What changed in this filing

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Item 1. Financial Statements

2021-08-17 compared with 2021-05-24 · 128 added, 121 removed, 313 unchanged (44% of the section changed)

3 unchanged sentences

Condensed Consolidated Balance Sheets

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

Condensed Consolidated Statements of Operations and Comprehensive Loss

Condensed Consolidated Statements of Cash Flows

25 unchanged sentences

175,000,000 shares authorized;

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

1 and 0 share issued and outstanding as at June 30, 2021 and December 31, 2020

Common stock, $ 0.001 par value;

500,000,000 shares authorized;

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

171,418,500 and 340,268,500 shares issued and outstanding as at June 30, 2021 and December 31, 2020

Additional paid in capital

1 unchanged sentence

Accumulated losses

( 4,690,647 )

( 4,554,845 )

Shareholders’ deficit

2 unchanged sentences

NEW MOMENTUM CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS)

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

Three Months ended

Three Months ended June 30,

Six Months ended June 30,

Cost of revenue

5 unchanged sentences

Interest expense

Government subsidy

Government subsidy income

Sundry income

Total other (expense) income

(LOSS) INCOME BEFORE INCOME TAXES

LOSS BEFORE INCOME TAXES

Income tax expense

NET (LOSS) INCOME

Other comprehensive income (loss):

Foreign currency translation gain (loss)

COMPREHENSIVE (LOSS) INCOME

COMPREHENSIVE LOSS

$ ( 134,483 )

Basic and diluted weighted average shares outstanding

4 unchanged sentences

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

Three months ended March 31,

Six months ended June 30,

Cash flow from operating activities:

Net (loss) income

$ ( 135,802 )

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

1 unchanged sentence

Depreciation of right-of-use asset

Stock-based compensation expense

Non-cash lease expenses

Change in operating assets and liabilities:

2 unchanged sentences

Lease liabilities

Net cash used in operating activities

Net cash (used in) generated from operating activities

Cash flow from financing activities:

14 unchanged sentences

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

For the three months ended March 31, 2021 and 2020

comprehensive

shareholders’

For the Three and Six months ended June 30, 2021 and 2020

Preferred Stock

Additional paid-in

Accumulated other comprehensive

Total shareholders’

Balance as at January 1, 2020 (restated)

2 unchanged sentences

Balance as at March 31, 2020

Foreign currency translation adjustment

Net loss for the period

Balance as at June 30, 2020

Balance as at January 1, 2021 (audited)

$ ( 4,554,845 )

$ ( 160,860 )

Foreign currency translation adjustment

2 unchanged sentences

( 4,594,253 )

Issue of preferred stock and cancellation of common stock held by a director

( 169,000,000 )

Shares issued for services

Foreign currency translation adjustment

Net loss for the period

Balance as at June 30, 2021

$ ( 4,690,647 )

$ ( 253,628 )

See accompanying notes to condensed consolidated financial statements.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 and 2020

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

DESCRIPTION OF BUSINESS AND ORGANIZATION

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

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.

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.

2 unchanged sentences

Place of incorporation

and kind of legal entity

Principal activities

Particulars of registered/

paid up share

Effective interest

paid up share capital

interest held

NEMO Holding Company Limited

17 unchanged sentences

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 $199,959 and net current liabilities of $180,649 at March 31, 2021.

The Company has suffered from shareholders’ deficit of $ 253,628 and net current liabilities of $ 281,001 at June 30, 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.

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.

The continuation of the Company as a going concern through the next 12 months is dependent upon the continued financial support from its stockholders.

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

2 unchanged sentences

These condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.

NEW MOMENTUM CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 and 2020

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

Operating results for the interim period ended June 30, 2021 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2021.

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 10-K, as filed with the SEC on March 25, 2021.

7 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

8 unchanged sentences

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

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

As of June 30, 2021 and December 31, 2020, there was no allowance for doubtful accounts.

NEW MOMENTUM CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 and 2020

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

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

· Income taxes

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.

5 unchanged sentences

The Company periodically reviews the recoverability of deferred tax assets recorded on its balance sheets and provides valuation allowances as management deems necessary.

NEW MOMENTUM CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 and 2020

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

· 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 months ended March 31, 2021 and 2020.

· Foreign currencies translation

7 unchanged sentences

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.

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:

Translation of amounts from HKD into US$ has been made at the following exchange rates for the six months ended June 30, 2021 and 2020:

Period-end HKD:US$ exchange rate

15 unchanged sentences

As a result, the Company utilizes its incremental borrowing rates, which are the rates incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment.

NEW MOMENTUM CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 and 2020

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

In accordance with the guidance in ASC 842, components of a lease should be split into three categories:

10 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

19 unchanged sentences

In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

NEW MOMENTUM CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 and 2020

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

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s condensed consolidated financial statements.

3 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

11 unchanged sentences

The carrying amounts of the Company’s financial assets and liabilities, such as cash and cash equivalents, accounts receivable, deposits, prepayment and other receivables, amount due from a director and operating lease right-of-use assets, approximate their fair values because of the short maturity of these instruments.

Recent accounting pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standard Board (“FASB”) or other standard setting bodies and adopted by the Company as of the specified effective date.

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.

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

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 and 2020

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

· Recent accounting pronouncements

In September 2016, the FASB issued ASU No.

2016-13, “ Financial Instruments - Credit Losses (Topic 326)” (“ASU 2016-13”), which requires the immediate recognition of management’s estimates of current and expected credit losses.

In November 2018, the FASB issued ASU 2018-19, which makes certain improvements to Topic 326.

In April and May 2019, the FASB issued ASUs 2019-04 and 2019-05, respectively, which adds codification improvements and transition relief for Topic 326.

In November 2019, the FASB issued ASU 2019-10, which delays the effective date of Topic 326 for Smaller Reporting Companies to interim and annual periods beginning after December 15, 2022, with early adoption permitted.

In November 2019, the FASB issued ASU 2019-11, which makes improvements to certain areas of Topic 326.

In February 2020, the FASB issued ASU 2020-02, which adds an SEC paragraph, pursuant to the issuance of SEC Staff Accounting Bulletin No.

119, to Topic 326.

Topic 326 is effective for the Company for fiscal years and interim reporting periods within those years beginning after December 15, 2022.

Early adoption is permitted for interim and annual periods beginning December 15, 2019.

The Company is currently evaluating the potential impact of adopting this guidance on the condensed consolidated financial statements.

On January 1, 2020, the Company adopted ASU No.

2017-04, “ Intangibles and Other (Topic 350):

Simplifying the Test for Goodwill Impairment ”, which eliminates the requirement to calculate the implied fair value of goodwill, but rather requires an entity to record an impairment charge based on the excess of a reporting unit’s carrying value over its fair value.

Adoption of this ASU did not have a material effect on the condensed consolidated financial statements.

On January 1, 2020, the Company adopted ASU No.

2018-13, “ Fair Value Measurements (Topic 820):

Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement” .

The amendments in this update modify the disclosure requirements on fair value measurements in Topic 820.

Adoption of this ASU did not have a material effect on the condensed consolidated financial statements.

All new accounting pronouncements issued but not yet effective are not expected to have a material impact on our results of operations, cash flows or financial position with the exception of the updated previously disclosed above, there have been no new accounting pronouncements not yet effective that have significance to the condensed consolidated financial statements.

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

5 unchanged sentences

Total lease liabilities

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

NEW MOMENTUM CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 and 2020

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

As of June 30, 2021, the operating lease payment of $ 27,066 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 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.

As of June 30, 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 Class A preferred stock at par value of $ 0.001 .

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.

For the three months ended June 30, 2021, the Company issued 150,000 shares of common stock to SEC counsel for legal service at the current market price of $ 0.2781 per share, totaling $ 41,715 .

Issued and outstanding shares

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)

As of June 30, 2021 and December 31, 2020, 1 and 0 preferred shares issued and outstanding.

As of June 30, 2021 and December 31, 2020, 171,418,500 and 340,268,500 common shares issued and outstanding.

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

9 unchanged sentences

Deferred tax asset is not provided for as the tax losses may not be able to carry forward after a change in substantial ownership of the Company in July 2020.

NEW MOMENTUM CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 and 2020

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

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.

No assessable income was generated in Singapore during the six months ended June 30, 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 three months ended March 31, 2021 and 2020 is as follows:

Three months ended March 31,

The reconciliation of income tax rate to the effective income tax rate for the six months ended June 30, 2021 and 2020 is as follows:

Six months ended June 30,

(Loss) income before income taxes

1 unchanged sentence

Income tax expense at statutory rate

Tax loss ultilized

Tax loss utilized

Net operating loss

Income tax expense

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.

As of June 30, 2021 and December 31, 2020, the operation in Hong Kong incurred $ 166,151 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 $ 27,415 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 months ended March 31, 2021 and 2020, the Company has been provided free office space by its shareholder.

During the three and six months ended June 30, 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.

NEW MOMENTUM CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 and 2020

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

Since February 1, 2016, the Company was granted with the right of use to the website and mobile application platforms by JJ Explorer Tours Limited (“JJ Explorer”), which was also controlled by the directors of the Company.

1 unchanged sentence

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 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.

For the six months ended June 30, 2021 and 2020, the Company did not record the service charges and paid to JJ Explorer.

As of June 30, 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 March 31, 2021 and 2020, there was no single customer exceeding 10% of the Company’s revenue.

For the three and six months ended June 30, 2021 and 2020, there was no single customer exceeding 10% of the Company’s revenue.

(b) Economic and political risk

1 unchanged sentence

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)

2 unchanged sentences

The exchange rate could fluctuate depending on changes in political and economic environments without notice.

(d) Risk from COVID-19 pandemic

The pandemic has resulted in quarantines, travel restrictions, and the temporary closure of stores and business facilities globally.

Due to the nature of the Company’s business, the impact of the closure on the operational capabilities was not significant.

The extent to which the COVID-19 outbreak impacts the Company’s results will depend on future developments that are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity and mutation of the virus and the actions to contain its impact , that are beyond the Company’s control.

There is no guarantee that the Company’s revenues will grow or remain at a similar level in the foreseeable period.

COMMITMENTS AND CONTINGENCIES

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

As of June 30, 2021, the Company has no material commitments or contingencies.

SUBSEQUENT EVENTS

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.

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 June 30, 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