What changed in this filing

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Item 1. Financial Statements

2021-11-15 compared with 2021-08-17 · 104 added, 95 removed, 346 unchanged (37% of the section changed)

10 unchanged sentences

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

Non-current asset:

Right-of-use asset

September 30,

Current assets:

3 unchanged sentences

Total current assets

Non-current asset:

Right-of-use asset

LIABILTIES AND SHAREHOLDERS’ DEFICIT

Current liabilities:

Accounts payable

Accrued liabilities and other payables

Amount due to directors

Convertible promissory note

Amounts due to directors

Convertible promissory notes

Lease liabilities

7 unchanged sentences

175,000,000 shares authorized;

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

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

Common stock, $ 0.0001 par value;

500,000,000 shares authorized;

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

171,913,500 and 340,268,500 shares issued and outstanding as at September 30, 2021 and December 31, 2020

Additional paid in capital

7 unchanged sentences

NEW MOMENTUM CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

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

Three Months ended June 30,

Six Months ended June 30,

Three Months ended

September 30,

Nine Months ended

September 30,

Cost of revenue

5 unchanged sentences

Interest expense

Government subsidy income

Sundry income

Interest income

Total other (expense) income

11 unchanged sentences

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

Six months ended June 30,

Cash flow from operating activities:

Net (loss) income

Nine months ended September 30,

Cash flows from operating activities:

$ ( 161,850 )

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

Adjustment to reconcile net loss to net cash used in operating activities:

Amortization of convertible note discount

4 unchanged sentences

Accounts receivable

Deposits, prepayments and other receivables

Accrued liabilities and other payables

Lease liabilities

Net cash (used in) generated from operating activities

Cash flow from financing activities:

Advances from (repayment to) a director

Net cash used in operating activities

Cash flows from financing activities:

Advances from a director

Advance from related companies

Payment of lease liabilities

Net cash generated from financing activities

Net cash provided by financing activities

Effect on exchange rate change on cash and cash equivalents

9 unchanged sentences

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

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

Preferred Stock

For the Three and Nine Months ended September 30, 2021 and 2020

Series A Preferred Stock

Additional paid-in

8 unchanged sentences

Balance as at June 30, 2020

$ ( 105,056 )

Shares issued for acquisition of legal acquirer

Foreign currency translation adjustment

Net loss for the period

Balance as at September 30, 2020

$ ( 428,680 )

$ ( 108,530 )

Balance as at January 1, 2021 (audited)

13 unchanged sentences

$ ( 253,628 )

Shares issued for conversion of promissory notes

Foreign currency translation adjustment

Net loss for the period

Balance as at September 30, 2021

$ ( 4,716,695 )

$ ( 258,915 )

See accompanying notes to condensed consolidated financial statements.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 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.

2 unchanged sentences

Place of incorporation

and kind of legal entity

Principal activities

Particulars of registered/

paid up share capital

interest held

Particulars of registered/ paid up share

Effective interest

NEMO Holding Company Limited

4 unchanged sentences

Travel agency

500,000 ordinary share of HK$500,000

500,000 ordinary shares of HK$500,000

Beyond Blue Limited

Event organizer

Hospitality investment

1 ordinary share of HK$1

4 unchanged sentences

Administrative service

5 ordinary share of HK$5

5 ordinary shares 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 $ 253,628 and net current liabilities of $ 281,001 at June 30, 2021.

The Company has suffered from shareholders’ deficit of $ 258,915 and net current liabilities of $ 283,856 at September 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.

6 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

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

8 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 June 30, 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 September 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.

17 unchanged sentences

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

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

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

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

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

25 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 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 six months ended June 30, 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.

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:

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

September 30, 2021

September 30, 2020

Period-end HKD:US$ exchange rate

17 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

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

27 unchanged sentences

and d) amount due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

NEW MOMENTUM CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

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

• Commitments and contingencies

3 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.

18 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 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.

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2019-12, “ Simplifying the Accounting for Income Taxes .” The standard is expected to reduce cost and complexity related to accounting for income taxes.

The new guidance eliminates certain exceptions and clarifies and amends existing guidance to promote consistent application among reporting entities.

Depending on the amended guidance within this standard, adoption is to be applied on a retrospective, modified retrospective or prospective basis.

The Company adopted this standard effective January 1, 2021, and the adoption did not have a material effect on the Company’s consolidated financial statements.

In January 2020, the FASB issued ASU 2020-01, “ Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 .” The new guidance clarifies the interactions between accounting standards that apply to equity investments without readily determinable fair values.

Specifically, it addresses the accounting for the transition into and out of the equity method.

The Company adopted this standard effective January 1, 2021 on a prospective basis, and the adoption did not have a material effect on the Company’s consolidated financial statements.

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does 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.

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

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

September 30, 2021

December 31, 2020

Right-of-use assets

The lease liability – right of use is as follows:

September 30, 2021

December 31, 2020

Current portion

1 unchanged sentence

Total lease liabilities

The weighted average discount rate for the operating lease is 5 %.

As of September 30, 2021, the operating lease payment of $ 26,992 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.

NEW MOMENTUM CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 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.

SHAREHOLDERS’ DEFICIT

Authorized shares

As of June 30, 2021 and December 31, 2020, the Company authorized two classes of stock;

As of September 30, 2020 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 .

Issued and outstanding shares

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.

1 unchanged sentence

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

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.

For the nine months ended September 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 .

Also, for the nine months ended September 30, 2021, the Company issued 495,000 shares of common stock to EMA Financial LLC for the conversion of the convertible bond totaling $ 13,836 .

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

As of September 30, 2021 and December 31, 2020, 171,913,500 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.

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 nine months ended September 30, 2021 and there was no provision for income tax.

NEW MOMENTUM CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 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.

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 six months ended June 30, 2021 and 2020 is as follows:

Six months ended June 30,

(Loss) income before income taxes

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

Nine months ended September 30,

Loss before income taxes

Statutory income tax rate

Income tax expense at statutory rate

Tax loss utilized

Net operating loss

Net operating loss against valuation allowance

Income tax expense

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.

As of September 30, 2021 and December 31, 2020, the operation in Hong Kong incurred $ 188,609 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 $ 31,121 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.

2 unchanged sentences

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

During the three and six months ended June 30, 2021 and 2020, the Company has been provided free office space by its shareholder.

During the three and nine months ended September 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 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.

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

As of September 30, 2021 and December 31, 2020, the Company owed to directors $ 277,007 and $ 199,949 , respectively.

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

Apart from the transactions and balances detailed elsewhere in these accompanying condensed consolidated financial statements, the Company has no other significant or material related party transactions during the periods presented.

NEW MOMENTUM CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

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

CONCENTRATIONS OF RISK

1 unchanged sentence

(a) Major customers

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

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

(b) Economic and political risk

11 unchanged sentences

COMMITMENTS AND CONTINGENCIES

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

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

SUBSEQUENT EVENTS

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.

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, 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.

In October 2021, the Company issued 4,155,048 shares of common stock to settle the promissory notes of $ 21,164 in full.

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