What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-04-18 compared with 2021-03-26 · 42 added, 14 removed, 241 unchanged (19% of the section changed)

12 unchanged sentences

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

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

Based on the results of this assessment, our management conclude that our internal control over financial reporting was not effective as of December 31, 2021, based on such criteria.

Deficiencies existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

34 unchanged sentences

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

The Series A Preference Stock is convertible to common stock on the basis of 1 Preference Stock to 1 fully paid and non-assessable common stock and are to be treated equally, identically and ratably on a per share basis with respect to any dividends or distributions of the Company.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

39 unchanged sentences

Audit Committee and Conflicts of Interest

Since we do not have an audit, compensation or governance and nominating committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors.

Since we do not have an audit, compensation or governance and nominating committees comprised of independent directors, the functions that would have been performed by such committees are performed by our directors.

The Board of Directors has not established an audit committee and does not have an audit committee financial expert, nor has the Board of Directors established a nominating committee.

19 unchanged sentences

The table below summarizes all compensation awarded to, earned by, or paid to our officers for all services rendered in all capacities to us for the fiscal periods indicated.

Compensation($)

Lung David (4)

73 unchanged sentences

Leung Tin Lung David (3)

Preferred Stock, Class A

Leung Tin Lung David

Chak Wan Ling Margaret

Leung Yin Yu Janice

Leung Suk Mun

10 unchanged sentences

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

For the years ended December 31, 2021 and 2020, as the Company has generated no earnings, the Company does not have any service charges and payables to JJ Explorer.

For the years ended December 31, 2021 and 2020, the Company paid the service fee of $13,481 and $2,707 to certain shareholders for their service.

For the years ended December 31, 2021 and 2020, the Company paid the salary of $10,785 and $2,707 to the director for his service.

Director Independence

3 unchanged sentences

Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management.

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

Our board of directors has not separately designated and no standing committees.

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

PRINCIPAL ACCOUNTING FEES AND SERVICES

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

On March 14, 2022, the Company received notice dated March 11, 2022, from Total Asia Associates Plt.

(“TAA”), that TAA resigned as the independent registered public accounting firm of the Company.

Concurrently, on March 14, 2022, the Company resolved to engage the independent registered public accounting firm of J&S Associate (“JS”), the Company’s new independent registered public accountants, which appointment J&S Associates has accepted with the dismissal of TAA.

TAA audited our financial statements for the fiscal year ended December 31, 2020.

JS audited our financial statements for the fiscal year ended December 31, 2021.

All audit work was performed by the full time employees of TAA and JS for the above mentioned fiscal years.

Our board of directors does not have an audit committee.

The functions customarily delegated to an audit committee are performed by our full board of directors.

Our board of directors approves in advance, all services performed by TAA and JS, but have not adopted pre-approval policies or procedures.

Our board of directors has considered whether the provision of non-audit services is compatible with maintaining the principal accountant’s independence, and has approved such services.

The following table sets forth fees billed by our auditors during the last two fiscal years for services rendered for the audit of our annual financial statements and the review of our quarterly financial statements, services by our auditors that are reasonably related to the performance of the audit or review of our financial statements and that are not reported as audit fees, services rendered in connection with tax compliance, tax advice and tax planning, and all other fees for services rendered.

The following table shows the fees paid or accrued by us for the audit and other services provided for the fiscal periods shown.

TOTAL ASIA ASSOCIATES PLT:

Audit Related Fees

All Other Fees

J&S ASSOCIATE:

Audit Related Fees

All Other Fees

The 2020 fees billed by our predecessor independent accountants, TAA.

Consists of fees billed for the audit of our annual financial statements, review of our Form 10-K, review of our interim financial statements included in our Form 10-Q and services that are normally provided by the accountant in connection with year-end statutory and regulatory filings or engagements.

Audit-related fees.

Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees”, review of our Forms 8-K filings and services that are normally provided by the accountant in connection with non-year-end statutory and regulatory filings or engagements.

Consists of professional services rendered by a company aligned with our principal accountant for tax compliance, tax advice and tax planning.

The services provided by our accountants within this category consisted of advice and other services relating to SEC matters, registration statement review, accounting issues and client conferences.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULE

12 unchanged sentences

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

XBRL Instance Document*

XBRL Taxonomy Extension Schema Document*

XBRL Taxonomy Extension Calculation Linkbase Document*

XBRL Taxonomy Extension Definition Linkbase Document*

XBRL Taxonomy Extension Label Linkbase Document*

XBRL Taxonomy Extension Presentation Linkbase

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)*

Inline XBRL Taxonomy Extension Schema Document*

Inline XBRL Taxonomy Extension Calculation Linkbase Document*

Inline XBRL Taxonomy Extension Definition Linkbase Document*

Inline XBRL Taxonomy Extension Label Linkbase Document*

Inline XBRL Taxonomy Extension Presentation Linkbase Document*

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)*

_____________

15 unchanged sentences

NEW MOMENTUM CORPORATION

March 26, 2021

April 15, 2022

/s/ Leung Tin Lung David

3 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures