency, Hong Kong Dollars (“HKD”), which is a functional currency as being the primary currency of the economic environment in which their operations are conducted.

In general, for consolidation purposes, assets and liabilities of its subsidiary whose functional currency is not US$ are translated into US$, in accordance with ASC Topic 830-30, “ Translation of Financial Statement ”, using the exchange rate on the balance sheet date.

1 unchanged sentence

The gains and losses resulting from translation of financial statements of foreign subsidiary are recorded as a separate component of accumulated other comprehensive income within the statements of changes in stockholder’s equity.

Translation of amounts from HKD into US$ has been made at the following exchange rates for the nine months ended September 30, 2020 and 2019:

September 30,

NEW MOMENTUM CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020

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

Translation of amounts from HKD into US$ has been made at the following exchange rates for the nine months ended March 31, 2021 and 2020:

Period-end HKD:US$ exchange rate

Period average HKD:US$ exchange rate

Period-end SGD:US$ exchange rate

Period average SGD:US$ exchange rate

Comprehensive income

23 unchanged sentences

The Company also elected the short-term lease measurement and recognition exemption and does not establish ROU assets or lease liabilities for operating leases with terms of 12 months or less.

NEW MOMENTUM CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020

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

Related parties

24 unchanged sentences

However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

NEW MOMENTUM CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020

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

Fair value of financial instruments

14 unchanged sentences

Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.

Accounting Standards Adopted

In February 2016, the FASB issued ASU 2016-02, Leases (“ASU 2016-02”) in order to increase transparency and comparability among organizations by recognizing right-of-use assets and lease liabilities on the balance sheet for those leases classified as operating leases under previous generally accepted accounting principles.

ASU 2016-02 requires a lessee to recognize a lease liability for future lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term on the balance sheet for most lease arrangements.

The new standard also changes many key definitions, including the definition of a lease.

The new standard includes a short-term lease exception for leases with a term of 12 months or less, as part of which a lessee can make an accounting policy election not to recognize right-of-use assets and lease liabilities.

Lessees will continue to differentiate between finance leases (previously referred to as capital leases) and operating leases using classification criteria that are substantially similar to the previous guidance in ASC 840.

ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 (including interim periods within those periods) and early adoption is permitted.

In August 2018, the FASB issued ASU 2018-11, Leases, Targeted Improvements , which provides a new transition option in which an entity initially applies ASU 2016-02 at the adoption date and recognizes a cumulative-effect adjustment in the period of adoption.

Prior period comparative balances will not be adjusted.

The Company used the new transition option and was also utilizing the package of practical expedients that allows it to not reassess:

(1) whether any expired or existing contracts are or contain leases, (2) lease classification for any expired or existing leases, and (3) initial direct costs for any existing leases.

We also used the short-term lease exception for leases with a term of 12 months or less.

Additionally, the Company used the practical expedient that allowed each separate lease component of a contract and the associated non-lease components to be treated as a sinNemo Holdinge lease component.

The exercise of lease renewal options is at our discretion and the renewal to extend the lease terms are not included in the Company’s Right-Of-Use assets and lease liabilities as they are not reasonably certain of exercise.

The Company will evaluate the renewal options and when they are reasonably certain of exercise, the Company will include the renewal period in its lease term.

As of the January 1, 2019, effective date the Company identified one finance lease arrangement in which it is a lessee.

In calculating the present value of the lease payments, the Company applied an individual discount rate for each of its leases, and determined the appropriate discount rate based on the remaining lease terms at the date of adoption.

As the lessee to several lease agreements, the Company did not have insight into the relevant information that would be required to arrive at the rate implicit in the lease.

Therefore, the Company utilized its outstanding borrowings as a benchmark to determine the incremental borrowing rate for its leases.

The benchmark rate was adjusted to arrive at an appropriate discount rate for each lease.

In June 2018, the FASB issued ASU No.

2018-07, Compensation-Stock Compensation:

Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”), which expands the scope of Compensation – Stock Compensation (“Topic 718”) to include share-based payment transactions for acquiring goods and services from nonemployees.

This amendment applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards.

The Company adopted ASU 2018-07 on January 1, 2019.

The impact was immaterial to the financial statements.

In June 2018, the FASB issued ASU No.

2018-08, Not-For-Profit Entities – Clarifying the Scope and the Accounting Guidance for Contributions Received and Contributions Made (“ASU 2018-08”).

ASU 2018-08 clarifies how an entity determines whether a resource provider is participating in an exchange transaction by evaluating whether the resource provider is receiving commensurate value in return for the resources transferred.

The guidance is effective for annual periods beginning after June 15, 2018, including interim periods within those annual periods, and has been adopted on a modified prospective basis.

The modified prospective adoption is applied to agreements that are not completed as of the effective date, or entered into after the effective date.

Under the modified prospective adoption approach, prior period results have not been restated and no cumulative-effect adjustment has been recorded.

The Company does not expect this standard to have a material impact on its financial statements.

Accounting Standards Issued, Not Adopted

In June 2016, the FASB issued ASU No.

2016-13, Financial Instruments – Credit Losses:

Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”).

This ASU requires measurement and recognition of expected credit losses for financial assets.

ASU 2016-13 also requires new disclosures for financial assets measured at amortized cost, loans and available-for-sale debt securities.

ASU 2016-13 is effective for the Company beginning January 1, 2023.

Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted.

The Company is currently evaluating the potential effect of this standard on its financial statements.

The Company does not expect this standard to have a material impact on its financial statements.

In August 2018, the FASB issued ASU No.

2018-13, Fair Value Measurement (“ASU 2018-13”), which eliminates, adds and modifies certain disclosure requirements for fair value measurements.

The amendment is effective for interim and annual reporting periods beginning after December 15, 2019.

The Company is currently assessing the impact this will have on the financial statements.

In November 2018, the FASB issued ASU No.

2018-18, Collaborative Arrangements (“ASU 2018-18”), which clarifies the interaction between ASC 808, Collaborative Arrangements and ASC 606, Revenue from Contracts with Customers.

Certain transactions between participants in a collaborative arrangement should be accounted for under ASC 606 when the counterparty is a customer.

In addition, ASU 2018-18 precludes an entity from presenting consideration from a transaction in a collaborative arrangement as revenue if the counterparty is not a customer for that transaction.

ASU 2018-18 should be applied retrospectively to the date of initial application of ASC 606.

This guidance is effective for interim and fiscal periods beginning after December 15, 2019.

The Company is currently assessing the impact this will have on the financial statements.

In December 2019, the FASB issued ASU No.

2019-12, Income Taxes:

Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which eliminates certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences.

The new guidance also simplifies aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step-up in the tax basis of goodwill.

The standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2020, with early adoption permitted.

Adoption of the standard requires certain changes to be made prospectively, with some changes to be made retrospectively.

The Company does not expect the adoption of this standard to have a material impact on its financial position, results of operations or cash flows.

AMOUNTS DUE TO RELATED COMPANIES AND A DIRECTOR

The amounts represented temporary advances to the Company by its related companies and a director, which were unsecured, interest-free and had no fixed terms of repayments.

NEW MOMENTUM CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020

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

Simplifying the Accounting for Debt with Conversion and Other Options.

In June 2020, the FASB issued ASU 2020-06 to simplify the accounting in ASC 470, “ Debt with Conversion and Other Options” and ASC 815, “ Contracts in Equity’s Own Entity” .

The guidance simplifies the current guidance for convertible instruments and the derivatives scope exception for contracts in an entity’s own equity.

Additionally, the amendments affect the diluted EPS calculation for instruments that may be settled in cash or shares and for convertible instruments.

This ASU will be effective beginning in the first quarter of the Company’s fiscal year 2022.

Early adoption is permitted.

The amendments in this update must be applied on either full retrospective basis or modified retrospective basis through a cumulative-effect adjustment to retained earnings/(deficit) in the period of adoption.

The Company is currently evaluating the impact of ASU 2020-06 on its consolidated financial statements and related disclosures, as well as the timing of adoption.

Financial Instruments

In June 2016, the FASB issued ASU 2016-13, “ Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), which modifies the measurement of expected credit losses of certain financial instruments.

In February 2020, the FASB issued ASU 2020-02 and delayed the effective date of ASU 2016-13 until fiscal year beginning after December 15, 2022.

The Company is currently evaluating the impact of adopting ASU 2016-13 on its consolidated financial statements.

Simplifying the Accounting for Income Taxes

In December 2019, the FASB issued ASU 2019-12 to simplify the accounting in ASC 740, “ Income Taxes .” This guidance removes certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences.

This guidance also clarifies and simplifies other areas of ASC 740.

This ASU will be effective beginning in the first quarter of the Company’s fiscal year 2021.

Early adoption is permitted.

Certain amendments in this update must be applied on a prospective basis, certain amendments must be applied on a retrospective basis, and certain amendments must be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings/(deficit) in the period of adoption.

The adoption of ASU 2019-12 does not have a significant impact on the Company’s consolidated financial statements as of and for the three-month period ended March 31, 2021.

Earnings Per Share

In April 2021, the FASB issued ASU 2021-04, which included Topic 260 “ Earnings Per Share ”.

This guidance clarifies and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options due to a lack of explicit guidance in the FASB Codification.

The ASU 2021-04 is effective for all entities for fiscal years beginning after December 15, 2021.

Early adoption is permitted.

The Company is currently evaluating the impact of adopting ASU 2021-04 on its consolidated financial statements.

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

NEW MOMENTUM CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020

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

The Company leased office under various non-cancelable operating leases expiring at the term of 2 years, through December 31, 2022.

Right of use assets and lease liability – right of use are as follows:

Right-of-use assets

The lease liability – right of use is as follows:

Current portion

Non-current portion

Total lease liabilities

As of March 31, 2021, the operating lease payment of $27,034 will become matured in the next 12 months.

AMOUNT DUE TO DIRECTORS

The amount represented temporary advances to the Company by its directors, which was unsecured, interest-free and had no fixed terms of repayments.

CONVERTIBLE PROMISSORY NOTE

On October 27, 2020, the Company and EMA Financial, LLC, (“EMA”) entered into a Securities Purchase Agreement, whereby the Company issued a note to EMA (the “EMA Note”) in the original principal amount of $35,000.

The EMA Note contains an original issue discount of $2,000 which will be reflected as a debt discount and amortized over the nine months Note term.

The EMA Note is convertible into shares of the common stock of the Company at a price equal to 55% of the lowest trading price of the Company’s common stock for the twenty (20) consecutive trading days immediately preceding to the conversion date.

The EMA Note bears interest at 10% per annum and is due on July 27, 2021.

As of March 31, 2021 and December 31, 2020, accrued interest amounted to $1,458 and $584, respectively.

For the three months ended March 31, 2021 and 2020, the amortization of discount was $874 and $0, respectively.

SHAREHOLDERS’ DEFICIT

Authorized shares

As of September 30, 2020 and December 31, 2019, 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.

As of March 31, 2021 and December 31, 2020, the Company authorized two classes of stock;

500,000,000 shares of common stock at par value of $0.001 and 175,000,000 shares of Class A preferred stock at par value of $0.001.

Issued and outstanding shares

There are 320,868,500 and 10,000,000 common shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively.

There are 340,268,500 common shares issued and outstanding as of March 31, 2021 and December 2020.

NEW MOMENTUM CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020

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

The Company mainly operates in Hong Kong that is subject to taxes in the governing jurisdictions in which it operates.

10 unchanged sentences

Under the current BVI law, the Company is not subject to tax on income.

The Company’s operating subsidiary is registered in Republic of Singapore and is subject to the Singapore corporate income tax at a standard income tax rate of 17% on the assessable income arising in Singapore during its tax year.

No assessable income was generated in Singapore during the three months ended March 31, 2021 and there was no provision for income tax.

The Company’s subsidiary operating in Hong Kong is subject to the Hong Kong Profits Tax at the two-tiered profits tax rates from 8.25% to 16.5% on the estimated assessable profits arising in Hong Kong during the current year, after deducting a tax concession for the tax year.

The reconciliation of income tax rate to the effective income tax rate for the nine months ended September 30, 2020 and 2019 is as follows:

Nine months ended September 30,

Income (loss) before income taxes

The reconciliation of income tax rate to the effective income tax rate for the three months ended March 31, 2021 and 2020 is as follows:

Three months ended March 31,

(Loss) income before income taxes

Statutory income tax rate

Income tax expense at statutory rate

Tax loss ultilized

Net operating loss

Income tax expense

As of September 30, 2020 and December 31, 2019, the operation in Hong Kong incurred $118,255 and $95,473 of cumulative net operating losses which can be carried forward to offset future taxable income at no expiry.

As of March 31, 2021 and December 31, 2020, the operation in Hong Kong incurred $145,733 and $127,927 of cumulative net operating losses which can be carried forward to offset future taxable income at no expiry.

The Company has provided for a full valuation allowance against the deferred tax assets of $24,046 and $21,108 on the expected future tax benefits from the net operating loss carryforwards as the management believes it is more likely than not that these assets will not be realized in the future.

NEW MOMENTUM CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020

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

RELATED PARTY TRANSACTIONS

1 unchanged sentence

Those advances are unsecured, non-interest bearing and had no fixed terms of repayment.

During the three and nine months ended September 30, 2020 and 2019, the Company has been provided free office space by its shareholder.

During the three months ended March 31, 2021 and 2020, the Company has been provided free office space by its shareholder.

The management determined that such cost is nominal and did not recognize the rent expense in its condensed consolidated financial statements.

2 unchanged sentences

In return, JJ Explorer would share 50% of the net earnings generated by the Company in the use of its web and mobile application platforms during the cooperation period.

For the three and nine months ended September 30, 2020 and 2019, the Company did not record the service charges and paid to JJ Explorer.

As of September 30, 2020 and December 31, 2019, the Company owed to directors $151,278 and $83,377, respectively.

For the three months ended March 31, 2021 and 2020, the Company did not record the service charges and paid to JJ Explorer.

As of March 31, 2021 and December 31, 2020, the Company owed to directors $218,840 and $199,949, respectively.

The amounts due to the related parties are unsecured, non-interest bearing and have no fixed terms of repayment.

3 unchanged sentences

(a) Major customers

For the three and nine months ended September 30, 2020 and 2019, there was no single customer exceeding 10% of the Company’s revenue.

For the three and nine months ended March 31, 2021 and 2020, there was no single customer exceeding 10% of the Company’s revenue.

(b) Economic and political risk

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Accordingly, the political, economic, and legal environments in Hong Kong, as well as the general state of Hong Kong’s economy may influence the Company’s business, financial condition, and results of operations.

NEW MOMENTUM CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020

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

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COMMITMENTS AND CONTINGENCIES

As of September 30, 2020 and December 31, 2019, the Company has no material commitments or contingencies.

As of March 31, 2021, the Company has no material commitments or contingencies.

SUBSEQUENT EVENTS

On October 19, 2020, the Company approved the 2020 Stock Incentive Plan (the “Plan”) and authorized the directors to issue the maximum shares of common stock of 20,000,000, par value $0.001 per share under the Plan.

On October 23, 2020, the Company issued 19,400,000 shares of common stock under the Plan to compensate certain consultants and service providers in rendering the services to the Company.

In accordance with ASC Topic 855, “ Subsequent Events ”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before condensed consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after September 30, 2020, up through July 8, 2020 the Company issued the unaudited condensed consolidated financial statements.

On April 13, 2021, the Company entered into a Stock Purchase Agreement with Leung Tin Lung David, the Company’s sole director, President and Chief Executive Officer, and majority stockholder, pursuant to which the Company sold to Mr.

Leung one share of Series A Preferred Stock in exchange for 169,000,000 shares of common stock of the Company.

The Company subsequently canceled and returned to its authorized capital stock the 169,000,000 shares of common stock purchased from Mr.

In accordance with ASC Topic 855, “ Subsequent Events ”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before condensed consolidated financial statements are issued, the Company has evaluated all events or transactions that occurred after March 31, 2021, up through the date the Company presented the unaudited condensed consolidated financial statements.

The Company determined that there are no further events to disclose.

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-Q

Item 1. Financial Statements